Item 8.01 Other Events.
On June 5, 2023, the directors (the "Directors") of MELI Kaszek Pioneer Corp
(the "Company") determined to dissolve and liquidate the Company in accordance
with the provisions of the Company's Amended and Restated Memorandum and
Articles Of Association, dated as of September 10, 2021 (the "Amended and
Restated Mem & Arts"), and the Investment Management Trust Agreement, between
the Company and Continental Stock Transfer & Trust Company ("CST" or the
"Trustee"), dated as of October 1, 2021 (the "Trust Agreement"). Accordingly,
the Company will redeem all of its Class A ordinary shares, $0.0001 par value
(the "Public Shares") that were issued in its initial public offering (the
"IPO"), at a per-share redemption price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account (as defined in the Trust Agreement),
including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay taxes (less up to US$100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares in issue, which redemption will completely extinguish public
shareholders' rights as shareholders (including the right to receive further
liquidation distributions, if any). The Directors have determined May 30, 2023
as the record date for determination of the shareholders of the Company entitled
to receive payment of distribution of funds from the Trust Account following
redemption.
In order to provide for the disbursement of funds from the Trust Account, the
Company has instructed the Trustee of the Trust Account to take all necessary
actions to liquidate the Trust Account. The proceeds of the Trust Account will
be held in a non-interest bearing account while awaiting disbursement to the
holders of the Public Shares. Record holders may redeem their shares for their
pro rata portion of the proceeds of the Trust Account (less $100,000 of interest
to pay dissolution expenses) by delivering their Public Shares to CST, as
transfer agent. Investors holding through a broker need to take no action in
order to receive payment. The redemption of the Public Shares is expected to be
completed on or about June 16, 2023 (the "Redemption Date"). At the close of
business on the business day prior to the Redemption Date, the Company will stop
trading its Public Shares, and each Public Share held at that time will
represent the right to receive the redemption amount of approximately $10.32.
The Company's initial shareholders, sponsors, officers and directors have waived
their rights to liquidating distributions from the Trust Account with respect to
any private placement shares or founder shares they hold. However, if our
initial shareholders, sponsor or management team acquired any Public Shares in
or after the Company's IPO, they are entitled to liquidating distributions from
the Trust Account with respect to such Public Shares.
The Company expects that Nasdaq will file a Form 25 with the United States
Securities and Exchange Commission (the "SEC") to delist the Company's
securities. The Company thereafter expects to file a Form 15 with the SEC to
terminate the registration of its securities under the Securities Exchange Act
of 1934, as amended.
On June 5, 2023, the Company issued a press release announcing that it intends
to dissolve and liquidate in accordance with the provisions of its Amended And
Restated Mem & Arts and Trust Agreement and will redeem all of its Public
Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
In addition on June 5, 2023, the Company issued a letter to the Company's
shareholders. A copy of such letter is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description of Exhibit
99.1 Press Release, dated as of June 5, 2023.
99.2 Letter to Shareholders, dated as of June 5, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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