UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the year ended December 31, 2021

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

For the transition period from to

Commission file number: 001-40327

TCV ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

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)

(650) 614-8200

(Issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of June 30, 2021, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting and non-voting common equity held by non-affiliates was $396,400,000, based on the closing sale price of such shares on NASDAQ on such date.

As of March 28, 2022, there were 41,100,000 Class A ordinary shares, $0.0001 par value and 10,000,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

TCV ACQUISITION CORP.

TABLE OF CONTENTS

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

SEC Form 10-K filed by TCV Acquisition Corp.