References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Altimeter Growth Corp. References to our "management" or our
"management team" refer to our officers and directors, and references to the
"Sponsor" refer to Altimeter Growth Holdings. The following discussion and
analysis of the Company's financial condition and results of operations should
be read in conjunction with the unaudited condensed financial statements and the
notes thereto contained elsewhere in this Quarterly Report. Certain information
contained in the discussion and analysis set forth below includes
statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act that
are not historical facts, and involve risks and uncertainties that could cause
actual results to differ materially from those expected and projected. All
statements, other than statements of historical fact included in this Quarterly
Report including, without limitation, statements in this "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
regarding the Company's financial position, business strategy and the plans and
objectives of management for future operations, are forward-looking statements.
Words such as "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and variations thereof and similar words and
expressions are intended to identify such forward-looking statements. Such
forward-looking statements relate to future events or future performance, but
reflect management's current beliefs, based on information currently available.
A number of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the Risk Factors section of the
Company's amended Annual Report on Form
filed with the SEC on May 18, 2021. The Company's filings pursuant to the
Securities Act and the Exchange Act can be accessed on the EDGAR section of the
SEC's website at www.sec.gov. Except as expressly required by applicable
securities law, the Company disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new information,
future events or otherwise.
We are a blank check company incorporated in the Cayman Islands on August 25,
2020 formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or other similar business
combination with one or more businesses (the "Business Combination"). We intend
to effectuate our Business Combination using cash derived from the proceeds of
our initial public offering (the "Initial Public Offering") and the sale of the
Private Placement Warrants (as defined below), our shares, debt or a combination
of cash, shares and debt.
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.
On April 12, 2021, the Company entered into a Business Combination Agreement (as
it may be amended, supplemented or otherwise modified from time to time, the
"Business Combination Agreement"), by and among J1 Holdings Inc., a Cayman
Islands exempted company ("PubCo"), J2 Holdings Inc., a Cayman Islands exempted
company and direct wholly owned subsidiary of PubCo ("Merger Sub 1") and J3
Holdings Inc., a Cayman Islands exempted company and direct wholly owned
subsidiary of PubCo ("Merger Sub 2") and Grab Holdings Inc. a Cayman Islands
exempted company ("Grab").
The Business Combination Agreement provides for, among other things, the
following transactions on the closing date: (i) the Company will merge with and
into Merger Sub 1, with Merger Sub 1 as the surviving company in the merger and,
after giving effect to such merger, continuing as a wholly owned subsidiary of
PubCo (the "Initial Merger"), (ii) following the Initial Merger, Merger Sub 2
will merge with and into Grab, with Grab as the surviving entity in the merger
and, after giving effect to such merger, continuing as a wholly owned subsidiary
of PubCo (the "Acquisition Merger"). The Initial Merger, the Acquisition Merger
and the other transactions contemplated by the Business Combination Agreement
are hereinafter referred to as the "Business Combination".
The Business Combination is expected to close in the fourth quarter of 2021,
following the receipt of the required approval by our shareholders and the
fulfillment of other customary closing conditions.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities since inception have been organizational activities, those
necessary to prepare for our Initial Public Offering and identifying a target
company for our initial Business Combination. We do not expect to generate any
operating revenues until after completion of our initial Business Combination.
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 expenses as
we conduct due diligence on prospective Business Combination candidates.
For the six months ended June 30, 2021, we had net income of $34,323,181, which
consists of consists of
gains of $24,598,608 and $10,586,311 related to changes in the fair value of the
Warrants and FPAs, respectively, interest income on marketable securities held
in the Trust Account of $14,112 and operating costs of $875,850.
Liquidity and Capital Resources
On October 5, 2020, we completed the Initial Public Offering of 50,000,000
Units, which includes the full exercise by the illlderwriters of their
over-allotment option in the amount of 5,000,000 Units, at a price of$10.00 per
Unit, generating gross proceeds of $500,000,000. Simultaneously with the closing
of the Initial Public Offering, we completed the sale of 12,000,000 Private
Placement Warrants to the Sponsor at a price of$1.00 per Private Placement
Warrant generating gross proceeds of $12,000,000.
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Following the Initial Public Offering and the sale of the Private Placement
Warrants, a total of $500,000,000 was placed in the Trust Account, and we had
$1,961,900 of cash held outside of a trust account (the "Trust Account") after
payment of costs related to the Initial Public Offering, and available for
working capital purposes. We incurred $28,244,738 in transaction costs,
including $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting
fees and $744,738 of other costs.
As of June 30, 2021, we had marketable securities held in the Trust Account of
$500,014,112 (including approximately $14,112 of unrealized gains) consisting of
U.S. Treasury Bills with a maturity of 185 days or less.
For the six months ended June 30, 2021, cash used in operating activities was
$649,962. Net income of $34,323,181 was affected by an unrealized gain on
marketable securities held in our Trust Account of $14,112, change in fair value
of warrant liabilities of $24,598,608, change in fair value of FPA liability of
$10,586,311, and changes in operating assets and liabilities, which provided
$225,888 of cash.
We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account, which
interest shall be net of taxes payable and excluding deferred underwriting
commissions, to complete our Business Combination. We may withdraw interest from
the Trust Account to pay taxes, if any. To the extent that our share capital or
debt is used, in whole or in part, as consideration to complete a Business
Combination, the remaining proceeds held in the Trust Account will be used as
working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
At June 30, 2021, we had cash of $272,126 held outside of the Trust Account. 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, plants or similar locations of
prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
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. If we complete a Business Combination, we may
repay such loaned amounts out of the proceeds of the Trust Account released to
us. 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 warrants, at a
price of $1.00 per warrant, at the option of the lender. The warrants would be
identical to the Private Placement Warrants.
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
due diligence and negotiating 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 initial 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 completion of our Business Combination, in which case we may issue
additional securities or incur debt in connection with such Business
Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
sheet arrangements as of June 30, 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
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.
We do not have any
debt, capital lease obligations, operating lease obligations or long-term
liabilities, other than an agreement to pay an affiliate of the Sponsor a
monthly fee of $20,000 for office space, utilities and secretarial, and
administrative support services provided to the Company. We began incurring
these fees on September 30, 2020 and will continue to incur these fees monthly
until the earlier of the completion of a Business Combination and the Company's
The underwriters are entitled to a deferred fee of $0.35 per Unit, or
$17,500,000. 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 forward purchase agreements which provides for the purchase by
each of Altimeter Partners Fund, L.P. and JS Capital LLC of up to an aggregate
of 20,000,000 units (the "forward purchase securities"), with each unit
consisting of one Class A ordinary share and
of one redeemable warrant to purchase one Class A ordinary share at an exercise
price of $11.50 per whole share, for a purchase price of $10.00 per unit, in a
private placement to close concurrently with the closing of a Business
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Critical Accounting Policies
The preparation of condensed financial statements and related disclosures in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the condensed financial statements, and income and
expenses during the periods reported. Actual results could materially differ
from those estimates.
Warrant and FPA Liabilities
The Company accounts for the Warrants and FPAs as either equity-classified or
liability-classified instruments based on an assessment of the specific terms of
the Warrants and FPAs and the 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 ("Warrants and FPAs ASC 815"). The assessment considers whether they
are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and meet all of the requirements for equity
classification under ASC 815, including whether the Warrants and FPAs are
indexed to the Company's own ordinary common shares and whether the holders of
the Warrants could potentially require "net cash settlement" in a circumstance
outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional
judgment, is conducted at the time of issuance of the Warrants and execution of
the FPAs and as of each subsequent quarterly period end date while the Warrants
and FPAs are outstanding. For issued or modified warrants that meet all of the
criteria for equity classification, such warrants are required to be recorded as
a component of additional
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, such warrants are required to
be recorded at their initial fair value on the date of issuance, and each
balance sheet date thereafter. Changes in the estimated fair value of
liability-classified warrants are recognized as a
gain or loss on the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Class A Ordinary shares subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable ordinary shares (including ordinary shares
that features redemption rights that is either within the control of the holder
or subject to redemption upon the occurrence of uncertain events not solely
within our control) is classified as temporary equity. At all other times,
ordinary shares are classified as shareholders' equity. Our Class A ordinary
shares feature certain redemption rights that are considered to be outside of
our control and subject to occurrence of uncertain future events. Accordingly,
Class A ordinary shares subject to possible redemption is presented as temporary
equity, outside of the shareholders' equity section of our balance sheets.
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Net Income (Loss) per Ordinary Share
We apply the
method in calculating earnings per share. Net income per ordinary share, basic
and diluted for Class A redeemable ordinary shares is calculated by dividing the
interest income earned on the Trust Account by the weighted average number of
Class A redeemable ordinary shares outstanding since original issuance. Net loss
per ordinary share, basic and diluted for Class B
ordinary shares is calculated by dividing the net income (loss), less income
attributable to Class A redeemable ordinary shares, by the weighted average
number of Class B
ordinary shares outstanding for the periods presented.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("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 June 30, 2021.
Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on our
condensed financial statements.
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