Quarterly Report for Quarter Ending June 30, 2022 (Form 10-Q)

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Boundary Hall Cricket Square Grand Cayman Cayman Islands (Address of principal executive offices)		KY1-1102 (Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fourth of one redeemable warrant		RKTAU		The New York Stock Exchange
Class A ordinary shares, par value $0.0001 par value		RKTA		The New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share		RKTAW		The New York Stock Exchange

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
		Emerging growth company		☒

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		Page
Part I. Financial Information			1
Item 1. Financial Statements			1
Unaudited Condensed Balance Sheet as of June 30, 2022 and Audited Balance Sheet as of December 31, 2021			1
Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2022 and 2021			2
Unaudited Condensed Statements of Changes in Shareholders' Deficit for the three and six months ended June 30, 2022 and 2021			3
Unaudited Condensed Statements of Cash flow for the six months ended June 30, 2022 and 2021			5
Notes to Unaudited Condensed Financial Statements			6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk			24
Item 4. Controls and Procedures			24
Part II. Other Information			25
Item 1. Legal Proceedings			25
Item 1A. Risk Factors			25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities			25
Item 3. Defaults Upon Senior Securities			25
Item 4. Mine Safely Disclosures			25
Item 5. Other Information			25
Item 6. Exhibits			26
Signatures			27

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ITEM 1.

FINANCIAL STATEMENTS.

		June 30, 2022 (Unaudited)			December 31, 2021
ASSETS:
Cash		$	758,698			$	904,957
Prepaid expense			194,099				270,569
Total current assets			952,797				1,175,526
Other assets			-				59,835
Investments held in Trust Account			267,414,500				267,013,476
TOTAL ASSETS		$	268,367,297			$	268,248,837
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accrued expenses		$	569,858			$	381,140
Total current liabilities			569,858				381,140
Deferred underwriting fee			9,345,000				9,345,000
Warrant liabilities			2,008,835				8,848,042
Total Liabilities			11,923,693				18,574,182
Commitments Contingencies
Class A ordinary shares subject to possible redemption, $0.0001 par value; 26,700,000 shares at June 30, 2022 and December 31, 202 1 (at redemption value of $10.00 per share)			267,414,500				267,013,476
Shareholders' Deficit:
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding			-				-
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 26,700,000 shares subject to possible redemption at June 30, 2022 and December 31, 2021)			-				-
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 6,675,000 and 6,675,000 shares issued and outstanding at June 30, 2022 and December 31, 2021			668				668
Additional paid-in capital			-				-
Accumulated deficit			(10,971,564	)			(17,339,489	)
Total Shareholders' Deficit			(10,970,896	)			(17,338,821	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT		$	268,367,297			$	268,248,837

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		Three Months Ended June 30,			Six Months Ended June 30,			For the Period from January 27, 2021 (Inception) through June 30,
		2022			2021			2022			2021
Formation and operating costs		$	226,717			$	141,258			$	471,282			$	175,422
Loss from operations			(226,717	)			(141,258	)			(471,282	)			(175,422	)
Other income (expense):
Interest earned on cash and marketable securities held in Trust Account			379,232				4,058				401,024				4,311
Transaction costs allocable to warrants			-				-								(561,706	)
Unrealized gain on fair value changes of warrants			2,418,041				2,178,131				6,839,207				1,925,548
Total other income, net			2,797,273				2,182,189				7,240,231				1,368,153
Net income		$	2,570,556			$	2,040,931			$	6,768,949			$	1,192,731
Weighted average shares outstanding, Redeemable Class A ordinary shares			26,700,000				26,700,000				26,700,000				16,815,484
Basic and diluted net income per ordinary share, Redeemable Class A ordinary shares		$	0.08			$	0.06			$	0.20			$	0.05
Weighted average shares outstanding, Non-redeemable Class B ordinary shares			6,675,000				6,675,000				6,675,000				6,300,645
Basic and diluted net income per ordinary share, Non-redeemable Class B ordinary shares		$	0.08			$	0.06			$	0.20			$	0.05

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		Ordinary Shares			Additional Paid-In Capital			Accumulated Deficit			Total Shareholders' Deficit
		Class A			Class B
		Shares			Amount			Shares			Amount
Balance as of December 31, 2021			-			$	-				6,675,000			$	668			$	-			$	(17,339,489	)		$	(17,338,821	)
Net incom e			-				-				-				-				-				4,198,393				4,198,393
Remeasurement of Class A ordinary shares subject to possible redemption			-				-				-				-				-				(21,792	)			(21,792	)
Balance as of March 31, 2022			-				-				6,675,000				668				-				(13,162,888	)			(13,162,220	)
Net income			-				-				-				-				-				2,570,556				2,570,556
Remeasurement of Class A ordinary shares subject to possible redemption			-				-				-				-				-				(379,232	)			(379,232	)
Balance as of June 30, 2022			-			$	-				6,675,000			$	668			$	-			$	(10,971,564	)		$	(10,970,896	)

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ROCKET INTERNET GROWTH OPPORTUNITIES CORP

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2021 AND

FOR THE PERIOD FROM JANUARY 27, 2021 (INCEPTION) THROUGH JUNE 30, 2021

(UNAUDITED)

See accompanying notes to the unaudited condensed financial statement

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		For the Six Months Ended June 30, 2022			For the period from January 27, 2021 (Inception) through June 30, 2021
Cash Flows from Operating Activities:
Net income		$	6,768,949			$	1,192,731
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account			(401,024	)			(4,311	)
Transaction costs incurred in connection with Initial Public Offering			-				561,706
Unrealized loss on fair value changes of warrants			(6,839,207	)			(1,925,548	)
Changes in current assets and current liabilities:
Prepaid assets			76,470				(278,268	)
Other assets			59,835				(194,099	)
Accounts payable and accrued expense			188,718				15,000
Due to related parties			-				12,580
Net cash used in operating activities			(146,259	)			(620,209	)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account			-				(267,000,000	)
Net cash used in investing activities			-				(267,000,000	)
Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters' fees			-				261,660,000
Proceeds from promissory note - related party			-				125,491
Proceeds from issuance of Class B shares to initial shareholders			-				25,000
Proceeds from private placement			-				7,340,000
Repayment of Sponsor loan			-				(125,491	)
Payments of offering costs			-				(403,496	)
Net cash provided by financing activities			-				268,621,504
Net Change in Cash			(146,259	)			1,001,295
Cash - Beginning			904,957				-
Cash - Ending		$	758,698			$	1,001,295
Supplemental Disclosure of Non-cash Financing Activities:
Deferred underwriting commissions charged to additional paid in capital		$	-			$	9,345,000
Original value of Class A ordinary shares subject to possible redemption		$	-			$	221,526,083
Change in value of Class A ordinary shares subject to possible redemption		$	401,024			$	17,194,167
Initial classification of warrant liability		$	-			$	17,210,681
Accrued offering costs		$	-			$	100,000

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Gross proceeds		$	267,000,000
Less:
Proceeds allocated to Public Warrants			(9,874,575	)
Class A ordinary shares issuance costs			(14,626,790	)
Plus:
Remeasurement of carrying value to redemption value			24,501,365
Interest earned on investments held in Trust account			13,476
Class A ordinary shares subject to possible redemption, 12/31/2021			267,013,476
Interest earned on investments held in Trust account			401,024
Class A ordinary shares subject to possible redemption, 06/30/2022		$	267,414,500

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		Three Months Ended June 30, 2022			Three Months Ended June 30, 2021			Six Months Ended June 30, 2022			For the Period from January 27, 2021 (Inception) through June 30, 2021
		Class A			Class B			Class A			Class B			Class A			Class B			Class A			Class B
Net income per share for Class A ordinary shares:
Net income		$	2,570,556			$	2,570,556			$	2,040,931			$	2,040,931			$	6,768,949			$	6,768,949			$	1,192,731			$	1,192,731
Less: Allocation of income to Class B ordinary shares			514,111				2,056,445				408,186				1,632,745				1,353,790				5,415,159				325,097				867,634
Adjusted net income			2,056,445				514,111				1,632,745				408,186				5,415,159				1,353,790				867,634				325,097
Weighted average shares outstanding of Class A ordinary shares			26,700,000				6,675,000				26,700,000				6,675,000				26,700,000				6,675,000				16,815,484				6,300,645
Basic and diluted net income per share, Class A ordinary shares		$	0.08			$	0.08			$	0.06			$	0.06			$	0.20			$	0.20			$	0.05			$	0.05

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Level 1 -		Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.
Level 2 -		Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.
Level 3 -		Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days' prior written notice of redemption(the "30-day redemption period") to each warrant holder; and

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

•

in whole and not in part;

•

at $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by the redemption date and the "fair market value" of the Company's Class A ordinary shares;

•

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

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Fair Value at December 31, 2021		$	3,775,042
Change in fair value of private warrants			(1,896,014	)
Fair Value at March 31, 2022			1,879,028
Change in fair value of private warrants			(1,026,971	)
Fair Value at June 30, 2022		$	852,057

Inputs		June 30, 2022			December 31, 2021
Risk-free interest rate			3.02	%			1.35	%
Expected term remaining (years)			5.73				5.95
Expected volatility			16	%			13.10	%
Share price		$	9.78			$	9.80

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ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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For the three months ended June 30, 2021, we had a net income of approximately $2,040,931, which included interest earned on cash and marketable securities held in Trust Account of approximately $4,058 and a gain from the change in fair value of the warrant liability of approximately $2,178,131, offset by a loss from operations of $141,258.

For the period from January 27, 2021 (inception) through June 30, 2021, we had a net income of approximately $1,192,731, which included interest earned on cash and marketable securities held in Trust Account of approximately $4,311 and a gain from the change in fair value of the warrant liability of approximately $1,925,548, offset by a loss from operations of $175,422 and offering cost expense allocated to warrants of approximately $561,706.

Our business activities from inception to June 30, 2021 consisted primarily of our formation and completing our IPO, and since the offering, our activity has been limited to identifying and evaluating prospective acquisition targets for a Business Combination.

Liquidity, Capital Resources and Going Concern Consideration

As of June 30, 2022, we had cash outside our trust account of $758,698, and working capital of approximately $382,939. All remaining cash was held in the trust account and is generally unavailable for our use, prior to an initial business combination.

Our liquidity needs have been satisfied prior to the completion of the Initial Public Offering through a payment of $25,000 capital contribution from our sponsor to cover certain offering costs on behalf of us in exchange for the issuance of the founder shares to our sponsor and up to $300,000 in loans from our sponsor.

On March 25, 2021, we consummated our Initial Public Offering of 25,000,000 units (the "Units"). Each Unit consists of one Class A ordinary share, $0.0001 par value per redeemable warrant to purchase one Class A ordinary share. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $250,000,000. We granted Citigroup Global Markets Inc., the underwriter in the Initial Public Offering (the purchase up to 3,750,000 additional Units to cover over-allotments, if any. On March 26, 2021, the Underwriter partially exercised the over-allotment option to purchase an additional 1,700,000 units (the "Over-Allotment Units"), which purchase settled on March 30, 2021, generating gross proceeds of $17,000,000. Simultaneously with the closing of the exercise of the over-allotment option, the Company completed the private sale (the "Private Placement") of an aggregate of 226,666 warrants (the "Private Placement Warrants") to our sponsor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds of $340,000, which was used to pay the underwriting discount of 2% of the over-allotment gross proceeds.

Transaction costs of the Initial Public Offering (including the partial exercise of the underwriter's over-allotment option) amounted to $15,188,496 consisting of $5,340,000 of underwriting discount, $9,345,000 of deferred underwriting discount, and $503,496 of other offering costs.

Upon closing of the Initial Public Offering, the Private Placement, and the sale of the Over-Allotment Units, a total of $267.0 million ($10.00 per Unit) was placed in a U.S.-based trust account, with Continental Stock Transfer & Trust Company acting as trustee. The proceeds held in the trust account have been invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions Investment Company Act which invest only in direct U.S. government treasury obligations.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions), to complete our initial business combination. We may withdraw interest to pay our taxes, if any. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. We expect the interest earned on the amount in the trust account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

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We have determined that we may need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination, including costs of identifying a target business, undertaking due diligence and negotiating an initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,000,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

Moreover, we may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of this offering and the sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing to complete such proposed initial business combination. We may also obtain financing prior to the closing of our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion of our initial business combination. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

In connection with the Company's assessment of going concern considerations in accordance with Accounting Standards Update ("ASU")2014-15,"Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the mandatory liquidation raises substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate, March 25, 2023.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Commitments and Contractual Obligations; Quarterly Results

As of June 30, 2022, we did not as defined in not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have not conducted any operations to date.

Commitments and Contractual Obligations

As of June 30, 2022, we did not have any long-term debt, capital, or operating lease obligations.

Administrative Support Agreement

Commencing on the date its securities were first listed on the New York Stock Exchange, the Company agreed to pay the Sponsor $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company's management team. Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these monthly fees.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

CONTROLS AND PROCEDURES

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ITEM 1.

LEGAL PROCEEDINGS.

ITEM 1A.

RISK FACTORS.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.

MINE SAFETY DISCLOSURES.

ITEM 5.

OTHER INFORMATION.

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ITEM 6.

EXHIBITS.

Exhibit No.		Description of Exhibit
31.1*		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
31.2*		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
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

**	Furnished.

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		ROCKET INTERNET GROWTH OPPORTUNITIES CORP.
Date: August 19, 2022				/s/ Soheil Mirpour
		Name:		Soheil Mirpour
		Title:		Chief Executive Officer (Principal Executive Officer)