UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal 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:001-40167

TRIBE CAPITAL GROWTH CORP I

(Exact name of registrant as specified in its charter)



Delaware		85-3901431
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2700 19th Street San Francisco, California		94110
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (619) 567 9955

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant	ATVCU	The Nasdaq Capital Market LLC
Class A Common Stock, par value $0.0001 per share	ATVC	The Nasdaq Capital Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	ATVCW	The Nasdaq Capital Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

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 registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

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 Act). Yes ☒ No ☐

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $249,435,000 on June 30, 2021 (the last business day of the registrant’s most recently completed second quarter) based on the closing price for the common stock on the NASDAQ Capita Market on June 30, 2021.

As of April 15, 2022, there were 27,600,000 shares of Class A common stock, par value $0.0001 per share, and 6,900,000 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

TABLE OF CONTENTS

	Page
PART I	5

Item 1. Business	5

Item 1A. Risk Factors	13

Item 1B. Unresolved Staff Comments	43

Item 2. Properties	43

Item 3. Legal Proceedings	43

Item 4. Mine Safety Disclosures	43

PART II	43

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43

Item 6. [Reserved]	45

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 7A. Quantitative and Qualitative Disclosures About Market Risk	48

Item 8. Financial Statements and Supplementary Data	49

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	68

Item 9A. Controls and Procedures	50

Item 9B. Other Information	69

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	69

PART III	70

Item 10. Directors, Executive Officers and Corporate Governance	70

Item 11. Executive Compensation	80

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	81

Item 13. Certain Relationships and Related Transactions, and Director Independence	83

Item 14. Principal Accounting Fees and Services	85

PART IV	86

Item 15. Exhibits, Financial Statement Schedules	86

Item 16. Form 10-K Summary	87

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References to the “Company,” “our,” “us” or “we” refer to Tribe Capital Growth Corp I, a blank check company incorporated in Delaware on November 5, 2020. References to our “sponsor” refer to Tribe Arrow Holdings I LLC, a Delaware limited liability company, an entity affiliated with our officers, directors and advisors.

This Annual Report on Form 10-K contains statistical data, estimates and forecasts that are based on independent industry publications or other publicly available information, as well as other information based on our internal sources. While we believe the industry and market data included in this report are reliable and are based on reasonable assumptions, these data involve many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. While we are not aware of any misstatements regarding any such third-party information presented in this report, we have not independently verified the accuracy or completeness of the data contained in these industry publications and other publicly available information. None of the industry publications referred to in this report were prepared on our or on our affiliates’ behalf or at our expense. Our business is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in Item 1A. “Risk Factors,” which could cause results to differ materially from those expressed in these publications and other publicly available information.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute “forward-looking statements” for the purpose of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

●our ability to complete our initial business combination;

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

●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, as a result of which they would then receive expense reimbursements;

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

●our pool of prospective target businesses;

●the ability of our officers and directors to generate a number of potential investment opportunities;

●the ability to have our securities continue to be listed on Nasdaq, including following a business combination;

●our public securities’ potential liquidity and trading;

●our ability to consummate an initial business combination despite the continued uncertainty resulting from the ongoing COVID-19 pandemic or the outbreak of other infectious diseases;

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

●the potential market for our securities; or

●our financial performance.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements as predictions of future results. Our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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RISK FACTOR SUMMARY

Our business is subject to numerous risks and uncertainties, including those highlighted in the section title “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability to effect a business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:

●newly formed company without an operating history;

●delay in receiving distributions from the trust account;

●lack of opportunity to vote on our proposed business combination;

●lack of protections afforded to investors of blank check companies;

●deviation from acquisition criteria;

●issuance of equity and/or debt securities to complete a business combination;

●lack of working capital;

●third-party claims reducing the per-share redemption price;

●negative interest rate for securities in which we invest the funds held in the trust account;

●our stockholders being held liable for claims by third parties against us;

●failure to enforce our sponsor’s indemnification obligations;

●warrant holders limited to exercising warrants only on a “cashless basis”;

●the ability of warrant holders to obtain a favorable judicial forum for disputes with our company;

●dependence on key personnel;

●conflicts of interest of our sponsor, officers and directors;

●the delisting of our securities by the Nasdaq;

●dependence on a single target business with a limited number of products or services;

●shares being redeemed and warrants becoming worthless;

●our competitors with advantages over us in seeking business combinations;

●ability to obtain additional financing;

●our initial stockholders controlling a substantial interest in us;

●warrants adverse effect on the market price of our common stock;

●events which may result in the per-share amount held in our trust account dropping below $10.00 per public share;

●disadvantageous timing for redeeming warrants;

●registration rights’ adverse effect on the market price of our common stock;

●impact of COVID-19 and related risks;

●business combination with a company located in a foreign jurisdiction;

●changes in laws or regulations; tax consequences to business combinations;

●exclusive forum provisions in our amended and restated certificate of incorporation;

●our ability to continue as a going concern;

●our ability to access sufficient financing to sustain our operations and consummation our initial business combination;

●material weakness in our internal control over financial reporting; and

●potential litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

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PART I

ITEM 1. BUSINESS.

Introduction

We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. We have neither engaged in any operations unrelated to our search for business combination candidates nor generated any revenue to date.

Our sponsor is affiliated with Tribe Capital Management LLC (“TCM”), a registered investment advisor under the Investment Advisers Act of 1940, as amended. TCM is a Silicon Valley-based venture capital firm, established in 2018, focused on using product and data science to engineer outsized outcomes. The TCM team believes the largest and most significant companies of our generation can only be predictably identified by drawing insights from the raw transactional data that companies produce and systematically benchmarking them across hundreds of opportunities. We also believe that the largest outcomes can only be predictably realized by long-term partners that enter the right opportunities early, and have the ability to materially affect and capture the value accreted by each growth inflection point across a company’s entire lifecycle. Our process has been designed to merge these two beliefs through the mastery of data. Our mission is to provide outsized returns for our partners by using data science to both identify outliers early and multiply their value through their entire lifecycle.

Tribe Capital Growth Corp I is a natural extension of TCM’s core mission that will allow us to enter into long-term partnerships with companies that are ready to go public in the same way we partner with private companies that are looking to grow exponentially. Our purpose is to pursue opportunities with top-decile private technology companies that are exhibiting inflection points in their growth, with the potential to scale towards outsized outcomes with long-term venture capital. At TCM, we call these “N-of-1” opportunities, where a company has begun capturing a new atomic unit of value—like oil, idle cars, empty rooms, or the friend graph—that when captured, has the potential to catalyze an immense wave of innovation. The inflection point comes as the company has captured and begun to dominate the atomic unit, creating scarcity such that economic activity and entire markets refactor around the company.

Three companies in particular exemplify TCM team members’ track record of investing in and partnering with founders to create N-of-1 companies: Facebook, Slack and Carta. At Facebook, our team members led the discovery of new approaches for using data to inform critical decisions throughout the company lifecycle, from the early stage, through the inflection point to IPO, and beyond. As we became investors, we evolved our frameworks to use data to identify N-of-1 opportunities early in the startup lifecycle—which led us to fund Slack in 2014, reinvest in subsequent rounds of funding and advise the executive team on charting its course towards its N-of-1 outcome and eventual IPO. In early 2019 when Carta was reaching its inflection point of moving beyond its initial 409a market into fund administration, liquidity and banking, we helped evolve Carta’s narrative and focus their forward strategy. At a time when few others saw Carta’s potential, Tribe recognized and quantified a network effect that could be derived from Carta’s platform. Tribe’s thesis was the feature of Carta’s data rooms and its vision a key driver for its growth.

As the economy has shifted towards intangible assets and products that can achieve massive scale, the public markets have evolved a more nuanced view of profit and growth that makes conditions ripe for special purpose acquisition company (“SPAC”) combinations. New technologies have resulted in the emergence of companies that can achieve sustained growth trajectories far beyond what was possible in the late 20th century, years and even decades past the milestone of having become publicly-traded. SPACs allow for these growth companies to quickly and efficiently go public and unlock capital markets potential, within a structure that pairs the company with long-term growth partners that can advise on how to grow and scale exponentially.

Companies have come to TCM, as ideal long-term venture capital partners, because TCM leverages data both internally with leadership to chart out a company’s execution path, and externally to shape the growth narrative for the markets. When TCM partners with a company, TCM uses company data to build a bottom-up view of the company, around which TCM will look to collaborate with leadership, to articulate the company’s unique growth potential as N-of-1. Those insights are then operationalized internally, to drive improvements in operations and execution, and the narrative becomes the equity story through which the company finances its growth trajectory at the lowest cost of capital. The TCM framework of using data allows it to identify N-of-1 opportunities and do it repeatedly, consistently and at scale. These aspects work in conjunction to provide an exceptional and unusual founder experience, and we believe positions us as an attractive partner and acquirer both in the private and public markets.

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As famed value investor Benjamin Graham was one of the first to utilize accounting as an aid to investment decisions, thus birthing “fundamentals analysis,” at TCM, we’ve pioneered using data and product analytics to evaluate software and growth businesses. The SPAC structure empowers us to bring our growth investing expertise – once limited to private markets – to the public markets, in search of long-term growth alignment.

Background on our Sponsor

Tribe Arrow Holdings I LLC is a company formed by TCM and Arrow Capital to be our sponsor. Our sponsor combines data scientists, technologists, entrepreneurs around a shared vision of investing and partnering with technology focused companies. Our belief is that our team’s access, reach and relationships with founders, executives and venture capitalists, in the public and private markets, will give us an advantage in the ability to identify and implement value creation.

Tribe Capital

TCM is a Silicon Valley-based venture capital firm, established in 2018, focused on using product and data science to engineer outsized outcomes. It was co-founded by Arjun Sethi, Ted Maidenberg and Jonathan Hsu in 2018. TCM has been an early investor in companies that have demonstrated strong growth in the public and private markets, such as Momentus, Relativity, Carta, Instabase and Bolt.

Arrow Capital

Arrow Capital (“Arrow”) is a leading boutique asset manager and investment advisory firm. Arrow registered investment management company with offices in Dubai (regulated by Dubai Financial Services Authority – DFSA) and Mauritius (regulated by Financial Services Commission – FSC).

Management Team

Our management team is led by Arjun Sethi, our Chairman and Chief Executive Officer, Omar Chohan, our Chief Financial Officer, Sumit Mehta, our Vice President and Ted Maidenberg, our Secretary. TCM’s investment team, the broader team at TCM, and our strategic advisors will work to counsel and support the management team.

Arjun Sethi is our Chairman and Chief Executive Officer. Mr. Sethi is a serial entrepreneur, investor and executive with deep roots in the Silicon Valley and more than a decade of experience building, sourcing and investing in over 100 high-growth technology companies, most notably independently investing in companies such as Opendoor, Gusto and Truecaller. Mr. Sethi also co-founded TCM in 2018, which has invested in fast growing and notable companies such as Carta, Relativity, Shiprocket, Applied Intuition, Instabase, Momentus, Bolt, Front, and Equipmentshare. Prior to founding Tribe, Mr. Sethi was a partner at Social Capital from 2016 to 2018, where he led the team which established a successful track-record of backing high-growth companies such as Slack, Cloud Kitchens, and Box. He also served on the executive team at Yahoo, from 2014 to 2016, where he grew product usage to over 1 billion monthly active unique users. He joined Yahoo as part of its acquisition of MessageMe, a messaging app he founded in 2012. Prior to that, Mr. Sethi co-founded LOLapps, a mobile gaming and applications company which he scaled to 100 million monthly users before it was sold to 6waves, a subsidiary of Nexon.

Sumit Mehta is our Vice President. Mr. Mehta has been a managing director at Arrow Capital since 2019. He has over 15 years of experience across Corporate Finance, M&A and Private Equity, and a strong track record of identifying and executing successful transactions. In his previous role, starting in 2007, Mr. Mehta was the head of Deal Structuring & Advisory at Daman Investments, one of the leading investment companies in Dubai and part of the $5 billion Gargash Group. In his career span, Mr. Mehta has led large and complex investment deals, equity and debt financing transactions ranging from $50 million to $750 million across a wide range of sectors including technology, real estate, hospitality, education, auto, and consumer care. Mr. Mehta started his career with ABN AMRO in India as an investment advisor prior to moving to the Middle East.

Ted Maidenberg is our Secretary. Mr. Maidenberg brings over two decades of experience as an entrepreneur, investor and operator in the technology, media and telecom sector. He co-founded TCM in 2018. Previously, he co-founded Social Capital in 2011, where he established a proven track record of value creation with notable successes including Slack, Propeller Health, Yammer, and Wealthfront. From 2006 to 2011, Mr. Maidenberg was a partner as U.S. Venture Partners where he invested in Trunkclub, Adify and Revolution Money. Prior to his investment career, Mr. Maidenberg ran the wireless licensing division for Warner Brothers Japan.

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Omar Chohan is our Chief Financial Officer. Mr. Chohan brings over 20 years of CFO experience with broad cross border, strategic and transactional experience. Since 2020, Mr. Chohan has served as a partner, and runs the Special Situations Group (SSG) at TCM, and separately serves as general partner at a TCM affiliated venture capital firm, PIF VC. Mr. Chohan also has extensive experience supporting growth stage companies around the world. He currently sits on the board of Ampaire and also founded Luxsant LLC in 2013, a global boutique CFO and management consulting firm employing a global team of professionals across six international offices, focusing on accounting, internal controls/audit, pre-acquisition due diligence, M&A, and turnaround/restructuring of distressed assets.

Our Directors

Our efforts to seek a suitable business combination target will be enhanced by the expertise and relationships of our directors, each who bring a depth of experience in business and financial matters, and who will provide us with additional guidance and oversight.

Rohit Nanani is the Founder and CEO of Arrow Capital, which he founded in 2016, a leading boutique asset manager and investment advisory firm. Mr. Nanani has a proven track record as an international banker with 20+ years of experience in global financial markets. He has held several executive positions across notable global institutions, including as a Managing Director with Barclays Bank Plc (DIFC – Dubai), starting in 2013, and heading the GSAC (South Asian Clients) business and as Executive Director at UBS Singapore, having clientele across South East Asia, Middle East, Africa and UK. Prior to his private banking experience, Mr. Nanani spent ten years with global institutions such as ABN AMRO and Bank of Nova Scotia in India in the Corporate Banking business. His rich and varied experience across corporate banking and private banking gives him an advantage in providing holistic advisory services to ultra-high net worth clients and large family offices.

Richard Peretz retired as the chief financial officer and treasurer of UPS, which he served from 2015 to 2020. Mr. Peretz was responsible for Global Finance activities at UPS. He also served as a member of the UPS Management Committee, setting strategy for long-term growth including the current capital structure realignment and transformation initiatives. Mr. Peretz was also responsible for UPS’s Initial Public Offering in 1999, at the time the largest in U.S. history. Prior to being named CFO, Mr. Peretz held various leadership positions at UPS, including corporate controller and treasurer from 2007-2015.

Henry Ward is the CEO of Carta, a company he co-founded in 2012 to revolutionize the way founders, investors, and employees manage equity and ownership. Carta was founded in 2012, and has grown to manage hundreds of billions of dollars in equity. Companies including Robinhood, Tilray, and Union Square Ventures trust Carta to provide fund administration, 409A valuations, cap table management and scenario modeling. Prior to Carta, Mr. Ward was the founder and CEO of Secondsight, a portfolio optimization platform for retail investors. Prior, Mr Ward held leadership positions at software companies including Reddwerks Inc. and BetweenMarkets.

Duriya Farooqui has been an independent director at InterContinental Hotels Group PLC (NYSE: IHG) as of 2020, and at Intercontinental Exchange, Inc (NYSE: ICE) since 2017. She also serves on the boards of NYSE and ICE NGX, all of which are ICE subsidiaries. Most recently, between 2019 and 2020, Ms. Farooqui was president of supply chain innovation at Georgia Pacific, leading an innovation organization where over 40 companies came together to solve supply chain challenges through rapid experimentation, digital technology and collaboration. Ms. Farooqui was previously executive director of Atlanta Committee for Progress (ACP), a coalition of leading CEOs addressing critical economic development issues for Atlanta; a role she held from 2016 to 2018. Ms. Farooqui was a principal at Bain & Company from 2014 to 2016. She served the City of Atlanta through several leadership positions including, chief operating officer from 2011 to 2013, deputy chief operating officer from 2010 to 2011 and director from 2007 to 2009. At the start of her career, she worked with the Center for International Development at Harvard University, The World Bank, and the Center for Global Development. Ms. Farooqui is a Trustee of the Woodruff Arts Center and Agnes Scott College.

Notwithstanding our founders’ (including TCM’s) and management team’s past experiences, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our initial business combination or (ii) that we will provide an attractive return to our stockholders from any business combination we may consummate. You should not rely on the historical record of our founders’ (including TCM’s) and management’s performance as indicative of our future performance. See “Risk Factors—Past performance of our founders (including TCM) and the other members of our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be unable to provide positive returns to stockholders.”

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Our Mission and Competitive Advantages

TCM’s data-informed frameworks for identifying N-of-1 opportunities allow us to analyze over 1,000 businesses per year and conduct quantitative diligence on hundreds of those companies. TCM sees companies across every sector and every stage of the company lifecycle. TCM shares its analytical work with every company on which it conducts diligence helping it win competitive deals while building its reputation in the startup ecosystem as value-add. TCM has accumulated a repository of billions of observation points on traction and growth that allow it to benchmark with precision and flexibility, which the TCM team uses to distinguish ordinary companies from the outlier companies that have a chance at an N-of-1 outcome. The following represent TCM’s core competitive advantages that we believe will help position us as a desirable acquirer.

•Premier access to venture capital opportunities: The TCM team’s long history in the startup and venture capital ecosystem gives us proprietary access and deal flow across stages and sectors. Our team has started, grown and exited businesses with an aggregate enterprise value in excess of $20 billion. As investors, we have backed iconic companies like Slack, Snap, Living Social and Carta and co-invested alongside other tier 1 investors. We see and win deals because we have a unique value proposition for co-investors and management teams with our data-driven frameworks.

•Selection accuracy underwritten by data science: TCM’s team has decades of experience developing its evaluation capabilities in private companies. Our roots are in using quantitative methods to recognize and amplify early-stage product-market fit. We have accumulated billions of raw data points across hundreds of companies that allow us to benchmark a given company’s performance with precision and systematically turn the company’s raw data into deep insights on its product-market fit. We use a wide spectrum of inputs across product, market, talent, financials and structuring, valuation and price to drill down on specific questions around payback periods, unit economics, margin, leadership quality and more, all feeding into a deal structure at the right price with an attractive return profile.

•Continued post-investment improvement in operations and execution: TCM’s team members played pivotal roles in the early growth of Facebook and Slack, particularly in using data to drive engagement and platform growth. Our founders believe that our ongoing quantitative analyses help them, their product teams and their data science teams to better understand their product-market and draw out the strategic implications from those insights that they use to determine their execution path. Our focus is on using data to drive step function increases in growth, particularly as it relates to generating increasing returns to scale in the form of platforms, networks and N-of-1 outcomes.

Our advantage is based in the core philosophy that the TCM team has around investing in growth businesses:

•Quantitative product-market fit as financial accounting: The income statement and balance sheet are important for an established company to communicate the financial health of its business, but these accounting concepts are often unhelpful when inspecting a fast growing, unprofitable business. For a startup, what’s needed is a quantitative framework for assessing product-market fit, which describes the health and quality of a product’s growth. TCM has spent the last six years building technology that ingests millions of rows of raw transactional data and produces this core quantitative underwriting document in as little as 30 minutes.

•Bottom-up analysis to discover ground truth: TCM builds a bottom-up visibility into a company’s product-market fit by using a company’s own raw transactional data to model its performance. Traditional venture diligence tolerates higher risk in underwriting a company’s product-market fit by taking a company’s narrated data room as truth, with a bias towards focusing on readily available signals such as team, market and social proof. We believe that the bottom-up analytical approach gets us to ground truth on how a company truly operates, which reduces our loss ratio, improves our selection accuracy and allows TCM to capture upside potential.

•We make N-of-1 companies: At TCM, we say that we identify N-of-1 companies, we invest in N-of-1 companies, and we make N-of-1 companies. Once we decide to partner with a company, we use our bottom-up analysis and shared ground truth to work closely with executives, board members, advisors and key individual contributors to extrapolate the 10 to 100x growth cases. We assist companies across the entire organization, including product, brand, talent, capital, business development and M&A to engineer the company’s N-of-1 outcome.

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Business Combination Criteria

Consistent with our strategy, we have identified the following general criteria and guidelines to evaluate prospective target businesses. We may however, decide to enter into our initial business combination with a target business that does not meet all of these criteria and guidelines. We intend to seek to acquire one or more businesses that we believe:

•Exhibits a strong pattern of growth in both revenue and product-market fit metrics that we believe are leading indicators of revenue growth.

•Exhibits attractive unit economics inclusive of all costs such as COGS, sales and marketing and customer success.

•Exhibits a sufficiently diverse customer base so as to not face customer concentration risk.

•Is either the number one or two player in their respective markets.

•Operate in markets that are attractive from a growth perspective and that preset structural obstacles to competitors.

•Possesses a management team that is ambitious and has demonstrated tactical and executional competencies necessary to win in their chosen market across all aspects of operations particularly including sales and marketing and research and development.

•Exhibits opportunities for growth that lie within our own historical domains of expertise as founders and executives at past significant companies.

TCM’s proprietary technology platform gives us the operational data to allow us to confidently identify top decile performance across a very wide swath of metrics for products and companies across a wide array of life stages. Our technology platform is key to providing a unique and insightful view of a company and will be a key component of our decision-making.

These criteria and guidelines are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors, and criteria that our team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this annual report and our other Securities and Exchange Commission (“SEC”) filings, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

Initial Business Combination

In accordance with the rules of Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, but if the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a seeking stockholder approval or conducting a tender offer, as applicable. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

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(the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test.

We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination.

In connection with the consummation of our initial public offering, Arrow has committed, pursuant to a written agreement, to assist us in raising capital in connection with our initial business combination. In the event we are unable to secure investors to invest the amount of capital required for our initial business combination (the “PIPE”), prior to the announcement our initial business combination, Arrow Capital has committed to raising up to 30% of the required PIPE amount (the “Arrow PIPE Amount”), from Arrow’s network of investors. Subject to certain limited exceptions, if Arrow fails to raise the Arrow PIPE Amount, then Arrow shall forfeit an amount of up to 50% of the private placement warrants, allocated to it, by virtue of the interests that Arrow holds in our sponsor.

Sourcing of Potential Initial Business Combination Targets

We believe our team’s significant operating and transaction experience and relationships will provide us with a substantial number of potential initial business combination targets. Over the course of their careers, the members of our team have developed a broad network of contacts and corporate relationships around the world, which includes private equity firms, venture capitalists and entrepreneurs. This network has grown through the activities of our team sourcing, acquiring and financing businesses, the reputation of our team for integrity and fair dealing with sellers, financing sources and target management teams and the experience of our team in executing transactions under varying economic and financial market conditions.

This network has provided our team with a flow of referrals, which in the past has resulted in numerous transactions which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that this network will provide us with multiple investment opportunities. In addition, we anticipate that target business combination candidates will be brought to our attention by various unaffiliated sources, including participants in our targeted markets and their advisors, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). In addition, we pay an affiliate of our sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our team. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

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We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions stating that such an initial business combination is fair to our company from a financial point of view.

Members of our team directly or indirectly own founder shares and/or private placement warrants and, accordingly, 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. Further, each of 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 was included by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

Our officers, directors and strategic advisors have agreed not to participate in the formation of, or become an officer, director or strategic advisor of, any other special purpose acquisition company with a class of securities registered under the Exchange Act without our prior written consent, which will not be unreasonably withheld.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have significant experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that we acquire a target business or businesses that satisfy the 80% of net assets test at the time of the agreement to enter into the initial business combination, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive disadvantage in successfully negotiating our initial business combination.

Employees and Human Capital Resources

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of our initial business combination process the company is in. Accordingly, once a suitable target business to acquire has been located, management may spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of our initial business combination.

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Periodic Reporting and Audited Financial Statements

We have registered our units, common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, such as this Annual Report on Form 10-K, contain financial statements audited and reported on by our independent registered public accountants.

We will provide stockholders with audited financial statements of the prospective target business as part of any proxy solicitation sent to stockholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation materials will need to be prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), or international financial reporting standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. The financial statements may also be required to be prepared in accordance with U.S. GAAP for the Form 8-K announcing the closing of an initial business combination, which would need to be filed within four business days thereafter. We cannot assure you that any particular target business selected by us as a potential acquisition candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be able to acquire the proposed target business.

We will be required to evaluate our internal control over financial reporting for the fiscal year ending December 31, 2022. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with

SEC Form 10-K filed by Tribe Capital Growth Corp I