Item
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On October 18,
2022, Valor Latitude Acquisition Corp. (the “Company”) appointed each of Messrs. John G. Bruno and Ricardo Knoepfelmacher
to the Company’s Board of Directors (the “Board”), effective October 18, 2022.
Mr. Bruno, age 57, has
extensive public company global experience at scale, as well as information technology, cyber-security and technology enabled business
model expertise derived from 30 years in multi-industry executive leadership roles. Mr. Bruno is currently CEO and Managing Partner of
Storm Ventures, LLC, a privately held expert advisory management consulting; and early-stage venture investment firm (2022 – present)
and a current member of the board of directors of Global Payments (NYSE: GPN) and chair of its compensation committee as well as a member
of its technology committee. Previously, Mr. Bruno served in various capacities at Aon, plc, a publicly traded global risk management
service provider, including as former executive advisor to the CEO (2021-2022), former Chief Operating Officer (2020 – 2021) and
Chief Executive Officer of its Data & Analytics Services business unit (2019 – 2021); Chief Operations Officer (2017 –
2019); and Executive Vice President of Enterprise Innovation and Chief Information Officer (2014 – 2017). Mr. Bruno has also served
as former Executive Vice President, Industry and Field Operations and Corporate Development, NCR Corporation, a publicly-traded technology
company (2013 – 2014), where Mr. Bruno chaired the company’s Enterprise Risk Management Committee; Executive Vice President
and Chief Technology Officer, NCR Corporation (2011 – 2013); Executive Vice President, Industry Solutions Group, NCR Corporation
(2008 –2011); Managing Director, Goldman Sachs Group, Inc. (2007 – 2008); and Managing Director, Merrill Lynch & Co.,
Inc. (2006 – 2007), among other roles. We believe Mr. Bruno’s experience makes him well qualified to serve as a director.
Mr. Knoepfelmacher is
the founder of RK Partners and has 30 years of experience in operational and financial restructuring as an executive, consultant and board
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 Group (now owned by Deloitte). During this period, he worked in several efficiency gain,
investment appraisal and M&A projects in companies including Elevadores Atlas (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). After the sale of Pegasus, he founded Angra Partners and worked in major projects, such as the restructuring
and sale of Brasil Ferrovias and Brenco, 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).
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 Board of the Company
has affirmatively determined that each of Messrs. Bruno and Knoepfelmacher meets the applicable standards for an independent director
under both the applicable rules of the Nasdaq and Rule 10A-3 under the Securities Exchange Act of 1934.
In 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 $0.0001 per share, to each of Mr. Bruno and Mr. Knoepfelmacher.
In 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.
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.