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, 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.)

, Cayman Islands

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 August xx, 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.

Table of Contents

JATT ACQUISITION CORP

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	2
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and the Period From March 10, 2021 (Inception) Through June 30, 2021	3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2022, the Three Months Ended June 30, 2021 and the Period From March 10, 2021 (Inception) Through June 30, 2021	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2022 and the Period From March 10, 2021 (Inception) Through June 30, 2021	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
SIGNATURES		35

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

JATT ACQUISITION CORP

CONDENSED CONSOLIDATED BALANCE SHEETS


	June 30, 2022		December 31, 2021
Assets		(unaudited)
Current assets:
Cash	$	220,735	$	729,223
Prepaid expenses		215,863		422,894
Total current assets		436,598		1,152,117
Investments held in Trust Account		139,596,566		139,399,054
Total Assets	$	140,033,164	$	140,551,171

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	30,000	$	69,855
Accounts payable - related party		102,893		2,872
Accrued expenses		728,949		199,565
Note Payable - related party		179,006		—
Total current liabilities		1,040,848		272,292
Deferred underwriting commissions		4,010,000		4,010,000
Derivative warrant liabilities		2,364,900		6,069,900
Total Liabilities		7,415,748		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 $10.11 and $10.10 per share aso of June 30, 2022 and December 31, 2021, respectively		139,496,566		139,380,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at June 30, 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 June 30, 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 June 30, 2022 and December 31, 2022		345		345
Accumulated deficit		(6,879,495)		(9,181,366)
Total shareholders’ deficit		(6,879,150)		(9,181,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	140,033,164	$	140,551,171

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

Table of Contents

JATT ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


							For the Period from
							March 10,
							2021
							(inception)
	For the Three Months Ended		For the Three Months Ended		For the Six Months Ended		through
	June 30,		June 30,		June 30,		June 30,
	2022		2021		2022		2021
General and administrative expenses	$	873,804	$	19,141	$	1,196,131	$	52,180
General and administrative expenses - related party		198,000		—		288,000		—
Loss from operations		(1,071,804)		(19,141)		(1,484,131)		(52,180)
Other income:
Income from investments held in Trust Account		181,213		—		197,512		—
Change in fair value of derivative warrant liabilities		3,161,130		—		3,705,000		—
Interest income on operating account		42		—		56		—
Total other income		3,342,385		—		3,902,568		—
		—		(19,141)		—		—
Net Income (Loss)	$	2,270,581	$	(19,141)	$	2,418,437	$	(52,180)

Weighted average number of shares of Class A ordinary shares - basic and diluted		13,800,000		—		13,800,000		—
Basic and diluted net income (loss) per share, Class A ordinary shares	$	0.13	$	—	$	0.14		—

Weighted average number of shares of Class B ordinary shares - basic and diluted(1)		3,450,000		3,000,000		3,450,000		2,681,416
Basic and diluted net income (loss) per share, Class B ordinary shares	$	0.13	$	(0.01)	$	0.14	$	(0.02)

(1)

This number excludes up to 450,000 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriter fully exercised its over-allotment option on July 19, 2021; therefore, 450,000 Founder Shares were no longer subject to forfeiture (see Note 4).

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

Table of Contents

JATT ACQUISITION CORP

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

For the three and six months ended June 30, 2022


	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 (unaudited)	—		—	3,450,000		345		—		(9,033,510)		(9,033,165)
Increase in redemption value of Class A common stock subject to possible redemption	—		—	—		—		—		(116,566)		(116,566)
Net income	—		—	—		—		—		2,270,581		2,270,581
Balance – June 30, 2022 (unaudited)	—	$	—	3,450,000	$	345	$	—	$	(6,879,495)	$	(6,879,150)

For the three months ended June 30, 2021 and for the period from March 10, 2021 (inception) through June 30, 2021

Ordinary Shares

Additional

Total

SEC Form 10-Q filed by JATT Acquisition Corp