UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor Section 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report (Date of earliest event reported): December 1 9, 2021

ALTIMETER GROWTH CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Cayman Islands	001-39573	98-1554598
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

2550 Sand Hill Road, Suite 150Menlo Park, CA		94025
3 Media Close, #01-03/06Singapore		138492
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~(650) 549~~+65-~~9145~~9684-1256

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐

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	TradingSymbol(s)	Name of each exchangeon which registered
Title of each class(1)	TradingSymbol(s)	Name of each exchangeon which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	AGCUU	NASDAQ Capital Market
Class A ordinary shares included as partof the units	AGC	NASDAQ Capital Market
Class A ordinary shares included as part of the units	AGC	NASDAQ Capital Market
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	AGCWW	NASDAQ Capital Market

~~Indicate~~(1) byOn ~~check~~December ~~mark~~1, ~~whether~~2021, Altimeter Growth Corp. filed the ~~registrant~~Notification isof anRemoval ~~emerging~~from ~~growth~~Listing ~~company~~and asRegistration ~~defined~~of inSecurities ~~Rule~~Pursuant ~~405~~to Section 12(d) of the Securities Exchange Act of ~~1933~~1934 ~~(§230.405~~on ofForm ~~this~~25, ~~chapter)~~and orthe ~~Rule~~securities ~~12b-2~~listed below have been delisted from the NASDAQ Capital Market and deregistered under Section 12(b) of the Securities Exchange Act of 1934 ~~(§240.12b-2~~as of ~~this~~December ~~chapter)~~1, 2021.

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. ☐

~~Introductory~~Explanatory Note

AsOn ~~previously~~December ~~disclosed~~1, in2021, ~~the Current Report on Form 8-K filed by~~ Altimeter Growth Corp. (“AGC”) merged with ~~the~~and ~~Securities~~into ~~and~~J2 ~~Exchange~~Holdings ~~Commission~~Inc. (the “~~SEC~~Company”), onwith ~~April 13,~~the ~~2021,~~Company ~~AGC~~continuing ~~entered~~as ~~into~~the asurviving corporation pursuant to that certain Business Combination Agreement, dated as of April 12, 2021, ~~(the~~as ~~“Business~~amended ~~Combination~~from ~~Agreement”,~~time ~~and~~to ~~the~~time, ~~transactions~~by ~~contemplated~~and byamong the ~~Business Combination Agreement~~Company, ~~the “Business Combination”) with~~ AGC, Grab Holdings Limited, ~~(formerly~~J3 J1 Holdings Inc.), aand Grab ~~Cayman Islands exempted Company (“GHL”), J2~~ Holdings Inc., aThe ~~Cayman~~combined ~~Islands exempted~~ company ~~and~~is ~~direct~~operating ~~wholly-owned~~under ~~subsidiary~~the ofname ~~GHL,~~“J2 J3 Holdings Inc.,” awhich ~~Cayman~~is ~~Islands~~a ~~exempted company and direct~~ wholly-owned subsidiary of ~~GHL and~~ Grab Holdings ~~Inc~~Limited.~~, a Cayman Islands exempted company.~~

~~The~~Item ~~Business~~4.02. ~~Combination~~Non-Reliance ~~was~~on ~~consummated~~Previously inIssued ~~accordance~~Financial ~~with~~Statements ~~the~~or ~~terms of the Business Combination Agreement on December 1, 2021. As~~ a ~~result~~Related ofAudit ~~the~~Report ~~Business~~or ~~Combination,~~Completed ~~AGC~~Interim ~~has become a wholly owned subsidiary of GHL~~Review.

~~Capitalized~~Management ~~terms~~of ~~not~~the ~~otherwise~~Company, ~~defined~~successor ~~have~~by ~~the~~merger ~~meaning~~to ~~set~~AGC, ~~forth~~has inre-evaluated ~~the~~AGC’s ~~Business~~application ~~Combination~~of ~~Agreement.~~ASC ~~The~~480-10-S99-3A ~~description~~to its accounting classification of the ~~Business~~redeemable ~~Combination~~Class ~~Agreement~~A ~~and~~ordinary ~~related~~shares, ~~transactions~~par ~~(including,~~value ~~without~~$0.0001 ~~limitation,~~per ~~the~~share ~~Business~~( ~~Combination~~“AGC Shares”), sold in ~~this~~AGC’s ~~Current~~initial ~~Report~~public offering (the “IPO”) on ~~Form~~October ~~8-K~~5, ~~does~~2020. ~~not~~Historically, ~~purport~~a portion of AGC Shares was classified as permanent equity to bemaintain ~~complete~~shareholders’ ~~and~~equity isgreater ~~subject,~~than ~~and~~$5 ~~qualified~~million on the basis that AGC would not redeem AGC Shares in an amount that would cause its ~~entirety~~net bytangible ~~reference~~assets to ~~the~~be ~~full~~less ~~text~~than of$5,000,001, ~~the~~as ~~Business~~described ~~Combination~~in ~~Agreement,~~AGC’s ~~which~~amended isand ~~attached~~restated asmemorandum ~~Exhibit~~and 2articles of association (the “Charter”).1 Pursuant to ~~AGC~~such re-evaluation, the Company’s ~~Current~~management ~~Report~~has ondetermined ~~Form~~that ~~8-K/A~~AGC ~~filed~~Shares ~~with~~include certain provisions that require classification of all of AGC Shares as temporary equity regardless of the ~~SEC~~net ontangible ~~April 13,~~assets ~~2021,~~redemption ~~incorporated~~limitation ~~herein~~contained byin ~~reference~~the Charter.

~~Item~~Therefore, on December 9, 2021, the Company’s management concluded that AGC’s previously issued (i) audited balance sheet 2as of October 5, 2020, included in Exhibit 99.011 to AGC’s Form 8-K filed with the U.S. ~~Completion~~Securities ofand ~~Acquisition~~Exchange orCommission ~~Disposition~~(the of“SEC”) ~~Assets~~on October 9, 2020, (ii) audited financial statements on Form 10-K for the annual period ended December 31, 2020, as previously restated in AGC’s Annual Report on Form 10-K/A for the annual period ended December 31, 2020 filed with the SEC on May 18, 2021, (iii) unaudited interim financial statements included in AGC’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 24, 2021, (iv) unaudited interim financial statements included in AGC’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021 and (v) unaudited interim financial statements included in AGC’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 10, 2021 (collectively, the “Affected Periods”), should be restated to report all AGC Shares as temporary equity and should no longer be relied upon. As such, the Company intends to restate AGC’s financial statements for the Affected Periods in an amendment to AGC’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021 to be filed with the SEC (the “Q3 Form 10-Q/A”), except for the annual period ended December 31, 2020 which will be restated in an amendment to AGC’s Form 10-K for the annual period ended December 31, 2020 to be filed with the SEC (the “2020 Form 10-K/A”) as described therein.

ToThe ~~the~~above ~~extent~~changes ~~required~~did bynot ~~Item~~have ~~2.01~~any ofimpact ~~Form~~on ~~8-K,~~its ~~the~~cash ~~disclosure~~position ~~set~~and ~~forth~~cash held in the ~~Introductory~~trust ~~Note~~account ofestablished ~~this~~in ~~Current~~connection ~~Report~~with onthe ~~Form~~IPO ~~8-K~~(the is“Trust ~~incorporated herein by reference~~Account”).

~~Item 3.01.~~The ~~Notice~~Company’s management has concluded that in light of ~~Delisting~~the orclassification ~~Failure~~error todescribed ~~Satisfy~~above, a ~~Continued~~material ~~Listing~~weakness ~~Rule~~exists orin ~~Standard;~~the ~~Transfer~~Company’s ofinternal ~~Listing;~~control ~~Material~~over ~~Modification~~financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to ~~Rights~~such ofmaterial ~~Security~~weakness ~~Holders~~will be addressed in the 2020 Form 10-K/A and the Q3 Form 10-Q/A.

InMr. ~~connection~~Artawat ~~with~~Udompholkul ~~the Business Combination, on December 1, 2021, AGC notified the Nasdaq Stock Market~~ (~~“NASDAQ”)~~also ofknown ~~the~~as ~~consummation~~John ~~of the Business Combination and requested (i~~Cordova) ~~that~~, ~~NASDAQ~~an ~~suspend~~authorized ~~trading~~officer of the ~~AGC Class A ordinary shares~~Company, ~~AGC~~has ~~warrants~~discussed ~~and AGC units (each as described on~~ the ~~cover~~matters ~~page~~disclosed ofin this Current Report on Form 8-K; ~~collectively,~~pursuant ~~the “AGC Securities”), effective December 1, 2021 and (ii) file with the SEC a Form 25~~ to ~~delist~~this ~~the~~Item ~~AGC Securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)~~4.02 ~~AGC intends to file a certification on Form 15~~ with ~~the~~WithumSmith+Brown ~~SEC to deregister the AGC Securities and suspend AGC’s reporting obligations under Sections 13 and 15(d) of the Exchange Act~~PC.

~~Item 3.03.~~Forward-Looking ~~Material Modifications to Rights of Security Holders~~Statements

ToThis Current Report on Form 8-K includes “forward-looking statements” within the ~~extent~~meaning ~~required~~of bythe ~~Item~~safe 3harbor provisions of the United States Private Securities Litigation Reform Act of 1995.03 Certain of ~~Form~~these 8forward-Klooking 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 ~~disclosure~~impact ~~set~~of ~~forth~~the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in ~~Item~~the 2Trust Account and any proposed remediation measures with respect to identified material weaknesses.01 These statements are based on current expectations on the date of this Current Report on Form 8-K isand ~~incorporated~~involve bya ~~reference~~number inof ~~this~~risks ~~Item~~and 3uncertainties that may cause actual results to differ significantly.03 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.

~~Item 5.01. Changes in Control of Registrant~~SIGNATURE

ToPursuant to the ~~extent~~requirements ~~required~~of bythe ~~Item~~Securities ~~5.01~~Exchange Act of ~~Form~~1934, ~~8-K~~as amended, ~~the~~J2 ~~disclosure~~Holdings ~~set~~Inc., ~~forth~~as insuccessor ~~the~~by ~~Introductory~~merger ~~Note~~to ~~and~~Altimeter ~~Item~~Growth 2Corp.01, ofhas duly caused this ~~Current~~report ~~Report~~to onbe ~~Form~~signed ~~8-K~~on isits ~~incorporated~~behalf by ~~reference~~the inundersigned ~~this~~hereunto ~~Item~~duly 5authorized.~~01.~~

AsDated: ofDecember ~~the time of the Initial Merger and as a result of the Business Combination~~10, ~~a change in control of AGC occurred and AGC became a wholly-owned subsidiary of GHL.~~2021

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


J2 HOLDINGS INC. (as successor by merger to Altimeter Growth Corp.)

By:		/s/ Artawat Udompholkul
Name:		Artawat Udompholkul (also known as John Cordova)
Title:		Authorized Officer

In connection with consummation of the Business Combination, the following officers and directors of AGC ceased to hold their respective positions: Brad Gerstner ceased to be Chairman, Chief Executive Officer and President; Hab Siam ceased to be General Counsel and director; and the following individuals also ceased to be directors: Rich Barton, Dev Ittycheria and Aishetu Fatima Dozie.

Item 8.01. Other Events

On December 1, 2021, GHL issued a press release announcing the closing of the Business Combination, a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release, dated December 1, 2021.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

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: December 1, 2021

ALTIMETER GROWTH CORP.

/s/ Hab Siam

General Counsel

Filing Compare · Altimeter Growth Corp.