Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-balance Sheet Arrangement of a Registrant.
On February 28, 2022, Valor Latitude Acquisition Corp. (the "Company") issued an
unsecured promissory note (the "Note") in the amount of $300,000 to Valor
Latitude LLC (the "Sponsor"). The proceeds of the Note will be used by the
Company for general working capital purposes.
The Note bears no interest and is payable in full upon the earlier to occur of
(i) February 28, 2023 or (ii) the consummation of the Company's initial business
combination. A failure to pay the principal within five business days of the
date specified above or the commencement of a voluntary or involuntary
bankruptcy action shall be deemed an event of default, in which case the Note
may be accelerated. The Sponsor has the option to convert any unpaid balance of
the Note into warrants (the "Conversion Warrants"), each whole warrant entitling
the holder thereof to purchase one Class A ordinary share at a price of $11.50
per Class A ordinary share, subject to adjustment. The terms of the Conversion
Warrants would be identical to the warrants issued by the Company in a private
placement that was consummated in connection with the Company's initial public
offering. The Sponsor is entitled to certain registration rights relating to the
Conversion Warrants.
The issuance of the Note was made pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference. The disclosures set forth in this
Item 2.03 are intended to be summaries only and are qualified in their entirety
by reference to the Note.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2022, Mário Mello Freire Neto notified the board of directors
(the "Board") of the Company of his decision to resign as Chief Executive
Officer, effective immediately, in order to devote additional time to other
matters. Mr. Mello will remain a director of the Company.
On February 22, 2022, Hélio Lima Magalhães was appointed as Chief Executive
Officer of the Company, effective immediately, to serve on a permanent basis.
Mr. Magalhães has served the Company as an independent director, and as chair of
the Company's audit committee and member of the Company's compensation committee
and nominating and corporate governance committee. There is no arrangement or
understanding between Mr. Magalhães and any other person pursuant to which he
was named Chief Executive Officer of the Company.
Mr. Magalhães will continue his service as director and member of the Company's
nominating and corporate governance committee following his appointment as Chief
Executive Officer. The Board has determined that Mr. Magalhães is no longer
independent as a result of his appointment as Chief Executive Officer, and
therefore, he has resigned as a member of the Company's audit committee and
compensation committee.
Mr. Magalhães, age 70, significant knowledge and experience in the Latin
American market and the financial industry, as well as extensive experience
serving in a number of executive positions and as a board member of other public
companies, and has served as a member of the Company's board of directors since
May 2021. From 2012 to 2017, Mr. Magalhães was Chief Executive Officer of
Citibank Brazil, a commercial bank. From 2010 to 2012, Mr. Magalhães served as
President of The Americas Global Network Services (GNS) at American Express, a
multinational financial services corporation. Mr. Magalhães has served as the
chairman of the board of directors of Banco do Brasil S.A. since 2019 and as
chairman of the board of UBS BB Investment Bank since 2020, and has also served
on the board of directors of Companhia Melhoramentos São Paulo S.A. since 2019
and Suzano S.A. since 2020. Mr. Magalhães previously served as a board member of
Eletropaulo Metropolitana (2018-2019), the Fundo Garantidor de Créditos
(Brazilian FDIC) (2018), IRB Brasil RE (2017-2019), VR Investments (2017-2018),
Elavon do Brasil (2012-
2016), and the Brazilian Federation of Banks - Febraban (2012-2017), among other
companies. Mr. Magalhães has a B.S. degree in Electrical Engineering and
Computer Science from George Washington University (1976) and a postgraduate
degree in Computer Science from the Pontifícia Universidade Católica do Rio de
Janeiro - PUC-Rio (1982).
Following Mr. Magalhães resignation from the Company's audit committee and
compensation committee, the Board appointed, effective immediately, (1) current
independent board member, Barry L. Engle, to replace Mr. Magalhães on, and to
serve as chair of, the audit committee, on a permanent basis and (2) current
independent board member, Brian P. Brooks, to replace Mr. Magalhães on the
compensation committee, on a permanent basis.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In addition, because Mr. Magalhães ceased to be independent as a result of his
appointment as the Company's Chief Executive Officer, the Board currently has
three independent directors and four non-independent directors and as such, the
Board does not have a majority of independent directors as required by Nasdaq
Listing Rule 5605(b)(1) (the "Board Independence Rule"). Accordingly, the Board
plans to commence a selection process for qualified individuals to add
additional independent directors in order to comply with the Board Independence
Rule. The Company notified Nasdaq of the foregoing on the date hereof. The
Company is committed to a corporate governance program that ensures that its
Board has the right people and practices to effectively create stockholder value
while considering the interests of all of its stakeholders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
10.1 Promissory Note, dated February 28, 2022, issued by Valor Latitude
Acquisition Corp. to Valor Latitude LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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VALOR LATITUDE ACQUISITION CORP. 
