Item 3.02 Unregistered Sales of Equity Securities.
Substantially concurrently with the closing of the IPO, pursuant to the Private Placement Shares Purchase Agreement, the Company completed the private sale of 975,000 shares (the “Private Placement Shares”), including the issuance of 75,000 Shares as a result of the underwriters’ exercise in full of their over-allotment option, at a purchase price of $10.00 per Private Placement Share, to the Company’s sponsor, MELI Kaszek Pioneer Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of approximately $9,750,000. The Private Placement Shares are identical to the Class A Ordinary Shares sold in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: they (i) will not be redeemable by the Company (except in certain redemption scenarios), (ii) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (iii) are entitled to registration rights. No underwriting discounts or commissions were paid with respect to such sales. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Election of Directors.
On September 28, 2021, in connection with the IPO, Jonathan Levav, Catherine Ambrose and Gregory Waldorf were appointed to the board of directors of the Company (the “Board”). Mr. Levav, Ms. Ambrose and Mr. Waldorf are independent directors. Effective September 28, 2021, Mr. Levav, Ms. Ambrose and Mr. Waldorf were also appointed to the Board’s (i) Audit Committee, (ii) Compensation Committee and (iii) Nominating and Corporate Governance Committee, with Mr. Waldorf serving as chair of each of the three committees.
Following the appointment of Mr. Levav, Ms. Ambrose and Mr. Waldorf, the Board is comprised of the following three classes: the term of office of the first class of directors, Class I, consists of Mr. Levav and Ms. Ambrose and will expire at the Company’s first annual meeting of stockholders; the term of office of the second class of directors, Class II, consists of Mr. Waldorf and will expire at the Company’s second annual meeting of stockholders; and the term of office of the third class of directors, Class III, consists of Mr. Arnt and Mr. Kazah and will expire at the Company’s third annual meeting of stockholders.
On September 21, 2021, each director entered into the Letter Agreement. As well, on October 1, 2021, in connection with their appointments to the Board, each director entered into an indemnity agreement with the Company in the form previously filed as Exhibit 10.5 to the Registration Statement.
Other than the foregoing, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The foregoing descriptions of the Letter Agreement and the form of indemnity agreement do not purport to be complete and are qualified in their entireties by reference to the Letter Agreement and form of indemnity agreement, copies of which are attached as Exhibit 10.1 hereto and Exhibit 10.5 to the Registration Statement, respectively, and are incorporated herein by reference.
Item 5.03 Amendments to Certificate of Incorporation or Bylaws.
In connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the “A&R M&A”) on September 10, 2021. The terms of the A&R M&A are set forth in the Registration Statement and are incorporated herein by reference. A copy of the A&R M&A is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A total of $287,500,000, comprised of proceeds from the IPO and the sale of the Private Placement Shares, was placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) the completion of the Company’s initial business combination, (ii) the
