meka-20230331x10q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 10-Q

__________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

-OR-


¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number 001-40847

__________________

MELI Kaszek Pioneer Corp

(Exact name of Registrant as specified in its Charter)

__________________

Cayman Islands

98-1607040

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

78 SW 7th Street

Individual Office No. 07-156

Miami, Florida 33130

(Former Address) (Zip Code)

(+598) 2927-2770

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

__________________


Securities registered pursuant to Section 12(b) of the Act:
Title of each 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of May 10, 2023 there were 29,725,000 Class A ordinary shares, $0.0001 par value per share, and 12,739,286 Class L ordinary shares, $0.0001 par value per share, issued and outstanding.

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Table of Contents

MELI KASZEK PIONERR CORP

FORM 10-Q

TABLE OF CONTENTS



Part I - Financial Information		1
Item 1. Condensed Financial Statements (unaudited)		1
Condensed Balance Sheets		1
Condensed Statements of Operations		2
Condensed Statements of Changes in Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit		3
Condensed Statements of Cash Flows		4
Notes to Condensed Financial Statements (unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		22
Item 4. Controls and Procedures		22

Part II - Other Information		23
Item 1. Legal Proceedings		23
Item 1A. Risk Factors		23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 3. Defaults Upon Senior Securities		24
Item 4. Mine Safety Disclosures		24
Item 5. Other Information		24
Item 6. Exhibits		25

Signatures		26

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. Condensed Financial Statements (unaudited)

MELI KASZEK PIONEER CORP

Condensed Balance Sheets


		March 31, ‎2023		December 31, ‎2022
		(unaudited)		(audited)
Assets
Cash	$	407,814	$	669,889
Prepaid expenses		457,936		679,678
Marketable securities held in Trust Account		294,747,472		291,652,889
Total current assets		295,613,222		293,002,456
Total assets	$	295,613,222	$	293,002,456

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Accounts payable and accrued expenses	$	38,419	$	88,297
Class L ordinary shares derivative liability		5,131,712		3,421,120
Total current liabilities		5,170,131		3,509,417
Total liabilities		5,170,131		3,509,417

Commitments and Contingencies
Redeemable Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value		294,747,472		291,652,889
Shareholders’ Deficit
Class A ordinary shares, $0.0001 par value; 464,000,000 shares authorized; 975,000 issued and outstanding (excluding 28,750,000 shares subject to possible redemption)		98		98
Additional paid-in capital		—		—
Accumulated deficit		(4,304,479)		(2,159,948)
Total Shareholders’ Deficit		(4,304,381)		(2,159,850)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	295,613,222	$	293,002,456

The accompanying notes are an integral part of these unaudited condensed financial statements.

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MELI KASZEK PIONEER CORP

Condensed Statements of Operations

(Unaudited)


	For the three-month period ended March 31, 2023	For the three-month period ended March 31, 2022
General and administrative expenses

SEC Form 10-Q filed by MELI Kaszek Pioneer Corp