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 September 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 November 19, 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.

Table of Contents

AGILE GROWTH CORP.

Form 10-Q

Table of Contents


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Balance Sheet as of September 30, 2021 (Unaudited)	1
	Condensed Statements of Operations for the Three Months Ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity for the Three Months Ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the period from January 21, 2021 (inception) through September 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
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	28
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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

AGILE GROWTH CORP.

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2021 (Unaudited)


Assets
Current assets:
Cash	$	1,022,221
Prepaid expenses		685,281
Total current assets		1,707,502
Investments held in Trust Account		310,010,115
Total Assets	$	311,717,617

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholder’ Deficit:
Current liabilities:
Accounts payable	$	42,923
Accrued expenses		394,423
Total current liabilities		437,346
Deferred underwriting commissions		10,850,000
Derivative warrant liabilities		10,416,000
Total liabilities		21,703,346

Commitments and Contingencies
Class A ordinary shares subject to possible redemption; $0.0001 par value; 31,000,000 shares at $10.00 per share		310,000,000

Shareholders’ Deficit:
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		—
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		—
Accumulated deficit		(19,986,504)
Total shareholders’ deficit		(19,985,729)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Stockholders’ Deficit:	$	311,717,617

The accompanying notes are an integral part of these unaudited condensed financial statements.

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AGILE GROWTH CORP.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)


				For the Period from
		For the Three Months Ended	January 21, 2021 (inception) through
	September 30, 2021		September 30, 2021
General and administrative expenses	$	459,657	$	946,689
General and administrative expenses- related party		120,000		280,000
Loss from operations		(579,657)		(1,226,689)
Change in fair value of derivative warrant liabilities		5,290,670		4,464,000
Financing costs allocated to warrants		—		(533,950)
Income from investments held in Trust Account		4,682		10,115
Net income	$	4,715,695	$	2,713,476

Weighted average shares outstanding of Class A ordinary shares		31,000,000		25,055,777

Basic and diluted net income per share, Class A ordinary shares	$	0.12	$	0.08

Weighted average shares outstanding of Class B ordinary shares		7,750,000		7,698,207

Basic and diluted net income per share, Class B ordinary shares	$	0.12	$	0.08

The accompanying notes are an integral part of these unaudited condensed financial statements.

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AGILE GROWTH CORP.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

For the Three Months Ended September 30, 2021 and for the Period From January 21, 2021 (inception) through September 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in				Shareholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance - January 21, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	8,625,000		862		24,138		—		25,000
Excess cash received over fair value of private placement warrants	—		—	—		—		3,720,000		—		3,720,000
Accretion of Class A ordinary shares subject to possible redemption amount (restated)	—		—	—		—		(3,744,138)		(22,700,067)		(26,444,205)
Net income	—		—	—		—		—		3,396,132		3,396,132
Balance - March 31, 2021 (Unaudited), as restated	—	$	—	8,625,000	$	862	$	—	$	(19,303,935)	$	(19,303,073)
Forfeiture of Class B ordinary shares	—		—	(875,000)		(87)		87		—		—
Subsequent measurement of Class A ordinary shares subject to redemption against additional paid-in capital (restated)	—		—	—		—		(87)		87		—
Net loss	—		—	—		—		—		(5,398,351)		(5,398,351)
Balance - June 30, 2021 (Unaudited), as restated	—	$	—	7,750,000	$	775	$	—	$	(24,702,199)	$	(24,701,424)
Net income	—		—	—		—		—		4,715,695		4,715,695
Balance - September 30, 2021 (Unaudited)	—	$	—	7,750,000	$	775	$	—	$	(19,986,504)	$	(19,985,729)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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AGILE GROWTH CORP.

CONDENSED STATEMENT OF CASH FLOWS

(UNAUDITED)

For The Period From January 21, 2021 (inception) through September 30, 2021


Cash Flows from Operating Activities:
Net income	$	2,713,476
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		5,107
Change in fair value of derivative warrant liabilities		(4,464,000)
Financing costs - derivative warrant liabilities		533,950
Income from investments held in Trust Account		(10,115)
Changes in operating assets and liabilities:
Prepaid expenses		(685,281)
Accounts payable		42,003
Accrued expenses		324,423
Net cash used in operating activities		(1,515,437)

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		(6,662,094)
Repayment of note payable to related party		(100,248)
Net cash provided by financing activities		312,537,658

Net increase in cash		1,022,221

Cash - beginning of the period		—
Cash - ending of the period	$	1,022,221

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	920
Offering costs included in accrued expenses	$	70,000
Offering costs paid by related party under note payable	$	95,139
Deferred underwriting commissions in connection with the initial public offering	$	10,850,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

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AGILE GROWTH CORP.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

Note 1 — Description of Organization and Business Operations

Agile Growth Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, recapitalization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business Combination”).

As of September 30, 2021, the Company had not yet commenced substantive operations. All activity for the period from January 21, 2021 (inception) through September 30, 2021 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and activities in connection with pursuing an initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Agile Growth Sponsor, LLC, a Delaware limited liability company (“Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on March 9, 2021. On March 12, 2021, the Company consummated its Initial Public Offering of 30,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $300.0 million, and incurring offering costs of approximately $17.1 million, of which $10.5 million was for deferred underwriting commissions (see Note 5). On March 16, 2021, the underwriters partially exercised the over-allotment option and purchased an additional 1,000,000 Units (the “Over-Allotment Units”), generating gross proceeds of approximately $10.0 million, and we incurred additional offering costs of $550,000 (of which $350,000 was for deferred underwriting fees) (the “Over-Allotment”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 6,066,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9.1 million (see Note 4). Simultaneously with the closing of the Over-Allotment on March 16, 2021, the Company consummated the second closing of the Private Placement, resulting in the purchase of an aggregate of an additional 133,333 Private Placement Warrants by the Sponsor, generating gross proceeds to the Company of $200,000.

Upon the closing of the Initial Public Offering and the Private Placement on March 12, 2021, $300.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. In connection with the consummation of the Over-Allotment on March 16, 2021, an additional net proceeds of $10.0 million was deposited into the Trust Account, for a total of $310.0 million in the Trust Account.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of our Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

SEC Form 10-Q filed by Agile Growth Corp.