Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 21, 2022, MELI Kaszek Pioneer Corp (the "Company" or "MEKA") in
consultation with the audit committee of the board of directors of the Company
(the "Audit Committee"), concluded that the net loss per ordinary share ("EPS")
in the Company's previously issued financial statements for the three-months
period ended September 30, 2021, the period from May 27, 2021 (inception)
through September 30, 2021 and the period from May 27, 2021 (inception) through
December 31, 2021 (collectively, the "Restated Periods") require restatement and
should no longer be relied upon.
On September 10, 2021, the Company amended certain terms of the Class L ordinary
shares (the "Class L Shares") held by the Sponsor. As a result of the amendment,
the Company determined that the Class L Shares no longer met the requirement to
be classified in equity and should, as a consequence of the changes made, be
recorded as a liability. At that point in time, taking into consideration that
the Class L Shares were classified as liability, the Company deemed it correct
to not consider the Class L Shares in its calculation of basic and diluted net
loss per share as of September 30, 2021 and December 31, 2021. Upon revision of
that conclusion during the preparation of the financial statements for the nine
and three-months periods ended September 30, 2022, management re-evaluated this
conclusion and determined that basic and diluted net loss per share should be
calculated by attributing net loss for the period from May 27, 2021 (inception)
to September 30, 2021 to the Class L Shares, which represent the Sponsor's
existing equity interest in the Company and the only class of shares outstanding
for that period. Furthermore, the re-evaluation also led management to conclude
that the net loss for the period from October 1, 2021 to December 31, 2021 will
be attributed to the Class A ordinary shares subject to possible redemption and
for Class A non-redeemable ordinary shares, based on the respective
participation rights of those shares for that period. The Class L Shares had no
participation rights effective October 1, 2021. This differs from the original
conclusion as disclosed, whereby the net loss from May 27, 2021 (inception) to
December 31, 2021 was attributed to the Class A ordinary shares subject to
possible redemption and for Class A non-redeemable ordinary shares. This
revision does not change the earnings calculation, yet it does attribute EPS to
two classes of shares rather than to only the A Classes of ordinary shares as
originally calculated.
Based on a review and investigation of the potential miscalculation and
discussion of the matter with the Company's independent audit firm, management
and the Audit Committee, it was concluded that its previously issued financial
statements contained errors specific to the EPS calculation such that investors
should no longer rely upon the EPS as it was presented in the Company's
previously released financial statements for the Restated Periods. These
restatements arose as a consequence of a re-evaluation of the accounting rules
surrounding the treatment of the Class L Shares of the Company as a liability
and not equity, resulting solely in non-cash, non-operating financial statement
corrections, which have no impact on the Company's current or previously
reported income, expenses, assets, or liabilities, except for the aforementioned
EPS.
The Company expects that the restatements will result in the following estimated
adjustments:
? presentation of reported Class L Shares EPS for the three-month period ended
September 30, 2021 and for the period from May 27, 2021 (inception) through
September 30, 2021 equal to $(4.38).
? a decrease in the previously reported EPS for Class A ordinary shares subject
to possible redemption from $(6.77) to $(0.95) and for Class A non-redeemable
ordinary shares EPS from $(8.17) to $(1.53), for the period from May 27, 2021
(inception) through December 31, 2021;
Internal Control Considerations
A material weakness is a deficiency, or a combination of deficiencies, in
internal controls over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis. In
connection with these expected restatements, management has re-evaluated the
effectiveness of the Company's disclosure controls and procedures and internal
control over financial reporting.
The Company's management has concluded that, in light of the errors described
above, as of September 30, 2021 and December 31, 2021, the Company did not
maintain effective controls over the preparation, review, presentation, and
disclosure of its financial statements relating to EPS. Specifically, and
despite the uncommon fact pattern and accounting treatment of the Class L
Shares, the Company concludes that there is a material weakness in connection
with the misapplication of the calculation of the weighted-average number of
ordinary shares outstanding for EPS.
Management is in the process of implementing remediation steps to address the
material weakness that led to the restatement of our financial statements for
the Restated Periods and to improve our internal control over financial
reporting and is in the process of completing the testing necessary to remediate
the material weakness.
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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
statements 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 period from May 27, 2021 (inception) through December 31, 2021,
quarterly reports on Form 10-Q for the quarters ended March 31, 2022 and June
30, 2022 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.
Item 9.01. Financial Statements and Exhibits.
Exhibit Description
Number
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
?
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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 thereunto duly authorized.
MELI Kaszek Pioneer Corp
Registrant
Date: November 21, 2022 By:
Pedro Arnt
Co-Chief Executive Officer
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MELI KASZEK PIONEER CORP 
