UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~October~~February 1815, ~~2022~~ 2023

VALOR LATITUDE ACQUISITION CORP.

(Exact name of Registrant as specified in its Charter)

Cayman Islands

001-40322

98-1578908

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

PO Box 309,

Ugland House

Grand Cayman

KY1-1104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +1 973-290-2331

Not Applicable (Former name or former address, if changed since last report)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share	VLAT	Nasdaq Capital Market
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	VLATW	Nasdaq Capital Market
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	VLATU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 52.0203. –Creation ~~Departure~~ of ~~Directors~~a orDirect ~~Certain~~Financial ~~Officers;~~Obligation ~~Election~~or ofan ~~Directors;~~Obligation ~~Appointment~~under ofan ~~Certain~~Off-balance ~~Officers;~~Sheet ~~Compensatory~~Arrangement ~~Arrangements~~ of ~~Certain~~a ~~Officers~~Registrant.

On ~~October~~February 1815, ~~2022~~ 2023, Valor Latitude Acquisition Corp. (the “Company”) ~~appointed~~issued ~~each~~an ofunsecured ~~Messrs.~~promissory ~~John~~note G.(the ~~Bruno~~“Note”) ~~and~~in ~~Ricardo~~the ~~Knoepfelmacher~~amount of $100,000 to ~~the~~Valor ~~Company’s~~Latitude ~~Board~~LLC ~~of Directors~~ (the “~~Board~~Sponsor”),. ~~effective~~The ~~October~~proceeds ~~18,~~of ~~2022~~the Note will be used by the Company for general working capital purposes.

~~Mr.~~The ~~Bruno,~~Note ~~age~~bears ~~57,~~no ~~has extensive~~interest ~~public company global experience at scale, as well as information technology, cyber-security~~ and ~~technology~~is ~~enabled business~~payable ~~model expertise derived from 30 years~~ in ~~multi-industry~~full ~~executive~~upon ~~leadership~~the ~~roles.~~earlier ~~Mr.~~to ~~Bruno~~occur isof ~~currently~~(i) ~~CEO~~May ~~and Managing Partner of Storm Ventures~~5, ~~LLC,~~2023 aor ~~privately held expert advisory management consulting; and early-stage venture investment firm~~ (~~2022 – present~~ii) ~~and~~ athe ~~current~~consummation ~~member~~ of the ~~board~~Company’s ofinitial ~~directors~~business ofcombination. ~~Global~~A ~~Payments~~failure to ~~(NYSE:~~pay ~~GPN)~~the ~~and~~principal ~~chair~~within offive ~~its~~business ~~compensation~~days ~~committee as well as a member~~ of ~~its~~the ~~technology~~date ~~committee.~~specified ~~Previously,~~above ~~Mr.~~or ~~Bruno~~the ~~served~~commencement inof ~~various capacities at Aon, plc,~~ a ~~publicly~~voluntary ~~traded~~or ~~global~~involuntary ~~risk management~~bankruptcy ~~service~~action ~~provider,~~shall ~~including~~be asdeemed ~~former~~an ~~executive~~event ~~advisor~~of ~~to the CEO (2021-2022)~~default, ~~former~~in ~~Chief~~which ~~Operating~~case ~~Officer~~the ~~(2020~~Note –may ~~2021)~~be ~~and Chief~~accelerated. ~~Executive~~The ~~Officer~~Sponsor ofhas ~~its~~the ~~Data~~option &to ~~Analytics~~convert ~~Services~~any ~~business unit (2019 – 2021); Chief Operations Officer (2017 –~~unpaid ~~2019);~~balance ~~and Executive Vice President~~ of ~~Enterprise~~the ~~Innovation~~Note ~~and~~into ~~Chief~~warrants ~~Information Officer~~ (~~2014~~the –“Conversion ~~2017~~Warrants”)., ~~Mr.~~each ~~Bruno~~whole ~~has~~warrant ~~also~~entitling ~~served as~~the ~~former~~holder ~~Executive~~thereof ~~Vice~~to ~~President,~~purchase one ~~Industry~~Class ~~and~~A ~~Field~~ordinary ~~Operations~~share ~~and~~at ~~Corporate Development, NCR Corporation,~~ a ~~publicly-traded~~price ~~technology company~~of ~~(2013 – 2014), where Mr~~$11.50 ~~Bruno~~per ~~chaired~~Class ~~the~~A ~~company’s~~ordinary ~~Enterprise Risk Management Committee; Executive Vice President and Chief Technology Officer~~share, ~~NCR~~subject ~~Corporation~~to ~~(2011~~adjustment. –The ~~2013);~~terms ~~Executive~~of ~~Vice~~the ~~President,~~Conversion ~~Industry~~Warrants would ~~Solutions~~be ~~Group,~~identical ~~NCR~~to ~~Corporation (2008~~the ~~–2011);~~warrants ~~Managing~~issued ~~Director,~~by ~~Goldman~~the ~~Sachs~~Company ~~Group,~~in ~~Inc.~~a ~~(2007~~private –placement ~~2008);~~that ~~and~~was ~~Managing~~consummated ~~Director,~~in ~~Merrill~~connection ~~Lynch~~with &the ~~Co.,~~Company’s ~~Inc.~~initial ~~(2006~~public ~~– 2007), among other roles~~offering. WeThe ~~believe~~Sponsor ~~Mr.~~is ~~Bruno’s~~entitled ~~experience~~to ~~makes~~certain ~~him~~registration ~~well~~rights ~~qualified~~relating to ~~serve~~the asConversion ~~a director~~Warrants.

~~Mr.~~The ~~Knoepfelmacher~~issuance ~~is the founder~~ of RKthe ~~Partners~~Note ~~and~~was ~~has~~made ~~30 years of experience in operational and financial restructuring as an executive, consultant and board~~pursuant ~~member. During his career, he worked at Citibank, Grupo Nutrimental and McKinsey & Co. until he founded MGDK & Associados, a restructuring and consulting firm later sold~~ to the ~~Monitor~~exemption ~~Group~~from ~~(now~~registration ~~owned~~contained ~~by Deloitte). During this period, he worked~~ in ~~several~~Section ~~efficiency gain, investment appraisal and M&A projects in companies including Elevadores Atlas~~ 4(~~Atlas-Schindler), Acesita and Abril. Mr. Knoepfelmacher also worked on interim management projects and, at age 30, he was Caloi’s CEO for two years in~~ a ~~major operational and financial restructuring. He was also a senior partner of Monitor Company from which he left to be the CEO of Pegasus Telecom, later sold to the Telemar Group~~ )(~~currently Oi~~2). ~~After the sale~~ of ~~Pegasus, he founded Angra Partners and worked in major projects, such as~~ the ~~restructuring and~~Securities ~~sale~~Act of ~~Brasil Ferrovias and Brenco~~1933, among others. Subsequently, Mr. Knoepfelmacher was appointed CEO of Brasil Telecom, where he implemented a robust restructuring project that led to the company’s sale to the Telemar/Oi Group. He also worked on the restructuring of the EBX Group (OGX, OSX and MMX), Paranapanema, Galvão Engenharia, UTC, Estaleiro Atlântico Sul, Estaleiro Enseada, Rossi Residencial, Brasil Supply, Usina Caeté, Property Brasil and PDG, among others. He served as ~~Board Member of NII Holdings / Nextel (2013 – 2019), Netshoes (2017 – 2019), Iguá Saneamento (2018 – 2019) and Vicunha Têxtil (2013 – 2019)~~amended. He is currently a board member at Capitale / ZEG Group (since September 2020) and serves as a consulting board member at FUNCEX (Fundação Comércio Exterior) (since June 2021). He holds a Master’s degree in International Management from Thunderbird School (December 1989) and graduated in Economics from the University of Brasília (UnB) (December 1987). We believe Mr. Knoepfelmacher’s experience makes him well qualified to serve as a director.

~~The~~A ~~Board~~copy of the ~~Company~~Note is attached as Exhibit ~~has~~10.1 ~~affirmatively~~to ~~determined~~this ~~that~~Current ~~each~~Report ofon ~~Messrs.~~Form ~~Bruno~~8-K and ~~Knoepfelmacher~~is ~~meets~~incorporated ~~the~~herein ~~applicable~~by ~~standards~~reference. ~~for~~The andisclosures ~~independent~~set ~~director under~~forth ~~both~~in ~~the~~this ~~applicable~~Item ~~rules~~2.03 ofare ~~the~~intended to ~~Nasdaq~~be summaries only and ~~Rule~~are ~~10A-3~~qualified ~~under~~in ~~the~~their ~~Securities~~entirety ~~Exchange~~by ~~Act~~reference ofto ~~1934~~the Note.

InItem ~~connection with such appointments, Valor Latitude LLC (the “Sponsor”), the Company’s sponsor, will transfer and assign 25,000 of the Company’s Class B ordinary shares, par value $0~~9.~~0001 per share, to each of Mr~~01. ~~Bruno~~Financial Statements and MrExhibits. ~~Knoepfelmacher.~~

In(d) connection with these appointments, each of Mr. Bruno and Mr. Knoepfelmacher is expected to enter into an indemnity agreement with the Company that is substantially similar to the indemnity agreements entered into by the directors and officers of the Company at the time of the Company’s initial public offering.Exhibits:

There are no arrangements or understandings between Mr. Bruno or Mr. Knoepfelmacher and any other persons pursuant to which each of Mr. Bruno or Mr. Knoepfelmacher was selected as a director of the Company, and there are no transactions between either of Mr. Bruno or Mr. Knoepfelmacher or any of their respective related persons, on the one hand, and the Company, on the other hand, that would require disclosure pursuant to Item 404(a) of Regulation S-K.

Exhibit No.		Description
10.1		Promissory Note, dated February 15, 2023, issued by Valor Latitude Acquisition Corp. to Valor Latitude LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Valor Latitude Acquisition Corp.

	By:	/s/ J. Douglas Smith
	Name:	J. Douglas Smith
	Title:	Chief Financial Officer

Date: ~~October~~February 2415, ~~2022~~2023

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