10-K 1 brhc10022059_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39573

ALTIMETER GROWTH CORP. 2

(Exact name of registrant as specified in its charter)

Cayman Islands (State or other jurisdiction of incorporation or organization)		98-1563924 (I.R.S. Employer Identification No.)

2550 Sand Hill Road, Suite 150 Menlo Park, CA (Address of principal executive offices)		94025 (Zip Code)

Registrant’s telephone number, including area code: (650) 549-9145

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Class A ordinary shares		AGCB		New York Stock Exchange LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non‑accelerated filer ☒

Smaller reporting company ☒

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.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No

There was no aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, because the registrant’s common equity was not trading on any exchange on that date.

As of March 26, 2021, there were 45,000,000 Class A ordinary shares, $0.0001 par value and 11,250,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I			5
	Item 1.	Business	5
	Item 1A.	Risk Factors	19
	Item 1B.	Unresolved Staff Comments	48
	Item 2.	Properties	48
	Item 3.	Legal Proceedings	49
	Item 4.	Mine Safety Disclosures	49
PART II			49
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	49
	Item 6.	Selected Financial Data	50
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
	Item 8.	Consolidated Financial Statements and Supplementary Data	52
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52
	Item 9A.	Controls and Procedures	52
	Item 9B.	Other Information	53
PART III			53
	Item 10.	Directors, Executive Officers and Corporate Governance	53
	Item 11.	Executive Compensation	58
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	59
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	60
	Item 14.	Principal Accounting Fees and Services	61
PART IV			63
	Item 15.	Exhibits and Financial Statement Schedules	63
	Item 16.	Form 10-K Summary	64
SIGNATURES			65

Name	Age	Position
Brad Gerstner	49	Chairman, Chief Executive Officer and President

Hab Siam	51	General Counsel

Richard N. Barton	53	Director

Anu Hariharan	40	Director

Anita Lynch	47	Director

Lexi Reese	46	Director

	Class A Ordinary Shares		Class B Ordinary Shares⁽²⁾
Name of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned	Approximate Percentage of Class	Number of Shares Beneficially Owned	Approximate Percentage of Class	Approximate Percentage of Outstanding Ordinary Shares
Altimeter Growth Holdings 2 (our sponsor)⁽³⁾	1,100,000	2.4%	10,950,000	97.3%	21.0%
Brad Gerstner⁽³⁾	1,100,000	2.4%	10,950,000	97.3%	21.0%
Hab Siam⁽³⁾	1,100,000	2.4%	10,950,000	97.3%	21.0%
Richard Barton	250,000⁽⁴⁾	*	75,000	*	*
Anu Hariharan	200,000⁽⁴⁾	*	75,000	*	*
Anita Lynch	1,000⁽⁴⁾	*	75,000	*	*
Lexi Reese	75,000⁽⁴⁾	*	75,000	*	*
All executive officers and directors as a group (6 individuals)	1,626,000	3.5%	11,250,000	100%	22.5%

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Shareholder’s Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

Exhibit number	Description of exhibit
3.1	Amended and Restated Memorandum and Articles of Association (1)

4.1	Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on December 17, 2020 (File No. 333-251431))

4.5*	Description of Registrant’s Securities

10.1	Private Placement Shares Purchase Agreement, dated January 6, 2021, between the Company and Altimeter Growth Holdings 2 (1)

10.2	Investment Management Trust Agreement, dated January 6, 2021, between the Company and Continental Stock Transfer & Trust Company (1)

10.3	Registration and Shareholder Rights Agreement, dated January 6, 2021, between the Company and certain security holders (1)

10.4	Letter Agreement, dated January 6, 2021, between the Company, Altimeter Growth Holdings 2 and each of the officers and directors of the Company (1)

10.5	Form of Indemnity Agreement, dated January 6, 2021, between the Company and each of the officers and directors of the Company (1)

10.6	Administrative Services Agreement, dated January 6, 2021, between the Company and the Altimeter Growth Holdings 2 (1)

10.7	Forward Purchase Agreement, dated January 5, 2021 between the Company and Altimeter Partners Fund, L.P. (1)

10.8	Promissory Note, dated October 23, 2020, issued by the Company to Altimeter Growth Holdings 2 (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1, filed on December 17, 2020 (File No. 333-251431))

31.1*	Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document.

101.SCH*	XBRL Taxonomy Extension Schema.

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase.

101.DEF*	XBRL Taxonomy Extension Definition Linkbase.

101.LAB*	XBRL Taxonomy Extension Label Linkbase.

101.PRE*	XBRL Taxonomy Extension Presentation Linkbase.

	ALTIMETER GROWTH CORP. 2

	By:	/s/ Brad Gerstner
		Name: Brad Gerstner
		Title: Chairman, Chief Executive Officer and President

Signature	Title	Date

/s/ Brad Gerstner	Chairman, Chief Executive Officer and President	March 26, 2021
Brad Gerstner

/s/ Hab Siam	General Counsel	March 26, 2021
Hab Siam

/s/ Richard N. Barton	Director	March 26, 2021
Richard N. Barton

/s/ Anu Hariharan	Director	March 26, 2021
Anu Hariharan

/s/ Anita Lynch	Director	March 26, 2021
Anita Lynch

/s/ Lexi Reese	Director	March 26, 2021
Lexi Reese

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Shareholder’s Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-14

ASSETS
Deferred offering costs	$	392,268
TOTAL ASSETS	$	392,268

LIABILITIES AND SHAREHOLDER’S EQUITY
Current liabilities
Accrued offering costs	$	252,678
Promissory note — related party		119,590
Total Liabilities		372,268

Commitments and Contingencies

Shareholder’s Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 11,250,000 shares issued and outstanding ⁽¹⁾		1,125
Additional paid-in capital		23,875
Accumulated deficit		(5,000	)
Total Shareholder’s Equity		20,000
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	$	392,268

Formation and operating costs	$	5,000
Net Loss	$	(5,000	)

Weighted average shares outstanding, basic and diluted ⁽¹⁾		10,000,000

Basic and diluted net loss per ordinary shares	$	(0.00	)

	Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Capital		Deficit			Equity
Balance — October 14, 2020 (inception)		—	$	—	$	—	$	—		$	—

Issuance of Class B ordinary shares to Sponsor⁽¹⁾		11,250,000		1,125		23,875		—			25,000

Net loss		—		—		—		(5,000	)		(5,000	)

Balance — December 31, 2020		11,250,000	$	1,125	$	23,875	$	(5,000	)	$	20,000

Cash Flows from Operating Activities:
Net loss	$	(5,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of formation costs through issuance of Class B ordinary shares		5,000
Net cash used in operating activities		—

Net Change in Cash		—
Cash – Beginning		—
Cash – Ending	$	—

Non-cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	252,678
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares	$	20,000
Deferred offering costs paid through promissory note - related party	$	119,590

SEC Form 10-K filed by Altimeter Growth Corp. 2