Legal Proceedings
−Removed: As of the date of this Form 10-K, and in connection with the Brivo Business Combination, Crown has received two demand letters by purported stockholders of Crown.
−Removed: On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown.
−Removed: 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.
−Removed: The demand letter seeks, among other things, that Crown provide additional disclosures related to the Brivo Business Combination.
−Removed: On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown.
−Removed: The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect to the Brivo Business Combination.
−Removed: The demand letter seeks, among other things, that Crown provide additional disclosures related to the Brivo Business Combination.
−Removed: Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted.
−Removed: Additional potential plaintiffs may file lawsuits challenging the Brivo Business Combination.
−Removed: The outcome of any future litigation is uncertain.
−Removed: Such litigation, if not resolved, could prevent or delay consummation of the Brivo Business Combination and result in substantial costs to Crown, including any costs associated with the indemnification of directors and officers.
−Removed: One of the conditions to the consummation of the Brivo Business Combination is that no injunction or other order or decree issued by a governmental authority that prohibits or makes illegal consummation of the Brivo Business Combination (including the Mergers) or enjoins Crown, Brivo, Merger Sub I or Merger Sub II from consummating the Brivo Business Combination (including the Mergers) is in effect.
−Removed: Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Brivo Business Combination on the agreed-upon terms, then such injunction may prevent the Brivo Business Combination from being consummated, or from being consummated within the expected time frame.
+Added: From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
+Added: On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo had elected to terminate the Business Combination.
+Added: As a result of such election, the Business Combination was immediately terminated.
+Added: We believe that prior to termination, Brivo breached the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M.
+Added: Drako, the Chairman of the board of directors of Brivo, breached the Stockholder Support Agreement (as defined in the Business Combination Agreement), in each case, including breaching their respective obligations not to take certain actions in connection with a Company Acquisition Proposal (as defined in the Business Combination Agreement).
+Added: Following a confidential settlement arrangement reached on October 26, 2022, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.
Mine Safety Disclosures
1 unchanged sentence
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.