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 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 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 November 14, 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2022

TABLE OF CONTENTS

			Page
Part I. Financial Information
	Item 1. Condensed Financial Statements (Unaudited)
		Condensed Balance Sheets as of September 30, 2022 and December 31, 2021	2
		Condensed Statements of Operations for the Three Months Ended September 30, 2022 and September 30, 2021 and for the Nine Months Ended September 30, 2022 and For the Period from January 27, 2021 (inception) through September 30, 2021	3
		Condensed Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders’ Equity (Deficit) for the Nine Months Ended September 30, 2022 and For the Period from January 27, 2021 (inception) through September 30, 2021	4
		Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and For the Period from January 27, 2021 through September 30, 2021	5
		Notes to Condensed Financial Statements	6
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk		18
	Item 4. Controls and Procedures		18
Part II. Other Information			19
	Item 1. Legal Proceedings		19
	Item 1A. Risk Factors		19
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities		19
	Item 3. Defaults Upon Senior Securities		20
	Item 4. Mine Safety Disclosures		20
	Item 5. Other Information		20
	Item 6. Exhibits		20
Part III. Signatures			22

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TCV ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	178,535		$	621,420
Prepaid expenses		313,642			563,037
Marketable securities held in Trust Account		402,408,485			-
Total current assets		402,900,662			1,184,457
Marketable securities held in Trust Account		-			400,022,668
Non-current prepaid expenses		-			143,897
Total Assets	$	402,900,662		$	401,351,022

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	-		$	300
Due to affiliates		39,757			-
Accrued professional fees		220,688			68,838
Accrued offering costs		-			70,000
Deferred underwriting commissions		14,000,000			-
Total current liabilities		14,260,445			139,138
Deferred underwriting commissions		-			14,000,000
Total liabilities		14,260,445			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		396,012,434			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		-			2,939,363
Accumulated deficit		(7,373,327	)		(705,903	)
Total shareholders’ equity (deficit)		(7,372,217	)		2,234,570
Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity (Deficit)	$	402,900,662		$	401,351,022

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

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TCV ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

	For the three months ended			For the three months ended			For the nine months ended			For the period from January 27, 2021
	September 30, 2022			September 30, 2021			September 30, 2022			(inception) through September 30, 2021

General and administrative expenses	$	316,152		$	261,086		$	958,314		$	510,999
Loss from operations		(316,152	)		(261,086	)		(958,314	)		(510,999	)
Other income:
Dividend and interest income		1,806,082			5,168			2,386,647			14,263
Net income (loss)	$	1,489,930		$	(255,918	)	$	1,428,333		$	(496,736	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares subject to possible redemption		40,000,000			40,000,000			40,000,000			27,206,478

Basic and dilued net income (loss) per share, Class A ordinary shares subject to possible redemption (See Note 2)	$	0.10		$	(0.01	)	$	0.13		$	(0.01	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		1,100,000			1,100,000			1,100,000			748,178

Basic and diluted net income (loss) per share, Class A ordinary shares (See Note 2)	$	0.03		$	(0.01	)	$	0.03		$	(0.01	)

Basic and diluted weighted average shares outstanding of Class B ordinary shares		10,000,000			10,000,000			10,000,000			9,600,202

Basic and diluted net income (loss) per share, Class B ordinary shares (See Note 2)	$	0.03		$	(0.01	)	$	0.03		$	(0.01	)

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

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TCV ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022

(Unaudited)

	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
Issuance of Class B ordinary shares to Sponsor		-		-		-		-		-		-		-			-			-
Issuance of Class A ordinary shares, net of $23,107,213 issuance costs		-		-		-		-		-		-		-			-			-
Accretion of Class A ordinary shares to accreted value		-		2,870,441		-		-		-		-		(2,870,441	)		-			(2,870,441	)
Net income (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	)
Accretion of Class A ordinary shares to accreted value		-		3,422,981		-		-		-		-		(68,922	)		(3,354,059	)		(3,422,981	)
Net income (loss)		-		-		-		-		-		-		-			281,013			281,013
Balance - June 30, 2022		40,000,000		391,270,736		1,100,000		110		10,000,000		1,000		-			(4,121,559	)		(4,120,449	)
Accretion of Class A ordinary shares to accreted value		-		4,741,698		-		-		-		-		-			(4,741,698	)		(4,741,698	)
Net income (loss)		-		-		-		-		-		-		-			1,489,930			1,489,930
Balance - September 30, 2022		40,000,000	$	396,012,434		1,100,000	$	110		10,000,000	$	1,000	$	-		$	(7,373,327	)	$	(7,372,217	)

TCV ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ EQUITY (DEFICIT)

FROM THE PERIOD JANUARY 27, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2021

(Unaudited)

	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 income (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 accreted value		-		2,340,000		-		-		-		-		(2,340,000	)		-			(2,340,000	)
Net income (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
Accretion of Class A ordinary shares to accreted value		-		2,864,436		-		-		-		-		(2,864,436	)		-			(2,864,436	)
Net income (loss)		-		-		-		-		-		-		-			(255,918	)		(255,918	)
Balance - September 30, 2021		40,000,000	$	382,097,223		1,100,000	$	110		10,000,000	$	1,000	$	5,819,454		$	(496,736	)	$	5,323,828

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

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TCV ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

	For the nine months ended			For the period from January 27, 2021
	September 30, 2022			(inception) through September 30, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	1,428,333		$	(496,736	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Dividends and interest earned in Trust Account		(2,385,817	)		(14,217	)
Changes is operating assets and liabilities:
Prepaid expenses		393,292			(854,548	)
Accounts payable		(300	)		25,915
Due to affiliates		39,757			-
Accrued professional fees		151,850			69,635
Net cash used in operating activities		(372,885	)		(1,269,951	)

Cash Flows from Investing Activities:
Investments in marketable securities held in Trust Account		-			(400,000,000	)
Net cash used in investing activities		-			(400,000,000	)

Cash Flows from Financing Activities:
Payment of offering costs		(70,000	)		(9,006,313	)
Proceeds from note payable - related party		-			109,140
Payment of note payable - related party		-			(109,140	)
Proceeds from Initial Public Offering		-			400,000,000
Proceeds from Private Placement Shares		-			11,000,000
Proceeds from issuance of Class B shares		-			25,000
Net cash (used in) provided by financing activities		(70,000	)		402,018,687

Net change in cash		(442,885	)		748,736

Cash - beginning of the period		621,420			-
Cash - end of the period	$	178,535		$	748,736

Supplemental disclosure of noncash investing and financing activities:
Accretion of Class A ordinary shares to accreted value	$	11,035,120		$	5,204,436
Deferred offering costs included in accrued expenses	$	-		$	100,900
Deferred underwriting commissions	$	-		$	14,000,000

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

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TCV ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(unaudited)

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

TCV Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on January 27, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

All activity for the period from January 27, 2021 (inception) through September 30, 2022 relates to the Company’s formation, its initial public offering (the “Initial Public Offering”) and looking for a business combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering.

On February 23, 2021, the former sponsor (“Former Sponsor”), TCV Acquisition Holdings, a Cayman Islands limited liability, transferred its interests in and obligations with respect to the Company to TCV Acquisition Holdings, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on April 13, 2021. On April 16, 2021, the Company consummated its Initial Public Offering of 40,000,000 Class A ordinary shares (the “Public Shares”), including the 5,000,000 Public Shares as a result of the underwriters’ full exercise of their over-allotment option, at an offering price of $10.00 per Public Share, generating gross proceeds of $400.0 million, and incurring offering costs of approximately $23.1 million, of which $14.0 million was for deferred underwriting commissions (see Note 6).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 1,100,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share to TCV Acquisition Holdings 2, L.P., an exempted limited partnership organized under the laws of the Cayman Islands (“Sponsor 2”, collectively with Sponsor, the “Sponsors”), generating gross proceeds of $11.0 million (see Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, $400.0 million ($10.00 per Public Share) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account to the Company’s shareholders, as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval in connection with a Business Combination, a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and articles of association (the “Amended and restated memorandum and articles of association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to this Initial Public Offering (the “Initial Shareholders”) agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders agreed to waive their redemption rights with respect to their Founder Shares and Private Placement Shares in connection with the completion of a Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. In addition, the Company agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of the Sponsor.

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TCV ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(unaudited)

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsor, executive officers, directors and director nominees agreed not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption of its Public Shares in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or April 16, 2023 (or 27 months from the closing of the Initial Public Offering, or July 16, 2023, if the Company has executed a letter of intent, agreement in principle or definitive agreement for the initial Business Combination within 24 months from the closing of the Initial Public Offering but has not completed the initial Business Combination within such 24 month period) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject, in the case of clauses (ii) and (iii), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

The Initial Shareholders agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

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TCV ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(unaudited)

Liquidity and capital resources

On April 16, 2021, the Company consummated its Initial Public Offering and raised proceeds from a private placement (see Note 4) at which time capital in excess of the funds deposited in the trust and/or used to fund offering expenses was released to the Company for general working capital purposes. As of September 30, 2022, a total of $402.4 million was in the Trust Account, and we had $0.2 million of cash held outside of the Trust Account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. Based on our available cash and our anticipated expenses, we may not have sufficient cash to pay our obligations as they become due for at least the next twelve months. As such, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. As a result and in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, on October 26, 2022, our Sponsor made a noncancelable and irrevocable commitment to provide a loan to the Company of up to $1 million to be drawn over the course of 13 months from the date of the letter (see Note 5). The loan commitment from the sponsor sufficiently alleviates substantial doubt about the Company’s ability to continue as a going concern. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or the end of the Combination Period. Over this time period, the Company will be using these funds for paying existing accounts payable, ongoing professional fees, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Risks and uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry, along with the rising conflict between Russia and Ukraine, and resulting market volatility and has concluded that while it is reasonably possible that these events could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The ongoing conflict in Ukraine—along with the responses of the governments of the United States, EU member states, the United Kingdom, and other nations—have the potential to materially adversely affect a potential target business’s operations or assets in—or (direct or indirect) dealings with parties organized or located within—Ukraine, Russia, and Belarus. Due to recent geopolitical developments, the United States, European Union, United Kingdom, and other nations have announced or threatened new sanctions and export restrictions targeting Russian and Belarusian individuals and entities, as well as disputed territories within Ukraine. Russia and its allies may respond with countermeasures, which could further restrict the target business’s operations in or related to the foregoing countries. It is unclear how long existing restrictions (and countermeasures) will remain in place or whether new restrictions (or countermeasures) may be imposed. Existing restrictions have negatively impacted the Russian economy, and there can be no guarantee that existing (or new) restrictions or countermeasures will not materially adversely affect the Russian (or global) economy. Any of the foregoing could have a material adverse impact on a potential target business’s financial condition, results of operations, or prospects.

The Company’s business could be also impacted by downturns in the financial markets or in economic conditions, inflation, increases in interest rates. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s business.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair statement of the financial position, operating results and cash flows for the periods presented.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(unaudited)

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, as filed with the SEC on March 28, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and treasury notes in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage or Securities Investor Protection Coverage. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company held cash equivalents in short-term investments as of September 30, 2022 and December 31, 2021.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 825, “Financial Instruments”, approximates the carrying amounts represented in the balance sheets due to the short term nature of these amounts.

Marketable Securities Held in Trust Account

As of September 30, 2022 and December 31, 2021, the Company’s portfolio of investments held in the Trust Account are comprised solely of cash, U.S. Treasury bills, notes, and other obligations issued or guaranteed by the U.S. Treasury. These securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividends and interest income in the accompanying statements of operations and are automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2022

(unaudited)

	•	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.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares issued as part of the initial public offering contain certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption are classified as temporary equity and are accreted from the initial carrying amount to the redemption value over the period from the date of issuance to the earliest redemption date of the instrument using the effective interest method. For the nine months ended September 30, 2022 and for the period from January 27, 2021 (inception) through September 30, 2021, the accretion for the Class A ordinary shares subject to possible redemption was approximately $11.0 million and $5.2 million, respectively. For the three months ended September 30, 2022 and September 30, 2021, the accretion for the Class A ordinary shares subject to possible redemption was approximately $4.7 million and $2.9 million, respectively.

The reconciliation of Class A ordinary shares subject to possible redemption as of September 30, 2022 is as follows:

Gross proceeds	$	400,000,000
Issuance costs		(23,107,213	)
Accretion		19,119,647
	$	396,012,434

The reconciliation of Class A ordinary shares subject to possible redemption as of December 31, 2021 is as follows:

Gross proceeds	$	400,000,000
Issuance costs		(23,107,213	)
Accretion		8,084,527
	$	384,977,314

SEC Form 10-Q filed by TCV Acquisition Corp.