References in this report (the "Quarterly Report") to "we," "us" or the "Company" refer to MELI Kaszek Pioneer Corp, references to our "management" or our "management team" refer to our officers, references to the "Sponsor" refer to MELI Kaszek Pioneer Sponsor LLC, a Cayman Islands limited liability company. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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 Securities and Exchange Commission (the "SEC") and in our other SEC filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview


We are a blank check company incorporated on May 27, 2021 under the laws of the
Cayman Islands and formed for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. We have not identified any business
combination target and we have not, nor has anyone on our behalf, initiated any
substantive discussions directly or indirectly, with respect to identifying any
business combination target. We intend to effectuate our initial Business
Combination (the "Business Combination") using cash from the proceeds of our
initial public offering (the "Initial Public Offering") and the cash from the
private placement of the private placement shares (as defined below) (pursuant
to the Private Placement Shares Purchase Agreement entered into in connection
with the Initial Public Offering) (the "Private Placement"), the proceeds of the
sale of our securities in connection with our initial Business Combination
(pursuant to the forward purchase agreement entered into in connection with the
Initial Public Offering (the "Forward Purchase Agreements") or other forward
purchase agreements or backstop agreements we may enter into following the
consummation of our Initial Public Offering or otherwise), our capital stock,
debt or a combination of cash, stock and debt.
The registration statement for our Initial Public Offering was declared
effective by the SEC on September 28, 2021. On October 1, 2021, we consummated
our Initial Public Offering of 28,750,000 Class A ordinary shares, which
includes the exercise in full of the underwriters' option to purchase an
additional 3,750,000 shares at $10.00 per share, generating gross proceeds of
$287,500,000. Simultaneously with the consummation of the Initial Public
Offering, we consummated the sale of 975,000 shares (the "Private Placement
Shares"), at a price of $10.00 per share, generating aggregate gross proceeds to
the Company of $9,750,000.
Transaction costs of the Initial Public Offering amounted to $16,709,861
consisting of $5,750,000 of underwriting discounts and commissions, $10,062,500
of deferred underwriting discounts and commissions, and $897,361 of other
offering costs.
Upon closing of the Initial Public Offering and the Private Placement, a total
of $287,500,000 was placed in a U.S.-based trust account (the "Trust Account"),
with Continental Stock Transfer & Trust Company acting as trustee. The proceeds
held in the Trust Account have been invested only in U.S. government treasury
obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as
amended, which invest only in direct U.S. government treasury obligations.
Except for the withdrawal of interest to pay our taxes, none of the funds held
in trust will be released from the Trust Account until the earliest of (i) the
completion of our initial Business Combination, (ii) the redemption of our
public shares if we are unable to complete our initial Business Combination
within 24 months from the closing of the Initial Public Offering, subject to
                                       15
--------------------------------------------------------------------------------
  Table of Contents
applicable law, and (iii) the redemption of our public shares properly submitted
in connection with a shareholder vote to approve an 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
$100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish public
stockholders' rights as stockholders (including the right to receive further
liquidating distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the remaining stockholders
and the board of directors, liquidate and dissolve, subject in each case, to our
obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law.
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
                                       16
--------------------------------------------------------------------------------
  Table of Contents
?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.
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 September 30, 2021, we had not commenced any operations nor generated any
revenues. All activity for the period from May 27, 2021 (inception) through
September 30, 2021 relates to our formation and the preparation for the Initial
Public Offering, and, since the completion of the Initial Public Offering, our
search for a target to consummate a Business Combination. We will not generate
any operating revenues until after the completion of a Business Combination, at
the earliest. We will generate non-operating income in the form of gain on
investment (net), dividends and interest held in the Trust Account (as defined
below). We expect to incur increased expenses, as compared to the period before
our Initial Public Offering, as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses.
For the period ended September 30, 2021, we had a net loss of $55,860,934,
consisting of formation costs and the impact of the valuation of the derivative
liabilities associated with the Company's Class L ordinary shares, par value
$0.0001 per shares (the "Founder Shares").
Liquidity and Capital Resources
As of September 30, 2021, we had $4,005,780 in cash held outside of our Trust
Account.
Our liquidity needs have been satisfied prior to the completion of our Initial
Public Offering through a capital contribution of our Sponsor of $25,000 for the
Founder Shares, and a loan available to us of $300,000 by our Sponsor under an
unsecured promissory note, of which the Company had drawn down $300,000 as of
September 30, 2021.
On October 1, 2021, we consummated our Initial Public Offering of 28,750,000
Class A ordinary shares, which includes the exercise in full of the
underwriters' option to purchase an additional 3,750,000 Class A ordinary shares
at $10.00 per share, generating gross proceeds of $287,500,000. Simultaneously
with the consummation of the Initial Public Offering, we consummated the sale of
975,000 Private Placement Shares, at a price of $10.00 per share, generating
aggregate gross proceeds to the Company of $9,750,000.
Transaction costs of the Initial Public Offering amounted to $16,709,861
consisting of $5,750,000 of underwriting discounts and commissions, $10,062,500
of deferred underwriting discounts and commissions, and $897,361 of other
offering costs.
Upon closing of the Initial Public Offering and the Private Placement, a total
of $287,500,000 was placed in the Trust Account. The proceeds held in the Trust
Account have been invested only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act of 1940, as amended, which
invest only in direct U.S. government treasury obligations.
Upon closing of the Initial Public Offering, we had cash outside our Trust
Account of $4,005,780 and had working capital of $4,014,376 (not taking into
account any tax obligations). All remaining cash from the Initial Public
Offering is held in the Trust Account and is generally unavailable for use prior
to an initial Business Combination.
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.
                                       17
--------------------------------------------------------------------------------
  Table of Contents
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 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
SEC for a secondary offering of the forward purchase shares (as defined below)
owned by our Sponsor or the forward transferees, respectively, and use our
commercially reasonable efforts to cause such registration statement to be
declared effective as soon as practicable after such completion.
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 $13.00 per share (as adjusted for share sub-divisions,
share dividends, right issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after our initial Business Combination,
or (C) following the completion of our initial Business Combination, such future
date on which we complete a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of our public shareholders
having the right to exchange their Class A ordinary shares for cash, securities
or other property, and (ii) in the case of the private placement shares, 30 days
after the completion of our initial Business Combination. We will bear the costs
and expenses of filing any such registration statements.
Administrative Services Agreement
On October 1, 2021, the Company entered into an agreement that will provide
that, subsequent to the closing of the Initial Public Offering and continuing
until the earlier of the Company's consummation of an initial Business
Combination or the Company's liquidation, the Company will pay the Sponsor a
total of $10,000 per month for office space, secretarial, due diligence and
administrative services.
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 $10.00 per Forward Purchase Share, for an
aggregate purchase price of $50,000,000 in a private placement to close
substantially concurrently with the closing of an initial Business Combination.
The obligations under the Forward Purchase Agreement will not depend on whether
any Class A ordinary shares are redeemed by public shareholders. The Class A
ordinary shares issuable pursuant to the Forward Purchase Agreement will be
identical to the Class A ordinary shares sold in the Initial Public Offering,
except that the Sponsor will have certain registration rights, as described
herein, and the Class A ordinary shares will not be eligible for redemption in
connection with an initial Business Combination.
                                       18
--------------------------------------------------------------------------------
  Table of Contents
Underwriting Agreement
Upon the closing of the Initial Public Offering we paid $5,750,000 (accounting
for the exercise of the underwriters' over-allotment option in full) to the
underwriters for underwriting discounts and commissions. Additionally, the
underwriters are entitled to a deferred fee of $10,062,500 (accounting for the
exercise of the underwriters' over-allotment option in full), which will be
payable to the underwriters from the amounts held in the Trust Account solely in
the event that we complete an initial Business Combination, subject to the terms
of the underwriting agreement.
Off-Balance Sheet Financing Arrangements
As of September 30, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have identified the following critical
accounting policies:
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 September 10, 2021 and will be
evaluated on a recurring basis, with changes in fair value presented within fair
value of derivative liability in the statement of operations. In order to
capture the market conditions associated with the Founder Shares liability, the
Company applied an approach that incorporated a Monte Carlo simulation, which
involved random iterations of future stock-price paths over the contractual life
of the Founder Shares. Based on assumptions regarding potential changes in
control of the Company, and the probability distribution of outcomes, the payoff
to the holder was determined based on the achievement of the various market
thresholds within each simulated path. The present value of the payoff in each
simulated trial is calculated, and the fair value of the liability is determined
by taking the average of all present values.
The inputs used as of September 30, 2021 were as follow: risk free rate of
1.13%; expected term of 6.25 years; expected volatility of 17.7% and stock price
of $10.00.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") 2020-06, "Debt - debt with conversion and
other options (sub-topic 470-20) and derivatives and hedging - contracts in
entity's own equity (sub-topic 815-40): accounting for convertible instruments
and contracts in an entity's own equity", which simplifies the accounting for
certain financial instruments with characteristics of liabilities and equity,
including convertible instruments and contracts on an entity's own equity. ASU
2020-06 is applicable for fiscal years beginning after December 31, 2021, with
early adoption permitted no earlier than fiscal years beginning after December
15, 2020. ASU 2020-06 is to be applied using a full retrospective method or a
modified retrospective method as outlined in the guidance. The Company early
adopted ASU 2020-06 and it did not have an impact on the Company's financial
statement.
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
                                       19

--------------------------------------------------------------------------------

Table of Contents 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.

© Edgar Online, source Glimpses