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

JATT Acquisition Corp

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands

001-40598

N/A

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

PO Box 309, Ugland House

Grand Cayman, Cayman Islands

E9 KY1-1104

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: +44 7706 732212

N/A

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	JATT	The New York Stock Exchange
Warrants	JATT WS	The New York Stock Exchange
Units	JATT U	The New York Stock Exchange

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, 13,800,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Condensed Financial Statements	2
	Unaudited Condensed Balance Sheet as of September 30, 2021	2
	Unaudited Condensed Statements of Operations for the three months ended September 30, 2021, and for the period from March 10, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended September 30, 2021, and for the period from March 10, 2021 (inception) through September 30, 2021	4
	Unaudited Condensed Statement of Cash Flows for the period from March 10, 2021 (inception) through September 30, 2021	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
PART II. OTHER INFORMATION		27
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
SIGNATURES		30


Assets
Current assets:
Cash	$	986,647
Due from related party		9,573
Prepaid expenses		531,248
Total current assets		1,527,468
Investments held in Trust Account		139,386,919
Total Assets	$	140,914,387

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit
Current liabilities:
Accounts payable	$	29,885
Accrued expenses		103,277
Total current liabilities		133,162
Deferred underwriting commissions		4,010,000
Derivative warrant liabilities		7,686,000
Total Liabilities		11,829,162

Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.10 per share		139,380,000

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; 200,000,000 shares authorized		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding		345
Accumulated deficit		(10,295,120)
Total shareholders' deficit		(10,294,775)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	140,914,387


			Period from
			March 10,
			2021
			(inception)
	Three Months Ended		through
	September 30,		September 30,
	2021		2021
General and administrative expenses	$	242,013	$	294,193
General and administrative expenses - Related Party		79,850		79,850
Loss from operations		(321,863)		(374,043)
Other income (expenses):
Loss upon issuance of private placement warrants		(1,773,000)		(1,773,000)
Income from investments held in Trust Account		6,919		6,919
Change in fair value of derivative warrant liabilities		8,622,000		8,622,000
Interest Earned		29		29
Offering costs associated with derivative warrant liabilities		(450,887)		(450,887)
Total other income (expenses)		6,405,061		6,405,061

Net Income	$	6,083,198	$	6,031,018

Weighted average number of shares of Class A ordinary shares - basic		11,491,304		5,506,250
Weighted average number of shares of Class A ordinary shares - diluted		11,491,304		5,506,250
Basic net income per share, Class A ordinary shares	$	0.41	$	0.69
Diluted net income per share, Class A ordinary shares	$	0.41	$	0.67

Weighted average number of shares of Class B ordinary shares - basic		3,361,957		3,173,438
Weighted average number of shares of Class B ordinary shares - diluted		3,450,000		3,450,000
Basic net income per share, Class B ordinary shares	$	0.41	$	0.69
Diluted net income per share, Class B ordinary shares	$	0.41	$	0.67



	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — March 10, 2021(inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	3,450,000		345		24,655		—		25,000
Net loss	—		—	—		—		—		(33,039)		(33,039)
Balance — March 31, 2021(unaudited)	—		—	3,450,000		345		24,655		(33,039)		(8,039)
Net loss	—		—	—		—		—		(19,140)		(19,140)
Balance — June 30, 2021 (unaudited)	—		—	3,450,000		345		24,655		(52,179)		(27,179)
Accretion to Class A ordinary share redemption amount (restated)	—		—	—		—		(24,655)		(16,326,139)		(16,350,794)
Net income	—		—	—		—		—		6,083,198		6,083,198
Balance – September 30, 2021(unaudited)	—	$	—	3,450,000	$	345	$	—	$	(10,295,120)	$	(10,294,775)


Cash Flows from Operating Activities:
Net loss	$	6,031,019
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(8,622,000)
Income (loss) on investments held in the Trust Account		(6,919)
Offering costs associated with warrants		450,887
Loss upon issuance of private placement warrants		1,773,000
General and administrative expenses paid by related parties		25,950
Changes in operating assets and liabilities:
Prepaid expenses		(531,248)
Due from related party		(9,573)
Accounts payable		29,885
Accrued expenses		18,277
Net cash used in operating activities		(840,722)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(139,380,000)
Net cash used in investing activities		(139,380,000)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Repayment of loan to related party		(117,381)
Proceeds received from initial public offering, gross		138,000,000
Proceeds received from private placement		5,910,000
Reimbursement from underwriter		480,000
Offering costs paid		(3,090,250)
Net cash provided by financing activities		141,207,369

Net change in cash		986,647

Cash — beginning of the period		—
Cash — end of the period	$	986,647

Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses	$	85,000
Offering costs paid by related party under promissory note	$	91,431
Deferred underwriting commissions	$	4,010,000


	July 16, 2021
	As Previously
	Reported		Revision		As Restated
Balance Sheet
Class A ordinary shares subject to possible redemption
Class A ordinary share, $0.0001 par value; shares subject to possible redemption		100,032,875		21,167,125		121,200,000
Shareholders’ equity (deficit)
Class A ordinary share - $0.0001 par value		210		(210)		—
Class B ordinary share - $0.0001 par value		345		—		345
Additional paid-in-capital		7,073,901		(7,073,901)		—
Accumulated deficit		(2,074,450)		(14,093,014)		(16,167,464)
Total shareholders’ equity (deficit)		5,000,006		(21,167,125)		(16,167,119)
Total liabilities, Class A ordinary shares subject to possible redemption and shareholders’ equity (deficit)	$	123,768,651	$	—	$	123,768,651


	For the Three Months Ended				For The Period from March 10, 2021
	September 30, 2021				(Inception) through September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common share:
Numerator:
Allocation of net income (loss) - basic	$	4,706,299	$	1,376,900	$	3,825,978	$	2,205,040
Allocation of net income (loss) - diluted		4,678,566		1,404,632		3,707,835		2,323,184

Denominator:
Basic and diluted weighted average common shares outstanding		11,491,304		3,361,957		5,506,250		3,173,438
Diluted weighted average common shares outstanding		11,491,304		3,450,000		5,506,250		3,450,000

Basic net income per ordinary share	$	0.41	$	0.41	$	0.69	$	0.69
Diluted net income per ordinary share	$	0.41	$	0.41	$	0.67	$	0.67


Gross proceeds	$	138,000,000
Less:
Proceeds allocated to Public Warrants		(8,625,000)
Class A ordinary share issuance costs, net of reimbursement from underwriter		(6,345,794)
Plus:
Accretion of carrying value to redemption value		16,350,794
Class A common stock subject to possible redemption	$	139,380,000


	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 - U.S. Treasury Securities	$	139,386,919	$	—	$	—
Liabilities:
Derivative warrant liabilities - Public Warrants	$	4,140,000	$	—	$	—
Derivative warrant liabilities - Private Warrants

SEC Form 10-Q filed by JATT Acquisition Corp