References to the "Company," "ScION Tech Growth I," "our," "us" or "we" refer to ScION Tech Growth I. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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 Securities Exchange Act of 1934, as amended (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 other SEC filings.





Overview

We are a blank check company incorporated on October 7, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses. We have not selected any specific Business Combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions directly or indirectly, with any Business Combination target with respect to an initial Business Combination with us. While we may pursue an initial Business Combination target in any industry, we intend to focus our search on global technology, software and FinTech opportunities businesses. We intend to effectuate our initial Business Combination using cash from the proceeds of the initial public offering, the private placement of the Private Placement Warrants and the forward purchase securities, the proceeds of the sale of our shares in connection with our initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of the initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

The issuance of additional shares in connection with a Business Combination to the owners of the target or other investors, including the forward purchase securities:





  ? may significantly dilute the equity interest of investors in the IPO, which
    dilution would increase if the anti-dilution provisions in the Class B
    ordinary shares resulted in the issuance of Class A ordinary shares on a
    greater than one-to-one basis upon conversion of the Class B ordinary shares;




  ? may subordinate the rights of holders of Class A ordinary shares if preference
    shares are issued with rights senior to those afforded our Class A ordinary
    shares;




  ? could cause a change in control if a substantial number of our Class A
    ordinary shares are issued, which may affect, among other things, our ability
    to use our net operating loss carry forwards, if any, and could result in the
    resignation or removal of our present officers and directors;




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  ? may have the effect of delaying or preventing a change of control of us by
    diluting the share ownership or voting rights of a person seeking to obtain
    control of us; and




  ? may adversely affect prevailing market prices for our Class A ordinary shares
    and/or warrants. Similarly, if we issue debt securities or otherwise incur
    significant debt to bank or other lenders or the owners of a target, it could
    result in:




  ? default and foreclosure on our assets if our operating revenues after an
    initial Business Combination are insufficient to repay our debt obligations;




  ? acceleration of our obligations to repay the indebtedness even if we make all
    principal and interest payments when due if we breach certain covenants that
    require the maintenance of certain financial ratios or reserves without a
    waiver or renegotiation of that covenant;




  ? our immediate payment of all principal and accrued interest, if any, if the
    debt security is payable on demand;




  ? our inability to obtain necessary additional financing if the debt security
    contains covenants restricting our ability to obtain such financing while the
    debt security is outstanding;




  ? our inability to pay dividends on our Class A ordinary shares;




  ? using a substantial portion of our cash flow to pay principal and interest on
    our debt, which will reduce the funds available for dividends on our Class A
    ordinary shares if declared, expenses, capital expenditures, acquisitions and
    other general corporate purposes;




  ? limitations on our flexibility in planning for and reacting to changes in our
    business and in the industry in which we operate;




  ? increased vulnerability to adverse changes in general economic, industry and
    competitive conditions and adverse changes in government regulation; and




  ? limitations on our ability to borrow additional amounts for expenses, capital
    expenditures, acquisitions, debt service requirements, execution of our
    strategy and other purposes and other disadvantages compared to our
    competitors who have less debt.

We expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot assure you that our plans to complete a Business Combination will be successful.





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Results of Operations

Our entire activity since inception up to June 30, 2021 relates to our formation, the IPO and, since the closing of the IPO, a search for a Business Combination candidate. We will not be generating any operating revenues until the closing and completion of our initial Business Combination, at the earliest.

For the three months ended June 30, 2021, we had net loss of $4,760,371, which consisted of $262,023 in general and administrative expenses and $4,528,333 in unrealized loss on change in fair value of warrants, offset by $29,975 other income earned from investments held in the Trust Account and $10 from bank interest.

For the six months ended June 30, 2021, we had net loss of $6,432,336, which consisted of $428,896 in general and administrative expenses and $ 6,113,333 in unrealized loss on change in fair value of warrants, offset by $ 109,863 other income earned from investments held in the Trust Account and $30 from bank interest.

Liquidity and Capital Resources

As of June 30, 2021, we had approximately $0.4 million in our operating bank account, and working capital of approximately $0.7 million.

Prior to the completion of the IPO, our liquidity needs were satisfied through a capital contribution from the Sponsor of $25,000, to cover certain offering costs, for the founder shares, and the loan under an unsecured promissory note from the Sponsor of $222,583. The promissory note from the Sponsor was paid in full on December 22, 2020. Subsequent to the consummation of the IPO and Private Placement, our liquidity needs have been satisfied through the proceeds from the consummation of the Private Placement not held in the Trust Account.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans. To date, there were no amounts outstanding under any Working Capital Loans.

Based on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we 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.

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other times, ordinary shares is classified as shareholders' equity. The Company's ordinary shares feature certain redemption rights that is considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders' equity section of the Company's Balance Sheet.





Net Loss Per Ordinary Share

The Company's statements of operations include a presentation of loss per share for ordinary share subject to possible redemption in a manner similar to the two-class method of loss per share. Net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. An aggregate of 51,439,229 Class A ordinary shares subject to possible redemption at June 30, 2021 was excluded from the calculation of basic loss per ordinary share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of the warrants sold in the IPO and Private Placement to purchase an aggregate of 28,166,667 shares of the Company's Class A ordinary share in the calculation of diluted loss per share, since they are not yet exercisable.





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Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". Derivative instruments are recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. Derivative assets and liabilities are classified on the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants are derivative instruments.

Off-Balance Sheet Arrangements

As of June 30, 2021, 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 qualify as an "emerging growth company" and under the JOBS Act are 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 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 independent registered public accounting firm's attestation report on our system of internal controls over financial reporting pursuant to Section 404, (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 report of the independent registered public accounting firm providing additional information about the audit and the 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 CEO's compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an "emerging growth company," whichever is earlier.

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