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 discussed elsewhere in this Quarterly Report on Form
10-Q, including under Part II, Item 1A, "Risk Factors," as well as those factors
described in the section entitled "Risk Factors" of the Company's Annual Report
on Form 10-K for the year ended December 31, 2021 filed with the Securities and
Exchange Commission (the "SEC") on February 17, 2022 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 (the "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 which was received prior
to the consummation of the Initial Public Offering.
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. During September 2022 two of the four underwriters waived their
entitlement to the deferred underwriting discounts and commissions. As a result,
the underwriting discounts and commissions amounted to $7,546,875.
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Following the closing of the Initial Public Offering, 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 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 shareholders' rights
as shareholders (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 shareholders 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;
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?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.
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, 2022, we had not commenced any operations nor generated any
revenues. All activity for the period ended September 30, 2022 relates to 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 nine-month period ended September 30, 2022, we had a net income of
$78,912,013, consisting of $1,053,861 of general and administrative expenses
($643,781 corresponding to insurance expenses), $1,714,865 of interest on
marketable securities held in Trust Account and changes in the value of the
Class L ordinary shares derivative liability of $78,251,009. For the three-month
period ended September 30, 2022, we had a net income of $27,525,497, consisting
of $314,024 of general and administrative expenses ($214,593 corresponding to
insurance expenses), $1,297,684 of interest on marketable securities held in
Trust Account and changes in the value of the Class L ordinary shares derivative
liability of $26,541,837. For the period from May 27, 2021 (inception) through
September 30, 2021, we had a net loss of $55,860,934, consisting of $10,624 of
general and administrative expenses, $54,956,475 of financing expense on
derivative liabilities and $893,835 of changes in the value of the Class L
ordinary shares derivative liability of. For the three-month period ended
September 30, 2021, we had a net loss of $55,850,310, consisting of $54,956,475
of financing expense on derivative liabilities and $893,835 of changes in the
value of the Class L ordinary shares derivative liability.
Liquidity and Capital Resources
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. During September 2022 two of the four underwriters have waived
their entitlement to the deferred underwriting discounts and commissions. As a
result, the underwriting discounts and commissions amounted to $7,546,875.
Upon closing of the Initial Public Offering, 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.
As of September 30, 2022 and December 31, 2021, we had cash outside our Trust
Account of $815,520 and $1,259,439. 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.

As of September 30, 2022 and December 31, 2021 we had working capital of
$277,343,053 and of $2,085,395 (not taking into account any tax obligations),
respectively. As of September 30, 2022, the working capital calculation includes
the investments held in the Trust Account as part of current assets and the
Class L ordinary shares derivative liability and the deferred underwriting
discounts and

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commissions as part of the current liabilities. The Company classified the
investments held in the Trust Accounts as a current asset as the Company has
less than 12 months from the balance sheet date to consummate a Business
Combination, at which point, if the Company did not find a Business Combination
partner, the Company would cease to exist, and the funds would be liquidated
from the Trust Account. The Company classified the Class L ordinary shares
derivative liability and the deferred underwriting discounts and commissions as
current liabilities as the Company has less than 12 months from the balance
sheet date to consummate a Business Combination, at which point, if the Company
did not find a Business Combination partner, the Company would cease to exist,
and the Class L ordinary shares derivative liability would not be converted, and
the deferred underwriting discounts and commissions would not be paid as the
fees owed are contingent upon a successful 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.
In order to finance working capital deficiencies or transaction costs in
connection with an intended initial Business Combination, the Sponsor or an
affiliate of the Sponsor or certain of the Company's officers and directors may,
but are not obligated to, loan the Company funds as may be required (the
"Working Capital Loans"). If the Company completes an initial Business
Combination, the Company will repay such loaned amounts out of the proceeds of
the Trust Account released to it. Otherwise, such loans would be repaid only out
of funds held outside the Trust Account. In the event that the initial Business
Combination does not close, the Company may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from
the Trust Account would be used to repay such loaned amounts. Up to $2,000,000
of such loans may be convertible into shares, at a price of $10.00 per shares at
the option of the lender. Such shares would be identical to the Private
Placement Shares. Additionally, on November 14, 2022, the Sponsor provided a
$800,000 commitment letter to the Company to be drawn against, as needed, over
the course of 13 months from the date of the commitment letter to fund working
capital deficiencies or finance transaction costs in connection with a Business
Combination.
We do not believe we will need to raise additional funds 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 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.
The following table presents our cash flows from operating activities for the
following periods:
                                                                               For the period
                                             For the           For the          from May 27,         For the
                                           nine-month        three-month            2021           three-month
                                          period ended       period ended       ?(Inception)       period ended
                                          September 30,     September 30,         through         September 30,
Net cash and restricted cash (used in)        2022               2022          September 30,           2021
provided by:                                                                        2021
Operating activities                     $     (443,919)   $      (107,029)   $              -   $              -
Financing activities                                   -                  -          9,755,780          9,755,780
Net change in cash and restricted cash   $     (443,919)   $      (107,029)

$ 9,755,780 $ 9,755,780


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Cash used in operating activities consists of net income adjusted for certain
non-cash items, and the effect of changes in working capital. Net cash used in
operating activities in the nine and three-month periods ended September 30,
2022 resulted mainly from a decrease in prepaid expenses. Net cash provided by
financing activities for the period from May 27, 2021 (inception) through
September 30, 2021 and for the three-month period ended September 30, 2021 was
primarily from the prepaid stock subscription.
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 Class L ordinary 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 Class L ordinary 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 Class L ordinary 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 provides 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 pays 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.

?

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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.
During September 2022, two of the four underwriters waived their entitlement to
deferred underwriting discounts and commissions. Deferred underwriting discounts
and commissions was reduced to $7,546,875, with the $2,515,625 waiver being
recognized in accumulated deficit.
Off-Balance Sheet Financing Arrangements
As of September 30, 2022, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
Critical Accounting Estimates
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 estimates:
Class L ordinary shares
The Class L ordinary shares are accounted for as a liability in accordance with
Accounting Standards Codification ("ASC") 815, "Derivatives and Hedging" and
presented as a derivative liability on the balance sheets. 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 statements of operations. In order to
capture the market conditions associated with the Class L ordinary 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 Class L ordinary 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, 2022, were as follow: risk-free rate of
4.03%; expected term of 5.75 years; expected volatility of 5.5% and adjusted
stock price of $9.35.
The inputs used as of December 31, 2021, were as follow: risk-free rate of
1.34%; expected term of 6.00 years; expected volatility of 18.0% and adjusted
stock price of $11.56.
Recent Accounting Standards
The Company has considered all other new accounting standards and has concluded
that there are no 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.
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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.

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