UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended September 30, 2022

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

For the transition period from to

Commission File Number:

001-41246

LatAmGrowth SPAC

(Exact name of registrant as specified in its charter)


Cayman Islands	98-1605340
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

Pedregal 24 8th Floor Molino del Rey Mexico City, Mexico	11000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +52 55 9178 9015 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 Class A ordinary share, $0.0001 par value, and one-half of one warrant	LATGU	The Nasdaq Stock Market LLC
Class A ordinary shares	LATG	The Nasdaq Stock Market LLC
Warrants	LATGW	The Nasdaq Stock Market LLC

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

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 the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by the 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 November 14, 2022, there were 13,000,000 Class A ordinary shares, $0.0001 par value, and 3,250,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Table of Contents

LATAMGROWTH SPAC

Form 10-Q for the Quarter Ended September 30, 2022

Table of Contents


		Page
PART I. FINANCIAL INFORMATION			1
Item 1.	Financial Statements		1
	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from May 20, 2021 (Inception) through September 30, 2021		2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2022 and for the three months ended September 30, 2021 and for the period from May 20, 2021 (Inception) through September 30, 2021		3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from May 20, 2021 (Inception) through September 30, 2021		4
	Notes to Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		22
Item 4.	Controls and Procedures.		23
PART II - OTHER INFORMATION			24
Item 1.	Legal Proceedings		24
Item 1A.	Risk Factors.		24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3.	Defaults upon Senior Securities		26
Item 4.	Mine Safety Disclosures.		26
Item 5.	Other Information.		26
Item 6.	Exhibits.		27
PART III - SIGNATURES			28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

LATAMGROWTH SPAC

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31,
	(Unaudited)		2021
Assets
Current Assets:
Cash	$	1,150,366	$	—
Prepaid expenses		314,284		—
Total Current Assets		1,464,650		—
Marketable securities held in Trust Account		133,390,345		—
Deferred offering costs		—		438,499
Total Assets	$	134,854,995	$	438,499

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	276,267	$	402,504
Promissory note - related party		—		101,530
Total Current Liabilities		276,267		504,034
Warrant liabilities		2,880,000		—
Deferred underwriting commissions		4,550,000		—
Total Liabilities		7,706,267		504,034

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 13,000,000 shares and 0 shares at redemption value of $10.21 and $0.00 at September 30, 2022 and December 31, 2021, respectively		133,390,345		—

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 13,000,000 and 0 shares subject to possible redemption) at September 30, 2022 and December 31, 2021, respectively		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,250,000 and 3,737,500⁽¹⁾ shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		325		374
Additional paid-in capital		—		24,626
Accumulated deficit		(6,241,942)		(90,535)
Total Shareholders’ Deficit		(6,241,617)		(65,535)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	134,854,995	$	438,499

(1) This number includes up to 487,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). In March 2022, the Sponsor effected a surrender of the 487,500 founder shares to the Company for no consideration upon expiration of the over-allotment option.

The accompanying notes are an integral part of these condensed financial statements.

Table of Contents

LATAMGROWTH SPAC

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For the period from
							May 20, 2021
	For the three		For the nine		For the three		(Inception)
	months ended		months ended		months ended		through
	September 30, 2022		September 30, 2022		September 30, 2021		September 30, 2021
Formation and operating costs	$	286,101	$	948,461	$	1,442	$	91,442
Loss from operations		(286,101)		(948,461)		(1,442)		(91,442)
Other (expense) income:
Gain (loss) on change in fair value of warrants		(1,152,000)		8,064,000		—		—
Gain on expiration of overallotment option		—		390,000		—		—
Trust interest income		602,501		790,345		—		—
Warrant issuance costs		—		(335,231)		—		—
Total other (expense) income, net		(549,499)		8,909,114		—		—

Net (loss) income	$	(835,600)	$	7,960,653	$	(1,442)	$	(91,442)

Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption		13,000,000		11,718,978		—		—
Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.05)	$	0.53	$	—	$	—
Basic and diluted weighted average shares outstanding of Class B ordinary shares		3,250,000		3,250,000		3,250,000		3,250,000
Basic and diluted net (loss) income per share, Class B ordinary shares	$	(0.05)	$	0.53	$	(0.00)	$	(0.03)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

LATAMGROWTH SPAC

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


								Total
	Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of December 31, 2021	3,737,500	$	374	$	24,626	$	(90,535)	$	(65,535)
Excess cash received over fair value of private placement warrants	—		—		1,896,000		—		1,896,000
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option	(487,500)		(49)		49		—		—
Remeasurement of Class A ordinary shares to redemption amount	—		—		(1,920,675)		(13,321,715)		(15,242,390)
Net income	—		—		—		7,186,897		7,186,897
Balance as of March 31, 2022 (unaudited)	3,250,000		325		—		(6,225,353)		(6,225,028)
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(187,844)		(187,844)
Net income	—		—		—		1,609,356		1,609,356
Balance as of June 30, 2022 (unaudited)	3,250,000		325		—		(4,803,841)		(4,803,516)
Remeasurement of Class A ordinary shares to redemption amount	—		—		—		(602,501)		(602,501)
Net loss	—		—		—		(835,600)		(835,600)
Balance as of September 30, 2022 (unaudited)	3,250,000	$	325	$	—	$	(6,241,942)	$	(6,241,617)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM MAY 20, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021


								Total
	Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of May 20, 2021 (inception)	—	$	—	$	—	$	—	$	—
Class B ordinary shares issued to Sponsor for payment of offering costs	3,737,500		374		24,626		—		25,000
Net loss	—		—		—		(90,000)		(90,000)
Balance as of June 30, 2021 (unaudited)	3,737,500		374		24,626		(90,000)		(65,000)
Net loss	—		—		—		(1,442)		(1,442)
Balance as of September 30, 2021 (unaudited)	3,737,500	$	374	$	24,626	$	(91,442)	$	(66,442)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

LATAMGROWTH SPAC

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


			For the period from
			May 20, 2021
	For the nine		(Inception)
	months ended		through
	September 30, 2022		September 30, 2021
Cash flows from operating activities:
Net income (loss)	$	7,960,653	$	(91,442)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(790,345)		—
Warrant issuance costs		335,231		—
Unrealized gain on change in fair value of warrants		(8,064,000)		—
Gain on expiration of overallotment option		(390,000)		—
Changes in operating assets and liabilities:
Prepaid expenses		(314,284)		—
Accounts payable and accrued expenses		162,306		91,442
Net cash used in operating activities		(1,100,439)		—
Cash flows from investing Activities:
Principal deposited in Trust Account		(132,600,000)		—
Net cash used in investing activities		(132,600,000)		—

Cash flows from financing Activities:
Proceeds from initial public offering, net of underwriters’ discount		127,400,000		—
Proceeds from private placement		7,900,000		—
Payment of Sponsor promissory note		(142,350)		—
Payment of deferred offering costs		(306,845)		—
Net cash provided by financing activities		134,850,805		—

Net change in cash		1,150,366		—
Cash, beginning of the period		—		—
Cash, end of the period	$	1,150,366	$	—

SEC Form 10-Q filed by LatAmGrowth SPAC