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 September 30, 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 November 9, 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.

Table of Contents

AGILE GROWTH CORP.

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021 (audited)	1
	Unaudited Condensed Statements of Operations for the Three and Nine Ended September 30, 2022, the Three Months Ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2022, the Three Months Ended September 30, 2021 and the period from January 21, 2021 (inception) through September 30, 2021	3
	Unaudited Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and the period from January 21, 2021 (inception) through September 30, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
	SIGNATURES	28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

AGILE GROWTH CORP.

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
Assets	(Unaudited)
Current assets:
Cash	$	123,548	$	684,467
Prepaid expenses		269,935		502,361
Total current assets		393,483		1,186,828
Non-current assets:
Investments held in Trust Account		311,814,639		310,016,344
Prepaid expenses (non-current)		—		89,685
Total non-current assets		311,814,639		310,106,029
Total Assets	$	312,208,122	$	311,292,857

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	21,936	$	175,448
Working Capital Loan - related party		250,000		—
Accrued expenses		1,517,815		1,401,688
Total current liabilities		1,789,751		1,577,136
Deferred underwriting commissions		10,850,000		10,850,000
Derivative warrant liabilities		992,000		10,581,330
Total liabilities		13,631,751		23,008,466

Commitments and Contingencies
Class A ordinary shares, $0.0001 par value; 31,000,000 shares at redemption value of $10.06 and $10.00 per share as of September 30, 2022 and December 31, 2021, respectively		311,714,639		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		(13,139,043)		(21,716,384)
Total shareholders’ deficit		(13,138,268)		(21,715,609)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	312,208,122	$	311,292,857

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

AGILE GROWTH CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


							For The Period From January 21, 2021
	For The Three Months Ended		For The Three Months Ended		For The Nine Months Ended		(Inception) Through
	September 30, 2022		September 30, 2021		September 30, 2022		September 30, 2021
General and administrative expenses	$	283,693	$	459,657	$	935,645	$	946,689
General and administrative expenses- related party		—		120,000		160,000		280,000
Loss from operations		(283,693)		(579,657)		(1,095,645)		(1,226,689)
Change in fair value of derivative warrant liabilities		2,314,670		5,290,670		9,589,330		4,464,000
Financing costs allocated to warrants		—		—		—		(533,950)
Income from investments held in Trust Account		1,371,835		4,682		1,798,295		10,115
Net income	$	3,402,812	$	4,715,695	$	10,291,980	$	2,713,476

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		31,000,000		31,000,000		31,000,000		25,055,777

Basic and diluted net income per share, Class A ordinary shares	$	0.09	$	0.12	$	0.27	$	0.08

Weighted average shares outstanding of Class B ordinary shares, basic		7,750,000		7,750,000		7,750,000		7,698,207

Basic net income per share, Class B ordinary shares	$	0.09	$	0.12	$	0.27	$	0.08

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

Diluted net income per share, Class B ordinary shares	$	0.09	$	0.12	$	0.27	$	0.08

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

AGILE GROWTH CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022


	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	—		—	—		—		—		5,151,892		5,151,892
Balance - March 31, 2022 (Unaudited)	—		—	7,750,000		775		—		(16,564,492)		(16,563,717)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(342,804)		(342,804)
Net income	—		—	—		—		—		1,737,276		1,737,276
Balance - June 30, 2022 (Unaudited)	—		—	7,750,000		775		—		(15,170,020)		(15,169,245)
Increase in redemption value of Class A ordinary shares subject to possible redemption	—		—	—		—		—		(1,371,835)		(1,371,835)
Net income	—		—	—		—		—		3,402,812		3,402,812
Balance - September 30, 2022 (Unaudited)	—	$	—	7,750,000	$	775	$	—	$	(13,139,043)	$	(13,138,268)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM JANUARY 21, 2021

(INCEPTION) THROUGH SEPTEMBER 30, 2021


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-in				Shareholders’
	Shares	Amount		Shares	Amount		Capital		Accumulated Deficit		Deficit
Balance — January 21, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor	—		—	8,625,000		862		24,138		—		25,000
Excess cash received over fair value of private placement warrants	—		—	—		—		3,720,000		—		3,720,000
Remeasurement of Class A ordinary shares subject to possible redemption amount	—		—	—		—		(3,744,138)		(22,700,067)		(26,444,205)
Net income	—		—	—		—		—

SEC Form 10-Q filed by Agile Growth Corp.