UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021

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

For the transition period from to

MOTIVE CAPITAL CORP

(Exact name of registrant as specified in its charter)


Cayman Islands	001-39794	98-1561111
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


7 World Trade Center, 250 Greenwich St., FL 47 New York, NY		10007
(Address of principal executive offices)		(Zip Code)

(212) 651-0200

(Registrant’s telephone number, including area code)

Not Applicable

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

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-third of one redeemable warrant	MOTV U	The New York Stock Exchange
Class A Ordinary Shares included as part of the units	MOTV	The New York Stock Exchange
Redeemable Warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	MOTV WS	The 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 (§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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 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 August 13, 2021, 41,400,000 Class A ordinary shares, par value $0.0001, and 10,350,000 Class B ordinary shares, par value $0.0001, were issued and outstanding


		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1
	Unaudited Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended June 30, 2021	3
	Unaudited Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021	4
	Notes to Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26
PART II. OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	28
SIGNATURES		29


	June 30, 2021		December 31, 2020
	(unaudited)
Assets:
Current assets:
Cash	$	1,006,051	$	1,674,650
Prepaid expenses		453,075		651,605
Total current assets		1,459,126		2,326,255
Investments held in Trust Account		414,090,409		414,020,525
Total Assets	$	415,549,535	$	416,346,780

Liabilities and Shareholders' Equity:
Current liabilities:
Accounts payable	$	104,367	$	961
Accrued expenses		1,218,684		415,560
Total current liabilities		1,323,051		416,521
Deferred underwriting commissions		14,490,000		14,490,000
Derivative liabilities		20,789,520		40,532,280
Total liabilities		36,602,571		55,438,801

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 37,394,696 and 35,590,797 shares subject to possible redemption at $10.00 per share at June 30, 2021 and December 31, 2020, respectively		373,946,960		355,907,970

Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,005,304 and 5,809,203 shares issued and outstanding (excluding 37,394,696 and 35,590,797 shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		400		581
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding		1,035		1,035
Additional paid-in capital		—		16,798,022
Retained earnings (accumulated deficit)		4,998,569		(11,799,629)
Total shareholders' equity		5,000,004		5,000,009
Total Liabilities and Shareholders' Equity	$	415,549,535	$	416,346,780


	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2021		2021
General and administrative expenses	$	1,501,732	$	1,773,658
Loss from operations		(1,501,732)		(1,773,658)
Other income (expense)
Change in fair value of derivative liabilities		(1,387,420)		19,742,760
Gain on marketable securities, dividends and interest held in Trust Account		10,325		69,884
Net (loss) income	$	(2,878,827)	$	18,038,986

Weighted average shares outstanding of Class A redeemable ordinary shares		41,400,000		41,400,000
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.00	$	0.00
Weighted average shares outstanding of Class B non-redeemable ordinary shares		10,350,000		10,350,000
Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares	$	(0.28)	$	1.74


	Ordinary Shares						Additional		Retained Earnings		Total
	Class A			Class B			Paid-in		(Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit)		Equity
Balance — December 31, 2020	5,809,203	$	581	10,350,000	$	1,035	$	16,798,022	$	(11,799,629)	$	5,000,009
Shares subject to possible redemption	(2,091,782)		(209)	—		—		(16,798,022)		(4,119,589)		(20,917,820)
Net income	—		—	—		—		—		20,917,813		20,917,813
Balance — March 31, 2021 (unaudited)	3,717,421	$	372	10,350,000	$	1,035	$	—	$	4,998,595	$	5,000,002
Shares subject to possible redemption	287,883		28	—		—		—		2,878,801		2,878,829
Net loss	—		—	—		—		—		(2,878,827)		(2,878,827)
Balance - June 30, 2021 (unaudited)	4,005,304	$	400	10,350,000	$	1,035	$	—	$	4,998,569	$	5,000,004


Cash Flows from Operating Activities:
Net income	$	18,038,986
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(19,742,760)
Gain on marketable securities, dividends and interest held in Trust Account		(69,884)
Changes in operating assets and liabilities:
Prepaid expenses		198,529
Accounts payable		103,406
Accrued expenses		803,124
Net cash used in operating activities		(668,599)

Net decrease in cash		(668,599)

Cash - beginning of the period		1,674,650
Cash - end of the period	$	1,006,051

Supplemental disclosure of noncash financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$	18,038,990


	For the Three		For the Six
	Months Ended		Months Ended
	June 30,2021		June 30,2021
Class A redeemable ordinary shares
Numerator: Income allocable to Class A redeemable ordinary shares
Income from investments held in Trust Account	$	10,325	$	69,884
Less: Company's portion available to be withdrawn to pay taxes		—		—
Net income attributable to Class A redeemable ordinary shares	$	10,325	$	69,884
Denominator: Weighted average Class A redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares		41,400,000		41,400,000
Basic and diluted net income per share, Class A redeemable ordinary shares	$	0.00	$	0.00

Class B non-redeemable ordinary shares
Numerator: Net income (loss) minus net income allocable to Class A ordinary shares
Net income (loss)	$	(2,878,827)	$	18,038,986
Less: Net income allocable to Class A ordinary shares		(10,325)		(69,884)
Net income (loss) attributable to Class B non-redeemable ordinary shares	$	(2,889,152)	$	17,969,102
Denominator: Weighted average Class B non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Class B non-redeemable ordinary shares		10,350,000		10,350,000
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	(0.28)	$	1.74


Beginning of period
Warrant Liabilities - Public	$	21,390,000
Warrant Liabilities - Private		11,449,330
Forward Purchase agreement		7,692,950
Beginning of period total	$	40,532,280
Change in fair value of warrant liabilities – Public		(8,238,600)
Change in fair value of warrant liabilities – Private		(4,409,840)
Change in fair value of forward purchase agreement		(7,094,320)
End of period	$	20,789,520


	Fair Value Measured as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	414,090,409	$	—	$	—	$	414,090,409
Liabilities:
Derivative liabilities - public warrants		13,151,400		—		—		13,151,400
Derivative liabilities - private placement warrants		—		7,039,490		—		7,039,490
Derivative liabilities - forward purchase agreement		—		—		598,630		598,630
Total liabilities	$	13,151,400	$	7,039,490	$	598,630	$	20,789,520


	Fair Value Measured as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Investments held in Trust Account	$	414,020,525	$	—	$	—	$	414,020,525
Liabilities:
Derivative liabilities - public warrants		—		—		21,390,000		21,390,000
Derivative liabilities - private placement warrants		—		—		11,449,330		11,449,330
Derivative liabilities - forward purchase agreement		—		—		7,692,950		7,692,950
Total liabilities	$	—	$	—	$	40,532,280	$	40,532,280


As of	As of	As of
June 30, 2021	March 31, 2021	December 31, 2020

SEC Form 10-Q filed by Motive Capital Corp