TCV Acquisition Corp. - Annual Report: 2021 (Form 10-K)

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

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

Cayman Islands		98-1580306
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

250 Middlefield Road Menlo Park, CA		94025
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares		TCVA		The NASDAQ Capital Market LLC

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

PART I		3
	Item 1. Business	3
	Item 1A. Risk Factors	15
	Item 1B. Unresolved Staff Comments	41
	Item 2. Properties	41
	Item 3. Legal Proceedings	41
	Item 4. Mine Safety Disclosures	41
PART II		41
	Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	41
	Item 6. [Reserved].	42
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	42
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk	44
	Item 8. Financial Statements and Supplementary Data	44
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	44
	Item 9A. Controls and Procedures.	44
	Item 9B. Other Information.	45
	Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	45
PART III		45
	Item 10. Directors, Executive Officers and Corporate Governance	45
	Item 11. Executive Officer and Director Compensation.	52
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
	Item 13. Certain Relationships and Related Transactions, and Director Independence	54
	Item 14. Principal Accounting Fees and Services	55
PART IV		55
	Item 15. Exhibits, Financial Statement Schedules	55
	Item 16. Form 10-K Summary	57
SIGNATURES		58

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination;

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our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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our ability to consummate an initial business combination due to the continued uncertainty resulting from the COVID-19 pandemic;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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our public securities’ potential liquidity and trading;

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the lack of a market for our securities;

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the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

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the trust account not being subject to claims of third parties; or

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our financial performance.

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We are a recently incorporated exempted company with a limited operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

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Past performance by TCV, our management team or their respective affiliates may not be indicative of future performance of an investment in us.

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Our shareholders may not be afforded an opportunity to vote on our proposed initial business combination , which means we may complete our initial business combination  even though a majority of our shareholders do not support such a combination.

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Your only opportunity to affect the investment decision regarding a potential business combination  may be limited to the exercise of your right to redeem your shares from us for cash.

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If we seek shareholder approval of our initial business combination , our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

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The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

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The requirement that we consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of our initial public offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

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Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and the status of debt and equity markets.

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We may not be able to consummate an initial business combination within 24 months (or 27 months, as applicable) after the closing of our initial public offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

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If we seek shareholder approval of our initial business combination, our sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A ordinary shares.

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If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

Item 1.

Business

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Thematic microspecialization. TCV identifies attractive technology investment opportunities by establishing specialist-level domain expertise in sub-sectors experiencing powerful secular shifts. This specialized knowledge naturally deepens as the firm continually invests in those fields. Top-down thematics on over 100 microspecializations and over 350 investments have guided TCV’s asset selection and helped the firm generate premium returns.

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Growth mindset. TCV looks to partner with future market leading companies with several years of sustained growth, with a history of customer trust and engagement and a business model that is reflective of the value they provide. These companies often have potential for a sustained category leadership position, and we will leverage TCV’s experience in identifying growth-stage companies with the potential to become market leaders.

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End-to-end operating approach. We will aim to deploy firmwide resources to deploy operational improvements and help the company generate revenue-driven returns. We will leverage TCV’s decades of experience supporting high-growth companies to provide industry and operational expertise, access to a world-class network, and data-driven insights to accelerate the company’s efforts as they scale.

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Management-focused, partnership-oriented approach. We will aim to align with the strategy and goals of the management team we partner with. By partnering with existing management, we believe that we can build upon management’s existing traction and support them as they strive to achieve category leadership, while minimizing the business disruption associated with a leadership transition.

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Deep, fundamental analysis of the company and domain. TCV spends a significant amount of time conducting primary due diligence to gain a deep understanding of the company, its sub-sector and how the company fits their broader investment thesis. A developed perspective helps us better select opportunities and support executive teams.

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Long investment horizon. TCV is a long-term investor, often expanding its positions as others exit. TCV’s goal is to help transform companies into industry leaders, and to be a lifecycle investor along the way. We will target companies where we can be a long-term partner, supporting their path towards market leadership.

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Technology focus. We will prioritize our focus on enterprise or consumer-focused technology platforms by leveraging TCV’s expertise and experience.

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Large market disruptor. We will look to invest in companies that are disrupting large market segments. As part of the evaluation process, we will diligence the market segment to thoroughly understand the underlying drivers, business model and competitive environment.

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Established platforms with sound business model. We will look for businesses with substantially mitigated product risk, through proven models, meaningful revenue, and strong unit economics.

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Rapid and sustainable growth. We will target a growth-stage company with high revenue growth, and on a trajectory to continued growth momentum. We believe sustainable growth is backed by strong products and experiences that thrill customers over the long-term, leading to long-term market adoption.

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Ready to scale. We will target companies that are ready to scale, where we can provide support and industry expertise to support them in scaling their business and executing on their strategic vision.

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Willingness to partner. We will look for world class firms and management teams looking for an active capital partner that will support their growth with experience and expertise, in addition to capital.

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conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

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file proxy materials with the SEC.

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conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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restrictions on the nature of our investments; and

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restrictions on the issuance of securities,

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registration as an investment company with the SEC;

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adoption of a specific form of corporate structure; and

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reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.

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may significantly dilute the equity interest of current investors, 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;

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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;

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could cause a change in control if a substantial number of 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

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may adversely affect prevailing market prices for our Class A ordinary shares.

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solely dependent upon the performance of a single business, property or asset; or

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dependent upon the development or market acceptance of a single or limited number of products, processes or services.

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default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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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;

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

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

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

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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;

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

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

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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.

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costs and difficulties inherent in managing cross-border business operations;

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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laws governing the manner in which future business combinations may be effected;

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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longer payment cycles;

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tax issues, such as tax law changes and variations in tax laws as compared to the United States;

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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social unrest, crime, strikes, riots and civil disturbances;

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regime changes and political upheaval;

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terrorist attacks, natural disasters, pandemics and wars; and

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deterioration of political relations with the United States.

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A ordinary shares are a “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

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we have a board that includes a majority of “independent directors,” as defined under NASDAQ rules;

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we have independent director oversight of executive officer compensation as outlined under NASDAQ listing rules; and

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we have independent director oversight of our director nominations.

Item 1B.

Unresolved Staff Comments

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6.

[Reserved].

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

Item 8.

Financial Statements and Supplementary Data

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.

Controls and Procedures.

Item 9B.

Other Information.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Item 10.

Directors, Executive Officers and Corporate Governance

Name		Age		Position
Jay Hoag		63		Chairman
Christopher Marshall		53		Co-Chief Executive Officer
Jon Reynolds Jr.		54		Co-Chief Executive Officer
Frederic Fenton		46		President
Erez Elisha		51		Chief Financial Officer
Katie Mitic		52		Director
Tayloe Stansbury		60		Director

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meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

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monitoring the independence of the independent registered public accounting firm;

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verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

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inquiring and discussing with management our compliance with applicable laws and regulations;

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pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

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appointing or replacing the independent registered public accounting firm;

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determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

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establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

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monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering; and

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reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and approving the compensation of all of our other Section 16 executive officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

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duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

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duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

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directors should not improperly fetter the exercise of future discretion;

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duty to exercise powers fairly as between different sections of shareholders;

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duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

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duty to exercise independent judgment.

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Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search fora business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs nor are they prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our initial business combination. See “Risk Factors—Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.”

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Our sponsor subscribed for founder shares prior to our initial public offering and purchased private placement shares in a transaction that closed simultaneously with the closing of our initial public offering.

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Our sponsor and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months (or 27 months, as applicable) from the closing of our initial public offering or during any Extension Period or (B) with respect to any other material provision relating to the rights of holders of our Class A ordinary shares. Additionally, our sponsor has agreed to waive its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within the prescribed time frame. Except as described herein, our sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the private placement shares will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own ordinary shares or shares directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

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Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

Item 11.

Executive Officer and Director Compensation.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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each person known by us to be the beneficial owner of more than 5% of any class of our issued and outstanding ordinary shares;

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each of our executive officers and directors that beneficially owns ordinary shares; and

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all our executive officers and directors as a group.

		Class A Ordinary Shares								Class B ordinary Shares(2)
Name of Beneficial Owner(1)		Number of Shares Beneficially Owned				Approximate Percentage of Class				Number of Shares Beneficially Owned				Approximate Percentage of Class				Approximate Percentage of Outstanding Ordinary Shares
TCV Acquisition Holdings, L.P. (our sponsor)			—				—				9,850,000(3	)			98.50	%			19.30	%
TCV Acquisition Holdings 2, L.P. (our sponsor)			1,100,000(3	)			2.70	%			—				—				2.20	%
Jay Hoag			1,100,000(3	)			2.70	%			9,850,000(3	)			98.50	%			21.40	%
Christopher Marshall			1,100,000(3	)			2.70	%			9,850,000(3	)			98.50	%			21.40	%
Jon Reynolds Jr.			1,100,000(3	)			2.70	%			9,850,000(3	)			98.50	%			21.40	%
Frederic Fenton			1,100,000(3	)			2.70	%			9,850,000(3	)			98.50	%			21.40	%
Erez Elisha			1,100,000(3	)			2.70	%			9,850,000(3	)			98.50	%			21.40	%
Katie Mitic			—				—				75,000				*				*
Tayloe Stansbury			—				—				75,000				*				*
Cadian Capital Management, LP(4)			2,750,000				6.70	%			*				*				5.40	%
Blackstone Aqua Master Sub-Fund(5)			2,750,000				6.70	%			*				*				5.40	%
Tiger Global Investments, LP(6)			2,500,000				6.10	%			*				*				4.90	%
Empyrean Capital Overseas Master Fund, Ltd.(7)			2,344,642				5.70	%			*				*				4.60	%
All executive officers and directors as a group (seven individuals)			1,100,000				2.70	%			10,000,000				100.00	%			21.70	%

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Item 14.

Principal Accounting Fees and Services

Item 15.

Exhibits, Financial Statement Schedules

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Stockholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

No.		Description of Exhibit
3.1		Amended and Restated Memorandum and Articles of Association. (1)
4.1		Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1, filed on March 19, 2021. (File No. 333-254505))
4.2*		Description of Registrant’s Securities.
10.1		Private Placement Shares Purchase Agreement between the Company and TCV Acquisition Holdings 2, L.P. (1)
10.2		Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company. (1)
10.3		Registration and Shareholder Rights Agreement between the Company and certain security holders. (1)
10.4		Letter Agreement between the Company, TCV Acquisition Holdings, L.P., TCV Acquisition Holdings 2, L.P. and each of the officers and directors of the Company. (1)
10.5		Form of Indemnity Agreement between the Company and each of the officers and directors of the Company. (1)
10.6		Promissory Note, dated as of January 29 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Form S-1, filed on March 19, 2021. (File No. 333-254505))
10.7		Promissory Note Assignment Agreement, dated February 23, 2021, between the Former Sponsor and the Sponsor. (incorporated by reference to Exhibit 10.6 to the Company’s Form S-1, filed on March 19, 2021. (File No. 333-254505))
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 19, 2021 (File No. 001-40327) and incorporated by reference herein.

Item 16.

Form 10-K Summary

Date: March 28, 2022	TCV ACQUISITION CORP.
	By: /s/ Frederic Fenton
	Name:	Frederic Fenton
	Title:	President

Signature		Title		Date
/s/ Jon Reynolds Jr.		Co-Chief Executive Officer		March 28, 2022
Jon Reynolds Jr.		(Principal Executive Officer)
/s/ Christopher Marshall		Co-Chief Executive Officer		March 28, 2022
Christopher Marshall		(Principal Executive Officer)
/s/ Erez Elisha		Chief Financial Officer		March 28, 2022
Erez Elisha		(Principal Financial Officer and Principal Accounting Officer)
/s/ Jay Hoag		Chairman		March 28, 2022
Jay Hoag
/s/ Kathleen Mitic		Director		March 28, 2022
Kathleen Mitic
/s/ Tayloe Stansbury		Director		March 28, 2022
Tayloe Stansbury

Report of Independent Registered Public Accounting Firm (BDO USA, LLP, New York, NY, PCAOB ID#243)	F-2
Financial Statements:
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7 to F-14

Assets
Current assets:
Cash and cash equivalents		$	621,420
Prepaid expenses			563,037
Total current assets			1,184,457
Non-current prepaid expenses			143,897
Marketable securities held in Trust Account			400,022,668
Total Assets		$	401,351,022
Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity
Current liabilities:
Accounts payable		$	300
Accrued professional fees			68,838
Accrued offering costs			70,000
Total current liabilities			139,138
Deferred underwriting commissions			14,000,000
Total liabilities			14,139,138
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,000,000 shares subject to possible redemption at $10.00 per share at accreted value			384,977,314
Shareholders' Equity:
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,100,000 shares issued and outstanding (excluding 40,000,000 shares subject to possible redemption)			110
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding			1,000
Additional paid-in capital			2,939,363
Accumulated deficit			(705,903	)
Total shareholders' equity			2,234,570
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity		$	401,351,022

General and administrative expenses		$	728,634
Loss from operations			(728,634	)
Other income:
Dividend and interest income			22,731
Net loss		$	(705,903	)
Weighted average shares outstanding of Class A ordinary shares subject to possible redemption			30,678,466
Basic and dilued net loss per share, Class A ordinary shares subject to possible redemption (See Note 2)		$	(0.02	)
Weighted average shares outstanding of Class A ordinary shares			843,658
Basic and dilued net loss per share, Class A ordinary shares (See Note 2)		$	(0.02	)
Weighted average shares outstanding of Class B ordinary shares			9,708,702
Basic and diluted net loss per share, Class B ordinary shares (See Note 2)		$	(0.02	)

		Ordinary Shares Subject to Possible Redemption								Ordinary Shares																Additional Paid-in Capital				Accumulated Deficit				Total Shareholders' Equity
		Class A								Class A								Class B
		Shares				Amount				Shares				Amount				Shares				Amount
Balance -  January 27, 2021 (inception)			-			$	-				-			$	-				-			$	-			$	-			$	-			$	-
Issuance of Class B ordinary shares to Sponsor			-				-				-				-				10,000,000				1,000				24,000				-				25,000
Issuance of Class A ordinary shares, net of $23,107,213 issuance costs			40,000,000				376,892,787				1,100,000				110				-				-				10,999,890				-				11,000,000
Accretion of Class A ordinary shares to accreted value			-				8,084,527				-				-				-				-				(8,084,527	)			-				(8,084,527	)
Net loss			-				-				-				-				-				-				-				(705,903	)			(705,903	)
Balance -  December 31, 2021			40,000,000			$	384,977,314				1,100,000			$	110				10,000,000			$	1,000			$	2,939,363			$	(705,903	)		$	2,234,570

Cash Flows from Operating Activities:
Net loss		$	(705,903	)
Dividends and interest earned in Trust Account			(22,668	)
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid expenses			(706,934	)
Accounts payable			300
Accrued professional fees			68,838
Net cash used in operating activities			(1,366,367	)
Cash Flows from Investing Activities:
Investments in marketable securities held in Trust Account			(400,000,000	)
Net cash used in investing activities			(400,000,000	)
Cash Flows from Financing Activities:
Proceeds from note payable - related party			109,140
Payment of note payable - related party			(109,140	)
Proceeds from Initial Public Offering			400,000,000
Proceeds from Private Placement Shares			11,000,000
Payment of offering costs			(9,037,213	)
Proceeds from issuance of Class B shares			25,000
Net cash provided by financing activities			401,987,787
Net change in cash			621,420
Cash - beginning of the period			-
Cash - end of the period		$	621,420
Supplemental disclosure of noncash investing and financing activities:
Accrued offering costs		$	70,000
Deferred underwriting commissions		$	14,000,000
Accretion of Class A ordinary shares to accreted value		$	8,084,527

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Gross proceeds		$	400,000,000
Issuance costs			(23,107,213	)
Accretion			8,084,527
		$	384,977,314

For the period from January 27, 2021 (inception) through December 31, 2021		Class A ordinary shares subject to possible redemption				Class A ordinary shares				Class B ordinary shares
Allocation of undistributable losses			(525,239	)			(14,444	)			(166,220	)
Net loss per ordinary share		$	(525,239	)		$	(14,444	)		$	(166,220	)
Weighted average shares outstanding, basic and diluted			30,678,466				843,658				9,708,702
Basic and diluted net loss per ordinary share		$	(0.02	)		$	(0.02	)		$	(0.02	)

Description		Level 1				Level 2				Level 3				Total
Assets:
Marketable securities held in Trust Account		$	400,022,668			$	-			$	-			$	400,022,668