What changed in this filing

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Item 1. Financial Statements

2021-11-04 compared with 2021-08-16 · 159 added, 69 removed, 308 unchanged (43% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets:

3 unchanged sentences

Cash held in Trust account

Liabilities and Shareholders’ Equity

Liabilities and Shareholders’ Deficit

Current liabilities:

7 unchanged sentences

Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value

Shareholders’ equity:

Shareholders’deficit:

Preference shares, $ 0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

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

no shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively

Class B ordinary shares, $ 0.0001 par value;

2 unchanged sentences

Additional paid-in capital

Retained earnings (Accumulated deficit)

Retained earnings

( 16,533,645 )

Total shareholders’ equity

Total liabilities and shareholders’ equity

( 16,532,955 )

Total liabilities and shareholders’ deficit

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

1 unchanged sentence

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

For the three months ended,

For the six months ended

June 30, 2021

For the nine months ended,

September 30, 2021

Formation and operating costs

Loss from operations

( 1,121,283 )

Other Income (Loss)

2 unchanged sentences

Offering expenses related to warrant issuance

Total other income (loss)

Net income (loss)

( 1,472,297 )

Weighted average shares outstanding - 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 (loss) per ordinary share – Class B ordinary shares

Total other income

Weighted average redeemable shares outstanding

Basic and diluted net income per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net income per common share

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 AND SIX MONTHS ENDED JUNE 30, 2021

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

Ordinary Shares

Shareholders’

Equity (Deficit)

Balance as of December 31, 2020

16 unchanged sentences

( 275,997,240 )

( 252,042,700 )

Balance as of March 31, 2021

( 18,957,983 )

( 18,957,293 )

Balance as of March 31, 2021

Class A ordinary shares subject to possible redemption

( 18,957,983 )

( 18,957,293 )

( 1,472,297 )

Balance as of June 30, 2021

( 20,430,280 )

( 20,429,590 )

Balance as of June 30, 2021

( 20,430,280 )

( 20,429,590 )

Balance as of September 30, 2021

( 16,533,645 )

( 16,532,955 )

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

1 unchanged sentence

CONDENSED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021

For the six months ended

June 30, 2021

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021

For the nine months ended

September 30, 2021

Cash Flows from Operating Activities:

27 unchanged sentences

Initial value of warrant liabilities

Change in value of Class A ordinary shares subject to possible redemption

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

9 unchanged sentences

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

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.

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

All activity through September 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.

26 unchanged sentences

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

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

As of September 30, 2021, the Company had cash outside the Trust Account of $ 277,719 available for working capital needs and working capital of $ 367,733 .

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.

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

Through September 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 $ 277,719 outside of the Trust Account as of September 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.

9 unchanged sentences

Note 2 — Restatement of Previously Furnished Financial Statements

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company.

As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, the Company re-evaluated the accounting for Public and Private Placement Warrants, collectively (“Warrants”) under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity , and concluded that they do not meet the criteria to be classified in stockholders’ equity.

Since the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date.

After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it is appropriate to restate the Company's previously issued audited balance sheet as of February 11, 2021, as previously reported in its Form 8-K (the “Restatement”).

The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

The following summarizes the effect of the Restatement on each financial statement line item as of the date of the Company’s consummation of its IPO.

As of February 11, 2021

In the Company’s previously issued financial statements, a portion of the public shares were classified as permanent equity to maintain stockholders’ equity greater than $ 5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $ 5,000,001 .

Thus, the Company can only complete a merger and continue to exist as a public company if there is sufficient Public Shares that do not redeem at the merger and so it is appropriate to classify the portion of its public shares required to keep its stockholders’ equity above the $ 5,000,000 threshold as "shares not subject to redemption."

However, in light of recent comment letters issued by the Securities & Exchange Commission (“SEC”) to several special purpose acquisition companies, management re-evaluated the Company’s application of ASC 480-10-99 to its accounting classification of public shares.

Upon re-evaluation, management determined that the public shares include certain provisions that require classification of the public shares as temporary equity regardless of the minimum net tangible asset required by the Company to complete its initial business combination.

In accordance with SEC Staff Accounting Bulletin No.

99, “Materiality,” and SEC Staff Accounting Bulletin No.

108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the changes and has determined that the related impacts were not material to any previously presented financial statements.

Therefore, the Company, in consultation with its Audit Committee, concluded that its previously issued financial statements impacted should be revised to report all public shares as temporary equity.

As such the Company is revising those periods in this Quarterly Report.

Impact of the Revision

The impact to the balance sheet as of February 11, 2021, March 31, 2021 and June 30, 2021 is presented below:

As Previously Reported

Balance Sheet

Warrant Liabilities

Accrued offering cost and expenses

Total Liabilities

Shares Subject to Redemption

Revision Adjustment

Audited Balance Sheet as of February 11, 2021 (per 8-Ks filed on June 1, 2021)

Class A ordinary shares, $ 0.0001 par value;

stock subject to possible redemption at redemption value ($)

Stockholders’ equity (deficit)

Class A ordinary shares - $ 0.0001 par value

Class B ordinary shares - $ 0.0001 par value

Additional paid-in capital

( 5,790,968 )

Class A Ordinary shares

Class B Ordinary shares

Retained Earnings (Accumulated Deficit)

( 28,563,378 )

( 29,355,378 )

Total stockholders’ equity (deficit)

( 34,354,690 )

( 29,354,688 )

Shares subject to possible redemption

Unaudited Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021)

Class A ordinary shares, $ 0.0001 par value;

stock subject to possible redemption at redemption value ($)

Stockholders’ equity (deficit)

Class A ordinary shares - $ 0.0001 par value

Class B ordinary shares - $ 0.0001 par value

Additional paid-in capital

(Accumulated Deficit)

Total Stockholders' Equity

Retained Earnings (Accumulated Deficit)

( 23,957,060 )

( 18,957,983 )

Total stockholders’ equity (deficit)

( 23,957,300 )

( 18,957,293 )

Shares subject to possible redemption

Unaudited Statement of Operations for the three months ended March 31, 2021

Basic and diluted weighted average shares, redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable shares

Basic and diluted net income per share, non-redeemable shares

Unaudited Balance Sheet as of June 30, 2021 (per form 10-Q filed on August 16, 2021)

Class A ordinary shares, $ 0.0001 par value;

stock subject to possible redemption at redemption value ($)

Stockholders’ equity (deficit)

Class A ordinary shares - $ 0.0001 par value

Class B ordinary shares - $ 0.0001 par value

Additional paid-in-capital

Retained Earnings (Accumulated Deficit)

( 25,429,345 )

( 20,430,280 )

Total stockholders’ equity (deficit)

( 25,429,600 )

( 20,429,590 )

Shares subject to possible redemption

Unaudited Statement of Operations for the three months ended June 30, 2021

Basic and diluted weighted average shares, redeemable shares

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable shares

Basic and diluted net income per share, non-redeemable shares

( 1,472,297 )

Unaudited Statement of Operations for the six months ended June 30, 2021

Basic and diluted weighted average shares, redeemable shares

( 6,251,934 )

Basic and diluted net income per share, redeemable shares

Basic and diluted weighted average shares, non-redeemable shares

Basic and diluted net income per share, non-redeemable shares

Note 3 — Significant Accounting Policies

6 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 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.

The interim results for the nine months ended September 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 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.

At September 30, 2021, the Trust Account had $ 276,008,112 held in marketable securities.

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

At September 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 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.

Accordingly, as of September 30, 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.

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 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 (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.

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 three or nine months ended September 30, 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 period.

For the three months ended

For the nine months ended

September 30, 2021

Basic and diluted net income per share

Allocation of net income including accretion of temporary equity

Weighted-average shares outstanding

Basic and diluted net income per share

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 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).

Accordingly, on September 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.

22 unchanged sentences

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.

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

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

As of September 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 June 30, 2021, there were no shares of preferred stock issued or outstanding.

At September 30, 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 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 June 30, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding .

At September 30, 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 September 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;

27 unchanged sentences

Accordingly, the Public Warrants may expire worthless.

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.

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.

17 unchanged sentences

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

The following table presents fair value information as of September 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.

Cash held in Trust Account

Public Warrants

( 4,692,000 )

Private Warrants

( 2,556,800 )

Fair Value of warrants as of September 30, 2021

( 4,692,000 )

( 2,556,800 )

The following table provides a reconciliation of changes in the Level 3 fair value classification:

1 unchanged sentence

Initial value at February 11, 2021

Change in fair value

( 10,517,866 )

Fair Value at March 31, 2021

Reclassification of Private Warrants to Level 2(1)

3 unchanged sentences

Change in fair value

( 10,660,000 )

Fair Value at June 30, 2021

Change in fair value

Fair Value at September 30, 2021

(1) Assumes the warrants were reclassified on June 30, 2021

1 unchanged sentence

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, other than as describe in Note 2, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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