UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


 
FORM 10-K/A
(Amendment No. 1)


 
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2020
 
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: 001-39849


 
ALTIMETER GROWTH CORP. 2
(Exact name of registrant as specified in its charter)


 
Cayman Islands
 
98-1563924
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
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
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Class A ordinary shares
 
AGCB
 
New York Stock Exchange LLC
 
Securities registered pursuant to Section 12(g) of the Act: None



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes       No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes       No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. (Check one):

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes      No
 
There was no aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, because the registrant’s common equity was not trading on any exchange on that date.
 
As of March 26, 2021, there were 45,000,000 Class A ordinary shares, $0.0001 par value and 11,250,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.


EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Annual Report of Altimeter Growth Corp. 2 (the “Company”) on Form 10-K for the period ended December 31, 2020, filed with the Securities and Exchange Commission on March 26, 2021 (the “Form 10-K”), is to amend and restate Part III. Item 10. Directors, Officers, and Corporate Governance in its entirety.

Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
 
PART III
 
ITEM  10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
Officers and Directors
 
Our executive officers and directors are as follows:

Name
 
Age
 
Position
Brad Gerstner
 
49
 
Chairman, Chief Executive Officer and President
         
Hab Siam
 
51
 
General Counsel
         
Richard N. Barton
 
53
 
Director
         
Anu Hariharan
 
40
 
Director
         
Anita Lynch
 
47
 
Director
         
Lexi Reese
 
46
 
Director
 
Brad Gerstner serves as the Chairman, Chief Executive Officer and President of Altimeter Growth Corp. 2. Mr. Gerstner founded Altimeter in 2008 with a mission to build a leading technology focused investment firm and serves as its Chief Executive Officer. Mr. Gerstner also serves as Chairman, Chief Executive Officer and President of Altimeter Growth Corp. Prior to founding Altimeter, Mr. Gerstner was a founding principal at General Catalyst and led technology and internet investments at PAR Capital. Mr. Gerstner is also an operator after founding and leading multiple online search businesses with successful exits, including acquisitions by Interactive Corp, Marchex and Google. Mr. Gerstner currently serves on the board of directors of iHeartMedia. He received his undergraduate degree from Wabash College, a J.D. from Indiana University School of Law and an MBA from Harvard Business School.

We believe Mr. Gerstner is well qualified to serve as the Chairman of our board of directors due to his proven financial, investment, and operating acumen and diverse background in analyzing public and private markets. We believe that Mr. Gerstner has built a unique set of analytical tools, relationships, and experiences that give him excellent judgment and insights into managing a portfolio and operating a business.

Hab Siam serves as the General Counsel of Altimeter Growth Corp. 2. Mr. Siam also currently serves as Altimeter’s General Counsel and Chief Compliance Officer and Altimeter Growth Corp.’s General Counsel and Director. Prior to Altimeter, Mr. Siam served as Financial Services Counsel in Washington, DC for Illinois 10th District Congressman Robert Dold, a member of the House Financial Services Committee. Mr. Siam also served as General Counsel and Corporate Secretary for NextG Networks, Inc. and as Corporate Lawyer at Wilson Sonsini Goodrich & Rosati and Kirkland & Ellis. He received his undergraduate degree from University of Illinois and a J.D from Indiana University School of Law.

Richard N. Barton serves on the board of directors of Altimeter Growth Corp. 2. Mr. Barton is the co-founder of Zillow Group, Inc. (“Zillow”) and has served as its Chief Executive Officer since February 2019. Mr. Barton has been a member of Zillow’s board of directors since its inception in December 2004, served as its Chief Executive Officer from inception until September 2010 and served as its Executive Chairman from September 2010 to February 2019. Mr. Barton served as a venture partner at Benchmark, a venture capital firm, from February 2005 through September 2018. Prior to co-founding Zillow, Mr. Barton founded Expedia as a group within Microsoft Corporation in 1994. Microsoft spun out the group as Expedia, Inc. in 1999, and Mr. Barton served as Expedia’s President, Chief Executive Officer and as a member of its board of directors from 1999 to 2003. Mr. Barton also co-founded and served as Non-Executive Chairman of Glassdoor from June 2007 through the company’s acquisition in June 2018. Mr. Barton has served on the board of directors of Netflix, Inc. since 2002; Qurate Retail, Inc. (formerly Liberty Interactive Corporation) since 2016 and Altimeter Growth Corp. since 2020. Mr. Barton holds a B.S. in General Engineering: Industrial Economics from Stanford University.


We believe Mr. Barton is well qualified to serve as a member of our board of directors due to his broad range of relevant leadership and technical skills he possesses as a founder and chief executive officer of consumer-facing companies in the mobile and Internet industries.

Anu Hariharan serves on the board of directors of Altimeter Growth Corp. 2. Ms. Hariharan is a Partner at Y Combinator’s Continuity Fund, focused on growth stage investments. More recently at YC Continuity, Ms. Hariharan led investments in Boom, Instacart, Convoy, Brex, Gusto, Faire, Monzo, Rappi, Vouch, Snapdocs and Groww. Ms. Hariharan is also personally passionate about global technology investing and the convergence of great entrepreneurs between U.S., China and India and has invested in a personal capacity in a few companies including Bytedance. Previously, Ms. Hariharan was an investment partner at Andreessen Horowitz, where she focused on consumer internet growth investments, and worked actively with the management teams of a number of portfolio companies including Airbnb, Instacart, Medium, OfferUp and Udacity.

Prior to Andreessen Horowitz, Ms. Hariharan was a Principal at The Boston Consulting Group’s Private Equity practice in New York City, N.Y., where she led multiple growth equity due diligences in the consumer and fintech sector. Ms. Hariharan started her career as a senior engineer at Qualcomm and holds a M.S. in Electrical Engineering from Virginia Tech and an M.B.A. from The Wharton School.
 
We believe Ms. Hariharan is well qualified to serve as a member of our board of directors due to her extensive investing and leadership experience.
 
Anita Lynch serves on the board of directors of Altimeter Growth Corp. 2. Ms. Lynch is the Vice President of Data Governance for Disney Streaming Services at The Walt Disney Company (“Disney”), overseeing data strategy and data management across Disney Streaming Services including Disney Plus since March 2019 and has held positions at Disney since October 2017. Prior to Disney, Ms. Lynch served as Senior Leader of Talent Acquisition at Amazon.com (“Amazon”), Inc. from April 2017 to September 2017, Head of BI & Analytics of Amazon Prime Now from September 2015 to March 2017 and Director of Analytics from 2013 to 2015. Prior to Amazon, Ms. Lynch has worked at Yahoo! Inc. as a Director of Analytics from August 2013 to September 2015, Apple, Inc. as an iTunes Partner Specialist from August 2011 to July 2013, and Bain & Company as a Consultant and Case Team Lead from September 2008 to July 2011. Ms. Lynch serves on the advisory board of Satori Cyber, a position she has held since August 2020 and has previously served on boards for Harvard Alumni Association as Graduate School Director - Harvard Business School from 2017 to 2020, Unity Care Group from 2013 to 2015, and Chicago Youth Centers from 2002 to 2006. Ms. Lynch holds a B.S. in Economics from Northwestern University and an M.B.A. from Harvard Business School, where she served a member of the Alumni Board.

We believe Ms. Lynch is well qualified to serve as a member of our board of directors due to significant experience and leadership in technology, data and strategy roles.

Lexi Reese serves on the board of directors of Altimeter Growth Corp. 2. Ms. Reese is currently the chief operating officer of Gusto. She empowers the technology company’s business teams, which include marketing, sales, customer experience, partnerships, insights and operations.

Since joining Gusto in 2015, Ms. Reese has been instrumental in helping 10x the company’s customer base to serve more than two percent of the nation’s businesses while strategically expanding their core payroll service to include employee benefits and human resources services. Never losing sight of the customer during this robust growth, the company has consistently achieved an industry leading Net Promoter Score (NPS) of more than 70.

Reese served on the board of directors for the apparel retailer, Gap, Inc from 2018 - 2020 and the Taft School board of directors from 2010 - 2013.

Before joining Gusto, Ms. Reese served as vice president of programmatic sales and strategy globally at Google and led many business development, sales and marketing initiatives at American Express. Ms. Reese has an MBA from Harvard Business School and graduated Phi Beta Kappa with a bachelor’s degree in history from the University of Virginia. She lives near San Francisco with her husband and two young girls.
 

Number and Terms of Officers and Directors
 
Our board of directors consists of five members. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of our initial directors will expire at our first annual general meeting.

Before the completion of an initial Business Combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, before the completion of an initial Business Combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Our sponsor, upon and following the closing of an initial Business Combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
 
Committees of the Board of Directors
 
Our board of directors has three standing committees: an audit committee, a nominating committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that complies with the NYSE rules, has been approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website.
 
Audit Committee
 
We have established an audit committee of the board of directors. Richard N. Barton, Anita Lynch and Lexi Reese serve as members of our audit committee. Our board of directors has determined that each of Richard N. Barton, Anita Lynch and Lexi Reese are independent under the NYSE listing standards and applicable SEC rules. Richard N. Barton serves as the Chairman of the audit committee. Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent. Our board of directors has determined that Richard N. Barton qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
 
The audit committee is responsible for:
 
 
meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;


monitoring the independence of the independent registered public accounting firm;


verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;


inquiring and discussing with management our compliance with applicable laws and regulations;


pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;


appointing or replacing the independent registered public accounting firm;


determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;



establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;


monitoring compliance on a quarterly basis with the terms of our Initial Public Offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our Initial Public Offering; and


reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.
 
Nominating Committee
 
We have established a nominating committee of our board of directors. The members of our nominating committee are Anu Hariharan, Anita Lynch and Lexi Reese, and Anita Lynch serves as chairman of the nominating committee. Under the NYSE listing standards, we are required to have a nominating committee composed entirely of independent directors. Our board of directors has determined that each of Anu Hariharan, Anita Lynch and Lexi Reese are independent.
 
The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which will be specified in a charter to be adopted by us, generally will provide that persons to be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.
 
Compensation Committee
 
We have established establish a compensation committee of our board of directors. The members of our compensation committee are Anu Hariharan, Anita Lynch and Lexi Reese, and Lexi Reese serves as chairman of the compensation committee.

Under the NYSE listing standards, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of Anu Hariharan, Anita Lynch and Lexi Reese are independent. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:


reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;


reviewing and approving the compensation of all of our other Section 16 executive officers;


reviewing our executive compensation policies and plans;



implementing and administering our incentive compensation equity-based remuneration plans;


assisting management in complying with our proxy statement and annual report disclosure requirements;


approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;


producing a report on executive compensation to be included in our annual proxy statement; and


reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
 
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
 
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
 
Compensation Committee Interlocks and Insider Participation
 
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
 
Code of Business Conduct and Ethics
 
We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics is available on our website. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Corporate Governance Guidelines
 
Our board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE that serves as a flexible framework within which our board of directors and its committees operate. These guidelines cover a number of areas including board membership criteria and director qualifications, director responsibilities, board agenda, roles of the chairman of the board, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines is available on our website.

PART IV
 
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
(a) (3) Exhibits

Exhibit
number
 
Description of exhibit
 
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*Filed herewith.
 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 8th day of April, 2021.

 
ALTIMETER GROWTH CORP. 2
     
 
By:
/s/ Brad Gerstner
   
Name: Brad Gerstner
   
Title: Chairman, Chief Executive Officer and President



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