Announcement • Jun 06
MELI Kaszek Pioneer Expects Nasdaq Will File A Form 25 with the United States Securities and Exchange Commission to Delist the Company's Securities
MELI Kaszek Pioneer Corp. (the "Company") announced that the directors of the Company (the "Directors") have 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"). Commenting on the decision in a Letter to Shareholders the MEKA team noted that, "We still firmly believe in our initial investment thesis: generating long term returns within the Latin American technology ecosystem through partnering with exceptional entrepreneurs to facilitate their transition from private to public markets, whilst leveraging MercadoLibre's commercial and operational support and Kaszek's validation and advice. However, it has become clear to us that the current condition of capital markets, and the timeframe offered by the SPAC product, have not aligned to deliver the outcomes we anticipated." Furthermore, the Company's letter goes on to note that, "In the current market context, our extensive search efforts did not suffice. We engaged in significant conversations with 50 potential companies, held advanced discussions with 24, performed in-depth diligence, analysis and structuring work on 8, and signed MOUs with 2; and yet we were unable to close on a transaction that met our high standards within our framework. While extending MEKA could have been a viable alternative, we believe that it would require more time than initially indicated to our shareholders when their decision to invest alongside us was made." Accordingly, the Company will redeem all of its Class A ordinary shares, USD 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 USD 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 up to USD 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 USD 10.32. The Company's initial stockholders, sponsor, officers and directors have waived their rights to liquidating distributions from the trust account with respect to any founder shares they hold. However, if our initial stockholders, sponsor or management team acquired any public shares in or after this offering, they are entitled to liquidating distributions from the trust account with respect to such public shares. 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 on 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.
