UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
On February 28, 2022, Valor Latitude Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of $300,000 to Valor Latitude LLC (the “Sponsor”). The proceeds of the Note will be used by the Company for general working capital purposes.
The Note bears no interest and is payable in full upon the earlier to occur of (i) February 28, 2023 or (ii) the consummation of the Company’s initial business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Note may be accelerated. The Sponsor has the option to convert any unpaid balance of the Note into warrants (the “Conversion Warrants”), each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per Class A ordinary share, subject to adjustment. The terms of the Conversion Warrants would be identical to the warrants issued by the Company in a private placement that was consummated in connection with the Company’s initial public offering. The Sponsor is entitled to certain registration rights relating to the Conversion Warrants.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Note.
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2022, Mário Mello Freire Neto notified the board of directors (the “Board”) of the Company of his decision to resign as Chief Executive Officer, effective immediately, in order to devote additional time to other matters. Mr. Mello will remain a director of the Company.
On February 22, 2022, Hélio Lima Magalhães was appointed as Chief Executive Officer of the Company, effective immediately, to serve on a permanent basis. Mr. Magalhães has served the Company as an independent director, and as chair of the Company’s audit committee and member of the Company’s compensation committee and nominating and corporate governance committee. There is no arrangement or understanding between Mr. Magalhães and any other person pursuant to which he was named Chief Executive Officer of the Company.
Mr. Magalhães will continue his service as director and member of the Company’s nominating and corporate governance committee following his appointment as Chief Executive Officer. The Board has determined that Mr. Magalhães is no longer independent as a result of his appointment as Chief Executive Officer, and therefore, he has resigned as a member of the Company’s audit committee and compensation committee.
Mr. Magalhães, age 70, significant knowledge and experience in the Latin American market and the financial industry, as well as extensive experience serving in a number of executive positions and as a board member of other public companies, and has served as a member of the Company’s board of directors since May 2021. From 2012 to 2017, Mr. Magalhães was Chief Executive Officer of Citibank Brazil, a commercial bank. From 2010 to 2012, Mr. Magalhães served as President of The Americas Global Network Services (GNS) at American Express, a multinational financial services corporation. Mr. Magalhães has served as the chairman of the board of directors of Banco do Brasil S.A. since 2019 and as chairman of the board of UBS BB Investment Bank since 2020, and has also served on the board of directors of Companhia Melhoramentos São Paulo S.A. since 2019 and Suzano S.A. since 2020. Mr. Magalhães previously served as a board member of Eletropaulo Metropolitana (2018-2019), the Fundo Garantidor de Créditos (Brazilian FDIC) (2018), IRB Brasil RE (2017-2019), VR Investments (2017-2018), Elavon do Brasil (2012-
2016), and the Brazilian Federation of Banks – Febraban (2012-2017), among other companies. Mr. Magalhães has a B.S. degree in Electrical Engineering and Computer Science from George Washington University (1976) and a postgraduate degree in Computer Science from the Pontifícia Universidade Católica do Rio de Janeiro - PUC-Rio (1982).
Following Mr. Magalhães resignation from the Company’s audit committee and compensation committee, the Board appointed, effective immediately, (1) current independent board member, Barry L. Engle, to replace Mr. Magalhães on, and to serve as chair of, the audit committee, on a permanent basis and (2) current independent board member, Brian P. Brooks, to replace Mr. Magalhães on the compensation committee, on a permanent basis.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In addition, because Mr. Magalhães ceased to be independent as a result of his appointment as the Company’s Chief Executive Officer, the Board currently has three independent directors and four non-independent directors and as such, the Board does not have a majority of independent directors as required by Nasdaq Listing Rule 5605(b)(1) (the “Board Independence Rule”). Accordingly, the Board plans to commence a selection process for qualified individuals to add additional independent directors in order to comply with the Board Independence Rule. The Company notified Nasdaq of the foregoing on the date hereof. The Company is committed to a corporate governance program that ensures that its Board has the right people and practices to effectively create stockholder value while considering the interests of all of its stakeholders.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 10.1 | Promissory Note, dated February 28, 2022, issued by Valor Latitude Acquisition Corp. to Valor Latitude LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Valor Latitude Acquisition Corp. | |||
| By: | /s/ J. Douglas Smith | ||
| Name: | J. Douglas Smith | ||
| Title: | Chief Financial Officer | ||
Date: February 28, 2022
Exhibit 10.1
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: $300,000 | Dated as of February 28, 2022 | |
Valor Latitude Acquisition Corp., a Cayman Islands exempted company and blank check company (the “Maker”), promises to pay to the order of Valor Latitude LLC, a Cayman Islands limited liability company, or its registered assigns or successors in interest (the “Payee” or the “Sponsor”), or order, the principal sum of THREE HUNDRED THOUSAND U.S. dollars ($300,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance of this Note shall be payable on the earlier of: (i) twelve (12) months from the date hereof or (ii) the date on which Maker consummates a business combination (the “Due Date”); provided, however, that the Maker may prepay the principal balance at any time prior to the Due Date.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
4. Conversion.
(a) Notwithstanding anything contained in this Note to the contrary, at Payee’s option, at any time prior to payment in full of the principal balance of this Note, Payee may elect to convert all or any portion of the unpaid principal balance of this Note into that number of warrants consisting of one warrant exercisable for one ordinary share of the Maker (the “Convertible Warrants”), equal to: (x) the portion of the principal amount of this Note being converted pursuant to this Section 4, divided by (y) $1.50, rounded up to the nearest whole number of warrants. The Convertible Warrants shall be identical to the warrants issued by the Maker to Sponsor in the private placement that occurred upon consummation of the Maker’s initial public offering. The Convertible Warrants and their underlying securities, and any other equity security of Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights set forth in Section 5 hereof.
(b) Upon any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note shall become fully paid and satisfied, (ii) Payee shall surrender and deliver this Note, duly endorsed, to Maker or such other address which Maker shall designate against delivery of the Convertible Warrants, (iii) Maker shall promptly deliver a new duly executed Note to Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, at the direction of Payee, deliver to Payee (or its members or their respective affiliates) (Payee or such other persons, the “Holders”) the Convertible Warrants, which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and Payee and applicable state and federal securities laws.
(c) The Holders shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Convertible Warrants upon conversion of this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer requested by the Holders in connection with any such conversion.
(d) The Convertible Warrants shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.
5. Registration Rights.
(a) Reference is made to that certain Registration Rights Agreement between Valor Latitude Acquisition Corp. and the parties thereto, dated as of May 3, 2021 (the “Registration Rights Agreement”). All capitalized terms used in this Section 5 shall have the same meanings ascribed to them in the Registration Rights Agreement.
(b) For the avoidance of doubt, the underlying securities to the Convertible Warrants held by the Payee shall constitute Registrable Securities under the Registration Rights Agreement.
6. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above.
(b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order
for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
7. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(b) and 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
8. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
9. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
10. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail
address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
11. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
12. Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
13. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
14. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
15. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| VALOR LATITUDE ACQUISITION CORP. | |||||
|
a Cayman Islands exempted company
| |||||
| By: |
/s/ J. Douglas Smith | ||||
| Name: | J. Douglas Smith | ||||
| Title: | Chief Financial Officer | ||||
| VALOR LATITUDE LLC | |||||
|
a Cayman Island limited liability company
| |||||
| By: |
/s/ J. Douglas Smith | ||||
| Name: | J. Douglas Smith | ||||
| Title: | Manager | ||||
| By: |
/s/ Clifford M. Sobel | ||||
| Name: | Clifford M. Sobel | ||||
| Title: | Manager | ||||
[Signature Page to Promissory Note]
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