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

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

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 October 31, 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 September 30, 2022 (unaudited) and December 31, 2021	3

	Condensed Statements of Operations for the three and nine months ended September 30, 2022 and for the period from July 16, 2021 (inception) through September 30, 2021 (unaudited)	4

	Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ EQUITY (DEFICIT) for the three and nine months ended September 30, 2022 and for the period from July 16, 2021 (inception) through September 30, 2021 (unaudited)	5

	Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and for the period from July 16, 2021 (inception) through September 30, 2021 (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.	24

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


	SEPTEMBER 30, 2022		DECEMBER 31, 2021
	(Unaudited)
ASSETS
Cash	$	1,184,611	$	1,731,361
Prepaid expenses		776,785		746,881
Other current assets		—		12,100
Total current assets		1,961,396		2,490,342
Marketable securities held in Trust Account		349,711,395		348,214,789
Other non-current assets		135,053		693,680
Total Assets	$	351,807,844	$	351,398,811

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	9,851	$	61,715
Accrued expenses		46,499		133,731
Total current liabilities		56,350		195,446
Deferred underwriting fees payable		11,948,105		11,948,105
Total liabilities		12,004,455		12,143,551

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,137,444 shares at $10.24 and $10.20 per share at September 30, 2022 and December 31, 2021, respectively		349,611,395		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; no non-redeemable 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		(9,808,859)		(8,947,522)
Total shareholders’ deficit		(9,808,006)		(8,946,669)
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	351,807,844	$	351,398,811


			For The Period
			From July 16, 2021
	For The Three		(Inception)		For The Nine
	Months Ended		Through		Months Ended
	September 30, 2022		September 30, 2021		September 30, 2022
Formation costs	$	—	$	10,714	$	—
General and administrative expenses		271,527		—		948,477
Loss from operations		(271,527)		(10,714)		(948,477)
Gain on marketable securities (net), dividends and interest, held in Trust Account		1,246,738		—		1,496,606
Net income (loss)	$	975,211	$	(10,714)	$	548,129
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted		34,137,444		—		34,137,444
Basic and diluted net income (loss) per share, Class A subject to possible redemption	$	0.02	$	0.00	$	0.01
Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted		8,534,361		7,500,000		8,534,361
Basic and diluted net income (loss) per share, Class B non-redeemable ordinary shares	$	0.02	$	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)
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)
Increase in redemption value of Class A ordinary shares subject to redemption	—		1,246,738	—		—		—		(1,246,738)		(1,246,738)
Net income	—		—	—		—		—		975,211		975,211
Balance as of September 30, 2022 (unaudited)	34,137,444	$	349,611,395	8,534,361	$	853	$	—	$	(9,808,859)	$	(9,808,006)

SEC Form 10-Q filed by Motive Capital Corp II