UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Amendment No. )*
MELI Kaszek Pioneer Corp
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G5S74L106
(CUSIP Number)
Louise Pentland
Executive Vice President, Chief Business Affairs and Legal Officer
PayPal Holdings, Inc.
2211 North First Street
San Jose, California 95131
(408) 967-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 1, 2021
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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Name of Reporting Person
PayPal Holdings, Inc.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
I.R.S. I.D. # 47-2989869
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2.
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Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐
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3.
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SEC Use Only
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4.
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Source of Funds
WC
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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6.
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Citizenship or Place of Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
2,000,000
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
2,000,000
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
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13.
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Percent of Class Represented by Amount in Row (11)
6.73%
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14.
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Type of Reporting Person
CO
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CUSIP No. G5S74L106
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Page 3 of 6 pages
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EXPLANATORY NOTE
Item 1. Security and Issuer
This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of MELI Kaszek Pioneer Corp, a Cayman Islands exempted company (the “Issuer”), whose principal executive offices are located at 78 SW 7th Street, Individual Office No. 07-156, Miami, Florida 33130.
Item 2. Identity and Background
(a) – (c) This Schedule 13D is being filed by PayPal Holdings, Inc., a Delaware corporation (the “Reporting Person”). The address of the principal place of business and principal
office of the Reporting Person is 2211 North First Street, San Jose, California 95131. The Reporting Person, together with its subsidiaries and affiliates, operates a proprietary global technology platform that links merchants and consumers around
the globe to facilitate the processing of payment transactions, allowing the Reporting Person to connect millions of merchants and consumers worldwide. The Reporting Person’s Payments Platform facilitates an efficient and secure means for merchants
to receive payments, and a convenient, secure way for consumers to make payments. The name, business address and present principal occupation or employment of each director and executive officer of the Reporting Person, and the name, principal place
of business and address of any corporation or other organization in which such employment is conducted, are set forth on Schedule A to this Schedule 13D and incorporated herein by reference.
(d) During the last five years, neither the Reporting Person, nor to the Reporting Person’s knowledge, any person named on Schedule A, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, nor to the best knowledge of the Reporting Person, any of the directors and executive officers identified on Schedule
A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
(f) All of the directors and executive officers required to be listed in Schedule A are United States citizens.
Item 3. Source and Amount of Funds or Other Consideration
On October 1, 2021, the Reporting Person completed its purchase of an aggregate of 2,000,000 Class A Ordinary Shares in the initial public offering of the Issuer at an aggregate
purchase price of $20.0 million. The funds used to purchase the Class A Ordinary Shares were from the working capital of the Reporting Person.
Item 4. Purpose of Transaction
General
The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review its investments in the
Issuer on a continuing basis. Any actions the Reporting Person might undertake may be made at any time and from time to time without prior notice and will be dependent upon the Reporting Person’s review of numerous factors, including, but not
limited to: an ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; price levels of the Issuer’s securities; general market, industry and economic conditions; the relative attractiveness of alternative
business and investment opportunities; and other future developments.
The Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the
open market or in privately negotiated transactions. In addition, the Reporting Person may engage in discussions with management, the board of directors of the Issuer, and securityholders of the Issuer and other relevant parties or encourage, cause
or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the common stock of the
Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer’s business or corporate structure, including changes in management or the composition
of the board of directors of the Issuer. There can be no assurance, however, that the Reporting Person will propose such a transaction, that any proposed transaction would receive the requisite approvals from the respective governing bodies and
unitholders, as applicable, or that any such transaction would be successfully implemented.
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CUSIP No. G5S74L106
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Page 4 of 6 pages
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Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of
the matters listed in Items 4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer
(a) – (b)
The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Class A Ordinary Shares and percentage of
Class A Ordinary Shares beneficially owned by the Reporting Person, as well as the number of shares of Class A Ordinary Shares as to which the Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 29,725,000 Class A Ordinary Shares outstanding as of October 1, 2021:
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Reporting Person
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Amount beneficially owned
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Percent of class
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Sole power to vote or to direct the vote
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Shared power to vote or to direct the vote
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Sole power to dispose or to direct the disposition
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Shared power to dispose or to direct the disposition
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PayPal Holdings, Inc.
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2,000,000
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6.73%
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2,000,000
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0
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2,000,000
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0
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To the Reporting Person’s knowledge, no Class A Ordinary Shares are beneficially owned by any of the persons listed on Schedule A.
(c) Except as provided in Item 3 of this Schedule 13D, neither the Reporting Person, nor to the Reporting Person’s knowledge,
any person named on Schedule A, has effected any transaction in the Class A Ordinary Shares during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Issuer, including but not limited to any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
None.
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CUSIP No. G5S74L106
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Page 5 of 6 pages
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SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF PAYPAL HOLDINGS, INC.
The following table sets forth the name, business address, present principal occupation or employment and material occupations, positions,
offices or employment of each of the directors and executive officers of PayPal Holdings, Inc. as of the date of this Schedule 13D. All directors and executive officers listed below are citizens of the United States unless otherwise noted herein. The
business address for all of the directors and executive officers of PayPal Holdings, Inc. is c/o PayPal Holdings, Inc., 2211 North First Street, San Jose, California 95131.
Directors of PayPal Holdings, Inc.:
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Name
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Position
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Present Principal Occupation or Employment and Business Address
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Rodney C. Adkins
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Director
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President, 3RAM Group LLC
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Jonathan Christodoro
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Director
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Partner, Patriot Global Management, L.P.
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John J. Donahoe
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Director
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President and CEO, Nike, Inc.
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David W. Dorman
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Director
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Non-Executive Board Chair of CVS Health Corporation
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Belinda J. Johnson
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Director
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Former Chief Operating Officer, Airbnb, Inc.
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Enrique Lores
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Director
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President and Chief Executive Officer of HP Inc.
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Gail J. McGovern
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Director
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President and CEO, American Red Cross
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Deborah M. Messemer
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Director
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Former Major Market Managing Partner, KPMG (retired)
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David M. Moffett
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Director
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Former CEO, Federal Home Loan Mortgage Corp. (retired)
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Ann M. Sarnoff
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Director
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Board Chair and CEO, WarnerMedia Studios & Networks Group
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Daniel H. Schulman
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Director
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President and CEO, PayPal Holdings, Inc.
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Frank D. Yeary
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Director
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Managing Member, Darwin Capital Advisors, LLC
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Executive Officers of PayPal Holdings, Inc.:
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Name
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Present Principal Employment
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Daniel H. Schulman
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President and Chief Executive Officer
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Peggy Alford
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Executive Vice President, Global Sales
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Jonathan Auerbach
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Executive Vice President, Chief Strategy, Growth and Data Officer
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Mark Britto
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Executive Vice President, Chief Product Officer
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Aaron Karczmer
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Chief Risk Officer and Executive Vice President, Risk and Platforms
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Louise Pentland
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Executive Vice President, Chief Business Affairs and Legal Officer
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John D. Rainey
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Chief Financial Officer, Executive Vice President, Global Customer Operations
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Sripada Shivananda
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Executive Vice President, Chief Technology Officer
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CUSIP No. G5S74L106
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Page 6 of 6 pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: October 12, 2021 |
PayPal Holdings, Inc.
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By:
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/s/ Brian Yamasaki
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Name:
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Brian Yamasaki
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Title:
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Vice President, Corporate Legal and Secretary
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