2)
☒ | ANNUAL 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 |
Cayman Islands | 98-1554598 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| ||
3 Media Close, #01-03/06 Singapore | 138492 | |
(Address of principal executive offices) |
(Zip Code) |
(650) 549-9145
Symbol
on which registered (§Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒
On April 12, 2021,
In lightcontrol of the Staff Statement, we undertook a processholder or subject to re-evaluateredemption upon the occurrence of uncertain events not solely within the Company’s control) were classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2020, 32,137,745 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s financial statements, respectively. Additionally, as of December 31, 2020, 17,862,255 shares of Class A ordinary shares and 11,250,000 of Class B ordinary shares were presented as permanent equity in the equity section of the Company’s financial statements, respectively.
Company.
In connection with the restatement, management hasCompany’s managementCompany’sCompany���s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. For a discussion of management’s consideration of our disclosure controls and procedures, internal controls over financial reporting, and the material weaknesses identified, see Part II, Item 9A, “Controls and Procedures” of this Form
The following item has been amended to reflect additional corporate governance disclosure required by the rules of the New York Stock Exchange:
Part III, Item 10. Directors, Executive Officers, and Corporate Governance
3 | ||||||||||
Item 1. |
| |||||||||
Item 1A. |
| |||||||||
Item 1B. |
| |||||||||
Item 2. |
| |||||||||
Item 3. |
| |||||||||
Item 4. |
| |||||||||
46 | ||||||||||
Item 5. |
| |||||||||
Item 6. |
| |||||||||
Item 7. |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations (Restated) | ||||||||
Item 7A. |
| |||||||||
Item 8. |
| |||||||||
Item 9. |
| Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | ||||||||
Item 9A. |
| |||||||||
Item 9B. |
| |||||||||
52 | ||||||||||
Item 10. |
| Directors, Executive Officers and Corporate Governance (Restated) | ||||||||
Item 11. |
| |||||||||
Item 12. |
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | ||||||||
Item 13. |
| Certain Relationships and Related Transactions, and Director Independence | ||||||||
Item 14. |
| |||||||||
59 | ||||||||||
Item 15. |
| |||||||||
Item 16. |
| |||||||||
61 |
If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
ITEM 1. | BUSINESS. |
Prior to the consummation of the Initial Public Offering, on August 28, 2020, our sponsor paid $25,000, or approximately $0.001 per share, to cover certain of our offering and formation costs in consideration of 17,250,000 Class B ordinary shares, par value $0.0001. On September 2, 2020, our sponsor contributed 4,750,000 Class B ordinary shares back to the Company for no consideration, resulting in 12,500,000 Class B ordinary shares (the “Founder Shares”) being issued and outstanding. In September 2020, our sponsor transferred 75,000 Founder Shares to each of our independent directors. As a result of the underwriters’ election to fully exercise their over-allotment option, such Founder Shares are no longer subject to forfeiture.
As of December 31, 2020, there was approximately $500,000,000 in investments and cash held in the Trust Account and approximately $855,972 of cash held outside the Trust Account. As of December 31, 2020, no funds had been withdrawn from the Trust Account to pay taxes.
We are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our sponsor, Brad Gerstner (our “Founder”), or our officers or directors. In the event we seek to complete our initial Business Combination with a company that is affiliated with our sponsor, Founder, or any of our officers or directors, we, or a committee of independent directors, if required by applicable law or based upon the decision of our board of directors or a committee thereof, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial Business Combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
We believe Altimeter’s approach to investing will help us execute on our business strategy:
|
|
|
|
|
|
|
|
|
|
If we hold a shareholder vote to approve our initial Business Combination, we will:
However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial Business Combination.
If our initial Business Combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000 held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000 following the Initial Public Offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation
ITEM 1A. | RISK FACTORS. |
This risk will increase as we get closer to the time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive investigation.
If we seek shareholder approval of our initial Business Combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or warrants, which may influence a vote on a proposed Business Combination and reduce the public “float” of our Class A ordinary shares or public warrants.
You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Because of our limited resources and the significant competition for Business Combination opportunities, it may be more difficult for us to complete our initial Business Combination. If we have not consummated our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the
The securities in which we invest the proceeds held in the Trust Account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the per share redemption amount received by shareholders may be less than $10.00 per share.
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the
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 may not hold an annual general meeting until after the consummation of our initial Business Combination.
Moreover, we may, at our option, pursue an Affiliated Joint Acquisition opportunity with an entity affiliated with Altimeter and/or one or more investors in funds managed by Altimeter. Any such parties may
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
Our management may not be able to maintain control of a target business after our initial Business Combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
In order to effectuate an initial Business Combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial Business Combination that our shareholders may not support.
As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
We may be unable to obtain additional financing to complete our initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular Business Combination. If we have not consummated our initial Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
If we effect our initial Business Combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
In addition, our Founder, sponsor, officers and directors have and may continue in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies before its presentation to us, subject to our officers’ and directors’ fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an
The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.
The provisions of our amended and restated memorandum and articles of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval of the holders of at least
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.
In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
Our warrants are accounted for as liabilities and the changes in value
ITEM 1B. | UNRESOLVED STAFF COMMENTS. |
ITEM 2. | PROPERTIES. |
ITEM 3. | LEGAL PROCEEDINGS. |
ITEM 4. | MINE SAFETY DISCLOSURES |
ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
ITEM 6. | SELECTED FINANCIAL DATA. |
ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The Business Combination was closed on December 1, 2021. Grab is the surviving entity and will continue as a wholly owned subsidiary of PubCo. On December 1, 2021, the Company merged with and into J2 holdings, with the Company continuing as the surviving corporation pursuant to the Business Combination Agreement. The combined company is operating under the name “J2 Holdings Inc.,” which is a wholly-owned subsidiary of Grab Holdings Limited.
For the period from August 25, 2020 (inception) through December 31, 2020, we had a net loss of $130,999,889, which consisted of formation and operating costs of $212,799, transaction costs allocable to the warrant liabilities of $869,977, loss resulting from issuance of private placement warrants of $6,864,584 and changereported investments held in fair value of the warrant and FPA liabilities of $68,742,475 and $54,310,054, respectively.
trust or cash.
operations.
ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. |
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. |
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
ITEM 9A. | CONTROLS AND PROCEDURES. |
ITEM 9B. | OTHER INFORMATION. |
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Name | Age | Position | ||
Brad Gerstner | 49 | Chairman, Chief Executive Officer and President | ||
Hab Siam | 51 | General Counsel and Director | ||
Richard N. Barton | 53 | Director | ||
Aishetu Fatima Dozie | 44 | Director | ||
Dev Ittycheria | 54 | Director |
ITEM 11. | EXECUTIVE COMPENSATION. |
ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
Class A Ordinary Shares | Class B Ordinary Shares (2) | |||||||||||||||||||
Name of Beneficial Owner (1) | Number of Shares Beneficially Owned | Approximate Percentage of Class | Number of Shares Beneficially Owned | Approximate Percentage of Class | Approximate Percentage of Outstanding Ordinary Shares | |||||||||||||||
Altimeter Growth Holdings (our sponsor) (3) | — | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Brad Gerstner (3) | — | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Hab Siam (3) | — | — | 12,275,000 | 98.2 | % | 19.6 | % | |||||||||||||
Richard N. Barton | 250,000 | (4) | * | 75,000 | * | * | ||||||||||||||
Aishetu Fatima Dozie | — | — | 75,000 | * | * | |||||||||||||||
Dev Ittycheria | — | — | 75,000 | * | * | |||||||||||||||
All executive officers and directors as a group (5 individuals) | 250,000 | * | 12,500,000 | 100 | % | 20.0 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of our shareholders is 2550 Sand Hill Road, Suite 150, Menlo Park, California 94025. |
(2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination. |
(3) | The shares reported above are held in the name of our sponsor. Our sponsor is controlled by Mr. Gerstner and Mr. Siam. |
(4) | Units were acquired in a directed share program in connection with the Initial Public Offering. |
ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, officers and directors, or their respective affiliates, for services rendered prior to or in connection with the completion of an initial Business Combination. However, these individuals will be reimbursed for any
ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES. |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. |
(a) | The following documents are filed as part of this Form 10-K: |
(1) | Financial Statements: |
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to |
(2) | Financial Statement Schedules: |
(3) | Exhibits |
10.8 | Administrative Services Agreement, dated September 30, 2020, between the Company and the Altimeter Growth Holdings (1) | ||
10.9 | Promissory Note, dated August 27, 2020, issued by the Company to Altimeter Growth Holdings (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1, filed on September 11, 2020 (File No. 333-248762)) | ||
31.1* | Certification of Principal Executive Officer and 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 | ||
Certification of Principal Executive Officer | |||
101.INS* | XBRL Instance Document. | ||
101.SCH* | XBRL Taxonomy Extension Schema. | ||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. | ||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase. | ||
101.LAB* | XBRL Taxonomy Extension Label Linkbase. | ||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
** | Furnished herewith |
(1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on October 6, 2020 (FileNo. 001-39573) and incorporated by reference herein. |
(2) | Previously filed as an exhibit to our Annual Report on Form 10-K filed on March 26, 2021 and incorporated by reference herein. |
ITEM 16. |
|
J2 HOLDINGS INC. | ||
(as successor by merger to Altimeter Growth Corp.) | ||
By: | /s/ | |
Name: | ||
Title: |
Pursuant to the requirements
| ||||
| ||||
| ||||
| ||||
| ||||
ALTIMETER GROWTH CORP.
INDEX TO FINANCIAL STATEMENTS
F-2 | ||||
Financial Statements: | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 to |
Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
certain misstatements.
New York
ASSETS | ||||
Current assets: | ||||
Cash | $ | 855,972 | ||
Prepaid expenses | 275,591 | |||
|
| |||
Total Current Assets | 1,131,563 | |||
Cash and marketable securities held in Trust Account | 500,000,000 | |||
|
| |||
Total Assets | $ | 501,131,563 | ||
|
| |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||
Current liabilities: | ||||
Accrued expenses | $ | 64,100 | ||
|
| |||
Total Current Liabilities | 64,100 | |||
Warrant liability | 102,879,957 | |||
FPA liability | 54,310,054 | |||
Deferred underwriting fee payable | 17,500,000 | |||
|
| |||
Total Liabilities | 174,754,111 | |||
|
| |||
Commitments and Contingencies | ||||
Class A ordinary shares subject to possible redemption, 32,137,745 shares at $10.00 per share | 321,377,450 | |||
Shareholders’ Equity | ||||
Preferred share, $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, 17,862,255 issued and outstanding (excluding 32,137,745 shares subject to possible redemption) | 1,786 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 12,500,000 issued and outstanding | 1,250 | |||
Additional paid-in capital | 135,996,855 | |||
Accumulated deficit | (130,999,889 | ) | ||
|
| |||
Total Shareholders’ Equity | 5,000,002 | |||
|
| |||
Total Liabilities and Shareholders’ Equity | $ | 501,131,563 | ||
|
|
ASSETS | ||||
Current assets: | ||||
Cash | $ | 855,972 | ||
Prepaid expenses | 275,591 | |||
Total Current Assets | 1,131,563 | |||
Cash and marketable securities held in Trust Account | 500,000,000 | |||
Total Assets | $ | 501,131,563 | ||
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT | ||||
Current liabilities: | ||||
Accrued expenses | $ | 64,100 | ||
Total Current Liabilities | 64,100 | |||
Warrant liabilities | 102,879,957 | |||
FPA liability | 54,310,054 | |||
Deferred underwriting fee payable | 17,500,000 | |||
Total Liabilities | 174,754,111 | |||
Commitments and Contingencies | 0 | |||
Class A ordinary shares subject to possible redemption, 50,000,000 shares issued and outstanding at redemption value of $10.00 per share | 500,000,000 | |||
Shareholders’ Deficit | ||||
Preferred share, $0.0001 par value; 1,000,000 shares authorized,NaN issued and outstanding | 0 | |||
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized;NaN outstanding | 0 | |||
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized, 12,500,000 issued and outstanding | 1,250 | |||
Additional paid-in capital | 0 | |||
Accumulated deficit | (173,623,798 | ) | ||
Total Shareholders’ Deficit | (173,622,548 | ) | ||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | 501,131,563 | ||
Formation and general and administrative expenses | $ | 212,799 | ||
|
| |||
Loss from operations | (212,799 | ) | ||
Other income (expense): | ||||
Transaction costs allocable to warrant liability | (869,977 | ) | ||
Loss resulting from issuance of private placement warrants | (6,864,584 | ) | ||
Change in fair value of warrant liability | (68,742,475 | ) | ||
Change in fair value of FPA liability | (54,310,054 | ) | ||
Net loss | $ | (130,999,889 | ) | |
|
| |||
Weighted average shares outstanding of Class A redeemable ordinary shares | 50,000,000 | |||
|
| |||
Basic and diluted income per share, Class A | $ | (0 | ) | |
|
| |||
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 12,116,142 | |||
|
| |||
Basic and diluted net loss per share, Class B | $ | (10.81 | ) | |
|
|
Formation and general and administrative expenses | $ | 212,799 | ||
Loss from operations | (212,799 | ) | ||
Other income (expense): | ||||
Transaction costs allocable to warrant liabilities | (869,977 | ) | ||
Loss resulting from issuance of private placement warrants | (6,864,584 | ) | ||
Change in fair value of warrant liabilities | (68,742,475 | ) | ||
Change in fair value of FPA liability | (54,310,054 | ) | ||
Net loss | $ | (130,999,889 | ) | |
Weighted average shares outstanding of Class A redeemable ordinary shares | 34,645,669 | |||
Basic and diluted net loss per share, Class A | $ | (2.80 | ) | |
Weighted average shares outstanding of Class B non-redeemable ordinary shares | 12,116,142 | |||
Basic and diluted net loss per share, Class B | $ | (2.80 | ) | |
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance — August 25, 2020 (inception) | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | — | — | 12,500,000 | 1,250 | 23,750 | — | 25,000 | |||||||||||||||||||||
Sale of 50,000,000 Units, net of underwriting discounts, offering costs and Public Warrant value | 50,000,000 | 5,000 | — | — | 457,347,341 | — | 457,352,341 | |||||||||||||||||||||
Class A ordinary shares subject to possible redemption | (32,137,745 | ) | (3,214 | ) | — | — | (321,374,236 | ) | — | (321,377,450 | ) | |||||||||||||||||
Net loss | — | — | — | — | — | (130,999,889 | ) | (130,999,889 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Balance — December 31, 2020 | 17,862,255 | $ | 1,786 | 12,500,000 | $ | 1,250 | $ | 135,996,855 | $ | (130,999,889 | ) | $ | 5,000,002 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B Ordinary Shares | Additional Paid in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance — August 25, 2020 (inception) | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Issuance of Class B ordinary shares to Sponsor | 12,500,000 | 1,250 | 23,750 | — | 25,000 | |||||||||||||||
Accretion of Class A ordinary shares subject to pos s ible redemption | — | — | (23,750 | ) | (42,623,909 | ) | (42,647,659 | ) | ||||||||||||
Net loss | — | — | — | (130,999,889 | ) | (130,999,889 | ) | |||||||||||||
Balance — December 31, 2020 | 12,500,000 | $ | 1,250 | $ | 0 | $ | (173,623,798 | ) | $ | (173,622,548 | ) | |||||||||
Cash Flows from Operating Activities: | ||||
Net loss | $ | (130,999,889 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liability | 68,742,475 | |||
Change in fair value of FPA liability | 54,310,054 | |||
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 | |||
Transaction costs allocable to warrant liabilities | 869,977 | |||
Loss resulting from issuance of private placement warrants | 6,864,584 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (248,791 | ) | ||
Accrued expenses | 64,100 | |||
|
| |||
Net cash used in operating activities | (392,490 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (500,000,000 | ) | ||
|
| |||
Net cash used in investing activities | (500,000,000 | ) | ||
|
| |||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid | 490,000,000 | |||
Proceeds from sale of Private Placement Warrants | 12,000,000 | |||
Repayment of promissory note - related party | (178,120 | ) | ||
Payment of offering costs | (573,418 | ) | ||
|
| |||
Net cash provided by financing activities | 501,248,462 | |||
Net Change in Cash | 855,972 | |||
Cash – Beginning of period | — | |||
|
| |||
Cash – End of period | $ | 855,972 | ||
|
| |||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Initial classification of Class A ordinary shares subject to possible redemption | $ | 444,287,348 | ||
|
| |||
Change in value of Class A ordinary shares subject to possible redemption | $ | (122,909,898 | ) | |
|
| |||
Deferred underwriting fee payable | $ | 17,500,000 | ||
|
| |||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 20,000 | ||
|
| |||
Payment of offering costs through promissory note – related party | $ | 151,320 | ||
|
| |||
Payment of prepaid expenses through promissory note – related party | $ | 26,800 | ||
|
| |||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | $ | 34,137,482 | ||
|
| |||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | $ | 350,430 | ||
|
|
Cash Flows from Operating Activities: | ||||
Net loss | $ | (130,999,889 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Change in fair value of warrant liabilities | 68,742,475 | |||
Change in fair value of FPA liability | 54,310,054 | |||
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares | 5,000 | |||
Transaction costs allocable to warrant liabilities | 869,977 | |||
Loss resulting from issuance of private placement warrants | 6,864,584 | |||
Changes in operating assets and liabilities: | ||||
Prepaid expenses | (248,791 | ) | ||
Accrued expenses | 64,100 | |||
Net cash used in operating activities | (392,490 | ) | ||
Cash Flows from Investing Activities: | ||||
Investment of cash into Trust Account | (500,000,000 | ) | ||
Net cash used in investing activities | (500,000,000 | ) | ||
Cash Flows from Financing Activities: | ||||
Proceeds from sale of Class A ordinary shares, net of underwriting discounts paid | 490,000,000 | |||
Proceeds from sale of Private Placement Warrants | 12,000,000 | |||
Repayment of promissory note—related party | (178,120 | ) | ||
Payment of offering costs | (573,418 | ) | ||
Net cash provided by financing activities | 501,248,462 | |||
Net Change in Cash | 855,972 | |||
Cash – Beginning of period | 0 | |||
Cash – End of period | $ | 855,972 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Deferred underwriting fee payable | $ | 17,500,000 | ||
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | $ | 20,000 | ||
Payment of offering costs through promissory note – related party | $ | 151,320 | ||
Payment of prepaid expenses through promissory note – related party | $ | 26,800 | ||
Initial measurement of warrants issued in connection with the initial Public Offering accounted for as liabilities | $ | 34,137,482 | ||
Initial measurement of FPA units issued in connection with the initial Public Offering accounted for as liabilities | $ | 350,430 | ||
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
On April 12,STATEMENT
this Annual Report.
Theis reflected in the following summarizes the effecttables:
As of December 31, 2020 1 | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Balance Sheet: | ||||||||||||
Class A ordinary shares subject to possible redemption | $ | 321,377,450 | $ | 178,622,550 | $ | 500,000,000 | ||||||
Class A ordinary shares, $0.0001 par value | 1,786 | (1,786 | ) | 0 | ||||||||
Class B ordinary shares, $0.0001 par value | 1,250 | 0 | 1,250 | |||||||||
Additional paid-in capital | 135,996,855 | (135,996,855 | ) | 0 | ||||||||
Accumulated deficit | (130,999,889 | ) | (42,623,909 | ) | (173,623,798 | ) | ||||||
Total Shareholders’ Equity (Deficit) | 5,000,002 | (178,622,550 | ) | (173,622,548 | ) | |||||||
Number of Class A ordinary shares subject to redemption | 32,137,745 | 17,862,255 | 50,000,000 | |||||||||
For the Period from August 25, 2020 (inception) Through December 31, 2020 1 | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Statement of Operations: | ||||||||||||
Net Loss | $ | (130,999,889 | ) | $ | 0 | $ | (130,999,889 | ) | ||||
Weighted average shares outstanding – Class A ordinary shares | 50,000,000 | (15,354,331 | ) | 34,645,669 | ||||||||
Basic and diluted net loss per share, Class A ordinary shares | $ | 0 | $ | (2.80 | ) | $ | (2.80 | ) | ||||
Weighted average shares outstanding – Class B ordinary shares | 12,116,142 | 0 | 12,116,142 | |||||||||
Basic and diluted net loss per share, Class B ordinary shares | $ | (10.81 | ) | $ | 8.01 | $ | (2.80 | ) |
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
As of October 5, 2020 | ||||||||||||
As Reported | As Restated | Difference | ||||||||||
Balance Sheet | ||||||||||||
Warrant liability | $ | — | $ | 34,137,482 | $ | 34,137,482 | ||||||
FPA liability | — | 350,430 | 350,430 | |||||||||
Total Liabilities | 18,213,438 | 52,701,350 | 34,487,912 | |||||||||
Class A ordinary shares subject to possible redemption | 478,775,260 | 444,287,348 | (34,487,912 | ) | ||||||||
Class A ordinary shares, $0.0001 par value | 212 | 557 | 345 | |||||||||
Additional paid-in capital | 5,003,540 | 13,088,186 | 8,084,646 | |||||||||
Accumulated deficit | (5,000 | ) | (8,089,991 | ) | (8,084,991 | ) |
For the Period from August 25, 2020 (inception) through December 31, 2020 1 | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Statement of Cash Flows: | ||||||||||||
Supplemental Disclosure of Noncash Financing Activities | ||||||||||||
Initial value of Class A ordinary shares subject to possible redemption | 444,287,348 | (444,287,348 | ) | 0 | ||||||||
Change in value of Class A ordinary shares subject to possible redemption | (122,909,898 | ) | 122,909,898 | 0 |
As of October 5, 2020 1 | ||||||||||||
As Reported | Adjustment | As Restated | ||||||||||
Balance Sheet | ||||||||||||
Class A ordinary shares subject to possible redemption | 444,287,348 | 55,712,652 | 500,000,000 | |||||||||
Class A ordinary shares, $0.0001 par value | 557 | (557 | ) | 0 | ||||||||
Class B ordinary shares, $0.0001 par value | 1,250 | 0 | 1,250 | |||||||||
Additional paid-in capital | 13,088,186 | (13,088,186 | ) | 0 | ||||||||
Accumulated deficit | (8,089,991 | ) | (42,623,909 | ) | (50,713,900 | ) | ||||||
Total Shareholders’ Equity | 5,000,002 | (55,712,652 | ) | (50,712,650 | ) | |||||||
Number of Class A shares | 44,428,735 | 5,571,265 | 50,000,000 |
1 | On May 18, 2021, the Company restated its previously issued 10K to properly account for the Warrants and FPAs as liabilities on the balance sheet at fair value. Accordingly, the As Reported amounts in the tables above reflect the revised balances from the previous restatement. |
The
approve
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Gross Proceeds | $ | 500,000,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (15,272,898 | ) | ||
Class A ordinary shares issuance costs | (27,374,761 | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | 42,647,659 | |||
Class A ordinary shares subject to possible redemption | $ | 500,000,000 | ||
The Company’s statements of operations includes a presentation of income (loss)is excluded from earnings per share for ordinary shares subject to possibleas the redemption in a manner similar to the two-class method of income (loss) per share. Net income per share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, if any, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance. Net loss per share, basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class B non-redeemable ordinary shares outstanding for the period. Class B non-redeemable ordinary shares includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.
value approximates fair value.
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
For the Period From August 25, 2020 (inception) Through December 31, 2020 | ||||
Redeemable Class A Ordinary Shares | ||||
Numerator: Earnings allocable to Redeemable Class A Ordinary Shares | ||||
Interest Income | $ | — | ||
|
| |||
Net Earnings | $ | — | ||
|
| |||
Denominator: Weighted Average Redeemable Class A Ordinary Shares | ||||
Redeemable Class A Ordinary Shares, Basic and Diluted | 50,000,000 | |||
|
| |||
Earnings/Basic and Diluted Redeemable Class A Ordinary Shares | $ | 0.00 | ||
|
| |||
Non-Redeemable Class B ordinary shares | ||||
Numerator: Net Loss minus Redeemable Net Earnings | ||||
Net Loss | $ | (130,999,889 | ) | |
Less: Redeemable Net Earnings | — | |||
|
| |||
Non-Redeemable Net Loss | $ | (130,999,889 | ) | |
|
| |||
Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares | ||||
Non-Redeemable Class B Ordinary Shares, Basic and Diluted | 12,116,142 | |||
|
| |||
Loss/Basic and Diluted Non-Redeemable Class B Ordinary Shares | $ | (10.81 | ) | |
|
|
Note: As
For the Period From August 25, 2020 (inception) Through December 31, 2020 | ||||||||
Class A | Class B | |||||||
Basic and diluted net loss per ordinary share | ||||||||
Numerator: | ||||||||
Allocation of net loss, as adjusted | $ | (97,057,379 | ) | $ | (33,942,510 | ) | ||
Denominator: | ||||||||
Basic and diluted weighted average ordinary shares outstanding | 34,645,669 | 12,116,142 | ||||||
Basic and Diluted net loss per ordinary share | $ | (2.80 | ) | (2.80 | ) | |||
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one1 year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
Class
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
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 the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Warrant liabilities: | ||||||||||||||||
Public Warrants | $ | 48,677,457 | $ | — | $ | — | $ | 48,677,457 | ||||||||
Private Placement Warrants | — | — | 54,202,500 | 54,202,500 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total warrant liabilities | $ | 48,677,457 | $ | — | $ | 54,202,500 | $ | 102,879,957 | ||||||||
|
|
|
|
|
|
|
| |||||||||
FPA liability | — | — | 54,310,054 | 54,310,054 | ||||||||||||
|
|
|
|
|
|
|
|
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Warrant liabilities: | ||||||||||||||||
Public Warrants | $ | 48,677,457 | $ | 0 | $ | 0 | $ | 48,677,457 | ||||||||
Private Placement Warrants | 0 | 0 | 54,202,500 | 54,202,500 | ||||||||||||
Total warrant liabilities | $ | 48,677,457 | $ | 0 | $ | 54,202,500 | $ | 102,879,957 | ||||||||
FPA liability | $ | 0 | $ | 0 | $ | 54,310,054 | $ | 54,310,054 | ||||||||
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of August 25, 2020 | $ | — | $ | — | $ | — | ||||||
Initial measurement on October 5, 2020 | 18,864,584 | 15,272,898 | 34,137,482 | |||||||||
Change in valuation inputs or other assumptions(1) | 29,812,873 | 38,929,602 | 68,742,475 | |||||||||
|
|
|
|
|
| |||||||
Fair value as of December 31, 2020 | $ | 48,677,457 | $ | 54,202,500 | $ | 102,879,957 | ||||||
|
|
|
|
|
|
Private Placement | Public | Warrant Liabilities | ||||||||||
Fair value as of August 25, 2020 | $ | 0 | $ | 0 | $ | 0 | ||||||
Initial measurement on October 5, 2020 | 18,864,584 | 15,272,898 | 34,137,482 | |||||||||
Change in valuation inputs or other assumptions (1) | 29,812,873 | 38,929,602 | 68,742,475 | |||||||||
Fair value as of December 31, 2020 | $ | 48,677,457 | $ | 54,202,500 | $ | 102,879,957 | ||||||
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of warrant liabilities in the Statement of Operations. |
ALTIMETER GROWTH CORP.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2020
FPA Liability | ||||
Fair value as of August 25, 2020 | $ | — | ||
Initial measurement on October 5, 2020 | 350,430 | |||
Change in valuation inputs or other assumptions(1) | 53,959,624 | |||
|
| |||
Fair value as of December 31, 2020 | $ | 54,310,054 | ||
|
|
FPA Liability | ||||
Fair value as of August 25, 2020 | $ | 0 | ||
Initial measurement on October 5, 2020 | 350,430 | |||
Change in valuation inputs or other assumptions (1) | 53,959,624 | |||
Fair value as of December 31, 2020 | $ | 54,310,054 | ||
(1) | Changes in valuation inputs or other assumptions are recognized in change in fair value of FPA liability in the Statement of Operations. |
The
F-18