☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2023
☐TRANSITION 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 |
| 001-40017 | N/A | ||
| ||||
|
|
|
| ||
|
|
|
|
|
|
| |||
|
| ||||
|
|
10019 | |||
|
|
| |||
|
|
|
+1 (212)796-4796 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report)
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
|
|
| ||
|
|
| ||
|
|
| ||
|
CPTK.U |
|
Large accelerated filer ☐ Non-accelerated filer ☒ (§☐Accelerated filer ☐ ☒Smaller reporting company ☒ Emerging growth company ☒ January 10,August 14, 2023, 27,600,0004,196,485 Class A ordinary shares, par value $0.0001, and 6,900,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.
CROWN PROPTECH ACQUISITIONS
Quarterly Report on Form 10-Q
Table of Contents
| ||||||
| ||||||
| Page No. | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
Item 1. | 1 | |||||
| 1 | ||||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
Notes to Unaudited Consolidated Condensed Financial Statements | 5 | |||||
Item 2. | ||||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 17 | ||||
Item 3. | ||||||
| 22 | |||||
Item 4. | ||||||
| 22 | |||||
|
| |||||
Item 1. | 23 | |||||
| 23 | |||||
Item 2. | ||||||
| ||||||
Unregistered Sales of Equity Securities and Use of Proceeds |
| 23 | ||||
Item 3. | ||||||
| 23 | |||||
Item 4. | 23 | |||||
| 23 | |||||
Item 6. | 24 | |||||
| ||||||
| 25 | ||||||
| ||||||
| ||||||
i
| | | | | | |
| | September 30, | | | | |
| | 2022 | | December 31, | ||
|
| (Unaudited) |
| 2021 | ||
Assets | | | | | | |
Current assets: | | | | | | |
Cash | | $ | 616 | | $ | 14,807 |
Prepaid expenses | |
| 131,637 | | | 75,898 |
Total current assets | | | 132,253 | | | 90,705 |
Investments held in Trust account | | | 277,675,932 | | | 276,013,345 |
Total assets | | $ | 277,808,185 | | $ | 276,104,050 |
| | | | | | |
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | |
|
| |
|
|
Current liabilities: | | | | | | |
Accounts payable and accrued expenses | | $ | 7,352,673 | | $ | 3,572,844 |
Due to related party | | | 294,107 | | | 159,107 |
Convertible note | | | 491,000 | | | 450,000 |
Total current liabilities | | | 8,137,780 | | | 4,181,951 |
Warrant liabilities | |
| 356,755 | | | 8,101,600 |
Deferred underwriters’ discount | |
| 9,660,000 | | | 9,660,000 |
Total liabilities | |
| 18,154,535 | | | 21,943,551 |
| |
|
| |
|
|
Commitments | |
|
| |
|
|
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value | | | 277,675,932 | | | 276,013,345 |
| |
| | |
| |
Shareholders’ deficit: | |
| | |
| |
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| — | | | — |
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption | |
| — | | | — |
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding | |
| 690 | | | 690 |
Additional paid-in capital | |
| 97,000 | | | — |
Accumulated deficit | |
| (18,119,972) | | | (21,853,536) |
Total shareholders’ deficit | |
| (18,022,282) | | | (21,852,846) |
Total liabilities, redeemable shares and shareholders’ deficit | | $ | 277,808,185 | | $ | 276,104,050 |
June 30, 2023 | December 31, 2022 | |||||||
(Unaudited) | ||||||||
Assets | ||||||||
| Current assets: | ||||||||
| Cash | $ | 31,048 | $ | 80,212 | ||||
| Prepaid expenses | 36,626 | 39,616 | ||||||
Total current assets | 67,674 | 119,828 | ||||||
| Investments held in Trust account | 43,906,522 | 279,998,549 | ||||||
Total assets | $ | 43,974,196 | $ | 280,118,377 | ||||
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit | ||||||||
Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 925,264 | $ | 627,376 | ||||
| Due to related party | — | 339,107 | ||||||
| Promissory note | 801,000 | 666,000 | ||||||
Total current liabilities | 1,726,264 | 1,632,483 | ||||||
| Warrant liabilities | 1,137,067 | — | ||||||
Total liabilities | 2,863,331 | 1,632,483 | ||||||
Commitments | ||||||||
| Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of June 30, 2023 and December 31, 2022, respectively | 43,906,522 | 279,998,549 | ||||||
Shareholders’ deficit: | ||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | — | — | ||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 4,196,485 and 27,600,000 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively | — | — | ||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding | 690 | 690 | ||||||
Additional paid-in capital | 9,853,638 | 9,527,941 | ||||||
| Accumulated deficit | (12,649,985 | ) | (11,041,286 | ) | ||||
Total shareholders’ deficit | (2,795,657 | ) | (1,512,655 | ) | ||||
Total liabilities, redeemable shares and shareholders’ deficit | $ | 43,974,196 | $ | 280,118,377 | ||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
| | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, | ||||||||
|
| 2022 |
| 2021 |
| 2022 |
| 2021 | ||||
Formation loss and operating costs | | $ | 485,715 | | $ | 513,738 | | $ | 4,011,281 | | $ | 1,121,283 |
Loss from operations | | | (485,715) | | | (513,738) | | | (4,011,281) | | | (1,121,283) |
| | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | |
Trust dividend income | | | 1,248,046 | | | 4,240 | | | 1,662,587 | | | 8,112 |
Change in fair value of warrant liabilities | | | 1,064,578 | | | 4,406,133 | | | 7,744,845 | | | 13,929,066 |
Offering expenses related to warrant issuance | | | — | | | — | | | — | | | (780,268) |
Total other income, net | | | 2,312,624 | | | 4,410,373 | | | 9,407,432 | | | 13,156,910 |
| | | | | | | | | | | | |
Net income | | $ | 1,826,909 | | $ | 3,896,635 | | $ | 5,396,151 | | $ | 12,035,627 |
| |
| | |
| | | | | |
| |
Weighted average redeemable shares outstanding | |
| 27,600,000 | |
| 27,600,000 | | | 27,600,000 | |
| 23,454,945 |
| | | | | | | | | | | | |
Basic and diluted net income per redeemable share | | $ | 0.05 | | $ | 0.11 | | $ | 0.16 | | $ | 0.40 |
| | | | | | | | | | | | |
Weighted average non-redeemable shares outstanding | |
| 6,900,000 | |
| 6,900,000 | | | 6,900,000 | |
| 6,900,000 |
| | | | | | | | | | | | |
Basic and diluted net income per common share | | $ | 0.05 | | $ | 0.11 | | $ | 0.16 | | $ | 0.40 |
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
| Operating costs | $ | 335,774 | $ | 2,311,262 | $ | 1,249,503 | $ | 3,525,566 | ||||||||
Income (loss) from operations | (335,774 | ) | (2,311,262 | ) | (1,249,503 | ) | (3,525,566 | ) | ||||||||
| Other income: | ||||||||||||||||
| Trust dividend income | 511,717 | 392,015 | 2,213,036 | 414,541 | ||||||||||||
| Change in fair value of warrant liabilities | 284,266 | 2,132,000 | (1,137,067 | ) | 6,680,267 | |||||||||||
| Settlement of payables | 400,000 | — | 777,871 | — | ||||||||||||
| Total other income, net | 1,195,983 | 2,524,015 | 1,853,840 | 7,094,808 | ||||||||||||
Net income | $ | 860,209 | $ | 212,753 | $ | 604,337 | $ | 3,569,242 | ||||||||
| Weighted average redeemable shares outstanding | 4,196,485 | 27,600,000 | 9,239,231 | 27,600,000 | ||||||||||||
Basic and diluted net income per redeemable share | $ | 0.08 | $ | 0.01 | $ | 0.04 | $ | 0.10 | ||||||||
Weighted average non-redeemable shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||||||||||
Basic and diluted net income per ordinary share | $ | 0.08 | $ | 0.01 | $ | 0.04 | $ | 0.10 | ||||||||
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Class B | ||||||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of December 31, 2022 | 6,900,000 | $ | 690 | $ | 9,527,941 | $ | (11,041,286 | ) | $ | (1,512,655 | ) | |||||||||
| Capital contribution from Sponsors | — | — | 8,000 | — | 8,000 | |||||||||||||||
| Remeasurement of ordinary shares subject to redemption value | — | — | — | (1,701,319 | ) | (1,701,319 | ) | |||||||||||||
Non-redemption agreements (see Note 2) | — | — | (1,156,500 | ) | — | (1,156,500 | ) | |||||||||||||
Capital contribution from non-redemption agreements | — | — | 1,156,500 | — | 1,156,500 | |||||||||||||||
| CIIG Securities Assignment Agreement (see Note 2) | — | — | — | (2,837,593 | ) | (2,837,593 | ) | |||||||||||||
| Excess value of CIIG Securities Assignment Agreement | — | — | — | 2,837,593 | 2,837,593 | |||||||||||||||
| Net loss | — | — | — | (255,872 | ) | (255,872 | ) | |||||||||||||
Balance as of March 31, 2023 | 6,900,000 | 690 | $ | 9,535,941 | (12,998,477 | ) | (3,461,846 | ) | ||||||||||||
| Capital contribution from Sponsor | 317,697 | 317,697 | ||||||||||||||||||
| Remeasurement of ordinary shares subject to redemption value | — | — | — | (511,717 | ) | (511,717 | ) | |||||||||||||
| Net income | — | — | — | 860,209 | 860,209 | |||||||||||||||
Balance as of June 30, 2023 | 6,900,000 | $ | 690 | $ | 9,853,638 | $ | (12,649,985 | ) | $ | (2,795,657 | ) | |||||||||
(UNAUDITED)
| | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | |||||
| | Class B | | Paid-in | | Accumulated | | Shareholders’ | ||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Deficit | ||||
Balance as of December 31, 2021 | | 6,900,000 | | $ | 690 | | $ | — | | $ | (21,853,536) | | $ | (21,852,846) |
Remeasurement of ordinary shares subject to redemption value | | — | | | — | | | — | | | (22,526) | | | (22,526) |
Net income |
| — | | | — | | | — | | | 3,356,489 | | | 3,356,489 |
Balance as of March 31, 2022 | | 6,900,000 | | $ | 690 | | $ | — | | $ | (18,519,573) | | $ | (18,518,883) |
Remeasurement of ordinary shares subject to redemption value | | — | | | — | | | — | | | (392,015) | | | (392,015) |
Net income | | — | | | — | | | — | | | 212,753 | | | 212,753 |
Balance as of June 30, 2022 | | 6,900,000 | | $ | 690 | | $ | — | | $ | (18,698,835) | | $ | (18,698,145) |
Remeasurement of ordinary shares subject to redemption value | | — | | | — | | | — | | | (1,248,046) | | | (1,248,046) |
Capital contribution from Sponsor | | — | | | — | | | 97,000 | | | — | | | 97,000 |
Net income | | — | | | — | | | — | | | 1,826,909 | | | 1,826,909 |
Balance as of September 30, 2022 | | 6,900,000 | | $ | 690 | | $ | 97,000 | | $ | (18,119,972) | | $ | (18,022,282) |
| | | | | | | | | | | | | | |
| | Ordinary Shares | | Additional | | | | | Total | |||||
| | Class B | | Paid-in | | Accumulated | | Shareholders’ | ||||||
|
| Shares |
| Amount |
| Capital |
| Deficit |
| Equity (Deficit) | ||||
Balance as of December 31, 2020 | | 6,900,000 | | $ | 690 | | $ | 24,310 | | $ | (5,894) | | $ | 19,106 |
Excess fair value of Private Placement Warrants | | — | | | — | | | 50,134 | | | — | | | 50,134 |
Remeasurement of ordinary shares subject to redemption value | | — | | | — | | | (74,444) | | | (28,563,378) | | | (28,637,822) |
Net income |
| — | | | — | |
| — | |
| 9,611,289 | |
| 9,611,289 |
Balance as of March 31, 2021 | | 6,900,000 | | $ | 690 | | $ | — | | $ | (18,957,983) | | $ | (18,957,293) |
Net loss | | — | | | — | | | — | | | (1,472,297) | | | (1,472,297) |
Balance as of June 30, 2021 | | 6,900,000 | | $ | 690 | | $ | — | | $ | (20,430,280) | | $ | (20,429,590) |
Net income | | — | | | — | | | — | | | 3,896,635 | | | 3,896,635 |
Balance as of September 30, 2021 |
| 6,900,000 | | $ | 690 | | $ | — | | $ | (16,533,645) | | $ | (16,532,955) |
2022
Ordinary Shares | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Deficit | |||||||||||||||||
Class B | ||||||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balance as of December 31, 2021 | 6,900,000 | $ | 690 | $ | — | $ | (21,853,536 | ) | $ | (21,852,846 | ) | |||||||||
Remeasurement of ordinary shar e s subject to redemption value | — | — | — | (22,526 | ) | (22,526 | ) | |||||||||||||
| Net income | — | — | — | 3,356,489 | 3,356,489 | |||||||||||||||
Balance as of March 31, 2022 | 6,900,000 | 690 | — | (18,519,573 | ) | (18,518,883 | ) | |||||||||||||
| Remeasurement of ordinary shares subject to redemption value | — | — | — | (392,015 | ) | (392,015 | ) | |||||||||||||
| Net income | — | — | — | 212,753 | 212,753 | |||||||||||||||
Balance as of June 30, 2022 | 6,900,000 | $ | 690 | $ | — | $ | (18,698,835 | ) | $ | (18,698,145 | ) | |||||||||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021
| | | | | | |
| | For the nine | | For the nine | ||
| | months ended | | months ended | ||
|
| September 30, 2022 |
| September 30, 2021 | ||
Cash Flows from Operating Activities: | | | | |
| |
Net income | | $ | 5,396,151 | | $ | 12,035,627 |
Adjustments to reconcile net income to net cash used in operating activities: | |
| | |
| |
Change in fair value of warrant liabilities | | | (7,744,845) | | | (13,929,066) |
Trust dividend income | | | (1,662,587) | | | (8,112) |
Offering costs allocated to warrants | | | — | | | 780,268 |
Changes in current assets and current liabilities: | |
| | | | |
Prepaid expenses | | | (55,739) | | | (254,940) |
Due to related party | | | 135,000 | | | 114,107 |
Accounts payable and accrued expenses | | | 3,779,829 | | | (129,181) |
Net cash used in operating activities | |
| (152,191) | | | (1,391,297) |
| | | | | | |
Cash Flows from Investing Activities: | | | | | | |
Investment of cash into trust account | | | — | | | (276,000,000) |
Net cash used in investing activities | | | — | | | (276,000,000) |
| |
|
| |
|
|
Cash Flows from Financing Activities: | |
|
| |
|
|
Proceeds from Initial Public Offering, net of underwriters’ discount | | | — | | | 270,480,000 |
Proceeds from convertible note to related party | | | 41,000 | | | — |
Proceeds from issuance of Private Placement Warrants | |
| — | | | 7,520,000 |
Repayment of convertible note to related party | |
| — | | | (75,000) |
Capital contribution from Sponsor | | | 97,000 | | | — |
Payments of offering costs | |
| — | | | (328,534) |
Net cash provided by financing activities | |
| 138,000 | | | 277,596,466 |
| |
|
| |
|
|
Net Change in Cash | |
| (14,191) | | | 205,169 |
Cash - Beginning of period | |
| 14,807 | | | 72,550 |
Cash - Ending of period | | $ | 616 | | $ | 277,719 |
| |
| | |
| |
Supplemental Disclosure of Non-cash Financing Activities: | |
| | |
| |
Initial value of Class A ordinary shares subject to possible redemption | | $ | — | | $ | 276,000,000 |
Remeasurement of Class A ordinary shares subject to possible redemption | | $ | 1,662,587 | | $ | — |
Initial value of warrant liabilities | | $ | — | | $ | 21,177,866 |
Deferred underwriters’ discount payable charged to additional paid-in capital | | $ | — | | $ | 9,660,000 |
For the Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 604,337 | $ | 3,569,242 | ||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||||
| Change in fair value of warrant liabilities | 1,137,067 | (6,680,267 | ) | |||||
| Trust dividend income | (2,213,036 | ) | (414,541 | ) | ||||
| Settlement of payables and due to related party | (777,871 | ) | — | |||||
| Changes in current assets and current liabilities: | ||||||||
| Prepaid expenses | 2,990 | (147,760 | ) | |||||
| Due to related party | — | 90,000 | ||||||
| Accounts payable and accrued expenses | 736,652 | 3,573,097 | ||||||
Net cash (used in) provided by operating activities | (509,861 | ) | (10,229 | ) | ||||
Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from Trust Account in connection with redemption | 238,305,063 | — | ||||||
Net cash provided by investing activities | 238,305,063 | — | ||||||
Cash Flows from Financing Activities: | ||||||||
| Capital contribution from Sponsors | 325,697 | — | ||||||
| Borrowings under the promissory note | 135,000 | — | ||||||
| Redemption of Class A ordinary share subject to possible redemption | (238,305,063 | ) | — | |||||
Net cash used in financing activities | (237,844,366 | ) | — | |||||
Net Change in Cash | (49,164 | ) | (10,229 | ) | ||||
| Cash—Beginning of period | 80,212 | 14,807 | ||||||
Cash—Ending of period | $ | 31,048 | $ | 4,578 | ||||
Supplemental Disclosure of Non-cash Financing Activities: | ||||||||
| Remeasurement of Class A ordinary shares subject to possible redemption | $ | 2,213,036 | $ | 414,541 | ||||
1 — 1—Organization and Business OperationsProptechPropTech Acquisitions (the “Company” or “Crown”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combinationBusiness Combination with one or more businesses (a “business combination”“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination.Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.SeptemberJune 30, 2022,2023, the Company had not yet commenced any operations. All activity through SeptemberJune 30, 2022,2023, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial business combination,Business Combination, at the earliest. The Company will generateThesponsor isIPO. In addition, CIIG Management III LLC (“CIIG”) entered into the Letter Agreement. CIIG also entered into that certain joinder agreement to the Registration Rights Agreement as described in further detail below.ProptechPropTech Sponsor, LLC (“Crown PropTech Sponsor”), CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG. In connection with entry into the Assignment Agreement, CIIG (i) entered into a Delaware limited liability companyLetter Agreement with the Company (the “sponsor”“Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO. As a result of the above transaction CIIG became a
5
Business Combination.
Business Combination.
TheBusiness Combination.
6
account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.
The Company’s sponsor
$673,418.
7
Risks and Uncertainties
Business Combination.
2023.
May 2, 2023.
8
requirements that apply to
2022.
in connection with redemptions. During the three and six months ended June 30, 2022, no amounts were withdrawn from the Trust Account in connection with redemptions.
The
9
| | | |
Gross proceeds from IPO |
| $ | 276,000,000 |
Less: | |
|
|
Proceeds allocated to Public Warrants, net of offering costs | |
| (13,708,000) |
Ordinary share issuance costs | |
| (15,663,595) |
Plus: | |
|
|
Remeasurement of carrying value to redemption value | |
| 29,384,940 |
Ordinary shares subject to possible redemption, December 31, 2021 | | | 276,013,345 |
Plus: | |
|
|
Remeasurement of carrying value to redemption value | |
| 1,662,587 |
Ordinary shares subject to possible redemption, September 30, 2022 | | $ | 277,675,932 |
Ordinary shares subject to possible redemption, December 31, 2022 | $ | 279,998,549 | ||
Less: | ||||
Redemption | (238,305,063 | ) | ||
Plus: | ||||
Remeasurement of carrying value to redemption value | 2,213,036 | |||
Ordinary shares subject to possible redemption, June 30, 2023 | $ | 43,906,522 | ||
| | | | | | | | | | | | |
|
| For the three months ended September 30, | ||||||||||
| | 2022 | | 2021 | ||||||||
|
| Class A |
| Class B |
| Class A |
| Class B | ||||
Basic and diluted net income per share |
| |
|
| |
|
| |
|
| |
|
Numerator: |
| |
|
| |
|
| |
|
| |
|
Allocation of net income including remeasurement of temporary equity | | $ | 1,461,527 | | $ | 365,382 | | $ | 3,117,308 | | $ | 779,327 |
| | | | | | | | | | | | |
Denominator | |
|
| |
|
| |
|
| |
|
|
Weighted-average shares outstanding | |
| 27,600,000 | |
| 6,900,000 | |
| 27,600,000 | |
| 6,900,000 |
Basic and diluted net income per share | | $ | 0.05 | | $ | 0.05 | | $ | 0.11 | | $ | 0.11 |
| | | | | | | | | | | | |
| | For the nine months ended September 30, | ||||||||||
| | 2022 | | 2021 | ||||||||
|
| Class A |
| Class B |
| Class A |
| Class B | ||||
Basic and diluted net income per share |
| |
|
| |
|
| |
|
| |
|
Numerator: |
| |
|
| |
|
| |
|
| |
|
Allocation of net income including remeasurement of temporary equity | | $ | 4,316,921 | | $ | 1,079,230 | | $ | 9,267,433 | | $ | 2,768,194 |
| | | | | | | | | | | | |
Denominator | |
|
| |
|
| |
|
| |
|
|
Weighted-average shares outstanding | |
| 27,600,000 | |
| 6,900,000 | |
| 23,454,945 | |
| 6,900,000 |
Basic and diluted net income per share | | $ | 0.16 | | $ | 0.16 | | $ | 0.40 | | $ | 0.40 |
Offering Costs
The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the public offering upon the completion of the IPO. Transaction costs amounted to $16,505,915 consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee, $795,825 of excess fair value of the Anchor Investor (as defined below) shares and $530,090 of other offering costs. Of the total transaction costs $819,794 was charged to non-operating expense in the statement of operations with the rest of the offering costs charged to temporary equity. The transaction costs were allocated based
10
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||||||
Class A | Class B | Class A | Class B | Class A | Class B | Class A | Class B | |||||||||||||||||||||||||
Basic and diluted net income per share | ||||||||||||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||||||||
| Allocation of net income including remeasurement of temporary equity | $ | 326,879 | $ | 533,330 | $ | 170,202 | $ | 42,551 | $ | 345,965 | $ | 258,372 | $ | 2,855,394 | $ | 713,848 | ||||||||||||||||
| Denominator | ||||||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 4,196,485 | 6,900,000 | 27,600,000 | 6,900,000 | 9,239,231 | 6,900,000 | 27,600,000 | 6,900,000 | ||||||||||||||||||||||||
| Basic and diluted net income per share | $ | 0.08 | $ | 0.08 | $ | 0.01 | $ | 0.01 | $ | 0.04 | $ | 0.04 | $ | 0.10 | $ | 0.10 | ||||||||||||||||
on the relative fair value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A ordinary shares.
Anchor Investors
The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors. The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of 690,000 Founder Shares to the Anchor Investors the valuation of these shares were recognized as a deferred offering cost and charged to temporary equity and other expenses. At February 11, 2021, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $795,825.
basedBased Compensation
sheets.
11
Income Taxes
The
12
Note 5 — Related Party Transactions
Founder Shares
On October
outstanding.
The sponsor
consolidated condensed statements of operations as settlement of payables.
13
such repayment if the Company does not consummate the business combination.Business Combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr. Chera.Chera (the “Conversion Right”). The warrants would be identical to the Private Placement Warrants. As
On February 11, 2021, the Company paid a fixed
contracts.
Legal Proceedings
As of$0.35 per Unit, or $9,660,000 in the date of this Form 10-Q, and in connection with the Business Combination with Brivo, Crown has received two demand letters by purported stockholders of Crown. On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things,aggregate, that the Crown board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things, that Crown provide additional disclosures relatedwas to be payable to the Business Combination. On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect tounderwriters from the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related toamounts held in the Business Combination. On June 27, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, thatTrust Account solely in the Registration Statement fails to disclose material information regarding the Brivo Business Combination. The demand letter seeks, among other things, that Crown provide additional
14
disclosures related to the Brivo Business Combination. Crown believes that the claims asserted in these demand letters are without merit and are no longer relevant given the termination of the Business Combination Agreement.
In connection with determining the probability of loss associated with such legal proceedings and whether any potential losses associated therewith are estimable, the Company takes into account what is believed to be all relevant known facts and circumstances, and what is believed to be reasonable assumptions regarding the application of those facts and circumstances to existing agreements, laws and regulations.
Accordingly, the Company can provide no assurance that the outcome of the various legal proceedingsevent that the Company is currently involved in, or will become involved with in the future, will not, individually or in the aggregate, have a material adverse effect on the Company’s balance sheet, statementcompletes an initial Business Combination.
Business Combination.
15
The Company has agreed that as soon as practicable, but in no event later than 15
16
The Private
Upon inception, the Company’s warrants were based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. inputs used to determine the fair value of the Warrant liabilities were classified within Level 3 of the fair value hierarchy.On March 30, 2021 the Company’s Public Warrants began trading on the New Yock Stock Exchange. Consequently, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.
The
17
The following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| | | | | | | | | |
September 30, 2022 |
| Level 1 |
| Level 2 |
| Level 3 | |||
Description |
| |
|
| |
|
| |
|
Assets: |
| |
|
| |
|
| |
|
Investments held in Trust Account | | $ | 277,675,932 | | $ | — | | $ | — |
Liabilities: | |
|
| |
|
| |
|
|
Working Capital Loan Option | | $ | — | | $ | — | | $ | — |
Public Warrants | |
| (230,920) | |
| — | |
| — |
Private Warrants | |
| — | |
| (125,835) | |
| — |
Fair Value of warrants and Working Capital Loan Option | | $ | (230,920) | | $ | (125,835) | | $ | — |
| | | | | | | | | |
December 31, 2021 |
| Level 1 |
| Level 2 |
| Level 3 | |||
Description |
| |
|
| |
|
| |
|
Assets: |
| |
|
| |
|
| |
|
Investments held in Trust Account | | $ | 276,013,345 | | $ | — | | $ | — |
Liabilities: | |
|
| |
|
| |
|
|
Public Warrants | | $ | (5,244,000) | | $ | — | | $ | — |
Private Warrants | | | — | | | (2,857,600) | | | — |
Fair Value of warrants and Working Capital Loan Option | | $ | (5,244,000) | | $ | (2,857,600) | | $ | — |
| June 30, 2023 | Level 1 | Level 2 | Level 3 | |||||||||
| Description | ||||||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | $ | 43,906,522 | $ | — | $ | — | ||||||
| Liabilities: | ||||||||||||
| Public Warrants | $ | 736,000 | $ | — | $ | — | ||||||
| Private Warrants | — | 401,067 | — | |||||||||
| Fair Value of warrants | $ | 736,000 | $ | 401,067 | $ | — | ||||||
| December 31, 2022 | Level 1 | Level 2 | Level 3 | |||||||||
| Description | ||||||||||||
| Assets: | ||||||||||||
| Investments held in Trust Account | $ | 279,998,549 | $ | — | $ | — | ||||||
| Liabilities: | ||||||||||||
| Working Capital Loan Option | $ | — | $ | — | $ | — | ||||||
| Public Warrants | — | — | — | |||||||||
| Private Warrants | — | — | — | |||||||||
| Fair Value of warrants and Working Capital Loan Option | $ | — | $ | — | $ | — | ||||||
The following table provides a reconciliation of changes in the Level 3 fair value classification for the three and nine months ended September 30, 2021:
| | | |
Fair value at December 31, 2020 |
| $ | — |
Initial value at February 11, 2021 | |
| 21,177,866 |
Change in fair value | |
| (10,517,866) |
Fair Value at March 31, 2021 | | $ | 10,660,000 |
Reclassification of Private Warrants to Level 2(1) | | | (4,110,933) |
Reclassification of Public Warrants to Level 1(1) | | | (7,544,000) |
Change in fair value | | | 994,933 |
Fair Value at September 30, 2021 | | $ | — |
(1)Assumes the warrants were reclassified on June 30, 2021
18
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited consolidated condensed financial statements were issued. Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements other than the matters discussed below.
Following a confidential settlement arrangement (the “Settlement Arrangement”), the Company is no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.
In December 2022 and January 2023, the Company settled $7,008,070 due to vendors, including its legal counsel, for total cash payments of $514,964. In order to make such cash payments, the Company utilized a combination of (i) amounts received under the Settlement Arrangement and (ii) additional working capital loans from Richard Chera. In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, that was to be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “Crown,” “our,” “us” or “we” refer to Crown PropTech Acquisitions. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). Our sponsor issponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company and CIIG Management III LLC (“sponsor”CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”).
The registration statement for our initial public offering (the “IPO”) became effective on February 8, 2021. On February 11, 2021, we consummated the IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.7$9.66 million in deferred underwriting commissions.
Simultaneously with the closing of the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the sponsor,Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.
Upon the closing of the IPO and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.
20
TableOn February 9, 2023, our shareholders approved an amendment to amend and restate our Amended and Restated Memorandum and Articles of ContentsAssociation to extend the date by which we must consummate an initial Business Combination from February 11, 2023 to February 11, 2024.
If we have not completed a business combination within 24 months from the closing of the IPO, orby February 11, 20232024 (the “Combination Period”), and our shareholders do not otherwise approve an extension of time to consummate an initial business combination, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination Period, , including any extension thereto that may be approved by our shareholders.
On August 12, 2022, Dr. Pius Sprenger ourinformed the Board of his decision to resign as Chief Financial Officer and a member of the board of directors of Crownthe Company (the “Board”), notified the Board of his resignation from the Board and from his role as Chief Financial Officer of Crown, effective immediately. As of the date of this report, Richard Chera, Crown'sthe Company’s then Chief Executive Officer is also actingassumed the duties as the principal financial officer.
17
In addition, on August 12, 2022, Dr. Martin Enderle informed the Board of his decision to resign as a member of the Board and chair of the audit committee of the Board (the “Audit Committee”), notified the Board of his resignation from the Board and from the Audit Committee, effective immediately. Concurrently with Dr. Enderle’s resignation, Frits van Paasschen, a member of the Board and of the Audit Committee, assumed the role of chair of the Audit Committee.
On January 17, 2023, Richard Chera informed the Company of his decision to resign as Chief Executive Officer (“CEO”), and principal financial and accounting officer of the Company, effective immediately. Mr. Chera’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company. Mr. Chera shall continue to serve as a director of the Company.
On January 17, 2023, the Board appointed Mr. Gavin Cuneo and Mr. Michael Minnick as co-CEOs of the Company, effective immediately.
Additionally, in connection with this appointment, each of Mr. Cuneo and Mr. Minnick entered into an Indemnity Agreement and a Letter Agreement with the Company on the same terms as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s IPO. In addition, CIIG entered into the Letter Agreement. CIIG also entered into that certain joinder agreement to the Registration Rights Agreement as described in further detail below.
On January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG. In connection with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO.
Beginning on January 31, 2023, and continuing until the Company’s February 9, 2023 extraordinary general meeting of shareholders “Extraordinary General Meeting”), the Company and CIIG entered into certain non-redemption agreements and assignments of economic interests (the “Non-Redemption Agreements”) with certain investors (the “Non-Redeeming Investors”). The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 1,500,000 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 4,000,000 Class A ordinary shares at the Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 1,500,000 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business Combination.
On May 5, 2023, Frits van Paasschen, a member of the Board and chair of the Audit Committee, chair of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee, notified the Board of his resignation from the Board, effective upon the acceptance by the Board, which the Board accepted on May 8, 2023. Mr. van Paasschen’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.
On May 8, 2023, the Board elected Chris Rogers as a member of the Board, chair of the Audit Committee, a member of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee, effective immediately.
Termination of the Proposed Brivo Transaction
On November 10, 2021, we entered into a business combination agreement (the “BCA” or the “Business Combination Agreement”), by and among (i) the Company, (ii) Crown PropTech Merger Sub I Corp, a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crown (“Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo” and all the parties to the Business Combination Agreement, the “Parties to the Business Combination Agreement”) (the “Business Combination”). The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including, but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below).
In connection with the signing of the Business Combination Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”). Pursuant to the terms of the Subscription Agreements, each PIPE Investor had the right to terminate its Subscription Agreement after July 9, 2022, if the closing of the Business Combination had not occurred as of such date or at any date and time as the Business Combination Agreement is validly terminated.
Golub Capital LLC and its affiliates (such entity, together(together with its affiliates, “Golub”“Golub”), a PIPE Investor, subscribed for PIPE Notes with an aggregate principal amount of $68 million. On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination washad not been consummated by July 9, 2022.
On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination. As a result of such election, the Business Combination was immediately terminated. In addition, the rest of the Subscription Agreements were automatically terminated.
18
Following a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.
On January 13, 2023, the Company formally withdrew its Form S-4 Registration Statement from the SEC associated with the BCA.
Settlement of Payables
In April and January 2023 and December 2022, the Company settled $400,000, $377,871 and $6,472,941, respectively, for an aggregate $7,250,812 due to vendors and related parties. In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, that was to be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
21
For the three months ended SeptemberJune 30, 2023, we had a net income of $860,209. We had a settlement of payables of $400,000, a change in fair value of warrant liability of $284,266 and income on our trust account for $511,717, partially offset by $335,774 of operating costs.
For the six months ended June 30, 2023, we had a net income of $604,337. We incurred income on our trust account for $2,213,036 and settled payables $777,871, partially offset by $1,249,503 of operating costs consisting mostly of legal fees and had a change in fair value of warrant liability of $1,137,067.
For the three months ended June 30, 2022, we had a net income of $1,826,909.$212,753. We incurred $485,715$2,311,262 of operating costs consisting mostly of legal fees, generated income on our trust account for $1,248,046$392,015 and had a change in fair value of warrant liability of $1,064,578.$2,132,000.
For the ninesix months ended SeptemberJune 30, 2022, we had a net income of $5,396,151.$3,569,242. We incurred $4,011,281$3,525,566 of operating costs consisting mostly of legal fees, generated income on our trust account for $1,662,587,$414,541, and had a change in fair value of warrant liability of $7,744,845.$6,680,267.
For the three months ended September 30, 2021, we had a net income of $3,896,635. We incurred $513,738 of operating costs consisting mostly of general and administrative expenses, generated income on out trust account for $4,240, and had a change in fair value of warrant liability of $4,406,133.
For the nine months ended September 30, 2021, we had a net income of $12,035,627. We incurred $1,121,283 of formation and operating costs consisting mostly of general and administrative expenses, incurred offering expenses related to warrant issuances of $780,268, generated income on out trust account for $8,112, and had a change in fair value of warrant liability of $13,929,066.
Liquidity, Capital Resources and Going Concern
On February 11, 2021, we consummated our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the IPO price to cover over-allotments. The Units were sold, generating gross proceeds of $276,000,000. Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsorCrown PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.
Following the IPO, the sale of the Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes. We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs. In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.
For the ninesix months ended SeptemberJune 30, 2023, cash used in operating activities was $509,861, resulting primarily from the net income of $604,337 which was impacted by unrealized loss on change in fair value of warrant liabilities of $1,137,067, settlement of payables $777,871, trust dividend income of $2,213,036 and changes in operating assets and liabilities of $739,642.
For the six months ended June 30, 2022, cash used in operating activities was $152,191,$10,229, resulting primarily from the net income of $5,396,151$3,569,242 which was impacted by unrealized gain on change in fair value of warrant liabilities of $7,744,845$6,680,267 and trust dividend income of $1,662,587$414,541 and offset by changes in operating assets and liabilities used $3,859,090$3,515,337 of cash from operating activities. Cash provided from financing activities include borrowings under the Convertible Note of $41,000 and capital contributions from the Sponsor of $97,000.
19
As of SeptemberJune 30, 20222023 and December 31, 2021,2022, we had cash outside the trust account of $616$31,048 and $14,807$80,212 available for working capital needs and working capital deficits of $8,005,527$1,658,590 and $4,091,246,$1,512,654, respectively. All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares. As of SeptemberJune 30, 20222023 and December 31, 2021,2022, none of the amount in the trust account was available to be withdrawn as described above.
Through SeptemberJune 30, 2022,2023, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and a capital contributioncontributions from the SponsorSponsors of $97,000 in the third quarter of 2022.
On October 13, 2020, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”). The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. On February 11, 2021, the Company had repaid the Promissory Note in full. After the Initial Public Offering, no future borrowings are permitted under this Promissory Note.$673,418.
On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “Convertible Note”). The Convertible Note
22
is non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which we consummate a business combination. If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination. Up to $1,500,000On May 31, 2023, and effective as of January 17, 2023, the Convertible Note may be converted into warrants at a pricewas amended and restated (the “A&R Note”) in the aggregate principal amount of $1.50 per warrant at the option of Mr. Chera. The warrants would be identicalup to the Private Placement Warrants. As of September 30, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $491,000.
We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans. We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered$1,000,000 to be one yeardue on the earlier of: (i) February 11, 2024; (ii) the date on which the Company consummates a Business Combination or (iii) the effective date of a liquidation of the Company. Additionally, due to a waiver by Mr. Chera, the A&R Note no longer provides for the issuance date of the financial statements. Although no formal agreement exists, the sponsor is committed to extend loans as needed. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all, or that our plans to consummate an initial business combination will be successful.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about our ability to continue as a going concern. We have until February 2023, or the end of any extension to the Combination Period, to consummate a business combination. If a business combination is not consummated by this date, and our shareholders do not approve an extension of such date, there will be a mandatory liquidation and subsequent dissolution.Conversion Right.
Commitments and Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. On November 10, 2021 (but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, the sponsor,Crown PropTech Sponsor, Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement. As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.
Underwriting Agreement
On February 11, 2021, we paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate. Additionally, aA deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, will bewas payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement. As disclosed under “Note 10. Subsequent Events” of the accompanying unaudited consolidated condensed financial statements, inIn December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.
Advisory Service Agreements
We may enlist various entities as capital market advisors to assist in the identification and consummation of an initial business combination. Fees for such services will be payable only upon consummation of an initial business combination by us.
23
TableDuring the fourth quarter of Contents2022, these contracts with the advisors have been terminated and no amounts were paid or due under the contracts.
Administrative Support Agreement
We havepreviously entered into an administrative agreement to pay the sponsorCrown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.team (the “Administrative Support Payments”). Pursuant to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are no longer required to pay any such payments. As of SeptemberJune 30, 2022,2023, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.
Attorney Fees
We incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination. As of SeptemberJune 30, 2022, total fees incurred amounted to $6.5 million. Of the total2023, we fully paid a settled amount in legal fees 20% or $1.3 million were contingent upon consummation of a business combination. As disclosed under “Note 10. Subsequent Events” of the accompanying unaudited consolidated condensed financial statements, in December 2022 and January 2023, the Company settled $7,008,070 due to vendors, including the $6.5 million of legal fees incurred as of September 30, 2022, for total cash payments of $514,964. In order to make such cash payments, we utilized a combination of (i) amounts received under a confidential settlement arrangement we entered into relating to the termination ofassociated with the Brivo Business Combination and (ii) additional working capital loans from Richard Chera.Combination.
20
ConvertibleA&R Note
On November 30, 2021, we entered into a convertible promissory note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000. On May 31, 2023, and effective as of January 17, 2023, the promissory note was amended and restated in the aggregate principal amount of up to $1,000,000. See “Liquidity and Capital Resources.”
Contractual Obligation
We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described above.
Critical Accounting Policies
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited consolidated condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as stockholders’shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of SeptemberJune 30, 2023 and December 31, 2022, 4,196,485 and 27,600,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equitydeficit section of the Company’s balance sheet.sheets, respectively.
Net LossIncome per Ordinary Shares
We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,213,333 potential ordinary shares for outstanding warrants to purchase our
24
shares were excluded from diluted earnings per share for the three and six months ended SeptemberJune 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
Anchor Investors
The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors. The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of 690,000 Founder Shares to the Anchor Investors the valuation of these shares werewas recognized as a deferred offering cost and charged to temporary equity and other expenses. At February 11, 2021, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $795,825.
Recent Accounting Pronouncements
In August 2020,See Note 2 to the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separationstatements required by Item 1 of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. We adopted ASU 2020-06this Quarterly Report on January 1, 2022 and the standard was applied on a full retrospective basis. There was no material impact on our financial position, results of operations or cash flows.Form 10-Q.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated condensed financial statements.
Off-Balance Sheet Arrangements
As of SeptemberJune 30, 2022,2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
21
JOBS Act
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited consolidated condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.
25
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2022, we were not subject to any material market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.
We haveare a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not engaged in any hedging activities since our inception and we do not expectrequired to engage in any hedging activities with respect toprovide the market risk to which we are exposed.information otherwise required under this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our ChiefCo-Chief Executive Officer,Officers, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We determined that we had initially recordedAs required by Rules 13a-15 and 15d-15 under the Exchange Act, our publicCo-Chief Executive Officers carried out an evaluation of the effectiveness of the design and private warrants as equity instruments insteadoperation of as liabilities in our balance sheetdisclosure controls and procedures as of March 26, 2021, which we filed on Form 8-K on April 1, 2021.
On June 1, 2021, we filed with30, 2023. Based upon their evaluation, our Co-Chief Executive Officers concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SEC Amendment No. 1 on Form 8-K/AExchange Act) were not effective, due solely to amend and restate our audited balance sheet to reflect the classification of our warrants as a liability, in accordance with the SEC April 12, 2021 statement.
In addition, as part of a subsequent review of our accounting for more complex equity situations, we also changed our accounting methodology for our Class A ordinary shares subject to possible redemption to be in accordance with guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable equity instruments (including equity instruments that feature redemption rights that are either with the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Accordingly, we have determined that all of our outstanding Class A ordinary shares should be presented as temporary equity.
On June 1, 2021, management identified a material weakness in our internal control over financial reporting related to the Company’s accounting offor complex financial instruments dueinstruments. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes that the errorsfinancial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
Management has identified a material weakness in internal controls related to the classification of our warrants and Class A ordinary shares, as described above. To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control overaccounting for complex financial reporting.instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
On December 9, 2021, we filed with the SEC Amendment No. 2 on Form 8-K/A to amend and restate our audited balance sheet to reflect the changes resulting from our determination that all of our outstanding Class A ordinary shares should be presented as temporary equity.
On December 10, 2021, we filed with the SEC Amendment No. 1 on Form 10-Q/A to amend and restate our previously issued financial statements to reflect the changes resulting from our determination that all of our outstanding Class A ordinary shares should be presented as temporary equity.
26
Due to the impact of these errors in the classification of our warrants and Class A ordinary shares subject to possible redemption, we determined that a material weakness exists in our internal control over financial reporting.
As required by Rules 13a-15f and 15d-15 under the Exchange Act, Richard Chera, our Chief Executive Officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022. Based upon his evaluation, Richard Chera, our Chief Executive Officer and principal financial officer, concluded that our disclosure controls and procedures relating to financial instruments (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of September 30, 2022.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the ninethree and six months ended SeptemberJune 30, 2022,2023, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
2722
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
As We are not currently aware of the date of this Form 10-Q, and in connection with the Brivo Business Combination, we have received two demand letters by purported shareholders of Crown. On January 4, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that our board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things,any such proceedings or claims that we provide additional disclosures related to the Brivo Business Combination. On January 14, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that we filed a registration statement (the “Registration Statement”) that omits material information with respect to the Brivo Business Combination. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. On June 27, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding the Brivo Business Combination. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. We believe that the claims asserted in these demand letters are without merit and are no longer relevant given the termination of the Business Combination Agreement.
On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo had elected to terminate the Business Combination. As a result of such election, the Business Combination was immediately terminated. We believe that prior to termination, Brivo breached the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M. Drako, the Chairman of the board of directors of Brivo, breached the Stockholder Support Agreement (as definedwill have, individually or in the Business Combination Agreement), in each case, including breaching their respective obligations not to take certain actions in connection withaggregate, a Company Acquisition Proposal (as defined in the Business Combination Agreement). Following a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the terminationmaterial adverse effect on our business, financial condition or results of the Brivo Business Combination.operations.
Item 1A. Risk Factors
Other thanFactors that could cause our actual results to differ materially from those in this Quarterly Report on Form 10-Q include the riskrisks described in our Annual Report on Form 10-K filed with the SEC on May 2, 2023 and our Quarterly Report on Form 10-Q filed with the SEC on June 2, 2023. Any of these factors below,could result in a significant or material adverse effect on our business, financial condition or future results. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes fromto the risk factors previouslyrisks disclosed in the Company'sour Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 12, 2022, and the Company'sMay 2, 2023 or Quarterly Report on Form 10-Q for the three months ended June 30, 2022, filed with the SEC on August 23, 2022.June 2, 2023.
On August 10, 2022, the Business Combination Agreement was terminated, and if Crown is not able to complete another business combination by February 11, 2023, as such date may be extended pursuant to the existing governing documents, Crown would cease all operations except for the purpose of winding up and Crown would redeem Crown Class A ordinary shares and liquidate the Trust Account, in which case the public shareholders may only receive their pro rata share of the funds in the Trust Account and Crown warrants will expire worthless.
On August 10, 2022, the Business Combination Agreement was terminated and Crown may not be able to timely complete another business combination with a new target. Crown may not be able to complete another business combination due to, among other reasons, (i) the relatively short period of time left until February 11, 2023, as such date may be extended pursuant to Crown's existing governing documents, which may not be enough time to find, agree upon and approve a new business combination, (ii) the changes in the U.S. and global capital markets conditions, (iii) the rapid changes in the U.S. and global economy, including the increasing of inflation rates and interest rates, and (iv) the capital and resources Crown spent in order to pursue the Brivo Business Combination. If Crown is not able to complete a business combination by February 11, 2023, as such date may be extended pursuant to Crown’s existing governing documents, Crown will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Crown shareholders and the Board, liquidate and dissolve, subject in each case to Crown's obligations under Cayman Islands
28
law to provide for claims of creditors and the requirements of other applicable law. In such case, the public shareholders may only receive their pro rata share of the funds in the Trust Account and Crown warrants will expire worthless.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
Unregistered Sales
None.
Use of Proceeds
Of the $283,520,000 in proceeds, we received from our IPO and the sale of the Private Placement Warrants, a total of $276,000,000 was placed in the Trust Account.
There has beenwere no material changeunregistered sales of our equity securities during the period covered by this Quarterly Report which were not previously reported in the planned use of proceeds from such use as described in the Company’s final prospectus (File No. 333-252307), dated February 8, 2021, and filed with the SEC pursuant to Rule 424 under the Securities Acta Current Report on February 10, 2021.
Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
23
Item 6. Exhibits.
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
2924
SIGNATURES
Pursuant to the requirements 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 13th day of January, 2023.authorized.
| CROWN PROPTECH ACQUISITIONS | |||||||
| Date: August 14, 2023 | By: | /s/ | |||||
| Name: | Gavin M. Cuneo | ||||||
| Title: | Co-Chief Executive Officer | ||||||
| (Principal Financial and Accounting Officer) | |||||||
| By: |
|
| |||||
|
| Name: | Michael Minnick | ||||
| Title: | Co-Chief Executive Officer | ||||||
3025