Filed by Altimeter Growth Corp.

pursuant to Rule 425 of the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934, as amended

Subject Company:

Altimeter Growth Corp.

Commission File No. 001-39573

The following communication was made available by Altimeter Growth Corp. on Twitter on April 18, 2021.

 

LOGO

On April 16, 2021, Brad Gerstner discussed the proposed Business Combination between Grab Holdings Inc. and Altimeter Growth Corp. on the “All-In Podcast” on YouTube. Set forth below is an approximate transcription of the relevant discussion.

From approximately 7:18-10:55:

Brad: “So what we did at Grab was we fought hard for the most open, unlocked, right, day one we could possibly get. In that case there were a lot of big shareholders who were on the board, so they’re deemed affiliates under section 16 of the securities law, so they can’t sell right, they’re deemed to be insiders, right, but at the end of the day all employees can sell. There’s a group of senior management that said hey, we want to voluntarily lock as a signal to the market, but all other employees in the company can sell, so there are over 5000 employees in the company. And all of the early shareholders can sell, on day one. And I think this was the first time I’ve seen this in this alternative IPO. So we have almost a third of the entire share base of the company that is available for sale on day one.”

Host: “Hey, Brad, can I ask one more question? The economics for Grab, are they better under your structure than they would have been for a traditional IPO to get the same amount of capital when they’re paying 7% to the underwriting bank?”


Brad: “You know, as we all know, Bill Gurley has laboriously pointed out and documented that there are two expenses to a traditional IPO, right? There is the upfront fee of 5.5 to 6%, whatever they are paying on the amount of capital raised, but he would argue that the much bigger expense, right, is the indirect cost of the structural underprice, right? So in a traditional IPO, let’s say you have a ten billion enterprise value raising a billion dollars. If it’s being underpriced, he would argue structurally by 40%, and we can all debate that, but that’s four-hundred million dollars of dilution to employees and to existing shareholders. I think everybody in the Grab process, both the buy-side portfolio managers from Fidelity, Janus, T-Rowe et cetera, as well as the company, believe that we got a 20-30% higher price than a bank would’ve got because of the conviction the portfolio managers had as a result of the significant investment we were making in the company, as a result of the fact that we were locking up our promote shares, our sponsor shares, for three years, and so if you say it’s 30% on a four billion dollar raise, that’s over a billion dollars of savings, right, over a billion dollars of indirect cost savings to the employees and the shareholders. And, like, for me, our north star is founders and so we literally have deconstructed the IPO at every step of the value chain and just say, you know, like Rich Barton, my thought partner in this, he was on the board of Netflix when it went public, took Zillow public, took Expedia public, and he said we can make this better at every step of the value chain. And so we’ve thought about it like a product and we’re building a capital markets business that says part of it, right, is eliminating the commission, part of it is getting a fair price, but part of it is curating that day one cap table, right? Because these companies are stepping into the public markets and, you know, as Rich has said and others have said, think about all of the curation that goes into a private cap table. Now, when you go public, Rich calls it a cap table randomization event, right? You lose total control over your cap table, right? Whereas in the case of Grab, we hand selected what we think are the world’s best public market shareholders to be their day one cap table. So it’s a very different outcome, and it’s not just about cost savings, it’s not just about trying to get a fairer price, it’s actually making the process better at each step of the value chain.”

Important Information and Where to Find It

The above communications relate to a proposed Business Combination between Grab Holdings Inc., a Cayman Islands exempted company (“Grab”), and Altimeter Growth Corp, a Cayman Islands exempted company (“Altimeter”). They do not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The proposed Business Combination will be submitted to shareholders of Altimeter for their consideration.

J1 Holdings Inc., a Cayman Islands exempted company (“PubCo”), intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC which will include preliminary and definitive proxy statements to be distributed to Altimeter’s shareholders in connection with Altimeter’s solicitation for proxies for the vote by Altimeter’s shareholders in connection with the proposed Business Combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Grab’s shareholders in connection with the completion of the proposed Business Combination. Altimeter and PubCo also will file other documents regarding the proposed Business Combination with the SEC.

After the Registration Statement has been filed and declared effective, Altimeter will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the proposed Business Combination. This document is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that Altimeter will send to its shareholders in connection with the Business Combination. Altimeter’s shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, in connection with Altimeter’s solicitation of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed transactions, because these documents will contain important information about Altimeter, PubCo, Grab and the proposed Business Combination. Shareholders and investors may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed transactions and other documents filed with the SEC by Altimeter, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Altimeter. The information contained on, or that may be accessed through, the websites referenced in this document is not incorporated by reference into, and is not a part of, this document.


INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Participants in the Solicitation

Altimeter, PubCo and Grab and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitations of proxies from Altimeter’s shareholders in connection with the proposed transactions. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Altimeter’s shareholders in connection with the proposed transactions will be set forth in PubCo’s proxy statement/prospectus when it is filed with the SEC. You can find more information about Altimeter’s directors and executive officers in Altimeter’s final prospectus filed with the SEC on September 30, 2020. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.

No Offer or Solicitation

This document is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-Looking Statements

The above communications may contain “forward-looking statements” within the meaning of the federal securities laws with respect to the proposed Business Combination, and also contains certain financial forecasts and projections. All statements other than statements of historical fact contained in this document, including, but not limited to, statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Grab, market size and growth opportunities, competitive position, technological and market trends and the potential benefits and expectations related to the terms and timing of the proposed Business Combination, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” or other similar expressions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of Altimeter and Grab, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this communication, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results.


The forward-looking statements and financial forecasts and projections contained in this communication are subject to a number of factors, risks and uncertainties. Potential risks and uncertainties that could cause the actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, changes in domestic and foreign business, market, financial, political and legal conditions; the timing and structure of the Business Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations; the inability of the parties to successfully or timely consummate the Business Combination, the PIPE Financing and the other transactions in connection therewith, including as a result of the COVID-19 pandemic or the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the shareholders of Altimeter or Grab is not obtained; the risk that the business combination disrupts current plans and operations of Altimeter or Grab as a result of the announcement and consummation of the Business Combination; the ability of Grab to grow and manage growth profitably and retain its key employees including its chief executive officer and executive team; the inability to obtain or maintain the listing of the post-acquisition company’s securities on Nasdaq following the Business Combination; failure to realize the anticipated benefits of Business Combination; risk relating to the uncertainty of the projected financial information with respect to Grab; the amount of redemption requests made by Altimeter’s shareholders and the amount of funds available in the Altimeter trust account; the overall level of demand for Grab’s services; general economic conditions and other factors affecting Grab’s business; Grab’s ability to implement its business strategy; Grab’s ability to manage expenses; changes in applicable laws and governmental regulation and the impact of such changes on Grab’s business, Grab’s exposure to litigation claims and other loss contingencies; the risks associated with negative press or reputational harm; disruptions and other impacts to Grab’s business, as a result of the COVID-19 pandemic and government actions and restrictive measures implemented in response; Grab’s ability to protect patents, trademarks and other intellectual property rights; any breaches of, or interruptions in, Grab’s technology infrastructure; changes in tax laws and liabilities; and changes in legal, regulatory, political and economic risks and the impact of such changes on Grab’s business. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of PubCo’s registration statement on Form F-4, the proxy statement/consent solicitation statement/prospectus discussed below, Altimeter’s Quarterly Report on Form 10-Q and other documents filed by PubCo or Altimeter from time to time with the U.S. Securities and Exchange Commission (the “SEC”). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. In addition, there may be additional risks that neither Altimeter nor Grab presently know, or that Altimeter or Grab currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements reflect Altimeter’s and Grab’s expectations, plans, projections or forecasts of future events and view. If any of the risks materialize or Altimeter’s or Grab’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.

Forward-looking statements speak only as of the date they are made. Altimeter and Grab anticipate that subsequent events and developments may cause their assessments to change. However, while PubCo, Altimeter and Grab may elect to update these forward-looking statements at some point in the future, PubCo, Altimeter and Grab specifically disclaim any obligation to do so, except as required by law. The inclusion of any statement in this document does not constitute an admission by Grab nor Altimeter or any other person that the events or circumstances described in such statement are material. These forward-looking statements should not be relied upon as representing Altimeter’s or Grab’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements. In addition, the analyses of Grab and Altimeter contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Grab, Altimeter or any other entity.