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GRAB Grab Holdings Limited

Filed: 6 Oct 20, 4:06pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2020

ALTIMETER GROWTH CORP.
(Exact name of registrant as specified in its charter)

Cayman Islands 001-39573 98-1554598
(State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number)

2550 Sand Hill Road, Suite 150
Menlo Park, CA
 94025
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 549-9145

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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-fifth of one redeemable warrant AGCUU NASDAQ Capital Market
Class A ordinary shares included as part of the units AGC NASDAQ Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 AGCWW NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.


Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2020, the Registration Statement on Form S-1 (File No. 333-248762) (the Registration Statement) relating to the initial public offering (the IPO) of Altimeter Growth Corp., a Cayman Islands exempted company (the Company) was declared effective by the U.S. Securities and Exchange Commission. On October 5, 2020, the Company consummated the IPO of 50,000,000 units (the Units), which includes Units issued pursuant to the full exercise of the underwriters option to purchase additional Units to cover overallotments. Each Unit consists of one Class A ordinary share, $0.0001 par value (the Class A Ordinary Shares), and one-fifth of one redeemable warrant (the Public Warrants), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $500,000,000 (before underwriting discounts and commissions and offering expenses). Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:


an Underwriting Agreement, dated September 30, 2020, between the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters, which contains customary representations and warranties and indemnification of the underwriters by the Company;


a Private Placement Warrants Purchase Agreement, dated September 30, 2020, between the Company and Altimeter Growth Holdings (the Sponsor), pursuant to which the Sponsor purchased 12,000,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per warrant (the Private Placement Warrants);


a Warrant Agreement, dated September 30, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the Warrant Agreement), which sets forth the expiration and exercise price of and procedure for exercising the Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement;


an Investment Management Trust Agreement, dated September 30, 2020, between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO proceeds and certain of the proceeds of the sale of the Private Placement Warrants, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;


a Registration and Shareholder Rights Agreement, dated September 30, 2020, between the Company and the Sponsor, which provides for customary demand and piggy-back registration rights for the Sponsor, customary piggy-back registration rights for such other equityholders, as well as certain transfer restrictions applicable to the Sponsor with respect to the Company’s securities, and, upon and following consummation of our initial business combination, the right of the Sponsor to nominate three individuals for election to the Company’s board of directors;


a Letter Agreement, dated September 30, 2020, by and between the Company, the Sponsor and each of the officers and directors of the Company, pursuant to which the Sponsor and each officer and director of the Company has agreed to vote any Class A Ordinary Shares held by him, her or it in favor of the Companys initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months; to certain transfer restrictions with respect to the Companys securities; and to certain indemnification obligations of the Sponsor;


an Administrative Services Agreement, dated September 30, 2020, between the Company and the Sponsor, pursuant to which the Sponsor has agreed to make available office space, secretarial and administrative services, as may be required by the Company from time to time, for $20,000 per month until the earlier of the Company’s initial business combination or liquidation.


Indemnity Agreements, each dated September 30, 2020, between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 10.1, 4.1, 10.2, 10.3, 10.4, 10.5 and 10.6 respectively.

Item 3.02 Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 12,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating total proceeds of $12,000,000 (the Private Placement). The Private Placement Warrants, which were purchased by the Sponsor, are substantially similar to the Public Warrants, except that if held by the Sponsor or its permitted transferees, they (i) may be exercised for cash or on a cashless basis, (ii) are not subject to being called for redemption and (iii) subject to certain limited exceptions, will be subject to transfer restrictions until 30 days following the consummation of the Companys initial business combination. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company under all redemption scenarios and exercisable by holders on the same basis as the Public Warrants. The Private Placement Warrants have been issued pursuant to, and are governed by the Warrant Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 30, 2020, in connection with the IPO, Richard N. Barton, Aishetu Fatima Dozie and Dev Ittycheria (the “New Directors” and, together with Brad Gerstner and Hab Siam, the “Directors”) were appointed to the board of directors of the Company (the “Board”).

Mr. Barton, Ms. Dozie and Mr. Ittycheria will serve as members of the audit committee, with Mr. Barton serving as chair of the audit committee. Mr. Barton and Ms. Dozie will serve as members of the compensation committee, with Ms. Dozie serving as chair of the compensation committee.

In September 2020, the Sponsor transferred 75,000 of the Company’s Class B ordinary shares to each of Mr. Barton, Ms. Dozie and Mr. Ittycheria. The Company will reimburse the Directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.

Other than the foregoing, none of the Directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03 Amendments to Memorandum and Articles of Association.

On September 30, 2020, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.


Item 8.01 Other Events.

A total of $500,000,000 of the net proceeds from the IPO and the Private Placement (which includes approximately $17,500,000 of the underwriters’ deferred discount) were placed in a trust account established for the benefit of the holders of the Class A Ordinary Shares included in the Units issued in the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its income tax obligations, the funds held in the trust account will not be released from the trust account until the earliest of: (1) the completion of the Company’s initial business combination; (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company not complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (3) the redemption of all of the Company’s public shares if the Company is unable to complete its initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering, subject to applicable law.

Item 9.01. Financial Statements and Exhibits.


(d)
Exhibits.
  
Underwriting Agreement between the Company and Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters
  
Amended and Restated Memorandum and Articles of Association
  
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company
  
Private Placement Warrants Purchase Agreement between the Company and Altimeter Growth Holdings
  
Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company
  
Registration and Shareholder Rights Agreement between the Company and certain security holders
  
Letter Agreement between the Company, Altimeter Growth Holdings and each of the officers and directors of the Company
  
Administrative Services Agreement between the Company and Altimeter Growth Holdings
  
Form of Indemnity Agreement, dated September 30, 2020, between the Company and each of the officers and directors of the Company
  
Press Release, dated September 30, 2020.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 6, 2020

 ALTIMETER GROWTH CORP.
  
 
By:
/s/ Hab Siam
 
Name:
Hab Siam
 
Title:
General Counsel