Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2021 | |
Document and Entity Information [Abstract] | |
Document Type | S-4/A |
Entity Registrant Name | CROWN PROPTECH ACQUISITIONS |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Central Index Key | 0001827899 |
Amendment Flag | true |
Amendment Description | Amendment No. 2 |
BALANCE SHEET
BALANCE SHEET - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 14,807 | $ 72,550 |
Prepaid expenses | 75,898 | |
Deferred offering costs associated with IPO | 201,556 | |
Total current assets | 90,705 | 274,106 |
Cash held in Trust account | 276,013,345 | |
Total assets | 276,104,050 | 274,106 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,572,844 | 180,000 |
Due to related party | 159,107 | |
Convertible note | 450,000 | |
Sponsor loans | 75,000 | |
Total current liabilities | 4,181,951 | 255,000 |
Warrant liabilities | 8,101,600 | |
Deferred underwriters' discount | 9,660,000 | |
Total liabilities | 21,943,551 | 255,000 |
Commitments | ||
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value | 276,013,345 | |
Shareholders' (deficit) equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||
Additional paid-in capital | 24,310 | |
Retained earnings | (21,853,536) | (5,894) |
Total shareholders' (deficit) equity | (21,852,846) | 19,106 |
Total liabilities and shareholders' (deficit) equity | 276,104,050 | 274,106 |
Class A Common Stock Subject to Redemption | ||
Current liabilities: | ||
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value | 276,013,345 | |
Class B Common Stock | ||
Shareholders' (deficit) equity: | ||
Common stock | $ 690 | $ 690 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Class A ordinary shares | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 200,000,000 | 200,000,000 |
Common shares, shares issued | 0 | 0 |
Common shares, shares outstanding | 0 | 0 |
Class A Common Stock Subject to Redemption | ||
Temporary equity, shares outstanding | 27,600,000 | |
Class B Common Stock | ||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized | 20,000,000 | 20,000,000 |
Common shares, shares issued | 6,900,000 | 6,900,000 |
Common shares, shares outstanding | 6,900,000 | 6,900,000 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Formation and operating costs | $ 5,984 | $ 5,580,262 |
Loss from operations | (5,984) | (5,580,262) |
Other Income (Loss) | ||
Trust dividend income | 13,345 | |
Change in fair value of warrant liabilities | 0 | 13,076,266 |
Offering expenses related to warrant issuance | (819,794) | |
Total other income | 12,269,817 | |
Net income (loss) | $ (5,984) | $ 6,689,555 |
Class A ordinary shares | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 24,499,726 | |
Weighted average shares outstanding, diluted | 0 | 24,499,726 |
Net income per share, basic | $ 0.21 | |
Net income per share, diluted | $ 0 | $ 0.14 |
Class A Common Stock Subject to Redemption | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 24,499,726 | |
Weighted average shares outstanding, diluted | 0 | 24,499,726 |
Net income per share, basic | $ 0.21 | |
Net income per share, diluted | $ 0 | $ 0.21 |
Class A Common Stock Not Subject to Redemption | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 5,000,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 5,000,000 | 6,900,000 |
Net income per share, basic | $ 0 | $ 0.21 |
Net income per share, diluted | $ 0 | $ 0.21 |
Class B Common Stock | ||
Other Income (Loss) | ||
Weighted average shares outstanding, basic | 45,000,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 45,000,000 | 6,900,000 |
Net income per share, basic | $ 0 | $ 0.21 |
Net income per share, diluted | $ 0 | $ 0.14 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Class B Common StockCommon Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at Sep. 23, 2020 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Sep. 23, 2020 | 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Sale of Founder Shares | $ 690 | 24,310 | 25,000 | |
Sale of Founder Shares (in shares) | 6,900,000 | |||
Net income (loss) | (5,894) | (5,984) | ||
Balance at Dec. 31, 2020 | $ 690 | 24,310 | (5,894) | 19,106 |
Balance (in shares) at Dec. 31, 2020 | 6,900,000 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Excess fair value of Private Placement Warrants | 50,134 | 50,134 | ||
Excess fair value of anchor shares | 795,825 | 795,825 | ||
Remeasurement of ordinary shares subject to possible redemption | $ (74,444) | (29,333,022) | (29,407,466) | |
Net income (loss) | 6,689,555 | 6,689,555 | ||
Balance at Dec. 31, 2021 | $ 690 | $ (21,853,536) | $ (21,852,846) | |
Balance (in shares) at Dec. 31, 2021 | 6,900,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (5,894) | $ 6,689,555 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Change in fair value of warrant liabilities | 0 | (13,076,266) |
Trust dividend income | (13,345) | |
Offering costs allocated to warrants | 819,794 | |
Changes in current assets and current liabilities: | ||
Prepaid expenses | (75,898) | |
Due to related party | (159,107) | |
Accounts payable and accrued expenses | (21,556) | (3,392,844) |
Net cash used in operating activities | (27,450) | (2,104,209) |
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 issuance of Private Placement Warrants | 7,520,000 | |
Proceeds from issuance of Founder Shares | 25,000 | |
Proceeds from promissory note to related party | 75,000 | 450,000 |
Repayment of promissory note to related party | (75,000) | |
Payments of offering costs | (328,534) | |
Net cash provided by financing activities | 100,000 | 278,046,466 |
Net Change in Cash | 72,550 | (57,743) |
Cash - Beginning of period | 72,550 | |
Cash - Ending of period | $ 72,550 | 14,807 |
Supplemental Disclosure of Non-cash Financing Activities: | ||
Initial value of Class A ordinary shares subject to possible redemption | 246,605,879 | |
Remeasurement of Class A ordinary shares subject to possible redemption | 29,407,466 | |
Initial value of warrant liabilities | 21,177,866 | |
Deferred underwriters' discount payable charged to additional paid-in capital | $ 9,660,000 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Organization and Business Operations | |
Organization and Business Operations | Note 1 — Organization and Business Operations Organization and General Crown Proptech Acquisitions (the “Company”) 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 combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a 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. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $276,000,000 , which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Trust Account Following the closing of the IPO on February 11, 2021, an amount of $276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Proposed Business Combination with Brivo On November 10, 2021 the Company entered into a business combination agreement (the “Business Combination Agreement”), by and among (i) the Company (ii) Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company “Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo”). Subject to the terms and conditions of the Business Combination Agreement, on the day prior to the closing date of the Brivo Business Combination (the “Closing Date”), the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Brivo, Inc.” (“New Brivo”). In connection with the signing of the Business Combination Agreement, the Company entered into certain subscription agreements (the “Subscription Agreements”) with certain investors (the “Convertible Debt Investors”), pursuant to which the Convertible Debt Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Convertible Debt Investors, following the Domestication, an aggregate of $75.0 million in principal amount of convertible notes to be issued pursuant to an indenture (the “Indenture”), or the Convertible Debt Notes, for aggregate gross proceeds of $75.0 million. The Convertible Debt Notes are convertible at the option of holders into New Brivo Class A Common Stock at a conversion price of $11.50 per share. One of the Convertible Debt Investors is an affiliate of Brivo that has agreed to subscribe for $ 2.0 million in principal amount of Convertible Debt Notes. Neither the Convertible Debt Notes nor the New Brivo Class A Common Stock to be issued upon conversion of the Convertible Debt Notes have been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Convertible Debt Notes will have a five-year term and will bear interest in the first two years at SOFR+ 9.25% if paid in cash and SOFR+ 9.50% if paid in kind. The interest rate under the Convertible Debt Notes will increase by 1.0% per annum after the first two years. The Convertible Debt Notes will be issued with an original issue discount of 3.0% of the aggregate principal amount of the Convertible Debt Notes. The obligation of the subscribers to close the purchase of the Convertible Debt Notes is subject to certain closing conditions, including the Company satisfying the Minimum Unrestricted Cash Condition as defined in the Business Combination Agreement. The Indenture includes certain covenants, including the requirement that New Brivo maintain at all times after the closing of the Brivo Business Combination, at least $35,000,000 of unrestricted cash and, to the extent a revolving credit facility exists at least $50,000,000 of unrestricted cash on hand together with any unused revolver availability, if any. In addition, the maximum debt-to-recurring revenue ratio shall be 3.00 x starting the first full quarter after Closing, then declining 0.20 x per quarter until reaching 1.50 x, and remaining flat thereafter. In connection with the offering of the Convertible Debt Notes, the Company agreed that following the closing of the Brivo Business Combination, an affiliate of Golub, a Convertible Debt Investor, will be entitled to designate one person to attend all meetings of the board of directors and its committees as an observer, subject to certain customary exceptions. Such right shall exist until the date Golub holds less than $36.5 million aggregate principal amount of Convertible Debt Notes. The Subscription Agreements provide Convertible Debt Investors with certain registration rights. In particular, the Company is required to, no later than 45 calendar days after the consummation of the Brivo Business Combination, submit to or file with the SEC a registration statement registering the resale of the shares of New Brivo Class A Common Stock issuable upon conversion of the Convertible Debt Notes. Additionally, the Company is required to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60 th calendar day (or 90 th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the Closing Date and (ii) the 10 th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The registration rights under the Subscription Agreements are separate and distinct from those provided for in the registration rights agreement. The Convertible Debt Financing is contingent upon, among other things, the closing of the Brivo Business Combination. Concurrently with the execution of the Business Combination Agreement (but effective as of the closing of the Brivo Business Combination) New Brivo, the sponsor, Anchor Investor and certain other stockholders and directors and officers of the Company and Brivo entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), which will terminate and replace the existing registration rights agreement among the Company, sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of the Company and Brivo will be granted certain customary demand and “piggyback” registration rights with respect to their shares of New Brivo Class A Common Stock, (ii) sponsor will be subject to a one-year lock-up period for its shares of New Brivo Class A Common Stock, which lock-up period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the New York Stock Exchange equals or exceeds $12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days following the closing of the Brivo Business Combination and (iii) certain stockholders of Brivo will be subject to a 270 -day lock-up of their shares of New Brivo Class A Common Stock. The Restated Registration Rights Agreement provides that New Brivo will file with the SEC within 45 days following the Closing Date, a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale covering the resale of all the Registrable Securities, as defined in the Registration Rights Agreement, and will use commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to 90 days after the filing deadline if the Registration Statement is reviewed by, and the Company receives comments from, the SEC. The parties to the Registration Rights Agreement will be entitled to make demand registrations in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds. The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions. New Brivo will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement. Concurrently with the execution of the Business Combination Agreement, certain stockholders of Brivo entered into that certain Stockholder Support Agreement with the Company, dated as of November 10, 2021 (as amended by Amendment No. 1 thereto on February 9, 2022, the “Stockholder Support Agreement”), pursuant to which such stockholders have agreed to, among other things, (i) subject to the applicable Brivo stockholders having previously delivered the Written Consent (as defined in the Business Combination Agreement), vote in favor of the Business Combination Agreement and the transactions contemplated thereby, and (ii) be bound by certain other covenants and agreements related to the Brivo Business Combination. Shortly after the Business Combination Agreement was entered into, certain Brivo stockholders delivered the Written Consent approving certain matters in connection with the Brivo Business Combination. No further approvals of any Brivo stockholders are required in connection with the Brivo Business Combination. In connection with the Brivo Business Combination, the sponsor and certain shareholders of the Company that collectively with the sponsor own 6,210,000 Class B ordinary shares of the Company agreed pursuant to that certain Sponsor Agreement to, among other things, (i) with limited exceptions, vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers) and (ii) waive any adjustment to the Share Conversion Ratio set forth in the existing governing documents with respect to all Class B ordinary shares of the Company, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. As of the date of the Registration Statement, the sponsor and the other shareholders of the Company subject to the voting obligations under the Sponsor Agreement collectively own approximately 17.9% of the issued and outstanding ordinary shares. In addition, the sponsor has agreed that 2,384,000 of the shares of New Brivo Class A Common Stock to be issued to sponsor in the Domestication in respect of the Class B ordinary shares of the Company held by the sponsor as of the date of the Sponsor Agreement (such 2,384,000 shares of New Brivo Class A Common Stock, the “Crown Earn-Out Shares”) will be subject to vesting requirements. The Crown Earn-Out Shares will vest in two equal 1,192,000 tranches based on the achievement of post-Closing share price targets of New Brivo Class A Common Stock of $13.00 and $15.00 , respectively, in each case, for any 20 trading days within any 30 trading-day period commencing at any time after the Closing Date and ending on or prior to the fifth anniversary of the Closing Date. A given achievement metric described above is also achieved if there is a transaction during the relevant period that results in the shares of New Brivo Common Stock being converted into the right to receive cash or other consideration having a per share value (in the case of any non-cash consideration, as provided in the definitive transaction documents for such transaction, or if not so provided, as determined by the New Brivo board of directors in good faith) in excess of the applicable post-Closing share price target set forth above. The Crown Earn-Out Shares that have not vested by the fifth anniversary of the Closing shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration. Prior to vesting or forfeiture, the Crown Earn-Out Shares will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 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, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of December 31, 2021, the Company had cash outside the Trust Account of $14,807 available for working capital needs and working capital deficit of $4,091,246 . All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s 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. The Company anticipates that the $14,807 outside of the Trust Account as of December 31, 2021, and the amount available under the Working Capital Loans will be sufficient to allow the Company to operate until it consummates the proposed Brivo Business Combination and the related funding from the Subscription Agreements. In connection with the Company’s 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,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Marketable Securities Held in Trust Account At December 31, 2021, the Trust Account had $276,013,345 held in marketable securities. During period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . At December 31, 2021, the Company has not experienced losses on this account. 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, ordinary shares are classified as stockholders’ 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 December 31, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants, net of offering costs (13,708,000) Ordinary share issuance costs (15,686,121) Plus: Remeasurement adjustment of carrying value to redemption value 29,407,466 Ordinary shares subject to possible redemption $ 276,013,345 Net Income (Loss) per Ordinary Shares The Company has 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. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the year ended December 31, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods. For the period from September 24, 2020 For the year ended (inception) through December 31, 2021 December 31, 2020 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 $ 5,219,544 $ 1,470,011 $ — $ (5,894) Denominator Weighted-average shares outstanding 24,499,726 6,900,000 — 45,000,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ (0.00) 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 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 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 . Share based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares (the “Vesting Date”). The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 24 months from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in February 2021 (“Grant Date”), and the shares vested immediately. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation for the 250,000 shares in excess of the amount paid was not material. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Standards During August 2020, 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 separation 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. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering | |
Initial Public Offering | Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one -third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $11.50 per share. |
Private Placement Warrants
Private Placement Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement Warrants. | |
Private Placement Warrants | Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per warrant ( $7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 5 — Related Party Transactions Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000 (the “Founder Shares”). On February 9, 2021, the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares, resulting in 6,900,000 shares of Class B ordinary shares being issued and outstanding . On February 11, 2021, the Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $2,500 . In February 2021 the Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors. After transferring shares to the Anchor Investors, directors and advisors, the Sponsor owns 5,960,000 Founder Shares. The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Promissory Note — Related Party On October 13, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. As of December 31, 2021, the Company had repaid the Sponsor note in full. At December 31, 2021, no future borrowing are permitted under this Promissory Note. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $15,000 per month for office space and administrative support services. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In addition, In order to finance transaction costs in connection with a business combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On November 30, 2021, the Company entered into a convertible note with Richard Chera, its Chief Executive Officer and director, pursuant to which the Mr. Chera agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Note”). The Convertible Note 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 the Company does not consummate a business combination, the Company 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 the Company does not consummate the 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. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000 . |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 6 — Commitments & 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on 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 “piggy-back” 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. Underwriters Agreement On February 11, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate. Additionally, a deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, will 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, subject to the terms of the underwriting agreement. Attorney Fees The Company has incurred business combination related legal fees, none of which are payable until consummation of the proposed Brivo Business Combination. At December 31, 2021 total fees incurred amounted to approximately $4.4 million. Of the total legal fees, 20% or approximately $880,000 are contingent upon consummation of a business combination. If the Company is unable to complete a business combination within the Combination Period, no funds held in the Trust Account may be used to settle any balance due. The Company continues to incur business combination related legal fees and the ultimate amount of such payments will be quantified at or near the time of closing. Legal Proceedings As of the date of this Form 10-K, 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, 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 related 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 to the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted. Additional potential plaintiffs may file lawsuits challenging the Business Combination. The outcome of any future litigation is uncertain. 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 proceedings 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, statement of operations or cash flows. |
Stockholders (Deficit) Equity
Stockholders (Deficit) Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' (Deficit) Equity | |
Stockholders' (Deficit) Equity | Note 7 — Stockholders’ (Deficit) Equity Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At December 31, 2021, there were no preference shares issued or outstanding . Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At December 31, 2021, there were no shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $0.0001 each. At December 31, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding . Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial business combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a business combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s business combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a business combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a business combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. 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. The 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 Company’s management believes the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants are based on the valuation of the Public Warrants. The fair value of the Private Warrant liability classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets. The following table presents fair value information as of December 31, 2021 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. Level 1 Level 2 Level 3 Description Assets: Cash held in Trust Account $ 276,013,345 $ — $ — Liabilities: Public Warrants $ (5,244,000) $ — $ — Private Warrants — (2,857,600) — Fair Value of warrants as of December 31, 2021 $ (5,244,000) $ (2,857,600) $ — The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at December 31, 2020 $ — Initial value at February 11, 2021 21,177,866 Change in fair value (9,522,933) Reclassification of Private Warrants to Level 2(1) (4,110,933) Reclassification of Public Warrants to Level 1(1) (7,544,000) Fair Value at December 31, 2021 — (1) Assumes the warrants were reclassified on June 30, 2021 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, 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 related 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 to the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Marketable Securities Held in Trust Account | Marketable Securities Held in Trust Account At December 31, 2021, the Trust Account had $276,013,345 held in marketable securities. During period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000 . At December 31, 2021, the Company has not experienced losses on this account. |
Class A Ordinary Shares Subject to Possible Redemption | 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, ordinary shares are classified as stockholders’ 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 December 31, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants, net of offering costs (13,708,000) Ordinary share issuance costs (15,686,121) Plus: Remeasurement adjustment of carrying value to redemption value 29,407,466 Ordinary shares subject to possible redemption $ 276,013,345 |
Net Income (Loss) per Ordinary Shares | Net Income (Loss) per Ordinary Shares The Company has 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. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $11.50 per share were issued on February 11, 2021. No warrants were exercised during the year ended December 31, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods. For the period from September 24, 2020 For the year ended (inception) through December 31, 2021 December 31, 2020 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 $ 5,219,544 $ 1,470,011 $ — $ (5,894) Denominator Weighted-average shares outstanding 24,499,726 6,900,000 — 45,000,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ (0.00) |
Offering Costs | 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 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 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 | 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 . |
Share based Compensation | Share based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares (the “Vesting Date”). The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 24 months from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in February 2021 (“Grant Date”), and the shares vested immediately. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation for the 250,000 shares in excess of the amount paid was not material. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Derivative warrant liabilities | Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. |
Recent Accounting Standards | Recent Accounting Standards During August 2020, 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 separation 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. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Significant Accounting Policies | |
Schedule of ordinary shares subject to possible redemption | As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: Gross proceeds from IPO $ 276,000,000 Less: Proceeds allocated to Public Warrants, net of offering costs (13,708,000) Ordinary share issuance costs (15,686,121) Plus: Remeasurement adjustment of carrying value to redemption value 29,407,466 Ordinary shares subject to possible redemption $ 276,013,345 |
Summary of basic and diluted net income per common share | For the period from September 24, 2020 For the year ended (inception) through December 31, 2021 December 31, 2020 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 $ 5,219,544 $ 1,470,011 $ — $ (5,894) Denominator Weighted-average shares outstanding 24,499,726 6,900,000 — 45,000,000 Basic and diluted net income per share $ 0.21 $ 0.21 $ — $ (0.00) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Schedule of 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 | Level 1 Level 2 Level 3 Description Assets: Cash held in Trust Account $ 276,013,345 $ — $ — Liabilities: Public Warrants $ (5,244,000) $ — $ — Private Warrants — (2,857,600) — Fair Value of warrants as of December 31, 2021 $ (5,244,000) $ (2,857,600) $ — |
Schedule of reconciliation of changes in the Level 3 fair value | The following table provides a reconciliation of changes in the Level 3 fair value classification: Fair value at December 31, 2020 $ — Initial value at February 11, 2021 21,177,866 Change in fair value (9,522,933) Reclassification of Private Warrants to Level 2(1) (4,110,933) Reclassification of Public Warrants to Level 1(1) (7,544,000) Fair Value at December 31, 2021 — (1) Assumes the warrants were reclassified on June 30, 2021 |
Organization and Business Ope_2
Organization and Business Operations (Details) | Nov. 10, 2021USD ($)$ / sharesshares | Feb. 11, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)item$ / sharesshares | Dec. 31, 2020USD ($)shares |
Subsidiary, Sale of Stock [Line Items] | ||||
Payments for investment of cash in Trust Account | $ 276,000,000 | |||
Condition for future business combination number of businesses minimum | item | 1 | |||
Condition for future business combination use of proceeds percentage | 80 | |||
Condition for future business combination threshold Percentage Ownership | 50 | |||
Condition for future business combination threshold Net Tangible Assets | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 100 | |||
Redemption period upon closure | 24 months | |||
Cash held outside the Trust Account | $ 14,807 | $ 72,550 | ||
Working capital | 4,091,246 | |||
Consideration received | $ 25,000 | |||
Class B Common Stock | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | shares | 6,900,000 | 6,900,000 | ||
Common stock shares issued | shares | 6,900,000 | 6,900,000 | ||
Business Combination Agreement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Minimum unrestricted cash to be maintained upon completion of business combination | $ 35,000,000 | |||
Minimum amount of revolver credit facility | $ 50,000,000 | |||
Debt to recurring revenue ratio | 1.50 | |||
Threshold number of days to file registration statement | 45 days | |||
Threshold number of days to have the registration statement filed effective | 60 days | |||
Threshold number of days to have the registration statement filed effective, if notified as it will review | 90 days | |||
Threshold number of days to have the registration statement filed effective, if notified as it will not review | 10 days | |||
Lockup period for transfer of sponsor shares | 1 year | |||
Stock price trigger for removal of lockup period | $ / shares | $ 12 | |||
Threshold business days considered for stock price trigger | 20 days | |||
Threshold consecutive days considered for stock price trigger | 30 days | |||
Threshold Number Of Days For Stock Price Trigger After Completion Of Business Combination | 150 days | |||
Threshold number of business days for stock price trigger of earn out shares | 20 days | |||
Threshold number of consecutive business days for stock price trigger of earn out shares | 30 days | |||
Business Combination Agreement | Maximum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price trigger for earn out shares | $ / shares | $ 15 | |||
Business Combination Agreement | Minimum | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Stock price trigger for earn out shares | $ / shares | $ 13 | |||
Business Combination Agreement | Two Tranches | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares to be vested | shares | 1,192,000 | |||
Business Combination Agreement | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Percentage of voting on Common stock shares issued and outstanding | 17.9 | |||
Business Combination Agreement | Class B Common Stock | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares outstanding | shares | 6,210,000 | |||
Business Combination Agreement | First Quarter | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Debt to recurring revenue ratio | 3 | |||
Business Combination Agreement | Second Quarter | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Decrease in debt to recurring ratio | 0.20 | |||
Business Combination Agreement | Class A Shares issued for Class B held | Sponsor | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Common stock shares issued | shares | 2,384,000 | |||
Business Combination Agreement | Brivo | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Lockup Period For transfer of shares | 270 days | |||
Business Combination Agreement | Convertible Debt | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Convertible debt , Principal amount | $ 75,000,000 | |||
Aggregate gross proceeds | $ 75,000,000 | |||
Convertible debt conversion price | $ / shares | $ 11.50 | |||
Debt term | 5 years | |||
Percentage of discount on original issue | 3 | |||
Business Combination Agreement | Convertible Debt | First two years, if paid in cash | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Debt instrument effective stated rate basis | SOFR+9.25% | |||
Interest rate (as a percent) | 9.25% | |||
Business Combination Agreement | Convertible Debt | First two years, if paid in kind | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Debt instrument effective stated rate basis | SOFR+9.50% | |||
Interest rate (as a percent) | 9.50% | |||
Business Combination Agreement | Convertible Debt | After first two years | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Increase in interest percentage | 1.00% | |||
Business Combination Agreement | Convertible Debt | Brivo | One of the convertible debt investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Convertible debt subscribed | $ 2,000,000 | |||
Business Combination Agreement | Convertible Debt | Golub | One of the convertible debt investors | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Aggregate principal amount of convertible debt to be held for appointing an observer | $ 36,500,000 | |||
Private Placement Warrants | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of warrants to purchase shares issued | shares | 5,013,333 | |||
Price of warrants | $ / shares | $ 1.50 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of units sold | shares | 27,600,000 | 27,600,000 | ||
Purchase price, per unit | $ / shares | $ 10 | $ 10 | ||
Proceeds from issuance initial public offering | $ 276,000,000 | |||
Payments for investment of cash in Trust Account | $ 276,000,000 | |||
Cash held outside the Trust Account | $ 14,807 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - USD ($) | Feb. 11, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Cash equivalents held in trust account | $ 276,013,345 | |||
Federal Depository Insurance Coverage | 250,000 | |||
Transaction costs | 16,505,915 | |||
Underwriting fees | 5,520,000 | |||
Deferred underwriting fee payable | 9,660,000 | |||
Other offering costs | 530,090 | |||
Excess fair value of anchor shares | 795,825 | |||
Number of shares, shares based compensation | 250,000 | |||
Transaction cost reclassified to non-operating expense | 819,794 | |||
Unrecognized tax benefits | $ 0 | |||
Unrecognized tax benefits accrued for interest and penalties | $ 0 | |||
Founder shares | ||||
Excess fair value of anchor shares | $ 795,825 | $ 795,825 | ||
Sale of Founder Shares (in shares) | 690,000 | 690,000 | ||
Number of shares, shares based compensation | 250,000 | |||
Warrants and Rights Subject to Mandatory Redemption [Member] | ||||
Number of warrants in a unit | 14,213,333 | |||
Public Warrants | ||||
Number of warrants in a unit | 9,200,000 | |||
Private Placement Warrants | ||||
Number of warrants in a unit | 5,013,333 | |||
Class A ordinary shares | ||||
Anti-dilutive securities attributable to warrants (in shares) | 14,213,333 | |||
Price per share | $ 11.50 | $ 9.20 | ||
Class A Common Stock Subject to Redemption | ||||
Temporary equity, shares outstanding | 27,600,000 |
Significant Accounting Polici_5
Significant Accounting Policies - ordinary shares subject to possible redemption (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Significant Accounting Policies | |
Gross proceeds from IPO | $ 276,000,000 |
Proceeds allocated to Public Warrants, net of offering costs | (13,708,000) |
Ordinary share issuance costs | (15,686,121) |
Remeasurement adjustment of carrying value to redemption value | 29,407,466 |
Ordinary shares subject to possible redemption | $ 276,013,345 |
Significant Accounting Polici_6
Significant Accounting Policies - Reconciliation of Net Loss per Common Share (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2020 | Dec. 31, 2021 | |
Class A ordinary shares | ||
Allocation of net income including remeasurement of temporary equity | $ 5,219,544 | |
Weighted average shares outstanding, basic | 24,499,726 | |
Weighted average shares outstanding, diluted | 0 | 24,499,726 |
Net income per share, basic | $ 0.21 | |
Net income per share, diluted | $ 0 | $ 0.14 |
Class B Common Stock | ||
Allocation of net income including remeasurement of temporary equity | $ (5,894) | $ 1,470,011 |
Weighted average shares outstanding, basic | 45,000,000 | 6,900,000 |
Weighted average shares outstanding, diluted | 45,000,000 | 6,900,000 |
Net income per share, basic | $ 0 | $ 0.21 |
Net income per share, diluted | $ 0 | $ 0.14 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Feb. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 9,200,000 | ||
Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common shares, par value, (per share) | $ 0.0001 | $ 0.0001 | |
IPO | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of units sold | 27,600,000 | 27,600,000 | |
Purchase price, per unit | $ 10 | $ 10 | |
IPO | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of warrants in a unit | 0.33 | ||
IPO | Class A ordinary shares | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares in a unit | 1 | ||
Common shares, par value, (per share) | $ 0.0001 | ||
IPO | Class A ordinary shares | Public Warrants | |||
Subsidiary, Sale of Stock [Line Items] | |||
Number of shares issuable per warrant | 1 | ||
Exercise price of warrants | $ 11.50 |
Private Placement Warrants (Det
Private Placement Warrants (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Subsidiary, Sale of Stock [Line Items] | |
Aggregate purchase price | $ | $ 7,520,000 |
Private Placement Warrants | |
Subsidiary, Sale of Stock [Line Items] | |
Number of warrants to purchase shares issued | shares | 5,013,333 |
Price of warrants | $ / shares | $ 1.50 |
Aggregate purchase price | $ | $ 7,520,000 |
Private Placement Warrants | Class A ordinary shares | |
Subsidiary, Sale of Stock [Line Items] | |
Price of warrants | $ / shares | $ 11.50 |
Number of shares per warrant | shares | 1 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Feb. 11, 2021USD ($)shares | Feb. 09, 2021shares | Oct. 13, 2020USD ($)D$ / sharesshares | Feb. 28, 2021shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2021shares |
Related Party Transaction [Line Items] | ||||||
Aggregate purchase price | $ | $ 25,000 | |||||
Number of shares, shares based compensation | 250,000 | |||||
Class A ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares issued (in shares) | 0 | 0 | ||||
Common shares, shares outstanding (in shares) | 0 | 0 | ||||
Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 | ||||
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 | ||||
Founder shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 690,000 | 690,000 | ||||
Aggregate purchase price | $ | $ 2,500 | |||||
Common shares, shares outstanding (in shares) | 5,960,000 | |||||
Number of shares, shares based compensation | 250,000 | |||||
Founder shares | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Share dividend | 0.2 | |||||
Common shares, shares issued (in shares) | 6,900,000 | |||||
Common shares, shares outstanding (in shares) | 6,900,000 | |||||
Founder shares | Sponsor | Class A ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares | $ 12 | |||||
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 20 | |||||
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination | D | 30 | |||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Founder shares | Sponsor | Class B Common Stock | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued | 5,750,000 | |||||
Aggregate purchase price | $ | $ 25,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021 | Dec. 31, 2021 | Oct. 13, 2020 | |
Richard Chera | Promissory Note | |||
Related Party Transaction [Line Items] | |||
Price of warrant | $ 1.50 | ||
Aggregate principal amount of loan from related party | $ 1,500,000 | ||
Period within which promissory note becomes due | 12 months | ||
Maximum amount of promissory notes convertible into warrants | $ 1,500,000 | ||
Promissory note, outstanding balance | $ 450,000 | ||
Working Capital Loans | |||
Related Party Transaction [Line Items] | |||
Loan conversion agreement warrant | $ 1,500,000 | ||
Price of warrant | $ 1.50 | ||
Promissory Note with Related Party | Sponsor | |||
Related Party Transaction [Line Items] | |||
Maximum borrowing capacity of related party promissory note | $ 300,000 | ||
Administrative Support Agreement | Sponsor | |||
Related Party Transaction [Line Items] | |||
Expenses per month | $ 15,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | Feb. 11, 2021USD ($)$ / shares | Dec. 31, 2021USD ($) |
Commitments & Contingencies | ||
Underwriting cash discount per unit | $ / shares | $ 0.20 | |
Aggregate deferred underwriting fee payable | $ 5,520,000 | |
Deferred fee per unit | $ / shares | $ 0.35 | |
Underwriter cash discount | $ 9,660,000 | |
Attorney fee | $ 4,400,000 | |
Percentage of legal fee contingent upon business combination | 20.00% | |
Amount of legal fee contingent upon business combination | $ 880,000 | |
Number of demands | 2 |
Stockholders (Deficit) Equity -
Stockholders (Deficit) Equity - Preferred Stock Shares (Details) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' (Deficit) Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, par value, (per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Stockholders (Deficit) Equity_2
Stockholders (Deficit) Equity - Common Stock Shares (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class A ordinary shares | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 0 | 0 |
Common shares, shares outstanding (in shares) | 0 | 0 |
Aggregated shares issued upon converted basis (in percent) | 20.00% | |
Class A Common Stock Subject to Redemption | ||
Class of Stock [Line Items] | ||
Class A common stock subject to possible redemption, issued (in shares) | 27,600,000 | |
Class A common stock subject to possible redemption, outstanding (in shares) | 27,600,000 | |
Class B Common Stock | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares issued (in shares) | 6,900,000 | 6,900,000 |
Common shares, shares outstanding (in shares) | 6,900,000 | 6,900,000 |
Warrants (Details)
Warrants (Details) | 12 Months Ended | |
Dec. 31, 2021D$ / shares | Feb. 11, 2021$ / shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Public Warrants exercisable term after the completion of a business combination | 30 days | |
Public Warrants exercisable term from the closing of the public offering | 12 months | |
Public Warrants expiration term | 5 years | |
Trading days determining volume weighted average price | 20 days | |
Aggregate gross proceeds as percentage of total equity proceeds | 60.00% | |
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent) | 115.00% | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 | ||
Class of Warrant or Right [Line Items] | ||
Redemption price per public warrant (in dollars per share) | $ 0.01 | |
Minimum threshold written notice period for redemption of public warrants | 30 days | |
Stock price trigger for redemption of public warrants (in dollars per share) | $ 18 | |
Threshold trading days for redemption of public warrants | D | 20 | |
Trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination | D | 30 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 180.00% | |
Public Warrants | Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 | ||
Class of Warrant or Right [Line Items] | ||
Stock price trigger for redemption of public warrants (in dollars per share) | $ 10 | |
Adjustment of redemption price of stock based on market value and newly issued price (as a percent) | 100.00% | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | |
Class A ordinary shares | ||
Class of Warrant or Right [Line Items] | ||
Price per share | $ 9.20 | $ 11.50 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Dec. 31, 2021USD ($) |
Assets: | |
Cash held in Trust account | $ 276,013,345 |
Liabilities: | |
Warrants | (8,101,600) |
Level 1 | Recurring | |
Assets: | |
Cash held in Trust account | 276,013,345 |
Liabilities: | |
Fair Value of warrants as of December 31, 2021 | (5,244,000) |
Level 1 | Recurring | Public Warrants | |
Liabilities: | |
Warrants | (5,244,000) |
Level 2 | Recurring | |
Liabilities: | |
Fair Value of warrants as of December 31, 2021 | (2,857,600) |
Level 2 | Recurring | Private Placement Warrants | |
Liabilities: | |
Warrants | $ (2,857,600) |
Fair Value Measurements - Chang
Fair Value Measurements - Change in the Fair Value of the Warrant Liabilities (Details) - Level 3 | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Initial value at February 11, 2021 | $ 21,177,866 |
Change in fair value | (9,522,933) |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Reclassification of Warrants | (4,110,933) |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Reclassification of Warrants | $ (7,544,000) |