MELI KASZEK PIONEER CORP References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" that are not
historical facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are forward-looking statements. The words
"anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Quarterly Report are based on
our current expectations and beliefs concerning future developments and their
potential effects on us. There can be no assurance that future developments
affecting us will be those that we have anticipated. These forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not
limited to, those factors described in the section entitled "Risk Factors" of
the Company's final prospectus for our Initial Public Offering (defined below)
filed with the
Overview
We are a blank check company incorporated on
The registration statement for our Initial Public Offering was declared
effective by the
Transaction costs of the Initial Public Offering amounted to
Upon closing of the Initial Public Offering and the Private Placement, a total
of
14--------------------------------------------------------------------------------
Table of Contents
amendment to our amended and restated memorandum and articles of association to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial Business Combination within 24 months from the Initial Public Offering or with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity.
Business Combination. If we are unable to complete a Business Combination within
24 months from the closing of the Initial Public Offering (the "Combination
Period"), we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account (as defined
below), including interest earned on the funds held in the Trust Account (as
defined below) and not previously released to us to pay our taxes (less up to
The issuance of additional shares in connection with a Business Combination to the owners of the target or other investors:
?may significantly dilute the equity interest of investors in the Initial Public Offering
?may subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our Class A ordinary shares;
?could cause a change in control if a substantial number of shares of our Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
?may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
?may adversely affect prevailing market prices for our Class A ordinary shares.
Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
?default and foreclosure on our assets if our operating revenues after an initial Business Combination are insufficient to repay our debt obligations;
?acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
?our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;
?our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;
?our inability to pay dividends on our Class A ordinary shares;
?using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;
?limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
?increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
?limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
15--------------------------------------------------------------------------------
Table of Contents
We expect to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
As of
For the period ended
Liquidity and Capital Resources
As of
Our liquidity needs have been satisfied prior to the completion of our Initial
Public Offering through a capital contribution of our Sponsor of
On
Transaction costs of the Initial Public Offering amounted to
Upon closing of the Initial Public Offering and the Private Placement, a total
of
Upon closing of the Initial Public Offering, we had cash outside our Trust
Account of
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (excluding deferred underwriting discounts and commissions) and the proceeds from the sale of the forward purchase shares, to complete our initial Business Combination. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
We do not believe we will need to raise additional funds following the sale of the Private Placement Shares in order to meet the expenditures required for operating our business prior to our initial Business Combination. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination.
Moreover, we may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust
16--------------------------------------------------------------------------------
Table of Contents
Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Commitments and Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as described below.
Registration Rights
The holders of the Founder Shares, Private Placement Shares and private placement shares that may be issued upon conversion of working capital loans have registration rights that require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares) pursuant to a registration rights agreement at the closing of the Initial Public Offering (the "Registration Rights Agreement"). These holders are entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have certain "piggy-back" registration rights to include such securities in other registration statements filed by us and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act.
Pursuant to the Forward Purchase Agreements, we agreed that we will use our
commercially reasonable efforts to file within 30 calendar days after the
closing of our initial Business Combination a registration statement with the
However, the Registration Rights Agreement provides that we will not permit any
registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up period, which occurs (i) in the case of
the founder shares, any Class A ordinary shares issuable upon conversion thereof
and the forward purchase shares, until the earlier of (A) eighteen months after
the completion of our initial Business Combination, or (B) subsequent to our
initial Business Combination, if the last sale price of the Class A ordinary
shares equals or exceeds
Administrative Services Agreement
On
Forward Purchase Agreements
In connection with the Initial Public Offering, we entered into the Forward
Purchase Agreement with the Sponsor, pursuant to which the Sponsor committed to
purchase from the Company 5,000,000 forward purchase shares (the "Forward
Purchase Shares"), at a price of
Underwriting Agreement
Upon the closing of the Initial Public Offering we paid
17--------------------------------------------------------------------------------
Table of Contents
Off-Balance Sheet Financing Arrangements
As of
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in
Founder Shares
The Founder Shares are accounted for as a liability in accordance with ASC 815
and presented as a derivative liability on the balance sheet. The derivative
liability was measured at fair value as of
The inputs used as of
Recent Accounting Standards
In
The Company has considered all other new accounting standards and has concluded that there are no other new standards that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an "emerging growth company," whichever is earlier.
18--------------------------------------------------------------------------------
Table of Contents
© Edgar Online, source
