The following discussion and analysis of the financial condition and results of operations of the Company should be read in conjunction with our audited financial statements and the accompanying notes which are included in “Section 8. Financial Statements and Supplementary Data” of this annual report on form 10 –K. Certain the information contained in the discussion and analysis presented below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements due to many factors, including those set forth in the “Special Note Regarding Forward-Looking Statements”, “Item 1A. Risk Factors ”and elsewhere in this Annual Report on Form 10-K.

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We are a blank check company incorporated in the Cayman Islands on August 25,
2020 formed for the purpose of effecting a merger, amalgamation, share exchange,
asset acquisition, share purchase, reorganization or other similar business
combination with one or more businesses (the "Business Combination"). We intend
to effectuate our Business Combination using cash derived from the proceeds of
the Initial Public Offering and the sale of the Private Placement Warrants (as
defined below), our shares, debt or a combination of cash, shares and debt.
Recent Developments
On April 12, 2021, we entered into a Business Combination Agreement (as it may
be amended, supplemented or otherwise modified from time to time, the "Business
Combination Agreement"), by and among J1 Holdings Inc., a Cayman Islands
exempted company ("PubCo"), J2 Holdings Inc., a Cayman Islands exempted company
and direct wholly owned subsidiary of PubCo ("Merger Sub 1") and J3 Holdings
Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of
PubCo ("Merger Sub 2") and Grab Holdings Inc. a Cayman Islands exempted company
("Grab"). The Business Combination was closed on December 1, 2021. Grab is the
surviving entity and will continue as a wholly owned subsidiary of PubCo. On
December 1, 2021, the Company merged with and into J2 holdings, with the Company
continuing as the surviving corporation pursuant to the Business Combination
Agreement. The combined company is operating under the name "J2 Holdings Inc.,"
which is a wholly-owned subsidiary of Grab Holdings Limited.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues
to date. Our only activities from inception through December 31, 2020 were
organizational activities and those necessary to prepare for the Initial Public
Offering, described below. We do not expect to generate any operating revenues
until after the completion of our initial Business Combination. We expect to
income in the form of interest income on marketable securities held after the
Initial Public Offering. We expect that we will incur increased expenses as a
result of being a public company (for legal, financial reporting, accounting and
auditing compliance), as well as for due diligence expenses in connection with
searching for, and completing, a Business Combination.
As a result of the restatement described in Note 2 of the notes to the financial
statements included herein, we revised our prior position on accounting for
temporary equity and permanent equity and the earnings per share calculation. We
restated our financial statements to revalue the Company's Class A ordinary
shares subject to possible redemption and restate its earnings per share
calculation, as described in the Explanatory Note of this Amendment. The
Company's accounting related to temporary equity and permanent equity and its
earnings per share calculation did not have any effect on the Company's
previously reported investments held in trust or cash.
Liquidity and Capital Resources
On October 5, 2020, we completed the Initial Public Offering of 50,000,000
Units, which includes the full exercise by the underwriters of their
over-allotment option in the amount of 5,000,000 Units, at a price of $10.00 per
Unit, generating gross proceeds of $500,000,000. Simultaneously with the closing
of the Initial Public Offering, we completed the sale of 12,000,000 Private
Placement Warrants to the Sponsor at a price of $1.00 per Private Placement
Warrant generating gross proceeds of $12,000,000.
Following the Initial Public Offering and the sale of the Private Placement
Warrants, a total of $500,000,000 was placed in the Trust Account, and we had
$1,961,900 of cash held outside of a trust account (the "Trust Account") after
payment of costs related to the Initial Public Offering, and available for
working capital purposes. We incurred $28,244,738 in transaction costs,
including $10,000,000 of underwriting fees, $17,500,000 of deferred underwriting
fees and $744,738 of other costs.
For the period from August 25, 2020 (inception) through December 31, 2020, net
cash used in operating activities was $392,490. Net loss of $130,999,889 was
impacted by formation cost paid by Sponsor in exchange for issuance of Class B
ordinary shares of $5,000, change in the fair value of the warrant and FPA
liabilities, and changes in operating assets and liabilities, which used
$184,691 of cash from operating activities.

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At December 31, 2020, we had cash held in the Trust Account of $500,000,000. We
intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account, which
interest shall be net of taxes payable and excluding deferred underwriting
commissions, to complete our Business Combination. We may withdraw interest from
the Trust Account to pay taxes, if any. To the extent that our share capital or
debt is used, in whole or in part, as consideration to complete a Business
Combination, the remaining proceeds held in the Trust Account will be used as
working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
At December 31, 2020, we had cash of $855,972 held outside of the Trust Account.
We intend to use the funds held outside the Trust Account primarily to identify
and evaluate target businesses, perform business due diligence on prospective
target businesses, travel to and from the offices, plants or similar locations
of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses,
structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in
connection with the Business Combination, our Sponsor or an affiliate of our
Sponsor or certain of our officers and directors may, but are not obligated to,
loan us funds as required. Upon completion of the Business Combination, we will
repay such loaned amounts out of the proceeds of the Trust Account released to
us. In the event that a Business Combination does not close, we may use a
portion of the working capital held outside the Trust Account to repay such
loaned amounts, but no proceeds from our Trust account will be used for such
repayment. Up to $2,000,000 of such loans are convertible into warrants, at a
price of $1.00 per warrant, at the option of the lender. The warrants would be
identical to the Private Placement Warrants.
We do not believe we will need to raise additional funds in order to meet the
expenditures required for operating our business. However, we may need to obtain
additional financing because we become obligated to redeem a significant number
of our public shares upon completion of our Business Combination, in which case
we may issue additional securities or incur debt in connection with the Business
As of December 1, 2021, substantial doubt about our ability to continue as a
going concern related to the date for mandatory liquidation and dissolution was
alleviated due to the closing of our business combination.
Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered
sheet arrangements as of December 31, 2020. We do not participate in
transactions that create relationships with unconsolidated entities or financial
partnerships, often referred to as variable interest entities, which would have
been established for the purpose of facilitating
sheet arrangements. We have not entered into any
sheet financing arrangements, established any special purpose entities,
guaranteed any debt or commitments of other entities, or purchased any
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities, other than an agreement to pay an
affiliate of the Sponsor a monthly fee of $20,000 for office space, utilities
and secretarial, and administrative support services provided to the Company. We
began incurring these fees on September 30, 2020 and will continue to incur
these fees monthly until the earlier of the completion of a Business Combination
and the Company's liquidation.
The underwriters are entitled to a deferred fee of $0.35 per Unit, or
$17,500,000. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that we complete a
Business Combination, subject to the terms of the underwriting agreement.
We entered into forward purchase agreements which provides for the purchase by
each of Altimeter Partners Fund, L.P. and JS Capital LLC of up to an aggregate
of 20,000,000 units (the "forward purchase securities"), with each unit
consisting of one Class A ordinary share and
of one redeemable warrant to purchase one Class A ordinary share at an exercise
price of $11.50 per whole share, for a purchase price of $10.00 per unit, in a
private placement to close concurrently with the closing of a Business
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have not identified any critical accounting policies.

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Warrant and FPA Liabilities
The Company accounts for the Warrants and FPAs as either equity-classified or
liability-classified instruments based on an assessment of the specific terms of
the Warrants and FPAs and the applicable authoritative guidance in Financial
Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC")
480, "Distinguishing Liabilities from Equity" ("ASC 480"), and ASC 815,
"Derivatives and Hedging" ("Warrants and FPAs ASC 815"). The assessment
considers whether the are freestanding financial instruments pursuant to ASC
480, meet the definition of a liability pursuant to ASC 480, and meet all of the
requirements for equity classification under ASC 815, including whether the
Warrants and FPAs are indexed to the Company's own common shares and whether the
holders of the Warrants could potentially require "net cash settlement" in a
circumstance outside of the Company's control, among other conditions for equity
classification. This assessment, which requires the use of professional
judgment, is conducted at the time of issuance of the Warrants and execution of
the FPAs and as of each subsequent quarterly period end date while the Warrants
and FPAs are outstanding. For issued or modified warrants that meet all of the
criteria for equity classification, such warrants are required to be recorded as
a component of additional
capital at the time of issuance. For issued or modified warrants that do not
meet all the criteria for equity classification, such warrants are required to
be recorded at their initial fair value on the date of issuance, and each
balance sheet date thereafter. Changes in the estimated fair value of
liability-classified warrants are recognized as a
gain or loss on the statements of operations.
Class A Ordinary Shares Subject to Possible Redemption
We account for our Class A ordinary shares subject to possible redemption in
accordance with the guidance in Accounting Standards Codification ("ASC") Topic
480, "Distinguishing Liabilities from Equity." Class A Ordinary shares subject
to mandatory redemption is classified as a liability instrument and is measured
at fair value. Conditionally redeemable ordinary shares (including ordinary
shares that features redemption rights that is either within the control of the
holder or subject to redemption upon the occurrence of uncertain events not
solely within our control) is classified as temporary equity. At all other
times, ordinary shares are classified as shareholders' equity. Our Class A
ordinary shares feature certain redemption rights that are considered to be
outside of our control and subject to occurrence of uncertain future events.
Accordingly, Class A ordinary shares subject to possible redemption is presented
as temporary equity, outside of the shareholders' equity section of our balance
Net Income (Loss) per Ordinary Share
We apply the
method in calculating earnings per share. Net income per ordinary share, basic
and diluted for Class A redeemable ordinary shares is calculated by dividing the
interest income earned on the Trust Account by the weighted average number of
Class A redeemable ordinary shares outstanding since original issuance. Net loss
per ordinary share, basic and diluted for Class B
ordinary shares is calculated by dividing the net income (loss), less income
attributable to Class A redeemable ordinary shares, by the weighted average
number of Class B
ordinary shares outstanding for the periods presented.
Recent Accounting Standards
Management does not believe that any other recently issued, but not yet
effective, accounting standards, if currently adopted, would have a material
effect on our financial statements.

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