Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
The terms "the Company," "we," "our," "AGC" and similar or derivative terms in
this Current Report on Form 8-K refer to Altimeter Growth Corp. and its
consolidated subsidiaries, except where the context otherwise requires.
Restatement of Previously Issued Consolidated Financial Statements.
On April 12, 2021, the staff of the Securities and Exchange Commission released
a statement on accounting and reporting considerations for warrants issued by
special purpose acquisition companies (the "Staff Statement"). The Staff
Statement highlighted certain financial reporting considerations for special
purpose acquisition corporations ("SPACs") relating to the accounting for
warrants. While the specific terms of warrants issued by SPACs can vary, there
are certain features of warrants issued in SPAC transactions that are common
across many entities. The Staff Statement highlighted that warrants containing
these features, which relate to whether the warrants can be indexed to the price
of an entity's shares or settled with assets other than common shares, should be
classified as a liability measured at fair value, with changes in fair value
each period reported as non-cash changes to earnings. Such period-to-period
changes could be significant. Prior to the issuance of this guidance, SPACs
generally carried their outstanding private placement warrants and public
warrants containing these provisions as equity on their balance sheets without
quarterly adjustments.
In light of the Staff Statement, we undertook a process to re-evaluate the
equity classification of (i) our outstanding warrants issued in connection with
our initial public offering on October 5, 2020, including the 12,000,000 private
placement warrants issued to Altimeter Growth Holdings and the 10,000,000
warrants issued as part of the units sold in our initial public offering, each
with an exercise price of $11.50 (the "IPO Warrants"), and (ii) the 4,000,000
warrants to be issued pursuant to the terms of our forward purchase agreements
entered into with Altimeter Partners Fund, L.P. and JS Capital LLC at an
exercise price of $11.50 (the "Forward Purchase Units" and such warrants
included in the Forward Purchase Units, together with the IPO Warrants, the
"Warrants"). Management and the Audit Committee of the Company's board of
directors (the "Audit Committee") considered the Forward Purchase Units a firm
commitment at the time of the Company's initial public offering. As a result,
management and the Audit Committee determined that the Warrants should have been
classified as a liability. Based on Accounting Standards Codification 815-40,
Contracts in Entity's Own Equity, warrant instruments that do not meet the
criteria to be considered indexed to an entity's own stock shall be initially
classified as derivative liabilities at their estimated fair values, regardless
of the likelihood that such instruments will ever be settled in cash. In periods
subsequent to issuance, changes in the estimated fair value of the derivative
instruments should be reported in the statement of operations.
As a result, the Company, together with its advisors, undertook a process to
value the liability of its Warrants. Based on this evaluation, Company
management, together with the Audit Committee determined, on May 17, 2021, that
the Company's financial statements and other financial data as of December 31,
2020 and for the period from August 25, 2020 (date of inception) through
December 31, 2020 included in the Company's Annual Report on Form 10-K for the
period ended December 31, 2020 (the "Non-ReliancePeriod") contained an error
that was quantitatively material and, as a result, should no longer be relied
upon.
As a result, investors, analysts and other persons should not rely upon the
Company's previously released financial statements and other financial data for
the Non-Reliance Period. Similarly, the related press releases, Report of
Independent Registered Public Accounting Firm on the financial statements as of
December 31, 2020 and for the period from August 25, 2020 (date of inception)
through December 31, 2020, and the shareholder communications, investor
presentations or other communications describing relevant portions of our
financial statements for the period that need to be restated should no longer be
relied upon. The Company will file a revised Annual Report on Form 10-K/A that
includes restated financial statements for the Non-Reliance Period and that
corrects the errors and provides additional explanation of the changes.
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting and that the Company's disclosure controls and
procedures were not effective.
The Audit Committee and management have discussed the matters disclosed in this
Item 4.02(a) with the Company's independent registered public accounting firm.
--------------------------------------------------------------------------------
Additional Information
In connection with its business combination with the Company, Grab Holdings
Limited ("PubCo") (the "Business Combination") intends to file a registration
statement on Form F-4 (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") which will include preliminary and definitive proxy
statements to be distributed to the Company's shareholders in connection with
the Company's solicitation for proxies for the vote by the Company's
shareholders in connection with the proposed transactions and other matters as
described in the Registration Statement, as well as the prospectus relating to
the offer of the securities to be issued to Grab Holdings, Inc.'s ("Grab")
shareholders in connection with the completion of the proposed business
combination. The Company and PubCo also will file other documents regarding the
proposed transaction with the SEC.
After the Registration Statement has been filed and declared effective, the
Company will mail a definitive proxy statement and other relevant documents to
its shareholders as of the record date established for voting on the proposed
transactions. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that
the Company will send to its shareholders in connection with the business
combination. The Company's shareholders and other interested persons are advised
to read, once available, the preliminary proxy statement/prospectus and any
amendments thereto and, once available, the definitive proxy
statement/prospectus, in connection with the Company's solicitation of proxies
for its special meeting of shareholders to be held to approve, among other
things, the proposed transactions, because these documents will contain
important information about the Company, PubCo, Grab and the proposed
transactions. Shareholders and investors may also obtain a copy of the
preliminary or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed transactions and other
documents filed with the SEC by the Company, without charge, at the SEC's
website located at www.sec.gov or by directing a request to the Company. The
information contained on, or that may be accessed through, the websites
referenced in this document is not incorporated by reference into, and is not a
part of, this document.
Participants in the Solicitation
The Company, PubCo and Grab and certain of their respective directors, executive
officers and other members of management and employees may, under the Securities
and Exchange Commission (the "SEC") rules, be deemed to be participants in the
solicitations of proxies from the Company's shareholders in connection with the
proposed transactions. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of the Company's shareholders
in connection with the proposed transactions will be set forth in PubCo's proxy
statement/prospectus when it is filed with the SEC. You can find more
information about the Company's directors and executive officers in the
Company's final prospectus filed with the SEC on September 30, 2020. Additional
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests will be included in the proxy
statement/prospectus when it becomes available. Shareholders, potential
investors and other interested persons should read the proxy
statement/prospectus carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents
from the sources indicated above.
Forward Looking Statements
This document includes "forward-looking statements" within the meaning of the
federal securities laws with respect to the proposed transaction between Grab,
PubCo and AGC and also contains certain financial forecasts and projections. All
statements other than statements of historical fact contained in this document,
including, but not limited to, statements as to future results of operations and
financial position, planned products and services, business strategy and plans,
objectives of management for future operations of Grab, market size and growth
opportunities, competitive position, technological and market trends and the
potential benefits and expectations related to the terms and timing of the
proposed transactions, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of forward-looking
words, including "anticipate," "expect," "suggests," "plan," "believe,"
"intend," "estimates," "targets," "projects," "should," "could," "would," "may,"
"will," "forecast" or other similar expressions. All forward-looking statements
are based upon estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of AGC and Grab, which are all subject change due to
various factors including, without limitation, changes in general economic
conditions as a result of COVID-19. Any such estimates, assumptions,
expectations, forecasts, views or opinions, whether or not identified in this
document, should be regarded as indicative, preliminary and for illustrative
purposes only and should not be relied upon as being necessarily indicative of
future results.
--------------------------------------------------------------------------------
The forward-looking statements and financial forecasts and projections contained
in this document are subject to a number of factors, risks and uncertainties.
Potential risks and uncertainties that could cause the actual results to differ
materially from those expressed or implied by forward-looking statements
include, but are not limited to, changes in domestic and foreign business,
market, financial, political and legal conditions; the timing and structure of
the business combination; changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws
or regulations; the inability of the parties to successfully or timely
consummate the business combination, the PIPE investment and other transactions
in connection therewith, including as a result of the COVID-19 pandemic or the
risk that any regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the combined company or
the expected benefits of the business combination or that the approval of the
shareholders of AGC or Grab is not obtained; the risk that the business
combination disrupts current plans and operations of AGC or Grab as a result of
the announcement and consummation of the business combination; the ability of
Grab to grow and manage growth profitably and retain its key employees including
its chief executive officer and executive team; the inability to obtain or
maintain the listing of the post-acquisition company's securities on Nasdaq
following the business combination; failure to realize the anticipated benefits
of business combination; risk relating to the uncertainty of the projected
financial information with respect to Grab; the amount of redemption requests
made by AGC's shareholders and the amount of funds available in the AGC trust
account; the overall level of demand for Grab's services; general economic
conditions and other factors affecting Grab's business; Grab's ability to
implement its business strategy; Grab's ability to manage expenses; changes in
applicable laws and governmental regulation and the impact of such changes on
Grab's business, Grab's exposure to litigation claims and other loss
contingencies; the risks associated with negative press or reputational harm;
disruptions and other impacts to Grab's business, as a result of
the COVID-19 pandemic and government actions and restrictive measures
implemented in response; Grab's ability to protect patents, trademarks and other
intellectual property rights; any breaches of, or interruptions in, Grab's
technology infrastructure; changes in tax laws and liabilities; and changes in
legal, regulatory, political and economic risks and the impact of such changes
on Grab's business. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of PubCo's registration statement
on Form F-4, the proxy statement/consent solicitation statement/prospectus
discussed below, AGC's Quarterly Report on Form 10-Q and other documents filed
by PubCo or AGC from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. In addition, there may be additional risks that neither AGC nor Grab
presently know, or that AGC or Grab currently believe are immaterial, that could
also cause actual results to differ from those contained in the forward-looking
statements. Forward-looking statements reflect AGC's and Grab's expectations,
plans, projections or forecasts of future events and view. If any of the risks
materialize or AGC's or Grab's assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. AGC and Grab
anticipate that subsequent events and developments may cause their assessments
to change. However, while PubCo, AGC and Grab may elect to update these
forward-looking statements at some point in the future, PubCo, AGC and Grab
specifically disclaim any obligation to do so, except as required by law. The
inclusion of any statement in this document does not constitute an admission by
Grab nor AGC or any other person that the events or circumstances described in
such statement are material. These forward-looking statements should not be
relied upon as representing AGC's or Grab's assessments as of any date
subsequent to the date of this document. Accordingly, undue reliance should not
be placed upon the forward-looking statements. In addition, the analyses of Grab
and AGC contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Grab, AGC or any other entity.
Disclaimer
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses