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

March 31, 2023

☐ 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 II

(Exact name of registrant as specified in its charter)


Cayman Islands	001-41127	98-1627112
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


7 World Trade Center 250 Greenwich Street, Floor 47 New York, New York		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	MTVC U	New York Stock Exchange
Class A ordinary shares included as part of the units	MTVC	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	MTVC 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 (§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 May 5, 2023, 34,137,444 Class A ordinary shares, par value $0.0001, and 8,534,361 Class B ordinary shares, par value $0.0001, were issued and outstanding.

PART I – FINANCIAL INFORMATION		3

Item 1.	Condensed Financial Statements	3

	Condensed Balance Sheets as of March 31, 2023 (unaudited) and December 31, 2022	3

	Unaudited Condensed Statements of Operations for the three months ended March 31, 2023 and 2022	4

	Unaudited Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit for the three months ended March 31, 2023 and 2022	5

	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2023 and 2022	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23

Item 4.	Controls and Procedures.	23

PART II–OTHER INFORMATION		24

Item 1.	Legal Proceedings.	24

Item 1 A.	Risk Factors.	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits.	25


	MARCH 31, 2023		DECEMBER 31, 2022
	(Unaudited)
ASSETS
Cash	$	1,010,280	$	1,095,280
Prepaid expenses		576,606		698,450
Other current assets		6,667		9,167
Total current assets		1,593,553		1,802,897
Marketable securities held in Trust Account		356,585,760		352,704,082
Total Assets	$	358,179,313	$	354,506,979

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	119,139	$	9,563
Accrued expenses		29,971		32,184
Total current liabilities		149,110		41,747
Deferred underwriting fees payable		11,948,105		11,948,105
Total liabilities		12,097,215		11,989,852

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,137,444 shares at $10.44 and 10.33 per share at March 31, 2023 and December 31, 2022, respectively		356,485,760		352,604,082

Shareholders’ deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 34,137,444 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,534,361 shares issued and outstanding		853		853
Additional paid-in capital		—		—
Accumulated deficit		(10,404,515)		(10,087,808)
Total shareholders’ deficit		(10,403,662)		(10,086,955)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	358,179,313	$	354,506,979


	For The Three		For The Three
	Months Ended		Months Ended
	March 31, 2023		March 31, 2022
General and administrative expenses	$	316,707	$	325,285
Loss from operations		(316,707)		(325,285)
Gain (loss) on marketable securities (net), dividends and interest, held in Trust Account		3,881,678		(120,597)
Net income (loss)	$	3,564,971	$	(445,882)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		34,137,444		34,137,444
Basic and diluted net income (loss) per share, Class A ordinary shares subject to possible redemption	$	0.08	$	(0.01)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		8,534,361		8,534,361
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.08	$	(0.01)


	Ordinary Shares Subject to Possible
	Redemption			Ordinary Shares
	Class A			Class B
	Shares	Amount		Shares	Amount		Additional Paid-In		Accumulated		Total Shareholders’
							Capital		Deficit		Deficit
Balance as of January 1, 2023	34,137,444	$	352,604,082	8,534,361	$	853	$	—	$	(10,087,808)	$	(10,086,955)
Increase in redemption value of Class A ordinary shares subject to redemption	—		3,881,678	—		—		—		(3,881,678)		(3,881,678)
Net income	—		—	—		—		—		3,564,971		3,564,971
Balance as of March 31, 2023 (unaudited)	34,137,444	$	356,485,760	8,534,361	$	853	$	—	$	(10,404,515)	$	(10,403,662)


Gross proceeds	$	341,374,440
Less:
Class A ordinary shares issuance costs		(19,252,156)
Fair value of Public Warrants at issuance		(6,258,531)

Plus:
Accretion of carrying value to redemption value		32,338,176
Class A ordinary shares subject to possible redemption at December 31, 2021		348,201,929
Increase in redemption value of Class A ordinary shares subject to redemption		4,402,153
Class A ordinary shares subject to possible redemption at December 31, 2022		352,604,082
Increase in redemption value of Class A ordinary shares subject to redemption		3,881,678
Class A ordinary shares subject to possible redemption at March 31, 2023	$	356,485,760

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
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 *		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


MOTIVE CAPITAL CORP II

By:	/s/ Rob Heyvaert
Name:	Rob Heyvaert
Title:	Chief Executive Officer

SEC Form 10-Q filed by Motive Capital Corp II