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 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 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 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 May 13, 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.

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2022

TABLE OF CONTENTS

		Page
Part I. Financial Information
	Item 1. Condensed Financial Statements (unaudited)
	Condensed Balance Sheets	1
	Condensed Statements of Operations	2
	Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit)	3
	Condensed Statements of Cash Flows	4
	Notes to 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	16
	Item 4. Controls and Procedures	16
Part II. Other Information
	Item 1. Legal Proceedings	17
	Item 1A. Risk Factors	17
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	17
	Item 3. Defaults Upon Senior Securities	18
	Item 4. Mine Safely Disclosures	18
	Item 5. Other Information	18
	Item 6. Exhibits	18
Part III. Signatures		20

	March 31, 2022			December 31, 2021
	(unaudited)			(audited)
Assets
Current assets:
Cash and cash equivalents	$	496,004		$	621,420
Prepaid expenses		586,347			563,037
Total current assets		1,082,351			1,184,457
Non-current prepaid expenses		11,959			143,897
Marketable securities held in Trust Account		400,062,782			400,022,668
Total Assets	$	401,157,092		$	401,351,022

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	-		$	300
Due to affiliates		37,857			-
Accrued professional fees		179,961			68,838
Accrued offering costs		70,000			70,000
Total current liabilities		287,818			139,138
Deferred underwriting commissions		14,000,000			14,000,000
Total liabilities		14,287,818			14,139,138

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 at $10.00 per share at accreted value		387,847,755			384,977,314

Shareholders' Equity (Deficit):
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			110
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,000,000 shares issued and outstanding		1,000			1,000
Additional paid-in capital		68,922			2,939,363
Accumulated deficit		(1,048,513	)		(705,903	)
Total shareholders' equity (deficit)		(978,481	)		2,234,570
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity (Deficit)	$	401,157,092		$	401,351,022

	For the three months ended March 31, 2022			For the period from January 27, 2021 (inception) - March 31, 2021

General and administrative expenses	$	382,758		$	5,187
Loss from operations		(382,758	)		(5,187	)
Other income:
Dividend and interest income		40,148			-
Net loss	$	(342,610	)	$	(5,187	)

Weighted average shares outstanding of Class A ordinary shares subject to possible redemption		40,000,000			-

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

Weighted average shares outstanding of Class A ordinary shares		1,100,000			-

Basic and dilued net loss per share, Class A ordinary shares (See Note 2)	$	(0.01	)	$	-

Weighted average shares outstanding of Class B ordinary shares		10,000,000			8,750,000

Basic and diluted net loss per share, Class B ordinary shares (See Note 2)	$	(0.01	)	$	(0.00	)

	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 (Deficit)
Balance - December 31, 2021		40,000,000	$	384,977,314		1,100,000	$	110		10,000,000	$	1,000	$	2,939,363		$	(705,903	)	$	2,234,570
Accretion of Class A ordinary shares to accreted value		-		2,870,441		-		-		-		-		(2,870,441	)		-			(2,870,441	)
Net loss		-		-		-		-		-		-		-			(342,610	)		(342,610	)
Balance - March 31, 2022		40,000,000	$	387,847,755		1,100,000	$	110		10,000,000	$	1,000	$	68,922		$	(1,048,513	)	$	(978,481	)

	For the three months ended March 31, 2022			For the period from January 27, 2021 (inception) - March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(342,610	)	$	(5,187	)
Dividends and interest earned in Trust Account		(40,114	)		-
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of general and administrative costs through issuance of Class B ordinary shares		-			5,187
Prepaid expenses		108,628			-
Accounts payable		(300	)		-
Due to affiliates		37,857			-
Accrued professional fees		111,123			-
Net cash used in operating activities		(125,416	)		-

Cash Flows from Financing Activities:
Proceeds from note payable - related party		-			109,140
Payment of note payable - related party		-			(109,140	)
Net cash provided by financing activities		-			-

Net change in cash		(125,416	)		-

Cash - beginning of the period		621,420			-
Cash - end of the period	$	496,004		$	-

Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued expenses and accounts payable	$	70,000		$	642,423
Accretion of Class A ordinary shares to accreted value	$	2,870,441		$	-
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares	$	-		$	19,813

	•	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.

Gross proceeds	$	400,000,000
Issuance costs		(23,107,213	)
Accretion		10,954,968
	$	387,847,755

For the three months ended March 31, 2022	Class A ordinary shares subject to possible redemption			Class A ordinary shares			Class B ordinary shares
Allocation of undistributable losses		(268,188	)		(7,375	)		(67,047	)
Net loss per ordinary share	$	(268,188	)	$	(7,375	)	$	(67,047	)

Weighted average shares outstanding, basic and diluted		40,000,000			1,100,000			10,000,000

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

For the period from January 27, 2021 (inception) through March 31, 2021	Class A ordinary shares subject to possible redemption		Class A ordinary shares		Class B ordinary shares
Allocation of undistributable losses		-		-		(5,187	)
Net loss per ordinary share	$	-	$	-	$	(5,187	)

Weighted average shares outstanding, basic and diluted		-		-		8,750,000

Basic and diluted net loss per ordinary share	$	-	$	-	$	(0.00	)

Description	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities held in Trust Account	$	400,062,782	$	-	$	-	$	400,062,782

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))

	TCV ACQUISITION CORP.

Date: May 13, 2022		/s/ Jon Reynolds, Jr.
	Name:	Jon Reynolds, Jr.
	Title:	Co-Chief Executive Office
		(Principal Executive Officer)

Date: May 13, 2022		/s/ Christopher Marshall
	Name:	Christopher Marshall
	Title:	Co-Chief Executive Office
		(Principal Executive Officer)

Date: May 13, 2022		/s/ Erez Elisha
	Name:	Erez Elisha
	Title:	Chief Financial Officer
		(Principal Financial and Principal Accounting Officer)

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

*	Filed herewith.
(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 19, 2021 (File No. 001-40327) and incorporated by reference herein.

SEC Form 10-Q filed by TCV Acquisition Corp.