References to the "company," "our," "us" or "we" refer to
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would," "expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our otherSEC filings.
Overview
We are a blank check company incorporated on
Our sponsor isJaguar Global Growth Partners I, LLC , aDelaware limited liability company. The registration statement for our initial public offering was declared effective onFebruary 10, 2022 . OnFebruary 15, 2022 , we consummated the initial public offering of 23,000,000 units ("units" and, with respect to the Class A ordinary shares included in the units being offered, the "Class A Ordinary Shares"), at$10.00 per Unit, which includes the exercise in full of the underwriters' option to purchase an additional 3,000,000 units at the initial public offering price to cover over-allotments, generating gross proceeds of$230.0 million , and incurring offering costs of approximately$12.65 million , inclusive of$8.05 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share,$0.0001 par value per share, one right to receive one-twelfth (1/12) of one Class A Ordinary Share and one-half of one redeemable warrant ("public warrants"), each whole public warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of$11.50 per share, subject to adjustment.
Simultaneously with the closing of the initial public offering, we consummated
the private placement ("private placement") of 12,450,000 warrants at a price of
Upon the closing of the initial public offering and the private placement onFebruary 15, 2022 ,$234.6 million ($10.20 per Unit) of the net proceeds of the sale of the units in the initial public offering and the private placement were placed in a non-interest bearing trust account ("trust account") located inthe United States withContinental Stock Transfer & Trust Company acting as trustee. Since the initial public offering, the proceeds have been and will only be invested inU.S. "government securities," within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (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 the Investment Company Act, which invest only in directU.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.
Our management has broad discretion with respect to the specific application of the net proceeds of our initial public offering and the sale of the private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating our initial business combination.
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If we have not completed our initial business combination within 18 months from the closing of the initial public offering, orAugust 15, 2023 , we 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 and not previously released to us to pay our taxes, if any (less up to$100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of the then outstanding public shares, which redemption will completely extinguish Public Shareholders' 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 our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations underCayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Liquidity and Capital Resources
As of
Prior to the completion of the initial public offering, our liquidity needs have
been satisfied through (i)
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account, if any, (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay taxes, if any. Our annual tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest income earned on the amount in the trust account (if any) will be sufficient to pay our taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
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 until the next periodic filing. Over this time period, the company will be using these funds 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.
We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business prior to our initial business combination, other than funds available from loans from our sponsor, its affiliates or members of our management team. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to$1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of$1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor, its affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 21
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We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. If we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
Results of Operations
Our entire activity from inception to
For the three months ended
For the six months ended
For the period from
Contractual Obligations
Administrative Services Agreement
Commencing onFebruary 10, 2022 we agreed to pay our sponsor or an affiliate of our sponsor a total of$10,000 per month for office space, secretarial and administrative services, research and other services provided to us and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Upon completion of the initial business combination or our liquidation, we will cease paying these monthly fees. For the three months and six months endedJune 30, 2022 , the Company incurred and paid$30,000 and$50,000 , respectively, for these services. As ofJune 30, 2022 andDecember 31, 2021 , the Company had no balance outstanding for services in connection with such agreement on the accompanying condensed balance sheets.
Registration Rights
The holders of the founder shares, private placement warrants and any warrants that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Table of Contents Underwriting Agreement We granted the underwriters a 45-day option from the final prospectus relating to the initial public offering to purchase up to 3,000,000 additional units to cover over-allotments, if any, at the initial public offering price less the underwriting discounts and commissions. OnFebruary 11, 2021 , the underwriters fully exercised the over-allotment option.
The Company granted the underwriters a discount of
Critical Accounting Policies and Estimates
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A Ordinary Shares subject to possible redemption in
accordance with the guidance in
Net Income or Loss per Share
The company complies with accounting and disclosure requirements of ASC Topic 260, "Earnings Per Share." Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the periods.
The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the company's initial business combination on a one-for-one basis, subject to adjustment.
The company's condensed statement of operations includes a presentation of loss per share for shares of ordinary shares subject to possible redemption in a manner similar to the two-class method of loss per share.
Adjustment associated with the redeemable Class A Ordinary Shares is excluded from loss per share as the redemption value approximates fair value.
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Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Off-balance
Sheet Arrangements
As ofJune 30, 2022 , we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an "emerging growth company," we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an "emerging growth company," whichever is earlier.
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