Item 1.01 Entry Into A Material Definitive Agreement.
Business Combination Agreement
On April 12, 2021, Altimeter Growth Corp., a Cayman Islands exempted company (“Altimeter”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time
to time, the “Business Combination Agreement”), by and among J1 Holdings Inc., a Cayman Islands exempted company (“PubCo”), J2 Holdings Inc., a Cayman Islands exempted
company and direct wholly owned subsidiary of PubCo (“Merger Sub 1”) and J3 Holdings Inc., a Cayman Islands exempted company and direct wholly owned subsidiary of PubCo (“Merger
Sub 2”) and Grab Holdings Inc. a Cayman Islands exempted company (“Grab”).
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Altimeter and Grab.
The Business Combination
The Business Combination Agreement provides for, among other things, the following transactions on the closing date: (i) Altimeter will merge with and into Merger Sub 1, with Merger Sub 1 as the surviving company in the merger and, after giving
effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), (ii) following the Initial Merger, Merger Sub 2 will merge with and into Grab, with Grab as the surviving entity
in the merger and, after giving effect to such merger, continuing as a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Initial Merger, the Acquisition Merger and the other transactions
contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination”.
The Business Combination is expected to close in the second quarter of 2021, following the receipt of the required approval by Altimeter’s shareholders and the fulfillment of other customary closing conditions.
Business Combination Consideration
In accordance with the terms and subject to the conditions of the Business Combination Agreement, (i) each issued and outstanding ordinary share and preferred share in Grab will be cancelled and exchanged for the fraction of a PubCo Class A
ordinary share equal to the Exchange Ratio (as defined in the Business Combination Agreement), provided that each issued and outstanding Key Executive Share (as defined in the Business Combination Agreement) will be cancelled and exchanged for the
fraction of a PubCo Class B ordinary share equal to the Exchange Ratio; (ii) (x) each issued and outstanding Grab option, Grab restricted stock, and Grab restricted stock unit will be converted into an option to purchase PubCo Class A ordinary
shares, an award of restricted PubCo Class A ordinary shares, and an award of restricted share units representing the right to receive PubCo Class A ordinary shares, respectively, under the PubCo Incentive Equity Plan (as defined in the Business
Combination Agreement), each subject to substantially the same terms, as adjusted for the Exchange Ratio and (y) each issued and outstanding Key Executive Option, Key Executive Restricted Stock and Key Executive RSU (each as defined in the Business
Combination Agreement) will be converted into an option to purchase PubCo Class B ordinary shares, an award of restricted PubCo Class B ordinary shares, and an award of restricted share units representing the right to receive PubCo Class B ordinary
shares, respectively, under the PubCo Incentive Equity Plan, each subject to substantially the same terms, as adjusted for the Exchange Ratio; (iii) (x) each issued and outstanding Altimeter Unit will be automatically detached and the holder will be
deemed to hold one Altimeter Class A ordinary share and one-fifth of an Altimeter warrant and (y) each issued and outstanding Altimeter Class A ordinary share and Altimeter Class B ordinary share will be cancelled and exchanged for one PubCo Class A
ordinary share; and (iv) each issued and outstanding Altimeter warrant will be converted into a warrant to purchase one PubCo Class A Ordinary Share.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The parties have also agreed, among other things, (i) that, subject to receiving
the necessary shareholder approval, PubCo will adopt a new incentive equity plan and employee stock purchase plan on closing and (ii) that on closing, the board of directors of PubCo shall consist of a total of seven directors, which shall include
Anthony Tan, Hooi Ling Tan, Dara Khosrowshahi, Shin Ein Ng and Richard Barton (or, if any such Person is unable or unwilling to serve as a director, a replacement determined by the Company) and two directors to be designated by Grab.
Conditions to Each Party’s Obligations
The obligations of Altimeter and Grab to consummate the Business Combination is subject to certain closing conditions, including but not limited to, (i) the Registration Statement (as defined below) has become effective; (ii) the approval of the
Altimeter and the Grab shareholders of the transactions contemplated in the Business Combination Agreement and the other transaction proposals has been obtained; (iii) PubCo shall have received proceeds from the PIPE Financing (as defined below) and
under the Sponsor Subscription Agreement in an amount equal to at least $2.5 billion; (iv) PubCo’s listing application with NASDAQ is approved; (v) the accuracy of representations and warranties to various standards, from flat to material adverse
effect; (vi) material compliance with pre-closing covenants; (vii) the bring-down to closing of a representation that no material adverse effect has occurred (both for Altimeter and Grab); (viii) the absence of a legal prohibition on consummating the
transaction; (ix) compliance by Sponsor and Sponsor Affiliate with certain provisions in the Subscription Agreements and Sponsor Support Agreement (each as defined below) and (x) the delivery of customary certificates and ancillary agreements.
Termination
The Business Combination Agreement may be terminated under customary and limited circumstances prior to the Closing of the Business Combination, including, but not limited to: (i) by mutual written consent of Altimeter and Grab, (ii) by Altimeter
if the representations and warranties of Grab are not true and correct at the standards specified in the Business Combination Agreement or if Grab fails to perform any covenant or agreement set forth in the Business Combination Agreement such that
certain conditions to closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time
periods, (iii) by Grab if the representations and warranties of Altimeter are not true and correct at the standards specified in the Business Combination Agreement or if any of Altimeter, Altimeter Growth Holdings (“Sponsor”)
or Altimeter Partner Fund, L.P. (“Sponsor Affiliate”) fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to closing cannot be satisfied and
the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) by either Altimeter or Grab if the Business
Combination is not consummated by the date that is 270 days after the date of the Business Combination, (v) by either Altimeter or Grab if there is a law in effect or a final, non-appealable order prohibiting the Business Combination, (vi) by either
Altimeter or Grab if the Acquisition Merger is not consummated within 15 Business Days of the Initial Merger and (vii) by either Altimeter or Grab if the shareholder approval of the transactions contemplated in the Business Combination Agreement and
the other transaction proposals has not been obtained following Altimeter’s shareholder meeting.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, PubCo and Altimeter entered into subscription agreements (the “Subscription Agreements”) with certain investors. Pursuant to the
Subscription Agreements and the Forward Purchase Agreements (as defined below), each investor agreed to subscribe for and purchase, and PubCo agreed to issue and sell to such investors an aggregate of 404,000,000 Class A ordinary shares for a
purchase price of $10.00 per share, for aggregate gross proceeds of $4,040,000,000 (the “PIPE Financing”).
Concurrently with the execution of the Business Combination Agreement, Altimeter, Sponsor Affiliate and PubCo entered into a backstop subscription agreement (the “Backstop Subscription Agreement”), pursuant
to which, among other things, Sponsor Affiliate will agree to backstop SPAC Share Redemptions (as defined in the Business Combination Agreement), and to the extent such backstop is required will agree to subscribe for and purchase that number of
PubCo Class A ordinary shares to be determined in accordance with the terms of the Backstop Subscription Agreement.
The foregoing descriptions of the Subscription Agreements, the Backstop Subscription Agreement and the PIPE Financing are subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreements, a copies of
which is attached hereto as Exhibit 10.1 and Exhibit 10.2 and attached as Exhibit B to Exhibit 2.1 hereto.
Grab Voting, Support and Lock-Up Agreements
Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo, Grab and certain of the shareholders of Grab entered into customary voting support and lock-up agreements (the “Grab Voting
Support and Lock-Up Agreements”), pursuant to which certain shareholders who hold an aggregate of at least 67% of the outstanding Grab voting shares have agreed, among other things: (a) to appear for purposes of constituting a quorum at any
meeting of the shareholders of Grab called to seek approval of the transactions contemplated in the Business Combination Agreement and the other transaction proposals, (b) to vote in favor of the transactions contemplated by the Business Combination
Agreement and other transaction proposals and (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal, and (d) to not sell or transfer any of
their shares.
The foregoing description of the Grab Voting Support and Lock-Up Agreements is subject to and qualified in its entirety by reference to the full text of the Grab Voting Support and Lock-Up Agreements, copies of which is attached as Exhibit 10.3,
Exhibit 10.4 and Exhibit 10.5 hereto.
Altimeter Sponsor Support and Lock-Up Agreement
Concurrently with the execution of the Business Combination Agreement, Altimeter, Sponsor, PubCo and Grab entered into a customary voting support agreement (the “Sponsor Support Agreement”), pursuant to
which Sponsor has agreed to, among other things: (a) not to form a group to vote against any directors nominated by Grab, (b) to appear for purposes of constituting a quorum at any meeting of the shareholders of Altimeter called to seek approval of
the consummation of transactions contemplated in the Business Combination Agreement and the other transaction proposals, (c) to vote against any proposals that would materially impede the transactions contemplated by the Business Combination
Agreement or any other transaction proposal, (e) to not redeem any common stock held by Sponsor, (f) not to amend the that certain letter agreement by and between Altimeter and Sponsor dated as of September 30, 2020, and (g) not to transfer any
common stock or warrants held by Sponsor.
The foregoing description of the Sponsor Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is attached as Exhibit 10.6 hereto.
Amended and Restated Registration Rights Agreement
Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo, Sponsor and certain holders of and optionholders of Grab (the “Grab Holders”) will enter into an amended and
restated registration rights agreement (the “Registration Rights Agreement”), to be effective upon closing pursuant to which, among other things, PubCo will agree to undertake certain resale shelf registration
obligations in accordance with the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Sponsor and Grab Holders have been granted customary demand and piggyback registration rights.
The foregoing description of the Registration Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Amended and Restated Registration Rights Agreement, a copy of which is attached as Exhibit
10.7 hereto.
Assignment, Assumption and Amendment Agreement
Concurrently with the execution of the Business Combination Agreement, Altimeter, Altimeter, PubCo and Continental Stock Transfer & Trust Company (“Continental”) entered into an amendment (the “Assignment, Assumption and Amendment Agreement”) to that certain warrant agreement, dated September 30, 2020, by and between Altimeter and Continental (“Existing Warrant Agreement”),
to be effective upon closing pursuant to which, among other things, Altimeter will agree to assign all of its right, title and interest in the Existing Warrant Agreement to PubCo.
The foregoing description of the Assignment, Assumption and Amendment Agreement is subject to and qualified in its entirety by reference to the full text of the form of the Assignment, Assumption and Amendment Agreement, a copy of which is
attached as Exhibit 10.8 hereto.
Amended and Restated Forward Purchase Agreement
Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo and Sponsor Affiliate entered into an amendment and restatement (the “Amended and Restated Sponsor Affiliate Forward Purchase
Agreement”) of that certain forward purchase agreement, dated September 16, 2020, by and between Altimeter and Sponsor Affiliate, pursuant to which, among other things, Sponsor Affiliate has agreed to purchase units consisting of 17,500,000
PubCo Class A ordinary shares and 3,500,000 PubCo warrants for an aggregate price equal to $175,000,000 immediately prior to the closing.
Concurrently with the execution of the Business Combination Agreement, Altimeter, PubCo and JS Capital LLC (“JS”) entered into an amendment and restatement (and together with the Amended and Restated
Sponsor Affiliate Forward Purchase Agreement the “Forward Purchase Agreements”) of that certain forward purchase agreement, dated September 16, 2020, by and between Altimeter and JS, pursuant to which, among
other things, JS has agreed to purchase units consisting of 2,500,000 PubCo Class A ordinary shares and 500,000 PubCo warrants for an aggregate price equal to $25,000,000 immediately prior to the closing.
The foregoing description of the Amended and Restated Forward Purchase Agreements is subject to and qualified in its entirety by reference to the full text of the form of the Amended and Restated Forward Purchase Agreements, copies of which is
attached as Exhibit 10.9 and Exhibit 10.10 hereto.