Form 10-Q

Large Accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-40061

Catcha Investment Corp

(Exact Name of Registrant As Specified in Its Charter)


Cayman Islands		98-1574476
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

Level 42, Suntec Tower Three 8 Temasek Blvd Singapore		038988
(Address of Principal Executive Offices)		(Zip Code)

+65-6829-2294

(Registrant Telephone Number, Including Area Code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	CHAA.U	New York Stock Exchange
Class A ordinary shares, par value $0.0001 per share	CHAA	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A ordinary stock at an exercise price of $11.50 per share	CHAA WS	New York Stock Exchange

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

(Section 232.405 of this chapter) during the preceding 12 months (or 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):

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 ☐

As of May

, 2022, 30,000,000 shares of Class A ordinary shares, par value $0.0001, and 7,500,000 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.


	Page
Part I. Financial Information
Item 1. Interim Financial Statements
Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (Unaudited)		2
Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2022 and 2021 (Unaudited)		4
Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (Unaudited)		5
Notes to Condensed Financial Statements (Unaudited)		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 3. Quantitative and Qualitative Disclosures about Market Risk		24
Item 4. Controls and Procedures		25
Part II. Other Information		26
Item 1. Legal Proceedings		26
Item 1A. Risk Factors		26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		26
Item 3. Defaults Upon Senior Securities		26
Item 4. Mine Safely Disclosures		26
Item 5. Other Information		26
Item 6. Exhibits		26
Signatures		28


	March 31, 2022			December 31, 2021
Assets	(Unaudited)
Cash	$	673,869		$	995,064
Prepaid expenses		6,079			41,955

Total current assets		679,948			1,037,019
Investments held in Trust Account		300,122,121			300,084,603

Total Assets	$	300,802,069		$	301,121,622

Liabilities and Shareholders’ Deficit
Accounts payable and accrued expenses	$	478,441		$	474,254
Due to related party		35,625			6,000

Total current liabilities		514,066			480,254
Deferred underwriting fees		10,500,000			10,500,000
Warrant liability		3,841,467			8,910,582

Total liabilities		14,855,533			19,890,836

Commitments and Contingencies (Note 7)
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value at March 31, 2022 and December 31, 2021 , respectively		300,122,121			300,084,603
Shareholders’ Deficit:
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued and outstanding, (excluding 30,000,000 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 shares issued and outstanding at March 31, 2022 and December 31, 2021		750			750
Accumulated deficit		(14,176,335	)		(18,854,567	)

Total Shareholders’ Deficit		(14,175,585	)		(18,853,817	)

Total Liabilities and Shareholders’ Deficit	$	300,802,069		$	301,121,622


	For the three months ended March 31, 2022			For the three months ended March 31, 2021
Formation and operating costs	$	390,883		$	67,947

Loss from operations		(390,883	)		(67,947	)

Other income (loss):
Interest income from Trust Account		37,518			10,185
Transaction costs incurred in connection with IPO		—			(795,046	)
Change in fair value of warrant liability		5,069,115			(606,791	)

Total other income (loss), net		5,106,633			(1,391,652	)

Net income (loss)	$	4,715,750		$	(1,459,599	)

Basic and diluted weighted average shares outstanding, redeemable ordinary shares, subject to possible redemption		30,000,000			14,333,333

Basic and diluted net income (loss) per share	$	0.13		$	(0.07	)

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares		7,500,000			6,902,778

Basic and diluted net income (loss) per share	$	0.13		$	(0.07	)


	Ordinary Shares								Additional Paid-In Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance as of January 1, 2022		—	$	—		7,500,000	$	750	$	—	$	(18,854,567	)	$	(18,853,817	)
Net income		—		—		—		—		—		4,715,750			4,715,750
Accretion of interest income to Class A shares subject to redemption		—		—		—		—		—		(37,518	)		(37,518	)

Balance as of March 31, 2022		—	$	—		7,500,000	$	750	$	—	$	(14,176,335	)	$	(14,175,585	)


	For the Three Months Ended March 31, 2022			For the Three Months Ended March 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	4,715,750		$	(1,459,599	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on investments held in Trust Account		(37,518	)		(10,185	)
Change in fair value of warrant liability		(5,069,115	)		606,791
Transaction costs incurred in connection with IPO		—			795,046
Changes in current assets and current liabilities:
Prepaid expenses		35,876			(228,642	)
Accounts payable and accrued expenses		4,187			25,535
Due to related party		29,625			15,667

Net cash used in operating activities		(321,195	)		(255,387	)
Cash Flows from Investing Activities:
Purchase of investments held in Trust Account		—			(300,000,000	)

Net cash used in investing activities		—			(300,000,000	)
Cash Flows from Financing Activities:
Proceeds from initial public offering, net of costs		—			294,000,000
Proceeds from private placement		—			8,000,000
Payment of promissory note		—			(131,259	)
Payments of offering costs		—			(318,570	)

Net cash provided by financing activities		—			301,550,171
Net Change in Cash		(321,195	)		1,294,784
Cash – Beginning		995,064			—

Cash – Ending	$	673,869		$	1,294,784

Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriting commissions charged to additional paid in capital	$	—		$	10,500,000

Initial value of Class A ordinary shares subject to possible redemption	$	—		$	300,000,000

Accretion of interest income to Class A shares subject to possible redemption	$	37,518		$	10,185

Initial classification of warrant liability	$	—		$	21,165,634

Deferred offering costs paid under promissory note	$	—		$	126,259

Deferred offering costs included in accrued expenses	$	—		$	87,633


	Amortized Cost and Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value as of March 31, 2022
Cash	$	466	$	—	$	—		$	466
U.S. Treasury Securities		300,121,655		—		(108,491	)		300,013,164
	$	300,122,121	$	—	$	(108,491	)	$	300,013,630


Gross proceeds from initial public offering	$	300,000,000
Less: Proceeds allocated to Public Warrants		(13,790,354	)
Less: Class A ordinary shares issuance costs		(16,236,137	)
Less: Initial fair value of over-allotment option		(325,679	)
Add: Remeasurement of Class A ordinary shares to redemption value		30,352,170
Add: Accretion of interest income to Class A shares subject to redemption		84,603

Class A ordinary shares subject to possible redemption as of December 31, 2021		300,084,603
Add: Accretion of interest income to Class A shares subject to redemption		37,518
Class A ordinary shares subject to possible redemption as of March 31, 2022	$	300,122,121


	For the three months ended March 31, 2022				For the three months ended March 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)	$	3,772,600		943,150	$	(985,158	)	$	(474,441	)
Denominator:
Weighted-average shares outstanding		30,000,000		7,500,000		14,333,333			6,902,778
Basic and diluted net income (loss) per share	$	0.13	$	0.13	$	(0.07	)	$	(0.07	)


	March 31, 2022		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities
Warrant Liability—Public Warrants	$	2,500,000	$	2,500,000	$	—	$	—
Warrant Liability—Private Warrants		1,341,467		—		1,341,467		—

	$	3,841,467	$	2,500,000	$	1,341,467	$	—


	December 31, 2021		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities
Warrant Liability - Public Warrants	$	5,799,000	$	5,799,000	$	—	$	—
Warrant Liability - Private Warrants		3,111,582		—		3,111,582		—

	$	8,910,582	$	5,799,000	$	3,111,582	$	—


Input	December 31, 2021			March 31, 2022
Public Warrant Price		0.58			0.25
Risk-free interest rate		1.32	%		2.42	%
Expected term (years)		5.63			5.48
Expected volatility		10.5	%		4.2	%
Stock price	$	9.77		$	9.80
Exercise price	$	11.50		$	11.50
Dividend yield		—	%		—	%


No.		Description of Exhibit

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*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*		Inline XBRL Taxonomy Extension Schema Document

101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		Inline XBRL Extension Presentation Linkbase Document

104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	Warrant Liability


Fair value at December 31, 2020	$	—
Initial fair value of public and private warrant liabilities		21,165,634
Change in fair value for the three months ended March 31, 2021		606,791

Fair value as of March 31, 2021		21,772,425
Change in fair value of public and private warrants		(5,935,084	)
Public warrants transferred to level 1 on April 5, 202 1		(9,800,000	)
Change in fair value of private warrants		(2,318,968	)
Private warrants transferred to level 2		(3,111,582	)

Fair Value at December 31, 2021	$	—


	CATCHA INVESTMENT CORP

Date: May 23, 2022		/s/ Patrick Grove
	Name:	Patrick Grove
	Title:	Chairman and Chief Executive Officer
		(Principal Executive Officer)

Date: May 23, 2022		/s/ Luke Elliot
	Name:	Luke Elliot
	Title:	Director and President
		(Principal Financial and Accounting Officer)

SEC Form 10-Q filed by Catcha Investment Corp.