UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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

For the transition period from to

Commission File No. 001-40186

AGILE GROWTH CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1562072
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)


Riverside Center 275 Grove Street, Suite 2-400 Newton, Massachusetts		02466
(Address of principal executive offices)		(Zip Code)
(617) 663-5997 (Registrant’s telephone number, including area code) Not Applicable
(Former name or former address, if changed since last report)

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 Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	AGGRU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the units	AGGR	The Nasdaq Stock Market LLC
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AGGRW	The Nasdaq Stock Market LLC

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 12, 2022, there were 31,000,000 Class A ordinary shares, par value of $0.0001 per share and 7,750,000 Class B ordinary shares, par value of $0.0001 per share issued and outstanding.


		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (audited)	1
	Unaudited Condensed Statements of Operations for the Three Ended March 31, 2022 and the period from January 21, 2021 (inception) through March 31, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2022 and the period from January 21, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2022 and the period from January 21, 2021 (inception) through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	SIGNATURES	27


	March 31, 2022		December 31, 2021
	(Unaudited)		(Audited)
Assets
Current assets:
Cash	$	355,313	$	684,467
Prepaid expenses		581,963		502,361
Total current assets		937,276		1,186,828
Non-current assets:
Investments held in Trust Account		310,036,705		310,016,344
Prepaid expenses (non-current)		—		89,685
Total non-current assets		310,036,705		310,106,029
Total Assets	$	310,973,981	$	311,292,857

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	214,415	$	175,448
Accrued expenses		1,508,283		1,401,688
Total current liabilities		1,722,698		1,577,136
Deferred underwriting commissions		10,850,000		10,850,000
Derivative warrant liabilities		4,960,000		10,581,330
Total liabilities		17,532,698		23,008,466

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 31,000,000 shares ($10.00 redemption value)		310,000,000		310,000,000

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; none issued, excluding 31,000,000 shares subject to possible redemption		—		—
Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 7,750,000 shares issued and outstanding		775		775
Additional paid-in capital		—		—
Accumulated deficit		(16,559,492)		(21,716,384)
Total shareholders’ deficit		(16,558,717)		(21,715,609)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	310,973,981	$	311,292,857


			For The Period From January 21, 2021
	For The Three Months Ended		(Inception) through
	March 31, 2022		March 31, 2021
General and administrative expenses	$	364,799	$	164,052
General and administrative expenses- related party		120,000		40,000
Loss from operations		(484,799)		(204,052)
Change in fair value of derivative warrant liabilities		5,621,330		4,133,330
Financing costs allocated to warrants		—		(533,950)
Income from investments held in Trust Account		20,361		804
Net income	$	5,156,892	$	3,396,132

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		31,000,000		8,800,000

Basic and diluted net income per share, Class A ordinary shares	$	0.13	$	0.21

Weighted average shares outstanding of Class B ordinary shares, basic		7,750,000		7,557,143

Basic net income per share, Class B ordinary shares	$	0.13	$	0.21

Weighted average shares outstanding of Class B ordinary shares, diluted		7,750,000		7,750,000

Diluted net income per share, Class B ordinary shares	$	0.13	$	0.21


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in				Shareholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance - December 31, 2021	—	$	—	7,750,000	$	775	$	—	$	(21,716,384)	$	(21,715,609)
Net income	—		—	—		—		—		5,156,892		5,156,892
Balance - March 31, 2022 (Unaudited)	—	$	—	7,750,000	$	775	$	—	$	(16,559,492)	$	(16,558,717)


			For The Period From
	For The Three		January 21, 2021
	Months Ended		(Inception) through
	March 31, 2022		March 31, 2021
Cash Flows from Operating Activities
Net income	$	5,156,892	$	3,396,132
Adjustments to reconcile net income to net cash used in operating activities:
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		—		25,000
General and administrative expenses paid by related party under note payable		—		5,108
Change in fair value of derivative warrant liabilities		(5,621,330)		(4,133,330)
Financing costs - derivative warrant liabilities		—		533,950
Income from investments held in Trust Account		(20,361)		(804)
Changes in operating assets and liabilities:
Prepaid expenses		10,083		(938,826)
Accounts payable		38,967		10,430
Accrued expenses		106,595		66,117
Net cash used in operating activities		(329,154)		(1,036,223)

Cash Flows from Investing Activities
Cash deposited in Trust Account		—		(310,000,000)
Net cash used in investing activities		—		(310,000,000)

Cash Flows from Financing Activities
Proceeds received from initial public offering, gross		—		310,000,000
Proceeds received from private placement		—		9,300,000
Offering costs paid		—		(6,646,645)
Repayment of note payable to related party		—		(100,247)
Net cash provided by financing activities		—		312,553,108

Net change in cash		(329,154)		1,516,885

Cash - beginning of the period		684,467		—
Cash - ending of the period	$	355,313	$	1,516,885

Supplemental disclosure of noncash investing and financing activities:
Offering costs included in accounts payable	$	—	$	920
Offering costs included in accrued expenses	$	—	$	85,450
Offering costs paid by related party under note payable	$	—	$	95,139
Deferred underwriting commissions in connection with the initial public offering	$	—	$	10,850,000
Remeasurement of Class A ordinary shares subject to possible redemption amount	$	—	$	(26,444,205)


	For The Three Months
	Ended March 31, 2022
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	4,125,514	$	1,031,378
Denominator:
Basic and diluted weighted average ordinary shares outstanding		31,000,000		7,750,000
Basic and diluted net income per ordinary share	$	0.13	$	0.13


	For The Three Months
	Ended March 31, 2021
	Class A		Class B
Net income per ordinary share:
Numerator:
Allocation of net income, basic	$	1,827,089	$	1,569,043
Allocation of net income, diluted		1,805,798		1,590,334
Denominator:
Basic weighted average ordinary shares outstanding		8,800,000		7,557,143
Diluted weighted average ordinary shares outstanding		8,800,000		7,750,000
Basic net income per ordinary share	$	0.21	$	0.21
Diluted net income per ordinary share	$	0.21	$	0.21


Gross proceeds from Initial Public Offering and sale of Over-Allotment Units	$	310,000,000
Less:
Fair value of Public Warrants at issuance		(9,300,000)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(17,144,205)
Plus:
Remeasurement on Class A ordinary shares subject to possible redemption amount		26,444,205
Class A ordinary shares subject to possible redemption	$	310,000,000


	Quoted Prices in Active		Significant Other		Significant Other
	Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets:
Investments held in Trust Account - money market fund	$	310,036,705	$	—	$	—

Liabilities:
Derivative warrant liabilities - Public warrants	$	3,100,000	$	—	$	—
Derivative warrant liabilities - Private placement warrants	$	—	$	1,860,000	$	—

SEC Form 10-Q filed by Agile Growth Corp.