UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

September 30, 2021

☐ 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 19, 2021, 13,800,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

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EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q/A amends the Quarterly Report on Form 10-Q of JATT Acquisition Corp. (the “Company”) as of and for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 19, 2021 (the “Original Form 10-Q”).

In preparation of the Company’s audited financial statements as of and for year ended December 31, 2021, the Company determined it should account for the sale and transfer of limited partnership interests in its’ sponsor JATT Ventures, L.P., resulting in an indirect economic interest in Class B ordinary shares and private placement warrants by the anchor investors (the “Anchor Investors”) at the time of its initial public offering (“Initial Public Offering”) on July 16, 2021. Previously, the Company did not account for the transaction in the reported unaudited interim financial statements in the Original Form 10-Q. In addition, the Company determined it should add disclosure of Forward Purchase Agreements entered into in the third quarter and adjust its calculation of weighted average shares to be consistent with its earnings per share calculation.

In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” the Company evaluated the changes and has determined that the related impact was material to the previously issued unaudited interim financial statements included in the Company’s Original Form 10-Q and such Original Form 10-Q should no longer be relied upon. Therefore, the Company, in consultation with its Audit Committee, concluded that the interim financial statements included in its Original Form 10-Q should be restated to recognize the excess of fair value over price paid of the Founder Shares sold by the Sponsor to the Anchor Investors as offering costs of the Initial Public Offering, resulting in additional offering costs allocated to derivative warrant liabilities on its statements of operations and an amount allocated to the carrying value of the Class A ordinary shares, and then immediately included as part of the fair value adjustment in the statement of changes in stockholders’ deficit, as well as the related disclosure of this transaction in the notes to the financial statements.

As a result of the foregoing, the Company’s management reassessed the effectiveness of its disclosure controls and procedures for the periods affected by the restatement and determined that these controls for such periods were not effective.

The restatement did not have any impact on its cash position or cash held in the trust account established in connection with the Initial Public Offering.

The following items have been amended as a result of the restatement:

Part I, Item 1, Financial Statements

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

Part I, Item 4, Controls and Procedures

In accordance with applicable SEC rules, this Amendment No. 1 on Form 10-Q/A includes an updated signature page and certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2 and 32.1 as required by Rule 12b-15.

Refer to Note 2, Restatement of Previously Reported Financial Statements of this Form 10-Q/A for additional information and for the summary of the accounting impacts of these adjustments to the Company’s unaudited condensed financial statements as of and for the period ended September 30, 2021.

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Except as described above, no other information, aside from minor wording changes and immaterial corrections, included in the Original Form 10-Q is being amended or updated by this Amendment No. 1 and, other than as described herein, this Amendment No. 1 does not purport to reflect any information or events subsequent to the Original Form 10-Q. We have not amended our previously filed Quarterly Reports on Form 10-Q for the periods affected by the restatement. This Amendment No. 1 continues to describe the conditions as of the date of the Original Form 10-Q and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained in the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q and with our filings with the SEC subsequent to the Original Form 10-Q.

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JATT ACQUISITION CORP

Quarterly Report on Form 10-Q/A

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		Page No.
PART I. FINANCIAL INFORMATION		2
Item 1.	Condensed Financial Statements	2
	Unaudited Condensed Balance Sheet as of September 30, 2021	2
	Unaudited Condensed Statements of Operations for the three months ended September 30, 2021, and for the period from March 10, 2021 (inception) through September 30, 2021 (restated)	3
	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended September 30, 2021, and for the period from March 10, 2021 (inception) through September 30, 2021 (restated)	4
	Unaudited Condensed Statement of Cash Flows for the period from March 10, 2021 (inception) through September 30, 2021 (restated)	5
	Notes to Unaudited Condensed Financial Statements (restated)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (restated)	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures (restated)	28
PART II. OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 6.	Exhibits	31
SIGNATURES		32

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

JATT ACQUISITION CORP

UNAUDITED CONDENSED BALANCE SHEET

September 30, 2021


Assets
Current assets:
Cash	$	986,647
Due from related party		9,573
Prepaid expenses		531,248
Total current assets		1,527,468
Investments held in Trust Account		139,386,919
Total Assets	$	140,914,387

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	29,885
Accrued expenses		103,278
Total current liabilities		133,163
Deferred underwriting commissions		4,010,000
Derivative warrant liabilities		7,686,000
Total Liabilities		11,829,163

Commitments and Contingencies
Class A ordinary shares subject to possible redemption; 13,800,000 shares subject to possible redemption at $10.10 per share		139,380,000

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		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 3,450,000 shares issued and outstanding		345
Accumulated deficit		(10,295,121)
Total shareholders’ deficit		(10,294,776)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	140,914,387

The accompanying notes are an integral part of these unaudited condensed financial statements.

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JATT ACQUISITION CORP

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

(Restated – See Note 2)


			Period from
			March 10,
			2021
			(inception)
	Three Months Ended		through
	September 30,		September 30,
	2021		2021
General and administrative expenses	$	242,013	$	294,193
General and administrative expenses - Related Party		79,850		79,850
Loss from operations		(321,863)		(374,043)
Other income (expenses):
Loss upon issuance of private placement warrants		(1,773,000)		(1,773,000)
Income from investments held in Trust Account		6,919		6,919
Change in fair value of derivative warrant liabilities		8,622,000		8,622,000
Interest Earned		29		29
Offering costs associated with derivative warrant liabilities		(747,015)		(747,015)
Total other income (expenses)		6,108,933		6,108,933

Net income	$	5,787,070	$	5,734,890

Weighted average number of shares of Class A ordinary shares - basic		11,491,304		5,157,073
Weighted average number of shares of Class A ordinary shares - diluted		11,491,304		5,157,073
Basic net income per share, Class A ordinary shares	$	0.39	$	0.70
Diluted net income per share, Class A ordinary shares	$	0.39	$	0.68

Weighted average number of shares of Class B ordinary shares - basic		3,361,957		2,986,829
Weighted average number of shares of Class B ordinary shares - diluted		3,450,000		3,248,049
Basic net income per share, Class B ordinary shares	$	0.39	$	0.70
Diluted net income per share, Class B ordinary shares	$	0.39	$	0.68

The accompanying notes are an integral part of these unaudited condensed financial statements.

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JATT ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the three months ended September 30, 2021, and for the period from March 10, 2021 (inception) through

September 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance — March 10, 2021(inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	3,450,000		345		24,655		—		25,000
Net loss	—		—	—		—		—		(33,039)		(33,039)
Balance — March 31, 2021(unaudited)	—		—	3,450,000		345		24,655		(33,039)		(8,039)
Net loss	—		—	—		—		—		(19,141)		(19,141)
Balance — June 30, 2021 (unaudited)	—		—	3,450,000		345		24,655		(52,180)		(27,180)
Deemed capital contribution bv Sponsor (restated)	—		—	—		—		4,738,051		—		4,738,051
Fair value adjustment to Class A ordinary share redemption amount (restated)	—		—	—		—		(4,762,706)		(16,030,011)		(20,792,717)
Net income	—		—	—		—		—		5,787,070		5,787,070
Balance – September 30, 2021(unaudited)	—	$	—	3,450,000	$	345	$	—	$	(10,295,121)	$	(10,294,776)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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JATT ACQUISITION CORP

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

(Restated – see Note 2)

For the period from March 10, 2021 (Inception) through September 30, 2021


Cash Flows from Operating Activities:
Net income	$	5,734,890
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(8,622,000)
Income on investments held in the Trust Account		(6,919)
Offering costs associated with warrants		747,015
Loss upon issuance of private placement warrants		1,773,000
General and administrative expenses paid by related parties		25,950
Changes in operating assets and liabilities:
Prepaid expenses		(531,248)
Due from related party		(9,573)
Accounts payable		29,885
Accrued expenses		18,278
Net cash used in operating activities		(840,722)

Cash Flows from Investing Activities
Cash deposited in Trust Account		(139,380,000)
Net cash used in investing activities		(139,380,000)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to Sponsor		25,000
Repayment of loan to related party		(117,381)
Proceeds received from initial public offering, gross		138,000,000
Proceeds received from private placement		5,910,000
Reimbursement from underwriter		480,000
Offering costs paid		(3,090,250)
Net cash provided by financing activities		141,207,369

Net change in cash		986,647

Cash — beginning of the period		—
Cash — end of the period	$	986,647

Supplemental disclosure of non-cash investing and financing activities:
Offering costs included in accrued expenses	$	85,000
Offering costs paid by related party under promissory note	$	91,431
Deferred underwriting commissions	$	4,010,000
Fair value adjustment to Class A ordinary shares subject to possible redemption	$	20,792,717

The accompanying notes are an integral part of these unaudited condensed financial statements.

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JATT ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (restated)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION

JATT Acquisition Corp (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 10, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”).

As of September 30, 2021, the Company had not yet commenced operations. All activity for the period from March 10, 2021 (inception) through September 30, 2021, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below, and since the Initial Public Offering the search for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is JATT Ventures, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 13, 2021. On July 16, 2021, the Company consummated its Initial Public Offering of 12,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $120.0 million, and incurring offering costs of approximately $10.5 million (net of reimbursement from underwriter of $480,000), of which approximately $3.4 million was for deferred underwriting commissions (see Note 6), approximately $4.7 million was incentives provided to Anchor Investors (see Note 5) and approximately $685,000 of offering costs allocated to derivate warrant liabilities, respectively. On July 19, 2021, the underwriters fully exercised their option and purchased 1,800,000 additional Units, generating gross proceeds of $18.0 million (the “Over-Allotment”), and incurring offering costs of $990,000, of which $630,000 was for deferred underwriting commissions, and approximately $62,000 was allocated to derivative warrant liabilities.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 5,370,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately $5.4 million (see Note 54). Concurrent with the consummation of the Over-Allotment on July 19, 2021, the Sponsor purchased 540,000 additional Private Placement Warrants, generating proceeds of $540,000 (the “Second Private Placement”).

Upon the closing of the Initial Public Offering and the Private Placement on July 16, 2021, and the Over-Allotment and Second Private Placement on July 16, 2021, approximately $139.4 million ($10.10 per Unit) of the net proceeds were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under Investment Company Act of 1940, as amended, (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at

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JATT ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (restated)

$10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares have been recorded at a redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity (ASC 480).” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association which were adopted by the Company upon the consummation of the Initial Public Offering (the “amended and restated memorandum and articles of association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares prior to this Initial Public Offering (the “Initial Shareholders”) have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, officers and directors have agreed not to propose an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or January 16, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholder’s rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if

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JATT ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (restated)

the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.10 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the Trust Account, if less than $10.10 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Capital Resources

As of September 30, 2021, the Company had approximately $987,000 in its operating bank account and working capital of approximately $1.4 million.

The Company’s liquidity needs through September 30, 2021, were satisfied through the cash contribution of $25,000 from the Sponsor to purchase Founder Shares (as defined in Note 5), and a loan from its Sponsor of approximately $117,000 under the Note (as defined in Note 5). The Company repaid the Note in full on July 21, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 5). As of September 30, 2021, there was no amounts outstanding for Working Capital Loans.

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

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JATT ACQUISITION CORP

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (restated)

NOTE 2. RESTATEMENT OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS

In preparation of the Company’s audited financial statements as of and for year ended December 31, 2021, the Company determined it should account for the sale and transfer of limited partnership interests in its Sponsor, resulting in an indirect economic interest in the Class B ordinary shares and Private Placement Warrants by the anchor investors (the “Anchor Investors”) at the time of its Initial Public Offering. Previously, the Company did not account for the transaction in the reported unaudited interim financial statements in the Original Form 10-Q. The Company concluded it should restate its previously filed interim financial statements for the quarterly period ended September 30, 2021 to recognize the excess of fair value over price paid of the Founder Shares sold by the Sponsor to the Anchor Investors as offering costs of the Initial Public Offering, resulting in an additional amount of approximately $296,000 being allocated to derivative warrant liabilities as expense and approximately $4.4 million allocated to the carrying value of the Class A ordinary shares, and then immediately included as part of the fair value adjustment to the redemption value.

The following tables contains the unaudited quarterly financial information for the quarterly period ended September 30, 2021 that has been updated to reflect the restatement of the Company’s financial statements. The restatement does not have an impact on the Company’s cash position and investments held in the Trust Account established in connection with the Initial Public Offering. The Company has not amended its previously filed Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021. The financial information that has been previously filed or otherwise reported for the quarterly period ended September 30, 2021 is superseded by the information in this Quarterly Report on Form 10Q/A, and the financial statements and related financial information for the quarterly period ended September 30, 2021 contained in such previously filed report should no longer be relied upon.

The impact of the restatement on the financial statements for the quarterly periods ended September 30, 2021 is presented below. There was no impact to the unaudited condensed balance sheet.


	Unaudited Statement of Operations
	As Reported on
	Original Form 10-Q		Adjustment		As Restated
Three Months Ended September 30, 2021:
Other income (expense):
Offering costs associated with derivative warrant liabilities	$	(450,887)	$	(296,128)	$	(747,015)
Total other income (expense)	$	6,405,061	$	(296,128)	$	6,108,933
Net income	$	6,083,198	$	(296,128)	$	5,787,070
Weighted average shares outstanding - Class A ordinary shares, basic and diluted		11,491,304		—		11,491,304
Basic net income per share - Class A ordinary shares	$	0.41	$	(0.02)	$	0.39
Diluted loss per share - Class A ordinary shares	$	0.41	$	(0.02)	$	0.39
Weighted average shares outstanding - Class B ordinary shares		3,361,957		—		3,361,957
Weighted average shares outstanding - Class B ordinary shares

SEC Form 10-Q/A filed by JATT Acquisition Corp (Amendment)