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): ~~August~~December 111, 2022

ALTIMETER GROWTH CORP. 2

(Exact name of registrant as specified in its charter)

Cayman Islands

001-39849

95-1563924

(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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~disclosure~~December ~~contained~~1, in2022, ~~Item~~Altimeter Growth Corp. 2 (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.030001, iseffective ~~incorporated~~as of December 21, 2022, because the Company will not consummate an initial business combination within the time period required by ~~reference~~its inamended ~~this~~and ~~Item~~restated 1memorandum and articles of association.01 A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 29.0301 ~~Amendment to a Direct~~ Financial ~~Obligation~~Statements orand ~~an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Exhibits.

~~On August 11, 2022, Altimeter Growth Corp. 2~~ (~~the “Company”~~d) ~~amended~~Exhibits: and restated the promissory note issued on June 10, 2022 (as amended and restated, the “Note”) in the principal amount of up to $1,000,000 to Altimeter Growth Holdings 2 (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination (a “Business Combination”). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with its initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


Exhibit		Description

99.1		Press Release, dated December 1, 2022

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

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amended and Restated Promissory Note dated August 11, 2022 made by and between Altimeter Growth Corp. 2 and Altimeter Growth Holdings 2
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: ~~August~~December 111, 2022


ALTIMETER GROWTH CORP. 2

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

Filing Compare · Altimeter Growth Corp. 2