What changed in this filing

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Item 1. Financial Statements

2021-08-16 compared with 2021-05-24 · 72 added, 86 removed, 305 unchanged (34% of the section changed)

23 unchanged sentences

200,000,000 shares authorized;

2,395,730 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively

2,542,960 shares and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively

Class B ordinary shares, $ 0.0001 par value;

2 unchanged sentences

Additional paid-in capital

Retained earnings

Retained earnings (Accumulated deficit)

Total shareholders’ equity

3 unchanged sentences

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

For the three months ended

For the six months ended

June 30, 2021

Formation and operating costs

1 unchanged sentence

Other Income (Loss)

Trust dividend income

Change in fair value of warrant liabilities

1 unchanged sentence

Total other income (loss)

Net income (loss)

( 1,472,297 )

Weighted average shares outstanding - Class A ordinary shares.

Basic and diluted net income per ordinary share – Class A ordinary shares

Basic and diluted net income (loss) per ordinary share – Class A ordinary shares

Weighted average shares outstanding - Class B ordinary shares.

Basic and diluted net income per ordinary share – Class B ordinary shares

See accompanying notes to the financial statements.

Basic and diluted net income (loss) per ordinary share – Class B ordinary shares

The accompanying notes are an integral part of these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2021

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

Ordinary Shares

20 unchanged sentences

Balance as of March 31, 2021

See accompanying notes to the financial statements.

Balance as of March 31, 2021

Class A ordinary shares subject to possible redemption

( 1,472,297 )

Balance as of June 30, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021

FOR THE SIX MONTHS ENDED JUNE 30, 2021

For the six months ended

June 30, 2021

Cash Flows from Operating Activities:

2 unchanged sentences

( 9,522,933 )

Trust dividend income

Offering costs allocated to warrants

4 unchanged sentences

Net cash used in operating activities

( 1,046,600 )

Cash Flows from Investing Activities:

17 unchanged sentences

Deferred underwriters’ discount payable charged to additional paid-in capital

See accompanying notes to the financial statements.

The accompanying notes are an integral part of these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

7 unchanged sentences

The Company has selected December 31 as its fiscal year end.

As of March 31, 2021, the Company had not yet commenced any operations.

All activity through March 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below.

As of June 30, 2021, the Company had not yet commenced any operations.

All activity through June 30, 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.

13 unchanged sentences

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.

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NOTES TO FINANCIAL STATEMENTS

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.

11 unchanged sentences

Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.

CROWN PROPTECH ACQUISITIONS

NOTES TO FINANCIAL STATEMENTS

As of March 31, 2021, the Company had cash outside the Trust Account of $ 775,736 available for working capital needs.

All remaining cash held in the Trust Account are 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 March 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through March 31, 2021, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units.

The Company anticipates that the $ 775,736 outside of the Trust Account as of March 31, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

As of June 30, 2021, the Company had cash outside the Trust Account of $ 622,416 available for working capital needs.

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 June 30, 2021, none of the amount in the Trust Account was available to be withdrawn as described above.

Through June 30, 2021, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the founder shares and the remaining net proceeds from the IPO and the sale of Private Placement Units.

The Company anticipates that the $ 622,416 outside of the Trust Account as of June 30, 2021, will be sufficient to allow the Company to operate for at least the next 12 months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time.

Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

6 unchanged sentences

Risks and Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”).

In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.

The full impact of the COVID-19 outbreak continues to evolve.

The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions.

These developments and the impact of the COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot be predicted.

If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected.

Additionally, the Company’s ability to complete an initial business combination may be materially adversely affected due to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit the Company’s ability to have meetings with potential investors or affect the ability of a potential target company’s personnel, vendors and service providers to negotiate and consummate an initial business combination in a timely manner.

The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

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NOTES TO FINANCIAL STATEMENTS

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.

Note 2 — Restatement of Previously Furnished Financial Statements

26 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K.

The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

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NOTES TO FINANCIAL STATEMENTS

The interim results for the six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.

Emerging Growth Company Status

10 unchanged sentences

Marketable Securities Held in Trust Account

At March 31, 2021, the Trust Account had $ 276,000,000 held in marketable securities.

During period January 1, 2021 to March 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.

At June 30, 2021, the Trust Account had $ 276,003,872 held in marketable securities.

During period January 1, 2021 to June 30, 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 March 31, 2021, the Company has not experienced losses on this account.

CROWN PROPTECH ACQUISITIONS

NOTES TO FINANCIAL STATEMENTS

At June 30, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

3 unchanged sentences

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 March 31, 2021, 25,204,270 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.

Net Loss per Ordinary Shares

Net income per ordinary shares is computed by dividing net income by the weighted average number of ordinary shares outstanding for the period.

Accordingly, as of June 30, 2021, 25,057,040 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.

Net Income (Loss) per Ordinary Shares

Net income (loss) per ordinary shares is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

The Company applies the two-class method in calculating earnings per share.

Shares of Class A ordinary shares subject to possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

Shares of Class A ordinary shares subject to possible redemption at June 30, 2021, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic net income per ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase an aggregate 14,213,333 ordinary shares in the calculation of diluted income per share, since the exercise of the warrants into ordinary shares is contingent upon the occurrence of future events.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

Offering Costs

1 unchanged sentence

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the IPO.

Accordingly, on March 31, 2021, offering costs totaling $ 15,710,090 have been charged to stockholders’ equity (consisting of $ 5,520,000 of underwriting fee, $ 9,660,000 of deferred underwriting fee and $ 530,090 of other offering costs).

Accordingly, on June 30, 2021, offering costs totaling $ 15,710,090 have been charged to stockholders’ equity (consisting of $ 5,520,000 of underwriting fee, $ 9,660,000 of deferred underwriting fee and $ 530,090 of other offering costs).

Of the total transaction cost $ 780,268 were charged to expense as a non-operating expense in the statement of operations with the rest of the offering cost charged to stockholders’ equity.

6 unchanged sentences

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.

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NOTES TO FINANCIAL STATEMENTS

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.

23 unchanged sentences

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from this offering to be held in the Trust Account.

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NOTES TO FINANCIAL STATEMENTS

Note 6 — Related Party Transactions

7 unchanged sentences

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 March 31, 2021, the Company had repaid the Sponsor note in full.

As of June 30, 2021, the Company had repaid the Sponsor note in full.

Administrative Support Agreement

9 unchanged sentences

The warrants would be identical to the Private Placement Warrants.

As of March 31, 2021, the Company had no t outstanding borrowings under the Working Capital Loans.

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NOTES TO FINANCIAL STATEMENTS

As of June 30, 2021, the Company had no t outstanding borrowings under the Working Capital Loans.

Note 7 — Commitments & Contingencies

9 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At March 31, 2021, there were no shares of preferred stock issued or outstanding .

At June 30, 2021, there were no shares of preferred stock 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 March 31, 2021, there were 2,395,730 shares issued and outstanding (excluding 25,204,270 shares subject to possible redemption)

At June 30, 2021, there were 2,542,960 shares issued and outstanding (excluding 25,057,040 shares subject to possible redemption)

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 shares of Class B ordinary shares at par value of $ 0.0001 each.

At March 31, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding .

At June 30, 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;

3 unchanged sentences

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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NOTES TO FINANCIAL STATEMENTS

Note 9 — Warrants

22 unchanged sentences

Accordingly, the Public Warrants may expire worthless.

CROWN PROPTECH ACQUISITIONS

NOTES TO FINANCIAL STATEMENTS

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.

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.

8 unchanged sentences

● 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.

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NOTES TO FINANCIAL STATEMENTS

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

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.

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 June 30, 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.

Mutual Funds held in Trust Account

Warrant liabilities

The Company utilizes a binomial lattice model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations.

The estimated fair value of the warrant liability is determined using Level 3 inputs.

Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:

Term (in years)

Risk-free rate

Dividend yield

The following table presents the changes in the fair value of warrant liabilities:

Fair value as of September 24, 2020

Initial measurement on February 11, 2021

Change in valuation inputs or other assumptions

Public Warrants

Private Warrants

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

Reclassification of Private Warrants to Level 2 (1)

( 3,709,866 )

Reclassification of Public Warrants to Level 1 (1)

( 6,808,000 )

Change in fair value

( 10,660,000 )

Fair value as of March 31, 2021

CROWN PROPTECH ACQUISITIONS

NOTES TO FINANCIAL STATEMENTS

Fair Value at June 30, 2021

Assumes the warrants were reclassified on June 30, 2021

Note 11 — Subsequent Events

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements