References in this report (the "Quarterly Report") to "we," "us" or the
"Company" refer to Altimeter Growth Corp. 2. References to our "management" or
our "management team" refer to our officers and directors, references to the
"Sponsor" refer to Altimeter Growth Holdings 2. 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 Quarterly Report. Certain information contained in
the discussion and analysis set forth below includes forward-looking statements
that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes "forward-looking statements" that are not
historical facts and involve risks and uncertainties that could cause actual
results to differ materially from those expected and projected. All statements,
other than statements of historical fact included in this Quarterly Report
including, without limitation, statements in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of
management for future operations, are
forward-looking
statements. Words such as "expect," "believe," "anticipate," "intend,"
"estimate," "seek" and variations and similar words and expressions are intended
to identify such forward-looking statements. Such forward-looking statements
relate to future events or future performance, but reflect management's current
beliefs, based on information currently available. A number of factors could
cause actual events, performance or results to differ materially from the
events, performance and results discussed in the forward-looking statements. For
information identifying important factors that could cause actual results to
differ materially from those anticipated in the forward-looking statements,
please refer to the Risk Factors section of the Company's Annual Report on Form
10-K
for the year ending December 31, 2020 filed with the U.S. Securities and
Exchange Commission (the "SEC") on March 26, 2021. The Company's securities
filings can be accessed on the EDGAR section of the SEC's website at
www.sec.gov. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company incorporated on October 14, 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 or entities (the "Business
Combination"). We have not selected any business combination target and we have
not, nor has anyone on our behalf, initiated any substantive discussions,
directly or indirectly, with any business combination target. We intend to
effectuate our initial business combination using cash from the proceeds of our
Initial Public Offering and the sale of our shares, debt or a combination of
cash, equity and debt.
We expect to continue to incur significant costs in the pursuit of our
acquisition plans. We cannot assure you that our plans to complete a Business
Combination will be successful.

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Results of Operations
We have neither engaged in any operations nor generated any revenues to date.
Our only activities from inception to September 30, 2021 were organizational
activities, those necessary to prepare for the Initial Public Offering,
described below, and, after the Initial Public Offering, identifying a target
company for a Business Combination. We do not expect to generate any operating
revenues until after the completion of our Business Combination. We may generate
non-operating
income in the form of interest income on marketable securities held in the Trust
Account. We incur expenses as a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due
diligence expenses in connection with completing a Business Combination.
For the nine months ended September 30, 2021, we had a net loss of $702,773,
which consisted of formation and operating expenses of $1,193,776 offset by a
gain on the value of the FPA asset of $471,389 and interest earned on marketable
securities held in the trust account of $19,615. For the three months ended
September 30, 2021, we had net income of $941,482, which consisted of a gain on
the value of the FPA asset $1,627,867 and $6,914 of interest earned on
marketable securities held in the trust account, offset by formation and
operating expenses of $693,298.
Liquidity and Capital Resources
Until the consummation of the Initial Public Offering, our only source of
liquidity was an initial purchase of Class B ordinary shares by our Sponsor and
advances from our Sponsor.
On January 11, 2021, we consummated our Initial Public Offering of 45,000,000
shares, which included the full exercise by the underwriters of the
over-allotment
option to purchase an additional 5,000,000 shares, at $10.00 per share,
generating gross proceeds of $450,000,000 (the "Initial Public Offering").
Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of an aggregate of 1,100,000 Private Placement Shares to our sponsor at
a price of $10.00 per share, generating gross proceeds of $11,000,000.
Following the Initial Public Offering, the full exercise of the over-allotment
option, and the sale of the Private Placement Shares, a total of $450,000,000
was placed in the Trust Account, and we had $1,995,000 of cash held outside of
the Trust Account, after payment of costs related to the Initial Public
Offering, and available for working capital purposes. We incurred $25,304,775 in
transaction costs, including $9,000,000 of underwriting fees, $15,750,000 of
deferred underwriting fees and $554,775 of other offering costs.
For the nine months ended September 30, 2021, net cash used in operating
activities was $1,013,769. The net loss of $702,773 was offset by the change in
value of the FPA asset of $471,389 and interest earned on marketable securities
held in trust of $19,615. Changes in operating assets and liabilities used
$180,008 of cash from operating activities.
At September 30, 2021, we had cash held in the Trust Account of $450,019,615. We
intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less
taxes payable (if applicable) and deferred underwriting commissions) and the
proceeds from the sale of the forward purchase shares to complete our Business
Combination. To the extent that our shares or debt is used, in whole or in part,
as consideration to complete our Business Combination, the remaining proceeds
held in the Trust Account will be used as working capital to finance the
operations of the post-Business Combination entity, make other acquisitions and
pursue our growth strategies.
At September 30, 2021, we had cash of $451,456 held outside of the Trust
Account. We intend to use the funds held outside the Trust Account primarily to
identify and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices, properties or
similar locations of prospective target businesses or their representatives or
owners, review corporate documents and material agreements of prospective target
businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with a 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 a Business Combination, we
would repay such loaned amounts. In the event that a 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 $2,000,000 of such loans may be
convertible into shares of the post-Business Combination entity at a price of
$10.00 per share at the option of the lender.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, if our estimate of
the costs of identifying a target business, undertaking
in-depth
due diligence and negotiating and consummating a Business Combination are less
than the actual amount necessary to do so, we may have insufficient funds
available

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to operate our business prior to our Business Combination. Moreover, we may need
to obtain additional financing either to complete our Business Combination or
because we become obligated to redeem a significant number of our public shares
upon consummation of our Business Combination, in which case we may issue
additional securities or incur debt in connection with such Business
Combination. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our Business
Combination. If we are unable to complete our Business Combination because we do
not have sufficient funds available to us, we will be forced to cease operations
and liquidate the Trust Account. In addition, following our Business
Combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations.
Off-Balance
Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
off-balance
sheet arrangements as of September 30, 2021. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
off-balance
sheet arrangements. We have not entered into any off-balance sheet financing
arrangements, established any special purpose entities, guaranteed any debt or
commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any
long-term
debt, capital lease obligations, operating lease obligations or long-term
liabilities, other than an agreement to pay affiliate of the Sponsor a monthly
fee of $20,000 for office space, utilities and secretarial, and administrative
and support services. We began incurring these fees on January 11, 2021 and will
continue to incur these fees monthly until the earlier of the completion of the
Business Combination and our liquidation.
The underwriters are entitled to a deferred fee of $0.35 per share, or
$15,750,000 in the aggregate. The deferred fee will become payable to the
underwriters from the amounts held in the Trust Account solely in the event that
we complete a Business Combination, subject to the terms of the underwriting
agreement.
We entered into a forward purchase agreement which will provide for the purchase
of a certain number of shares (the "forward purchase shares"), up to 5,000,000
forward purchase shares for $10.00 per share, or an aggregate purchase price of
$50,000,000 in a private placement to close concurrently with the closing of a
Business Combination.
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related
disclosures in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have identified the following critical
accounting policies:
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 Accounting Standards Codification ("ASC") Topic
480 "Distinguishing Liabilities from Equity." Class A 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 features redemption rights that is either within the
control of the holder or subject to redemption upon the occurrence of uncertain
events not solely within our control) is classified as temporary equity. At all
other times, ordinary shares are classified as shareholders' equity. Our
ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events.
Accordingly, Class A ordinary shares subject to possible redemption is presented
as temporary equity, outside of the shareholders' equity section of our
unaudited condensed balance sheet. Immediately upon the closing of the Initial
Public Offering, the Company recognized the accretion from initial book value to
redemption value, which resulted in charges against additional paid-in capital
(to the extent available) and accumulated deficit.

Gross Proceeds                                           $ 450,000,000

Less:


Class A ordinary shares issuance costs                   $ (25,304,775 )

Plus:

Accretion of carrying value to redemption value $ 25,304,775

Class A ordinary shares subject to possible redemption $ 450,000,000


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FPA Asset
The Company accounts for the Forward Purchase Agreement ("FPA") as a derivative
instrument based on an assessment of the specific terms of the FPA and
applicable authoritative guidance in Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("ASC") 480, Distinguishing
Liabilities from Equity ("ASC 480") and ASC 815, Derivatives and Hedging ("ASC
815"). The assessment considers whether the FPA is a freestanding financial
instrument pursuant to ASC 480 and meets the definition of a derivative asset or
liability pursuant to ASC 480. This assessment, which requires the use of
professional judgment, is conducted at the time of execution of the FPA and as
of each subsequent quarterly period end date while the FPA is outstanding.
Changes in the estimated fair value of the FPA between reporting periods is
recognized as a
non-cash
gain or loss on the statement of operations
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC
Topic 260, "Earnings Per Share." The Company has two classes of shares, which
are referred to as Class A ordinary shares and Class B ordinary shares. Income
and losses are shared pro rata between the two classes of shares. Net income
(loss) per ordinary share is calculated by dividing the net income by the
weighted average ordinary shares outstanding for the respective period.
Recent Accounting Standards
In August 2020, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU")
2020-06,
Debt - Debt with Conversion and Other Options (Subtopic
470-20)
and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic
815-40)
("ASU 2020- 06") to simplify accounting for certain financial instruments. ASU
2020-06
eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the
derivative scope exception guidance pertaining to equity classification of
contracts in an entity's own equity. The new standard also introduces additional
disclosures for convertible debt and freestanding instruments that are indexed
to and settled in an entity's own equity. ASU
2020-06
amends the diluted earnings per share guidance, including the requirement to use
the
if-converted
method for all convertible instruments. ASU
2020-06
is effective for fiscal years beginning after December 15, 2023, including
interim periods within those fiscal years, with early adoption permitted. The
Company is currently evaluating the impact of the accounting pronouncement and
therefore has not yet adopted as of September 30, 2021. Management does not
believe that any recently issued, but not yet effective, accounting standards,
if currently adopted, would have a material effect on our unaudited condensed
financial statements.

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