S-1/A 1 nt10017539x5_s1a.htm FORM S-1/A
As filed with the United States Securities and Exchange Commission on January 5, 2021 under the Securities Act of 1933, as amended.
No. 333-251431

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3
to

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

Cayman Islands
(State or other jurisdiction of
incorporation or organization)
6770
(Primary Standard Industrial
Classification Code Number)
98-1563924
(I.R.S. Employer
Identification No.)

2550 Sand Hill Road, Suite 150
Menlo Park, CA 94025
(650) 549-9145
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Hab Siam
c/o Altimeter Capital Management, LP
2550 Sand Hill Road, Suite 150
Menlo Park, CA 94025
(650) 549-9145
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies:
Paul D. Tropp, Esq.
Michael S. Pilo, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Tel: (212) 596-9000
Fax: (212) 596-9090
Christian O. Nagler, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE
Title of Each Class of
Security Being Registered
Amount Being
Registered
Proposed Maximum
Offering Price
per Security(1)
Proposed Maximum
Aggregate
Offering Price(1)
Amount of
Registration Fee
Class A ordinary shares, $0.0001 par value(2)(3)
40,000,000 shares
$10.00
$400,000,000
$43,640.00(4)

(1)
Estimated solely for the purpose of calculating the registration fee.
(2)
Includes 5,000,000 Class A ordinary shares that may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any.
(3)
Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from share sub-division, share dividend, or similar transactions.
(4)
Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE

Altimeter Growth Corp. 2 is filing this Amendment No. 3 to its registration statement on Form S-1 (File No. 333-251431) to file exhibits to the Registration Statement as indicated in Item 16 in the index to exhibits. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
Item 16.   Exhibits and Financial Statement Schedules.

(a)     The Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX

Exhibit No.
Description
 
Form of Underwriting Agreement.
 
Memorandum and Articles of Association.*
 
Form of Amended and Restated Memorandum and Articles of Association.*
 
Specimen Class A Ordinary Share Certificate.*
 
Opinion of Maples and Calder, Cayman Islands Legal Counsel to the Registrant.
 
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
 
Form of Registration and Shareholder Rights Agreement among the Registrant, the Sponsor and the Holders signatory thereto.
 
Form of Private Placement Shares Purchase Agreement between the Registrant and the Sponsor.
 
Form of Indemnity Agreement.*
 
Promissory Note, dated as of October 23, 2020, between the Registrant and the Sponsor.*
 
Securities Subscription Agreement, dated October 23, 2020, between the Registrant and the Sponsor.*
 
Form of Letter Agreement between the Registrant, the Sponsor and each director and executive officer of the Registrant.
 
Form of Administrative Services Agreement.
 
Form of Forward Purchase Agreement, between the Registrant and Altimeter Partners Fund, L.P.
 
Consent of WithumSmith+Brown, PC.*
 
Consent of Maples and Calder (included on Exhibit 5.1).
 
Power of Attorney (included on signature page to the initial filing of this Registration Statement).*
99.1
 		  Consent of Richard Barton.*
 
Consent of Anita Lynch.*
 
Consent of Lexi Reese.*
 
Consent of Anu Hariharan.*
*          Previously filed.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Menlo Park, California, on the 5th day of January 2021.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
  
Title
  
Date
         
/s/ Brad Gerstner
  
Chief Executive Officer,
(Principal Executive Officer) President and Chairman
  
January 5, 2021
Brad Gerstner
    
         
/s/ Hab Siam
  
General Counsel
(Principal Financial Officer and Principal Accounting Officer)
  
January 5, 2021
Hab Siam