Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
ALTIMETER GROWTH CORP. 2
FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2022
TABLE OF CONTENTS
Table of Contents
September 30, 2022 |
December 31, 2021 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid Expenses |
||||||||
Total Current Assets |
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FPA Asset |
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Marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
||||||||
Current Liabilities |
||||||||
Accrued expenses and accounts payable |
$ | $ | ||||||
Accounts payable – related party |
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Promissory note – related party |
— | |||||||
Total Current Liabilities |
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FPA liability |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments and Contingencies (Note 6) |
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Class A ordinary shares subject to possible redemption $ |
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Shareholders’ Deficit |
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Preference Shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ Deficit |
( |
) |
( |
) | ||||
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
$ |
$ |
||||||
| For the three months ended September 30, 2022 |
For the three months ended September 30, 2021 |
For the nine months ended September 30, 2022 |
For the nine months ended September 30, 2021 |
|||||||||||||
Operating costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other Income: |
||||||||||||||||
Interest earned on marketable securities held in Trust Account |
||||||||||||||||
Change in fair value of FPA Asset/Liability |
( |
) | ( |
) | ||||||||||||
Net Income (Loss) |
$ |
$ |
$ |
$ |
( |
) | ||||||||||
Weighted average shares outstanding, Class A ordinary shares (1) |
||||||||||||||||
Basic and diluted net income (loss) per share, Class A ordinary shares (1) |
$ |
$ |
$ |
$ |
( |
) | ||||||||||
Weighted average shares outstanding, Class B ordinary shares (1) |
||||||||||||||||
Basic and diluted net income (loss) per share, Class B ordinary shares (1) |
$ |
$ |
$ |
$ |
( |
) | ||||||||||
| (1) | Subsequent to September 30, 2021, the Company adjusted its approach in calculating net loss per share to comply with FASB ASC Topic 260, “Earnings Per Share”. In doing so, the Company adopted a pro-rata approach between its two classes of shares. All share and per-share data have been retroactively restated to reflect this change. |
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
in Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
| Balance – January 1, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Net los s |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – March 31, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Accretion to Class A ordinary share redemption amount |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – June 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Accretion to Class A ordinary shares redemption amount |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – September 30, 2022 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid |
Accumulated |
Total Shareholders’ |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
in Capital |
Deficit |
Equity (Deficit) |
||||||||||||||||||||||
| Balance – January 1, 2021 |
— |
$ |
— |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||
| Sale of s |
— |
— |
— |
|||||||||||||||||||||||||
| Accretion to Class A ordinary shares redemption amount |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) | ||||||||||||||||||
| Net loss |
— |
— |
— |
— |
— |
( |
) |
( |
) | |||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – March 31, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – June 30, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Net income |
— |
— |
— |
— |
— |
|||||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance – September 30, 2021 |
$ |
$ |
$ |
— |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||
| |
|
|
|
|
|
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|
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Nine Months Ended September 30, 2022 |
Nine Months Ended September 30, 2021 |
|||||||
| Cash flow from operating activities: |
||||||||
| Net income (loss) |
$ | $ | ( |
) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: |
||||||||
| Interest earned on marketable securities held in Trust Account |
( |
) | ( |
) | ||||
| Change in fair value of FPA |
( |
) | ||||||
| Changes in operating assets and liabilities |
||||||||
| Prepaid expenses |
( |
) | ||||||
| Accrued expenses |
||||||||
| |
|
|
|
|||||
| Net cash used in operating activities |
( |
) |
( |
) | ||||
| |
|
|
|
|||||
| Cash flow from investing activities: |
||||||||
| Investment of cash in Trust Account |
( |
) | ||||||
| |
|
|
|
|||||
| Net cash used in investing activities |
— |
( |
) | |||||
| |
|
|
|
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| Cash flows from financing activities: |
||||||||
| Proceeds from sale of Units, net of underwriting discounts paid |
||||||||
| Proceeds from sale of private placement units |
||||||||
| Proceeds from promissory note – related party |
— | |||||||
| Repayment of promissory note – related party |
( |
) | ||||||
| Payment of offering costs |
( |
) | ||||||
| |
|
|
|
|||||
| Net cash provided by financing activities |
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| |
|
|
|
|||||
| Net change in cash |
( |
) |
||||||
| Cash - Beginning of the period |
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| |
|
|
|
|||||
| Cash - End of the period |
$ |
$ |
||||||
| |
|
|
|
|||||
| Non-cash investing and financing activities: |
||||||||
| Deferred underwriting fee payable |
$ | — | $ | |||||
| |
|
|
|
|||||
| Gross Proceeds |
$ | |||
| Less: |
||||
| Class A ordinary shares issuance costs |
$ | ( |
) | |
| Plus: |
||||
| Accretion of carrying value to redemption value |
$ | |||
| Class A ordinary shares subject to possible redemption as of December 31, 2021 |
$ |
|||
| Plus: |
||||
| Accretion of carrying value to redemption value |
$ | |||
| |
|
|||
| Class A ordinary shares subject to possible redemption as of September 30, 2022 |
$ |
|||
| |
|
For the Three Months ended September 30, 2022 |
For the Three Months Ended September 30, 2021 |
For the Nine Months ended September 30, 2022 |
For the period from March 10, 2021 (inception) through September 30, 2021 |
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Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
Class A |
Class B |
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| Basic and diluted net income (loss) per ordinary share |
||||||||||||||||||||||||||||||||
| Numerator: |
||||||||||||||||||||||||||||||||
| Allocation of net income (loss), as adjusted |
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
| Denominator: |
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| Basic and diluted weighted average shares outstanding |
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| |
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|
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|
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|
|
|
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|
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| Basic and diluted net income (loss) per ordinary share |
$ | $ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |
Description |
Level |
September 30, 2022 |
December 31, 2021 |
|||||||||
Assets: |
||||||||||||
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund |
1 | $ | $ | |||||||||
FPA Asset (Liability) |
3 | $ | ( |
) | $ | |||||||
Input |
September 30, 2022 |
December 31, 2021 |
||||||
| Risk-free interest rate |
% | % | ||||||
| Years to expected initial business combination date |
||||||||
| Conditional probability of Securities Issued |
% | % | ||||||
| Fair value of security at valuation date |
$ | $ | ( |
) | ||||
FPA (Asset) Liability |
||||
| Fair value, January 11, 2021 |
$ | |||
| Recognized loss on change in fair value |
||||
| |
|
|||
| Fair value, March 31, 2021 |
$ | |||
| Recognized gain on change in fair value |
( |
) | ||
| |
|
|||
| Fair value, June 30, 2021 |
$ | |||
| Recognized gain on change in fair value |
( |
) | ||
| |
|
|||
| Fair value, September 30, 2021 |
$ | ( |
) | |
| Recognized gain on change in fair value |
||||
| |
|
|||
| Fair value, December 31, 2021 |
$ | ( |
) | |
| Recognized gain on change in fair value |
||||
| |
|
|||
| Fair value, March 31, 2022 |
$ | ( |
) | |
| Recognized gain on change in fair value |
||||
| |
|
|||
| Fair value, June 30, 2022 |
$ | ( |
) | |
| Recognized gain on change in fair value |
||||
| |
|
|||
| Fair value, September 30, 2022 |
$ | |||
| |
|
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Table of Contents
ALTIMETER GROWTH CORP. 2
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception to September 30, 2022, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We may generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with completing a Business Combination.
For the three months ended September 30, 2022, we had a net income of $1,773,530, which consisted of interest earned on marketable securities held in the trust account of $2,034,887, offset by formation and operating expenses of $231,274 and a loss on the value of the FPA asset of $30,083.
For the three months ended September 30, 2021, we had net income of $941,482, which consisted of a gain on the value of the FPA of $1,627,867 and interest earned on marketable securities held in the trust account of $6,914 offset by formation and operating expenses of $693,299.
For the nine months ended September 30, 2022, we had a net income of $1,366,599, which consisted of formation and operating expenses of $947,771 and a loss on the value of the FPA asset of $396,409, offset by interest earned on marketable securities held in the trust account of $2,710,779.
For the nine months ended September 30, 2021, we had net loss of $702,772 which consisted of a loss on the value of the FPA of $471,389 and formation and operating expenses of $1,193,776, offset by $19,615 of interest earned on marketable securities held in the trust account.
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares by our Sponsor and advances from our Sponsor.
On January 11, 2021, we consummated our Initial Public Offering of 45,000,000 shares, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 5,000,000 shares, at $10.00 per share, generating gross proceeds of $450,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 1,100,000 Private Placement Shares to our sponsor at a price of $10.00 per share, generating gross proceeds of $11,000,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Shares, a total of $450,000,000 was placed in the Trust Account, and we had $1,995,000 of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $25,304,775 in transaction costs, including $9,000,000 of underwriting fees, $15,750,000 of deferred underwriting fees and $554,775 of other offering costs.
For the nine months ended September 30, 2022, net cash used in operating activities was $499,835. The net income of $1,366,599 was offset by the interest earned on marketable securities held in trust of $2,710,779 and changes in value of the FPA asset of $396,409 and in operating assets and liabilities used $447,936 of cash from operating activities.
For the nine months ended September 30, 2021, net cash used in operating activities was $1,013,769. The net loss of $702,772 was offset by the interest earned on marketable securities held in trust of $19,615 and changes in value of the FPA asset of $471,389 and changes in operating assets and liabilities used $180,007 of cash from operating activities.
At September 30, 2022 and December 31, 2021, we had cash held in the Trust Account of $452,738,926 and $450,028,147, respectively. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable (if applicable) and deferred underwriting commissions) and the proceeds from the sale of the forward purchase shares to complete our Business Combination. To the extent that our shares or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the post-Business Combination entity, make other acquisitions and pursue our growth strategies.
17
Table of Contents
ALTIMETER GROWTH CORP. 2
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
At September 30, 2022 and December 31, 2021, we had cash of $46,196 and $398,681, held outside of the Trust Account, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, properties or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. On June 10, 2022, amended and restated on August 11, 2022, the Company issued an unsecured promissory note (the “Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,000,000. The Note is non-interest bearing and payable upon consummation of a Business Combination. As of September 30, 2022, $147,350 is outstanding. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share at the option of the lender.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating and consummating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2022 and December 31, 2021. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non- financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay affiliate of the Sponsor a monthly fee of $20,000 for office space, utilities and secretarial, and administrative and support services. We began incurring these fees on January 11, 2021 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per share, or $15,750,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
We entered into a forward purchase agreement which will provide for the purchase of a certain number of shares (the “forward purchase shares”), up to 5,000,000 forward purchase shares for $10.00 per share, or an aggregate purchase price of $50,000,000 in a private placement to close concurrently with the closing of a Business Combination.
Critical Accounting Estimates
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with United States Generally Accepted Accounting Polices (“GAAP”). The preparation of our unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the following as its critical accounting policies:
18
Table of Contents
ALTIMETER GROWTH CORP. 2
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
FPA
The Company accounts for the Forward Purchase Agreement (“FPA”) as a derivative instrument based on an assessment of the specific terms of the FPA and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). This assessment, which requires the use of professional judgment, is conducted at the time of execution of the FPA and as of each subsequent quarterly period end date while the FPA is outstanding. Changes in the estimated fair value of the FPA between reporting periods is recognized as a non-cash gain or loss on the statement of operations. The inputs used by the Company to value its FPA require estimation by the Company. To demonstrate the sensitivity to the most judgmental areas of this estimate, a 1% increase in the present value of the security input would increase the Company’s FPA asset by approximately $350,000.
Recent Accounting Standards
In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the accounting pronouncement and therefore has not yet adopted as of September 30, 2022. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2022, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial Reporting
During the fiscal quarter ended September 30, 2022, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER
INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 25, 2022 (the “Annual Report”). Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, other than below, there have been no material changes to the risk factors disclosed in our Annual Report filed with the SEC.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial Business Combination, and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete a Business Combination, and results of operations.
On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, enhancing disclosures in business combination transactions involving blank check companies (“SPACs”) and private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; effectively eliminating the safe harbor relating to the use of projections in SEC filings in connection with proposed business combination transactions; increasing the potential liability of certain participants in proposed business combination transactions; and the extent to which blank check companies could become subject to regulation under the Investment Company Act of 1940 (the “Investment Company Act”) . These rules, if adopted, whether in the form proposed or in revised form, may materially adversely affect our ability to negotiate and complete our initial business combination and may increase the costs and time related thereto.
Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
If we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a business combination and liquidate the Company.
As described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a business combination. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete a business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours, that has not entered into a definitive agreement within 18 months after the effective date of its IPO Registration Statement or that does not complete its initial business combination within 24 months. As a result, it is possible that a claim could be made that we have been operating as an unregistered investment company, although we hold the proceeds from our Initial Public Offering and the simultaneous private placement in a Trust Account invested primarily in U.S. government securities. If we are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements and expenses for which we have not allotted funds. As a result, if we are deemed an investment company under the Investment Company Act, we may abandon our efforts to consummate a Business Combination and instead liquidate the Company.
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To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
The funds in the Trust Account have, since our Initial Public Offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time on or prior to the 24-month (or 27-month, as applicable) anniversary of the effective date of the registration statement for our Initial Public Offering instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of our initial Business Combination or liquidation of the Company. Following such liquidation, we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
In addition, even prior to the 24-month (or 27-month, as applicable) anniversary of the effective date of the registration statement for our Initial Public Offering, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month (or 27-month, as applicable) anniversary, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the Company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior to the 24-month (or 27-month, as applicable) anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS FROM REGISTERED SECURITIES.
On January 11, 2021, we consummated our Initial Public Offering of 45,000,000 shares, which included the full exercise by the underwriters of the over-allotment option to purchase an additional 5,000,000 shares, at $10.00 per share, generating gross proceeds of $450,000,000. Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as book-running managers of the offering. The securities sold in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333- 251431). The SEC declared the registration statement effective on January 6, 2021.
Simultaneously with the consummation of the Initial Public Offering we consummated a private placement of 1,100,000 Private Placement Shares to our sponsor at a price of $10.00 per share, generating total proceeds of $11,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
The Private Placement Shares are identical to the Class A ordinary shares sold in the Initial Public Offering, subject to certain limited exceptions. Of the gross proceeds received from the Initial Public Offering and the Private Placement Shares, $450,000,000 was placed in the Trust Account. We paid a total of $9,000,000 in upfront underwriting discounts and commissions and $554,775 for other offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $15,750,000 in underwriting discounts and commissions.
For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALTIMETER GROWTH CORP. 2 | ||||||
| Date: November 14, 2022 | /s/ Brad Gerstner | |||||
| Name: | Brad Gerstner | |||||
| Chief Executive Officer, President and Chairman | ||||||
| Title: | (Principal Executive Officer) | |||||
| Date: November 14, 2022 | /s/ Hab Siam | |||||
| Name: | Hab Siam | |||||
| General Counsel | ||||||
| Title: | (Principal Financial and Principal Accounting Officer) | |||||
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