8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2022

MELI Kaszek Pioneer Corp

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-40847	98-1607040
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

78 SW 7th Street

Individual Office No. 07-156

Miami, Florida 33130

(Address of Principal Executive Offices) (Zip Code)

+598 2927 2770

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, $0.0001 par value	MEKA	The Nasdaq Stock Market LLC

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).

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 17, 2022, the Co-Chief Executive Officers of MELI Kaszek Pioneer Corp (the “Company” or “MEKA”), Pedro Arnt and Hernan Kazah, issued a letter to the Company’s shareholders. A copy of the letter is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Letter to MEKA Shareholders, dated February 17, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Statement Regarding Forward-Looking Statements

Any statements herein regarding MELI Kaszek Pioneer Corp that are not historical or current facts are forward-looking statements. These forward-looking statement convey our current expectations or forecasts of future events and include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements regarding MELI Kaszek Pioneer Corp involve known and unknown risks, uncertainties and other factors that may cause MELI Kaszek Pioneer Corp’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors” and “Special Note Regarding Forward-Looking Statements” sections of MELI Kaszek Pioneer Corp’s annual report on Form 10-K for the year ended December 31, 2021 and any of MELI Kaszek Pioneer Corp’s other applicable filings with the Securities and Exchange Commission. MELI Kaszek Pioneer Corp undertakes 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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MELI Kaszek Pioneer Corp
Dated: February 17, 2022	By:	/s/ Hernan Kazah
	Name:	Hernan Kazah
	Title:	Co-Chief Executive Officer

By:	/s/ Pedro Arnt
Name:	Pedro Arnt
Title:	Co-Chief Executive Officer

EX-99.1

MELI Kaszek Pioneer Corp 8-K

Exhibit 99.1 

Letter to MEKA Shareholders

Dear Shareholders,  

On October 1st 2021, driven by the remarkable evolution of the Latin American technology ecosystem over the last decade, and the emergence of several world-class companies ripe for public markets, we launched MELI Kaszek Pioneer Corp (“MEKA”) with the conviction that, by capitalizing on MELI’s and Kaszek’s capabilities, we could play an instrumental role in helping some of these great, local technology champions access global capital markets and become successful public companies.

In order to turn this vision into reality, we put together a very innovative SPAC platform that fully aligned all involved parties with the creation of long-term sustainable value; one that combines a performance based sponsor promote that only vests if the combined company generates returns for investors, a warrantless structure to avoid added dilution to company’s shareholders, a minimum commitment by MELI and Kaszek to the potential PIPE that ensures capital formation, and a longer than customary lock-up period.

This win-win-win formula for our partner companies, shareholders and sponsors received an overwhelming endorsement from some of the most sophisticated investors in technology, who supported the MEKA IPO and its underlying investment thesis.

Four months into our journey, as we evaluate top-tier companies that MEKA can support in their efforts to continue financing their growing businesses through becoming publicly traded independent companies, we believe that our initial thesis not only remains intact, but has gained even more relevance, as capital markets show increased volatility and turn more selective.

On the one hand, the Latin American technology ecosystem consolidated its momentum with an unprecedented amount of private capital flowing into the region. According to preliminary data from the Association for Private Capital Investment in Latin America, or LAVCA, there was a total $15.3 billion worth of VC investments across more than 650 deals throughout 2021. This overall sum was greater than that of the preceding seven years combined and far outstripped the previous record of $4.9 billion set in 2019. Just in Q4 2021, investments totaled $3.7 billion, which is almost the same amount invested in the entire prior calendar year.

This phenomenon continues to fuel the expanding pool of companies becoming ready to access public capital markets in the following 12 to 24 months, with more than 30 companies having reached unicorn status in the region by end of 2021. Moreover, this growing wave of local companies comprise several business solutions that are compatible with our investment criteria and could benefit operationally and commercially from synergies with our sponsors´ businesses, across sectors such as FinTech, E-commerce, PropTech, EdTech, AdTech and SaaS, among others.

On the other hand, the outlook for these high-growth technology companies to pursue a traditional IPO has changed recently in the context of significantly more volatile financial markets, rising interest rates and high inflationary pressures. These factors have also adversely affected the current valuations of high-growth companies globally. Therefore, even though we believe that great businesses, the kind we are planning to partner with at MEKA, can access public markets almost anytime, this current scenario only enhances the unmatched value proposition that MEKA brings to these companies.

The combination of (i) MELI’s and Kaszek’s credibility endorsing winning stories - particularly those not obvious to foreign investors; (ii) access to a highly curated investor base and long-term believers of Latin America’s emerging technology ecosystem; (iii) a proven toolkit of resources to facilitate the transition to being a public company; and (iv) the potential business synergies with MELI to boost growth; constitutes an extremely compelling option for great companies to remain on track to go public de-risking potential adverse market conditions they may face.

Encouraged by this outlook, we are continuing to focus our disciplined search and negotiation efforts on relationships with great entrepreneurs who share our vision and are willing to take full advantage of all the merits that stem from a partnership with MEKA. We are enthused by the receptivity our proposals have received, and, more importantly, by the quality of the business opportunities we are exploring.

We remain confident in our thesis and in the significant long-term potential of the companies we are engaging with.

Sincerely,

/s/ Pedro Arnt	/s/ Hernan Kazah
Pedro Arnt	Hernan Kazah
Co-CEO	Co-CEO

XML

Cover	Feb. 17, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 17, 2022
Entity File Number	001-40847
Entity Registrant Name	MELI Kaszek Pioneer Corp
Entity Central Index Key	0001870258
Entity Tax Identification Number	98-1607040
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	78 SW 7th Street
Entity Address, Address Line Two	Individual Office No. 07-156
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33130
City Area Code	+598
Local Phone Number	2927 2770
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A ordinary shares
Trading Symbol	MEKA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Information, Former Legal or Registered Name	Not Applicable