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

March 31, 2022

☐ 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 May 13, 2022, there were 13,800,000 shares of the Company’s Class A ordinary shares, par value $0.0001 per share, and 3,450,000 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	2
	Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2022 and the period from March 10, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the period from March 10, 2021 (inception) through March 31, 2021	4
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the period from March 10, 2021 (inception) through March 31, 2021	5
	Notes to Unaudited Condensed Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
SIGNATURES


	March 31, 2022		December 31, 2021
Assets		(unaudited)
Current assets:
Cash	$	514,604	$	729,223
Due from related party		5,144		—
Prepaid expenses		317,203		422,894
Total current assets		836,951		1,152,117
Investments held in Trust Account		139,415,353		139,399,054
Total Assets	$	140,252,304	$	140,551,171

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	194,292	$	69,855
Accrued expenses		175,147		199,565
Due to related party		—		2,872
Total current liabilities		369,439		272,292
Deferred underwriting commissions		4,010,000		4,010,000
Derivative warrant liabilities		5,526,030		6,069,900
Total Liabilities		9,905,469		10,352,192

Commitments and Contingencies (Note 5)
Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.10 per share		139,380,000		139,380,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at March 31, 2022 and December 31, 2021		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no non-redeemable shares issued or outstanding at March 31, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding at March 31, 2022 and December 31, 2022		345		345
Accumulated deficit		(9,033,510)		(9,181,366)
Total shareholders’ deficit		(9,033,165)		(9,181,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	140,252,304	$	140,551,171


			Period from
			March 10,
			2021
			(inception)
	For the Three Months Ended		through
	March 31,		March 31,
	2022		2021
General and administrative expenses	$	322,327	$	33,039
General and administrative expenses - related party		90,000		—
Loss from operations		(412,327)		(33,039)
Other income (expenses):
Loss upon issuance of private placement warrants		—		—
Income from investments held in Trust Account		16,299		—
Change in fair value of derivative warrant liabilities		543,870		—
Interest Earned		14		—
Offering costs associated with derivative warrant liabilities		—		—
Total other income (expenses)		560,183		—

Net Income (Loss)	$	147,856	$	(33,039)

Weighted average number of shares of Class A ordinary shares - basic and diluted		13,800,000		1,363,636
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.01	$	(0.02)

Weighted average number of shares of Class B ordinary shares - basic and diluted		3,450,000		—
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.01	$	—


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — December 31, 2021	—	$	—	3,450,000	$	345	$	—	$	(9,181,366)	$	(9,181,021)
Net income										147,856		147,856
Balance – March 31, 2022	—	$	—	3,450,000	$	345	$	—	$	(9,033,510)	$	(9,033,165)


			Period From
			March 10, 2021
	For the Three Months		(Inception)
	Ended March		through
	31, 2022		March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	147,856	$	(33,039)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(543,870)		—
Income on investments held in the Trust Account		(16,299)		—
General and administrative expenses paid by related parties		(8,016)		50,000
Changes in operating assets and liabilities:
Prepaid expenses		105,691		—
Accounts payable		124,437		3,089
Accrued expenses		(24,418)		4,925
Net cash used in operating activities		(214,619)		24,975

Net change in cash		(214,619)		—

Cash — beginning of the period		729,223
Cash — end of the period	$	514,604	$	—

Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses		—		45,600
Offering costs paid by related party under promissory note		—		25,000


	For the Period Ended March 31, 2022
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) - basic and diluted	$	118,285	$	29,571

Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,800,000		3,450,000

Basic and diluted net income per ordinary share	$	0.01	$	0.01


	Period from March 10, 2021
	(inception) through March 31, 2021
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income (loss) - basic and diluted	$	—	$	(33,039)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		—		1,363,636

Basic and diluted net income per ordinary share	$	—	$	(0.02)


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		(10,787,717)
Plus:
Fair value adjustment of carrying value of Class A ordinary shares to redemption value		20,792,717
Class A ordinary shares subject to possible redemption	$	139,380,000


March 31, 2022
	Quoted Prices in Active	Significant Other	Significant Other
	Markets	Observable Inputs	Unobservable Inputs
Description	(Level 1)	(Level 2)	(Level 3)
Assets:

SEC Form 10-Q filed by JATT Acquisition Corp