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 quarter ended June 30, 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

Check 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.

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 August 16, 2021, 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.

FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Condensed Financial Statements
	Unaudited Condensed Balance Sheet	1
	Unaudited Condensed Statements of Operations	2
	Unaudited Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity	3
	Unaudited Condensed Statement of Cash Flows	4
	Notes to Unaudited Condensed Financial Statements	5
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	17
	Item 4. Controls and Procedures	17
Part II. Other Information
	Item 1. Legal Proceedings	17
	Item 1A. Risk Factors	18
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	18
	Item 3. Defaults Upon Senior Securities	18
	Item 4. Mine Safely Disclosures	18
	Item 5. Other Information	18
	Item 6. Exhibits	19
Part III. Signatures		20

Assets
Current assets:
Cash and cash equivalents	$	1,000,131
Prepaid expenses		920,100
Total current assets		1,920,231
Cash and marketable securities held in Trust Account		400,009,070
Total Assets	$	401,929,301

Liabilities, Ordinary Shares Subject to Redemption, and Shareholders’ Equity
Current liabilities:
Accounts payable	$	380
Accrued professional fees		42,233
Accrued offering costs		209,719
Total current liabilities		252,332
Deferred underwriting commissions		14,000,000
Total liabilities		14,252,332

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,000,000 shares subject to possible redemption (redemption value, $10.00 per share)		379,232,787

Shareholders’ Equity
Preference shares, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,100,000 shares issued and outstanding (excluding 40,000,000 shares subject to possible redemption)		110
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding		1,000
Additional paid-in capital		8,683,890
Accumulated deficit		(240,818	)
Total shareholders’ equity		8,444,182
Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity	$	401,929,301

	Three-months Ended June 30, 2021			Inception-to-Date June 30, 2021
General and administrative expenses	$	244,726		$	249,913
Loss from operations		(244,726	)		(249,913	)
Other income:
Dividend and interest income		9,095			9,095
Net loss	$	(235,631	)	$	(240,818	)

Weighted average shares outstanding of Class A common stock subject to possible redemption		33,406,593			19,612,903

Basic and dilued net loss per share, Class A subject to possible redemption (Note 2)	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding of Class A common stock		918,681			539,355

Basic and diluted net loss per share, Class A (Note 2)	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding of Class B common stock		9,793,956			9,362,903

Basic and diluted net loss per share, Class B (Note 2)	$	(0.01	)	$	(0.01	)

	Ordinary Shares Subject to Possible Redemption				Ordinary Shares								Additional						Total
	Class A				Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Equity
Balance - January 27, 2021 (inception)		-	$	-		-	$	-		-	$	-	$	-		$	-		$	-
Issuance of Class B ordinary shares to Sponsor		-		-		-		-		10,000,000		1,000		24,000			-			25,000
Net loss		-		-		-		-		-		-		-			(5,187	)		(5,187	)
Balance - March 31, 2021		-		-		-		-		10,000,000	$	1,000		24,000		$	(5,187	)	$	19,813
Issuance of Class A ordinary shares, net of $23,107,213 issuance costs		40,000,000		376,892,787		1,100,000		110		-		-		10,999,890			-			11,000,000
Accretion of Class A ordinary shares to redemption value		-		2,340,000		-		-		-		-		(2,340,000	)		-			(2,340,000	)
Net loss		-		-		-		-		-		-		-			(235,631	)		(235,631	)
Balance - June 30, 2021		40,000,000	$	379,232,787		1,100,000	$	110		10,000,000	$	1,000	$	8,683,890		$	(240,818	)	$	8,444,182

Cash Flows from Operating Activities:
Net loss	$	(240,818	)
Interest earned in Trust Account		(9,070	)
Adjustments to reconcile net loss to net cash used in operating activities:
Prepaid expenses		(920,100	)
Accounts payable		380
Accrued professional fees		42,233
Net cash used in operating activities:		(1,127,375	)

Cash Flows from Investing Activities:
Investment of cash into Trust Account		(400,000,000	)

Cash Flows from Financing Activities:
Proceeds from note payable - related party		109,140
Payment of note payable - related party		(109,140	)
Proceeds from initial public offering		411,000,000
Payment of offering costs		(8,897,494)
Proceeds from issuance of Class B shares		25,000
Net cash provided by financing activities		402,127,506

Net change in cash	$	1,000,131

Cash - beginning of the period		-
Cash - ending of the period	$	1,000,131

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	209,719
Deferred underwriting commissions	$	14,000,000

	•	Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
	•	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	•	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Three-months Ended June 30, 2021	Class A subject to possible redemption			Class A			Class B
Allocation of undistributable losses	$	(178,418	)	$	(4,906	)	$	(52,307	)
Net income/(loss) to ordinary shares	$	(178,418	)	$	(4,906	)	$	(52,307	)

Weighted average shares outstanding, basic and diluted		33,406,593			918,681			9,793,956

Basic and diluted net loss per share	$	(0.01	)	$	(0.01	)	$	(0.01	)

No.	Description of Exhibit

3.1	Amended and Restated Memorandum and Articles of Association (1)

4.1	Form of Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-L filed on March 19, 2021 (File No. 333-254505))

10.1	Private Placement Shares Purchase Agreement between the Company and TCV Acquisition Holdings 2, L-P(l)

10.2	Investment Management Trust Account Agreement between Continental Stock Transfer & Trust Company and the Company (1)

10.3	Registration and Shareholder Rights Agreement between the Company and certain security holders (1)

10.4	Letter Agreement between the Company, TCV Acquisition Holdings, L.P., TCV Acquisition Holdings 2, L.P. and each of the officers and directors of the Company (1)

10.5	Form of Indemnity Agreements, dated April 13, 2021, between the Company and each of the officers and directors of the Company

10.6	Promissory Note, dated as of January 29 2021, between the Registrant and the Sponsor (incorporated by reference to Exhibit 10.5 to the Company’s Form S-L filed on March 19, 2021 (File No. 333-254505))

10.7	Promissory Note Assignment Agreement, dated February 23, 2021, between the Former Sponsor and the Sponsor, (incorporated by reference to Exhibit 10.6 to the Company’s Form S-L filed on March 19, 2021 (File No. 333-254505))

31.1*	Certification of Co-Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of Co-Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.3*	Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*	Certification of Co-Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*	Certification of Co-Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.3*	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*	XBRL Instance Document

101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document

101.SCH*	XBRL Taxonomy Extension Schema Document

101 .DEF*	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*	XBRL Taxonomy Extension Labels Linkbase Document

101 .PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

	TCV ACQUISITION CORP.

Date: August 16, 2021		/s/ Jon Reynolds, Jr.
	Name:	Jon Reynolds, Jr.
	Title:	Co-Chief Executive Office
		(Principal Executive Officer)

Date: August 16, 2021		/s/ Christopher Marshall
	Name:	Christopher Marshall
	Title:	Co-Chief Executive Office
		(Principal Executive Officer)

Date: August 16, 2021		/s/ Erez Elisha
	Name:	Erez Elisha
	Title:	Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

SEC Form 10-Q filed by TCV Acquisition Corp.