UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ 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

MOTIVE CAPITAL CORP II

(Exact name of registrant as specified in its charter)

Cayman Islands

001-41127

98-1627112

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)


7 World Trade Center 250 Greenwich Street, Floor 47 New York, New York		10007
(Address of principal executive offices)		(Zip Code)

(212) 651-0200

(Registrant’s telephone number, including area code)

Not Applicable

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

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-third of one redeemable warrant	MTVC U	New York Stock Exchange
Class A ordinary shares included as part of the units	MTVC	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	MTVC WS	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, a 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 12, 2022, 34,137,444 Class A ordinary shares, par value $0.0001, and 8,534,361 Class B ordinary shares, par value $0.0001, were issued and outstanding.

PART I – FINANCIAL INFORMATION		3

Item 1.	Condensed Financial Statements.	3

	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	3

	Condensed Statement of Operations for the three months ended March 31, 2022 (unaudited)	4

	Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholder’s Deficit for the three months ended March 31, 2022 (unaudited)	5

	Condensed Statement of Cash Flows for the three months ended March 31, 2022 (unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

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		24

Item 1.	Legal Proceedings.	24

Item 1 A.	Risk Factors.	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits.	25


	March 31, 2022		December 31, 2021
	(Unaudited)
ASSETS
Cash	$	1,731,361	$	1,731,361
Prepaid expenses		746,881		746,881
Other current assets		—		12,100
Total current assets		2,478,242		2,490,342
Marketable securities held in Trust Account		348,094,192		348,214,789
Other non-current assets		509,517		693,680
Total Assets	$	351,081,951	$	351,398,811

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	244,101	$	61,715
Accrued expenses		80,367		133,731
Total current liabilities		324,468		195,446
Deferred underwriting fees payable		11,948,105		11,948,105
Total liabilities		12,272,573		12,143,551

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 34,137,444 shares at $10.20 per share		348,201,929		348,201,929

Shareholders’ deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 34,137,444 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,534,361 shares issued and outstanding		853		853
Additional paid-in capital		—		—
Accumulated deficit		(9,393,404)		(8,947,522)
Total shareholders’ deficit		(9,392,551)		(8,946,669)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	351,081,951	$	351,398,811




General and administrative expenses	$	325,285
Loss from operations		(325,285)
Loss on marketable securities (net), dividends and interest, held in Trust Account		(120,597)
Net loss	$	(445,882)
Weighted average shares outstanding of Redeemable Class A ordinary shares basic and diluted		34,137,444
Basic and diluted net loss per share, Redeemable Class A ordinary shares	$	(0.01)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		8,534,361
Basic and diluted net loss per share, Class B non-redeemable ordinary shares	$	(0.01)


	Ordinary Shares Subject to			Ordinary Shares
	Possible Redemption
	Class A			Class B
							Additional				Total
	Shares	Amount		Shares	Amount		Paid-In		Accumulated		Shareholders’
							Capital		Deficit		Deficit
Balance as of January 1, 2022	34,137,444	$	348,201,929	8,534,361	$	853	$	—	$	(8,947,522)	$	(8,946,669)
Net loss	—		—	—		—		—		(445,882)		(445,882)
Balance as of March 31, 2022 (unaudited)	34,137,444	$	348,201,929	8,534,361	$	853	$	—	$	(9,393,404)	$	(9,392,551)


Cash Flows from Operating Activities
Net loss	$	(445,882)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on marketable securities (net), dividends and interest, held in Trust Account		120,597
Changes in operating assets and liabilities:
Other current assets		12,100
Other non-current assets		184,163
Accounts payable		57,674
Accrued expenses		71,348
Net cash used in operating activities		—

Net change in cash		—
Cash - beginning of period		1,731,361
Cash - end of period	$	1,731,361
Supplemental disclosure of noncash investing and financing activities:

Deferred offering costs included in accounts payable	$	124,712
Deferred offering costs included in accrued expenses	$	(124,712)


	For The Three
	Months Ended
	March 31, 2022
Redeemable Class A Ordinary Shares
Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares	$	(356,706)

Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares
Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares		34,137,444
Basic and diluted net loss per share, Redeemable Class A ordinary shares	$	(0.01)

Non-Redeemable Class B Ordinary Shares
Numerator: Net (loss) income allocable to non-redeemable Class B Ordinary Shares
Net (loss) income allocable to non-redeemable Class B Ordinary Shares	$	(89,176)

Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares		8,534,361
Basic and diluted net loss per share, Class B non-redeemable ordinary shares	$	(0.01)


Gross proceeds	$	341,374,440
Less:
Class A ordinary shares issuance costs		(19,252,156)
Fair value of Public Warrants at issuance		(6,258,531)

Plus:
Accretion of carrying value to redemption value		32,338,176
Class A ordinary shares subject to possible redemption	$	348,201,929

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal 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 Principal 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.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

MOTIVE CAPITAL CORP II

By:	/s/ Rob Heyvaert
Name:	Rob Heyvaert
Title:	Chief Executive Officer

SEC Form 10-Q filed by Motive Capital Corp II