UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2021

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

For the transition period from to________________

AGILE GROWTH CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40186

98-1578605

(State or other jurisdiction

of incorporation or organization)

(Commission
File Number)

(IRS Employer

Identification No.)


Riverside Center 275 Grove Street, Suite 2-400, Newton, MA (Address Of Principal Executive Offices)		02466 (Zip Code)
(617) 663-5997 Registrant’s telephone number, including area code Not Applicable
(Former name or former address, if changed since last report)

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 per share, and one-third of one redeemable warrant	AGGRU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the Units	AGGR	The Nasdaq Stock Market LLC
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AGGRW	The Nasdaq Stock Market LLC

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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



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 ☐

As of August 16, 2021,31,000,000 Class A ordinary shares, par value $0.0001 per share, and 7,750,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Balance Sheet as of June 30, 2021 (Unaudited)	3

	Condensed Statements of Operations for the Three Months Ended June 30, 2021 and the period from January 21, 2021 (inception) through June 30, 2021 (Unaudited)	4

	Condensed Statements of Changes in Shareholders’ Equity for the Three Months Ended June 30, 2021 and the period from January 21, 2021 (inception) through June 30, 2021 (Unaudited)	5

	Condensed Statement of Cash Flows for the period from January 21, 2021 (inception) through June 30, 2021 (Unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	30

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	30

Item 6.	Exhibits	31


Assets
Current assets:
Cash	$	1,216,286
Prepaid expenses		812,215
Total current assets		2,028,501
Investments held in Trust Account		310,005,434
Total Assets	$	312,033,935

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	9,116
Accrued expenses		169,573
Total current liabilities		178,689
Deferred underwriting commissions		10,850,000
Derivative warrant liabilities		15,706,670
Total liabilities		26,735,359

Commitments and Contingencies
Class A ordinary shares; 28,029,366 shares subject to possible redemption at $10.00 per share		280,298,573

Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 2,970,634 shares issued and outstanding (excluding 28,029,366 shares subject to possible redemption)		297
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 7,750,000 shares issued and outstanding		775
Additional paid-in capital		7,001,150
Retained earnings		(2,002,219)
Total shareholders' equity		5,000,003
Total Liabilities and Shareholders' Equity	$	312,033,935


				For the Period from January
		For the Three Months Ended		21, 2021 (inception) through
	June 30, 2021		June 30, 2021
General and administrative expenses	$	322,980	$	487,032
General and administrative expenses- related party		120,000		160,000
Loss from operations		(442,980)		(647,032)
Change in fair value of derivative warrant liabilities		(4,960,000)		(826,670)
Financing costs allocated to warrants		—		(533,950)
Income from investments held in Trust Account		4,629		5,433
Net loss	$	(5,398,351)	$	(2,002,219)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption , basic and diluted		23,417,072		28,658,536

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00

Weighted average shares outstanding of non-redeemable ordinary shares, basic and diluted		5,757,485		9,255,605

Basic and diluted net loss per share, non-redeemable ordinary shares	$	(0.94)	$	(0.22)


	Ordinary Shares						Additional			Accumulated Deficit	Total
	Class A			Class B			Paid-in		(Retained		Shareholders'
	Shares	Amount		Shares	Amount		Capital		Earnings)		Equity
Balance - January 21, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	8,625,000		862		24,138		—		25,000
Sale of shares in initial public offering and over-allotment option exercise, less allocation to derivative warrant liabilities, gross	31,000,000		3,100	—		—		300,696,900		—		300,700,000
Excess cash received over the fair value of the private warrants	—		—	—		—		3,720,000		—		3,720,000
Offering costs	—		—	—		—		(17,144,205)		—		(17,144,205)
Shares subject to possible redemption	(28,569,618)		(2,857)	—		—		(285,694,065)		—		(285,696,922)
Net income	—		—	—		—		—		3,396,132		3,396,132

Balance - March 31, 2021	2,430,382	$	243	8,625,000	$	862	$	1,602,768	$	3,396,132	$	5,000,005
Shares subject to possible redemption	540,252		54	—		—		5,398,295		—		5,398,349
Forfeiture of Class B ordinary shares	—		—	(875,000.00)		(87)		87		—		—
Net loss	—		—	—		—		—		(5,398,351)		(5,398,351)
Balance - June 30, 2021 (Unaudited)	2,970,634	$	297	7,750,000	$	775	$	7,001,150	$	(2,002,219)	$	5,000,003


Cash Flows from Operating Activities:
Net loss	$	(2,002,219)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		25,000
General and administrative expenses paid by related party under note payable		5,108
Change in fair value of derivative warrant liabilities		826,670
Financing costs - derivative warrant liabilities		533,950
Income from investments held in Trust Account		(5,434)
Changes in operating assets and liabilities:
Prepaid expenses		(812,215)
Accounts payable		8,195
Accrued expenses		84,122
Net cash used in operating activities		(1,336,823)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(310,000,000)
Net cash used in investing activities		(310,000,000)

Cash Flows from Financing Activities:
Proceeds received from initial public offering, gross		310,000,000
Proceeds received from private placement		9,300,000
Offering costs paid		(6,646,644)
Repayment of note payable to related party		(100,247)
Net cash provided by financing activities		312,553,109

Net increase in cash		1,216,286

Cash - beginning of the period		—
Cash - ending of the period	$	1,216,286

Supplemental disclosure of noncash investing and financing activities:
Initial value of warrant liability	$	14,880,000
Offering costs included in accounts payable	$	920
Offering costs included in accrued expenses	$	85,450
Offering costs paid by related party under note payable	$	95,139
Deferred underwriting commissions in connection with the initial public offering	$	10,850,000
Initial value of ordinary shares subject to possible redemption	$	296,162,590
Change in value of Class A common shares subject to possible redemption	$	(15,864,017)


			For the Period from
	For The Three Months		January 21, 2021 (inception)
	Ended June 30, 2021		through June 30, 2021
Class A Ordinary Shares subject to possible redemption
Numerator: Earnings allocable to Class A ordinary shares subject to possible redemption
Income from investments held in Trust Account	$	4,186	$	4,913
Less: Company's portion available to be withdrawn to pay taxes		(4,186)		(4,913)
Net loss attributable	$	—	$	—
Denominator: Weighted average Class A ordinary shares subject to possible redemption
Basic and diluted weighted average shares outstanding		23,417,072		28,658,536
Basic and diluted net loss per share	$	—	$	—

Non-Redeemable Ordinary Shares
Numerator: Net loss minus Net Earnings
Net loss	$	(5,398,351)	$	(2,002,219)
Net loss allocable to Class A ordinary shares subject to possible redemption		—		—
Non-redeemable net loss	$	(5,398,351)	$	(2,002,219)
Denominator: weighted average Non-redeemable ordinary shares
Basic and diluted weighted average shares outstanding, Non-redeemable ordinary shares		5,757,485		9,255,605
Basic and diluted net loss per share, Non-redeemable ordinary shares	$	(0.94)	$	(0.22)


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - money market fund	$	310,005,434	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public warrants	$	9,816,670	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	5,890,000	$	—


	March 12, 2021 (initial
	measurement) and March
	16, 2021 (over-allotment
	exercise)
Stock price	$	9.70
Volatility		14.0%
Term to M&A		1.0
Risk-free rate		1.08%


Derivative warrant liabilities at January 21, 2021 (inception)	$	—
Issuance of Public and Private Placement Warrants at March 12, 2021		14,460,000
Issuance of Public and Private Placement Warrants at March 16, 2022		420,000
Change in fair value of derivative warrant liabilities		(4,133,330)
Derivative warrant liabilities at March 31, 2021	$	10,746,670
Transfer of Public Warrants to Level 1		(6,716,670)
Transfer of Private Placement Warrants to Level 2		(4,030,000)
Derivative warrant liabilities at June 30, 2021	$	—

Exhibit Number		Description
31.1		Certification of Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Chief Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Chief 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		Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Dated: August 16, 2021	AGILE GROWTH CORP.

	By:	/s/ Jay Bhatt
	Name:	Jay Bhatt
	Title:	Chief Executive Officer, Chief Financial Officer and Director

SEC Form 10-Q filed by Agile Growth Corp.