10-K 1 brhc10022060_10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39573

ALTIMETER GROWTH CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1554598
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2550 Sand Hill Road, Suite 150

Menlo Park, CA

(Address of principal executive offices)

94025

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☐

Accelerated filer☐

Non‑accelerated filer☒

Smaller reporting company☒

Emerging growth company☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒ Yes ☐ No

There was no aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, because the registrant’s common equity was not trading on any exchange on that date.

As of March 26, 2021, there were 50,000,000 Class A ordinary shares, $0.0001 par value and 12,500,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

PART I			5
	Item 1.	Business	5
	Item 1A.	Risk Factors	20
	Item 1B.	Unresolved Staff Comments	53
	Item 2.	Properties	54
	Item 3.	Legal Proceedings	54
	Item 4.	Mine Safety Disclosures	54
PART II			54
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
	Item 6.	Selected Financial Data	55
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
	Item 8.	Consolidated Financial Statements and Supplementary Data	58
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	58
	Item 9A.	Controls and Procedures	58
	Item 9B.	Other Information	59
PART III			59
	Item 10.	Directors, Executive Officers and Corporate Governance	59
	Item 11.	Executive Compensation	63
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	65
	Item 14.	Principal Accounting Fees and Services	67
PART IV			68
	Item 15.	Exhibits and Financial Statement Schedules	68
	Item 16.	Form 10-K Summary	69
SIGNATURES			70

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

	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	%

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statements of Operations	F-4
Statements of Changes in Shareholders’ Equity	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

Exhibit number	Description of exhibit
3.1	Amended and Restated Memorandum and Articles of Association (1)
4.1	Warrant Agreement, dated September 30, 2020, between the Company and Continental Stock Transfer & Trust Company (1)
4.2	Form of Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the amendment to the Company’s Form S-1, filed on September 17, 2020 (File No. 333-248762))
4.3	Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the amendment to the Company’s Form S-1, filed on September 17, 2020 (File No. 333-248762))
4.4	Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to the amendment to the Company’s Form S-1, filed on September 17, 2020 (File No. 333-248762))
4.5*	Description of Registrant’s Securities.
10.1	Private Placement Warrants Purchase Agreement, dated September 30, 2020, between the Company and Altimeter Growth Holdings (1)
10.2	Investment Management Trust Agreement, dated September 30, 2020, between the Company and Continental Stock Transfer & Trust Company (1)
10.3	Registration and Shareholder Rights Agreement, dated September 30, 2020, between the Company and certain security holders (1)
10.4	Letter Agreement, dated September 30, 2020, between the Company, Altimeter Growth Holdings and each of the officers and directors of the Company (1)
10.5	Forward Purchase Agreement, dated September 17, 2020 between the Company and Altimeter Partners Fund, L.P. (incorporated by reference to Exhibit 10.9 to the amendment to the Company’s Form S-1, filed on September 17, 2020 (File No. 333-248762))
10.6	Forward Purchase Agreement, dated September 16, 2020 between the Company and JS Capital LLC (incorporated by reference to Exhibit 10.10 to the amendment to the Company’s Form S-1, filed on September 17, 2020 (File No. 333-248762))

10.7	Form of Indemnity Agreement, dated September 30, 2020, between the Company and each of the officers and directors of the Company (1)
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 Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	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.

	ALTIMETER GROWTH CORP.

	By:	/s/ Brad Gerstner
		Name: Brad Gerstner
		Title: Chairman, Chief Executive Officer and President

Signature	Title	Date

/s/ Brad Gerstner	Chairman, Chief Executive Officer and President	March 26, 2021
Brad Gerstner

/s/ Hab Siam	General Counsel and Director	March 26, 2021
Hab Siam

*	Director	March 26, 2021
Richard N. Barton

/s/ Aishetu Fatima Dozie	Director	March 26, 2021
Aishetu Fatima Dozie

/s/ Dev Ittycheria	Director	March 26, 2021
Dev Ittycheria

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Shareholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-15

ASSETS
Current assets
Cash	$	855,972
Prepaid expenses		275,591
Total Current Assets		1,131,563

Cash held in Trust Account		500,000,000
TOTAL ASSETS	$	501,131,563

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities - accrued expenses	$	64,100
Deferred underwriting fee payable		17,500,000
Total Liabilities		17,564,100

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 47,856,746 shares at $10.00 per share		478,567,460

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,143,254 shares issued and outstanding (excluding 47,856,746 shares subject to possible redemption)		214
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 12,500,000 shares issued and outstanding		1,250
Additional paid-in capital		5,211,338
Accumulated deficit		(212,799	)
Total Shareholders’ Equity		5,000,003
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	501,131,563

Formation and operating costs	$	212,799
Net Loss	$	(212,799	)

Weighted average shares outstanding of Class A redeemable ordinary shares		50,000,000
Basic and diluted net income per share, Class A	$	0.00

Weighted average shares outstanding of Class B non-redeemable ordinary shares		12,116,142
Basic and diluted net loss per share, Class B	$	(0.02	)

	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid in			Accumulated			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Equity
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 and offering costs		50,000,000			5,000			—		—		471,750,262			—			471,755,262

Sale of 12,000,000 Private Placement Warrants		—			—			—		—		12,000,000			—			12,000,000

Class A ordinary shares subject to possible redemption		(47,856,746	)		(4,786	)		—		—		(478,562,674	)		—			(478,567,460	)

Net loss		—			—			—		—		—			(212,799	)		(212,799	)
Balance — December 31, 2020		2,143,254		$	214			12,500,000	$	1,250	$	5,211,338		$	(212,799	)	$	5,000,003

Cash Flows from Operating Activities:
Net loss	$	(212,799	)
Adjustments to reconcile net loss to net cash used in operating activities:
Formation cost paid by Sponsor in exchange for issuance of Class B ordinary shares		5,000
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 in 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	)
Payments 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 – Ending of period	$	855,972

Non-Cash Investing and Financing Activities:
Initial classification of Class A ordinary shares subject to possible redemption	$	478,775,260
Change in value of Class A ordinary shares subject to possible redemption	$	(207,800	)
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

	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	$	(212,799	)
Redeemable Net Earnings		—
Non-Redeemable Net Loss	$	(212,799	)
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	$	(0.02	)

SEC Form 10-K filed by Altimeter Growth Corp.