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

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

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 August 5, 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 June 30, 2022 (unaudited) and December 31, 2021	3

	Condensed Statements of Operations for the three and six months ended June 30, 2022 (unaudited)	4

	Condensed Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholder’s Deficit for the three and six months ended June 30, 2022 (unaudited)	5

	Condensed Statement of Cash Flows for the six months ended June 30, 2022 (unaudited)	6

	Notes to Unaudited Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	25

Item 4.	Controls and Procedures.	25

PART II–OTHER INFORMATION		25

Item 1.	Legal Proceedings.	25

Item 1 A.	Risk Factors.	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	26

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits.	27


	JUNE 30, 2022		DECEMBER 31, 2021
	(Unaudited)
ASSETS
Cash	$	1,257,338	$	1,731,361
Prepaid expenses		789,381		746,881
Other current assets		—		12,100
Total current assets		2,046,719		2,490,342
Marketable securities held in Trust Account		348,464,657		348,214,789
Other non-current assets		323,308		693,680
Total Assets	$	350,834,684	$	351,398,811

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	10,365	$	61,715
Accrued expenses		48,036		133,731
Total current liabilities		58,401		195,446
Deferred underwriting fees payable		11,948,105		11,948,105
Total liabilities		12,006,506		12,143,551

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 34,137,444 shares at $10.20 per share		348,364,657		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		(9,537,332)		(8,947,522)
Total shareholders’ deficit		(9,536,479)		(8,946,669)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	350,834,684	$	351,398,811


	For The Three		For The Six
	Months Ended		Months Ended
	June 30, 2022		June 30, 2022
General and administrative expenses	$	351,665	$	675,950
Loss from operations		(351,665)		(676,950)
Gain on marketable securities (net), dividends and interest, held in Trust Account		370,465		249,868
Net income (loss)	$	18,800	$	(427,082)
Weighted average shares outstanding of Redeemable Class A ordinary shares, basic and diluted		34,137,444		34,137,444
Basic and diluted net income (loss) per share, Redeemable Class A ordinary shares	$	0.00	$	(0.01)
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		8,534,361		8,534,361
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.00	$	(0.01)


	Ordinary Shares Subject to Possible
	Redemption			Ordinary Shares
	Class A			Class B
	Shares	Amount		Shares	Amount		Additional Paid-In		Accumulated		Total 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)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption	—		162,728	—		—		—		(162,728)		(162,728)
Net income	—		—	—		—		—		18,800		18,800
Balance as of June 30, 2022 (unaudited)	34,137,444	$	348,364,657	8,534,361	$	853	$	—	$	(9,537,332)	$	(9,536,479)


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 at December 31, 2021	$	348,201,929
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption		162,728
Class A ordinary shares subject to possible redemption at June 30, 2022	$	348,364,657

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 *		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 *		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


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