UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 15~~June 10, ~~2021~~2022

ALTIMETER GROWTH CORP. 2

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39849		9895-1563924
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

2550 Sand Hill Road, Suite 150

Menlo Park, CA

94025

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 549-9145

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value

AGCB

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 41.0201 ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

OnThe ~~November 15,~~disclosure ~~2021,~~contained ~~Altimeter Growth Corp. 2 (the “Company”) filed its Form 10-Q for the quarterly period ending September 30, 2021 (the “Q3 Form 10-Q”), which included~~ in ~~Note~~Item 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion of the revision to a portion of the Company’s previously issued financial statements for the classification of its Class A ordinary shares subject to redemption issued in the Company’s initial public offering (“IPO”) on January 11, 2021.03 Asis ~~described~~incorporated in Note 2, upon its IPO, the Company classified a portion of the Class A ordinary shares subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. The Company’s management re-evaluated the conclusion and determined that the Class A ordinary shares subject to redemption included certain provisions that require classification of the Class A ordinary shares subject to redemption as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by ~~revising~~reference ~~all Class A ordinary shares subject to redemption as temporary equity. This resulted~~ in anthis ~~adjustment~~Item to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares1.01.

~~Also~~Item ~~in Note~~ 2.03 Creation of ~~the~~a Q3Direct ~~Form~~Financial ~~10-Q,~~Obligation inor ~~connection~~an ~~with~~Obligation ~~the~~under ~~change~~an inOff-Balance ~~presentation~~Sheet ~~for~~Arrangement ~~the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes~~ of ~~shares.~~a ~~This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method~~Registrant.

AsOn ~~described~~June 10, ~~above~~2022, ~~originally~~Altimeter Growth Corp. 2 (the “Company”) ~~determined~~issued ~~the~~an ~~changes~~unsecured ~~were~~promissory ~~not~~note ~~qualitatively~~(the ~~material~~“Note”) toin the ~~Company’s~~principal ~~previously~~amount ~~issued~~of ~~financial~~up ~~statements~~to ~~and~~$1,000,000 ~~revised~~to ~~its~~Altimeter ~~previously~~Growth ~~financial~~Holdings ~~statements~~2 in(the “Sponsor”). The Note 2does tonot ~~its~~bear Q3interest ~~Form~~and ~~10-Q.~~is ~~However,~~repayable ~~upon~~in ~~further~~full ~~consideration~~upon consummation of the ~~material~~Company’s ~~nature~~initial ofbusiness ~~the~~combination ~~changes,~~(a “Business Combination”). If the Company ~~determined~~does ~~the~~not ~~change~~complete ina ~~classification~~Business ofCombination, the ~~Class A~~Note ~~ordinary~~shall ~~shares~~not be repaid and all amounts owed under it will be forgiven. The Note is subject to ~~redemption~~customary ~~and~~events ~~change~~of todefault, ~~its~~the ~~presentation~~occurrence of ~~earnings~~which ~~per~~automatically ~~share~~trigger isthe ~~material~~unpaid ~~quantitatively~~principal ~~and~~balance of the ~~Company~~Note ~~should~~and ~~restate~~all ~~its~~other ~~previously~~sums ~~issued~~payable ~~financial~~with ~~statements~~regard to the Note becoming immediately due and payable.

~~Therefore,~~The onNote ~~December 15,~~was ~~2021, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously~~ issued ~~(i) audited~~pursuant ~~balance sheet as of January 11, 2021, filed as Exhibit 99.1~~ to the ~~Company’s~~exemption ~~Current~~from ~~Report~~registration oncontained ~~Form~~in ~~8-K filed with the Securities and Exchange Commission (the “SEC”) on January~~Section ~~15, 2021,~~ 4(iia) ~~unaudited interim financial statements included in the Form 10-Q for the quarterly period ended March 31, 2021 filed with the SEC on May 24, 2021, and~~ (~~iii~~2) ~~unaudited~~ ~~interim~~of ~~financial statements included in~~ the ~~Company’s~~Securities ~~Quarterly~~Act ~~Report~~of ~~on Form 10-Q for the quarterly period ended June 30~~1933, ~~2021,~~as ~~filed with the SEC on August 13, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied upon~~amended. ~~Similarly,~~ ~~other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon.~~

~~Additionally,~~The ~~the~~Note ~~Audit Committee determined that it~~ is ~~appropriate~~attached toas ~~file~~Exhibit an10.1 ~~amendment~~ to ~~its~~this Q3Current ~~Form~~Report ~~10-Q~~on ~~(“Q3~~ Form 108-~~Q/A”),~~K ~~including~~and ~~restated~~is ~~unaudited~~incorporated ~~interim~~herein ~~financial~~by ~~statements~~reference. ~~for~~The ~~the~~disclosure ~~quarterly~~set ~~periods~~forth ~~ended~~in ~~March 31,~~this ~~2021~~Item ~~and~~2.03 ~~June 30,~~is ~~2021,~~intended ~~reflecting~~to ~~the~~be ~~restatement~~a ofsummary ~~the~~only ~~Class A~~and ~~ordinary~~is ~~shares~~qualified ~~subject~~in toits ~~redemption~~entirety ~~and~~by ~~change~~reference to ~~its presentation of earnings per share for~~ the ~~Affected Periods as soon as practicable~~Note.

~~The~~Item ~~Company~~9.01. ~~does~~Financial ~~not~~Statements ~~expect any of the above changes will have any impact on its cash position~~ and ~~cash held in the trust account established in connection with the IPO (the “Trust Account”)~~Exhibits.

~~After~~(d) ~~re-evaluation,~~Exhibits the Company’s management has concluded that in light of the errors described above, a material weakness existed in the Company’s internal control over financial reporting for complex securities during the Affected Periods and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Q3 Form 10-Q/A.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, P.C., the Company’s independent registered public accounting firm.


Exhibit No.		Description

10.1		Promissory Note dated June 10, 2022 made by and between Altimeter Growth Corp. 2 and Altimeter Growth Holdings 2

104		Cover Page Interactive Data File (formatted as Inline XBRL)

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 13, 2022


ALTIMETER GROWTH CORP. 2

By:		/s/ Hab Siam
Name:		Hab Siam
Title:		General Counsel

Dated: December 15, 2021

ALTIMETER GROWTH CORP. 2

/s/ Hab Siam

General Counsel

Filing Compare · Altimeter Growth Corp. 2