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, 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 November 14, 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 September 30, 2022 (unaudited) and December 31, 2021	2
	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the Period From March 10, 2021 (Inception) Through September 30, 2021	3
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the Period From March 10, 2021 (Inception) Through September 30, 2021	4
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and the Period From March 10, 2021 (Inception) Through September 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	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	34
Item 3.	Defaults Upon Senior Securities	34
Item 4.	Mine Safety Disclosures	34
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		36

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

JATT ACQUISITION CORP

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2022		December 31, 2021
Assets		(unaudited)
Current assets:
Cash	$	74,453	$	729,223
Prepaid expenses		122,202		422,894
Total current assets		196,655		1,152,117
Investments held in Trust Account		140,283,110		139,399,054
Total Assets	$	140,479,765	$	140,551,171

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	159,240	$	69,855
Accounts payable - related party		48,893		2,872
Accrued expenses		836,165		199,565
Note Payable - related party		299,981		—
Total current liabilities		1,344,279		272,292
Deferred underwriting commissions		4,010,000		4,010,000
Derivative warrant liabilities		2,049,600		6,069,900
Total Liabilities		7,403,879		10,352,192

Commitments and Contingencies

Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.16 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively		140,183,110		139,380,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding at September 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 September 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 September 30, 2022 and December 31, 2022		345		345
Accumulated deficit		(7,107,569)		(9,181,366)
Total shareholders’ deficit		(7,107,224)		(9,181,021)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	140,479,765	$	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


			Three Months				For the Period from
	Three Months		Ended		For the Nine Months		March 10, 2021
	Ended September		September 30,		Ended September 30,		(inception) through
	30, 2022		2021		2022		September 30,2021
General and administrative expenses	$	491,890	$	242,013	$	1,688,021	$	294,193
General and administrative expenses - related party		51,708		79,850		339,708		79,850
Loss from operations		(543,598)		(321,863)		(2,027,729)		(374,043)
Other income (expenses):
Loss upon issuance of private placements warrants		—		(1,773,000)		—		(1,773,000)
Income from investments held in Trust Account		686,544		6,919		884,056		6,919
Change in fair value of derivative warrant liabilities		315,300		8,622,000		4,020,300		8,622,000
Interest income on operating account		224		29

SEC Form 10-Q filed by JATT Acquisition Corp