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

For the transition period from to

Commission File Number:

001-41246

LatAmGrowth SPAC

(Exact name of registrant as specified in its charter)


Cayman Islands	98-1605340
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

Pedregal 24 8^th Floor Molino del Rey Mexico City, Mexico	11000
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +52 55 9178 9015 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, and one-half of one warrant	LATGU	The Nasdaq Stock Market LLC
Class A ordinary shares	LATG	The Nasdaq Stock Market LLC
Warrants	LATGW	The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

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, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting 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 the 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 23, 2022, there were 13,000,000 Class A ordinary shares, $0.0001 par value, and 3,250,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


		Page
PART I. FINANCIAL INFORMATION			1
Item 1.	Financial Statements (Unaudited)		1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021		1
	Unaudited Condensed Statement of Operations for the three months ended March 31, 2022		2
	Unaudited Condensed Statement of Changes in Shareholders’ Deficit for the three months ended March 31, 2022		3
	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2022		4
	Notes to Condensed Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		23
Item 4.	Controls and Procedures.		23
PART II - OTHER INFORMATION			25
Item 1.	Legal Proceedings		25
Item 1A.	Risk Factors.		25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		26
Item 3.	Defaults upon Senior Securities		26
Item 4.	Mine Safety Disclosures.		26
Item 5.	Other Information.		26
Item 6.	Exhibits.		27
PART III - SIGNATURES			28


	March 31, 2022		December 31,
	(Unaudited)		2021
Assets
Current Assets:
Cash	$	1,414,902	$	—
Prepaid expenses		563,577		—
Total Current Assets		1,978,479		—
Prepaid expenses, non-current		35,604		—
Marketable securities held in Trust Account		132,612,087		—
Deferred offering costs		—		438,499
Total Assets	$	134,626,170	$	438,499

Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	133,698	$	402,504
Promissory note - related party		—		101,530
Total Current Liabilities		133,698		504,034
Warrant liabilities		3,567,500		—
Deferred underwriting commissions		4,550,000		—
Total Liabilities		8,251,198		504,034

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, 13,000,000 shares and 0 shares at redemption value of $10.20 at March 31, 2022 and December 31, 2021, respectively		132,600,000		—

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; none issued and outstanding (excluding 13,000,000 and 0 shares subject to possible redemption) at March 31, 2022 and December 31, 2021		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,250,000 and 3,737,500⁽¹⁾ shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		325		374
Additional paid-in capital		—		24,626
Accumulated deficit		(6,225,353)		(90,535)
Total Shareholders’ Deficit		(6,225,028)		(65,535)
Total Liabilities, Redeemable Ordinary Shares and Shareholders’ Deficit	$	134,626,170	$	438,499


Formation and operating costs	$	256,459

Loss from operations		(256,459)

Other income (expense)
Gain on change in fair value of warrants		7,376,500
Gain on expiration of overallotment option		390,000
Trust interest income		12,087
Warrant issuance costs		(335,231)

Total other income, net		7,443,356

Net income	$	7,186,897

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		9,244,444
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.58
Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,250,000
Basic and diluted net income per share, Class B ordinary shares	$	0.58


								Total
	Class B			Additional		Accumulated		Shareholders’
	Shares	Amount		Paid-In Capital		Deficit		Deficit
Balance as of December 31, 2021	3,737,500	$	374	$	24,626	$	(90,535)	$	(65,535)
Excess cash received over fair value of private placement warrants	—		—		1,896,000		—		1,896,000
Forfeiture of 487,500 Class B ordinary shares upon expiration of overallotment option	(487,500)		(49)		49		—		—
Accretion for Class A ordinary shares to redemption amount	—		—		(1,920,675)		(13,321,715)		(15,242,390)
Net income	—		—		—		7,186,897		7,186,897
Balance as of March 31, 2022 (unaudited)	3,250,000	$	325	$	—	$	(6,225,353)	$	(6,225,028)


Cash flows from operating activities:
Net income	$	7,186,897
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account		(12,087)
Warrant issuance costs		335,231
Unrealized gain on change in fair value of warrants		(7,376,500)
Gain on expiration of overallotment option		(390,000)
Changes in operating assets and liabilities:
Prepaid expenses		(599,181)
Accounts payable and accrued expenses		19,737
Net cash used in operating activities		(835,903)
Cash Flows from Investing Activities:
Principal deposited in Trust Account		(132,600,000)
Net cash used in investing activities		(132,600,000)
Cash flows from financing activities:
Proceeds from initial public offering, net of underwriters’ discount		127,400,000
Proceeds from private placement		7,900,000
Payment of Sponsor promissory note		(142,350)
Payment of deferred offering costs		(306,845)
Net cash provided by financing activities		134,850,805
Net change in cash		1,414,902
Cash, beginning of the period		—
Cash, end of the period	$	1,414,902
Supplemental disclosure of cash flow information:
Deferred offering costs included in accounts payable and accrued expenses	$	250
Remeasurement of Class A ordinary shares subject to possible redemption	$	15,242,390
Deferred underwriting commissions payable charged to additional paid in capital	$	4,550,000
Deferred offering costs charged to additional paid in capital	$	497,620
Forfeiture of 487,500 founder shares on expiration of overallotment option	$	49
Initial fair value of warrant liability	$	10,944,000
Deferred offering costs charged to accumulated deficit	$	82,175


	Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income	$	5,317,473	$	1,869,424
Denominator:
Basic and diluted weighted-average shares outstanding		9,244,444		3,250,000
Basic and diluted net income per share	$	0.58	$	0.58


Gross proceeds from IPO	$	130,000,000

Less:
Fair value of proceeds allocated to Public Warrants		(4,940,000)
Fair value of proceeds allocated to overallotment liability		(390,000)
Class A ordinary shares issuance cost		(7,312,390)
Plus:
Remeasurement of Class A ordinary shares subject to possible redemption		15,242,390
Class A ordinary shares subject to possible redemption	$	132,600,000


			Quoted		Significant		Significant
			Prices in		Other		Other
			Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Liabilities:
Warrant liabilities – Public Warrants	$	1,592,500	$	1,592,500	$	—	$	—
Warrant liabilities – Private Placement Warrants		1,975,000		—		—		1,975,000
	$	3,567,500	$	1,592,500	$	—	$	1,975,000


	January 27,
Input	2022
Risk-free interest rate		0.08	%
Expected term (years)		0.13
Expected volatility		3.80	%
Exercise price	$	10.00
Fair value of overallotment unit	$	0.20


Input	January 27, 2022			March 31, 2022
Risk-free interest rate		1.26	%		2.43	%
Expected term (years)		4.5			4.2
Expected volatility		15.0	%		5.2	%
Exercise price	$	11.50		$	11.50
Stock price	$	9.62		$	9.97


Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		KBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


	LATAMGROWTH SPAC

Date: May 23, 2022	By:	/s/ Gerard Cremoux
		Name: Gerard Cremoux
		Title: Chief Executive Officer, Chief Financial Officer and Director


	Private
	Placement		Public		Total Warrant		Overallotment
	Warrants		Warrants		Liabilities		Liability
Fair value at May 20, 2021 (inception)	$	—	$	—	$	—	$	—
Initial measurement at January 27, 2022		6,004,000		4,940,000		10,944,000		390,000
Expiration of overallotment option on March 10, 2022		—		—		—		(390,000)
Change in fair value of warrant liabilities		(4,029,000)		(3,347,500)		(7,376,500)		—
Transfer to Level 1		—		(1,592,500)		(1,592,500)		—
Fair value at March 31, 2022	$	1,975,000	$	—	$	1,975,000	$	—

SEC Form 10-Q filed by LatAmGrowth SPAC