What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2023-05-02 compared with 2022-04-12 · 119 added, 158 removed, 49 unchanged (85% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

References to the “Company,” “CPTK” “our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Annual Report on Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

When used in this Annual Report on Form 10-K, words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, as they relate to us or our management, identify forward looking statements.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management.

No assurance can be given that results in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially.

The cautionary statements made in this Annual Report should be read as being applicable to all forward-looking statements whenever they appear in this Annual Report on Form 10-K.

For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities and Exchange Commission.

All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto which are included in “Item 8.

Consolidated Financial Statements and Supplementary Data” of this Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Report.

We are a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

Our sponsor is Crown PropTech Sponsor, LLC, a Cayman Islands exempted company (“sponsor”)

The registration statement for our initial public offering (the “Initial Public Offering’) became effective on February 8, 2021.

On February 11, 2021, we consummated the Initial Public Offering of 27,600,000 Units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the initial public offering price to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.7 million in deferred underwriting commissions (Note 6).

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the Initial Public Offering and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

Our sponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”, a Delaware limited liability company and CIIG Management III LLC (“CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”) .

The registration statement for our initial public offering (the “IPO”) became effective on February 8, 2021.

On February 11, 2021, we consummated the IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

If we have not completed a business combination within 24 months from the closing of the Initial Public Offering, or February 11, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

On February 9, 2023, our shareholders approved an amendment to amend and restate our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an initial Business Combination from February 11, 2023 to February 11, 2024.

If we have not completed a business combination within 36 months from the closing of the IPO, or February 11, 2024 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination Period.

Proposed Brivo Transaction

On November 10, 2021, Crown entered into the BCA with the Merger Subs and Brivo.

Please see the Explanatory Note at the beginning of this Annual Report on Form 10-K.

The descriptions of each of these agreements, and each of the agreements described above, are qualified in their entirety by the agreements themselves, each of which is an exhibit to this Annual Report on Form 10-K.

Please refer to CPTK’s Form 8-K filed on November 16, 2021 for more information.

In connection with the signing of the Business Combination Agreement, Crown 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 Crown 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 Crown 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 3.00x starting the first full quarter after Closing, then declining 0.20x per quarter until reaching 1.50x, and remaining flat thereafter.

In connection with the offering of the Convertible Debt Notes, Crown 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, Crown 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, Crown 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 60th calendar day (or 90th calendar day if the SEC notifies Crown that it will “review” the registration statement) following the Closing Date and (ii) the 10th business day after the date Crown 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 Crown 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 Crown, sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of Crown 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 its 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 Stockholder Support Agreement with Crown, pursuant to which such stockholders have agreed to, among other things, (i) subject to the applicable Brivo stockholders having previously delivered the Written Consent, 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 Crown that collectively with the sponsor own 6,210,000 Class B ordinary shares of Crown 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 conversion ratio set forth in the Existing Governing Documents with respect to all Class B ordinary shares of Crown, 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 Crown shareholders 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 Crown 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.

Liquidity and Capital Resources

On February 11, 2021, we consummated our initial public offering of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the initial public offering price to cover over-allotments.

The Units were sold, generating gross proceeds of $276,000,000.

Substantially concurrently with the closing of the initial public offering, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.

Following the initial public offering, the sale of the Private Placement Warrants, and the underwriters election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the trust account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the trust account, after payment of costs related to the initial public offering, and available for working capital purposes.

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.

For the year ended December 31, 2021, cash used in operating activities was $2,104,209, resulting primarily from the net income of $6,689,555 which was impacted by unrealized gain on change in fair value of warrant liabilities of $13,076,266 and trust dividend income of $13,345 and offset by offering costs allocated to warrants of $819,794, and changes in operating assets and liabilities used $3,476,053 of cash from operating activities.

As of December 31, 2021, we 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 our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.

As of December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.

Through December 31, 2021, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the initial public offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note.

On November 30, 2021, we entered into a convertible note with Richard Chera, our Chief Executive Officer and Director, pursuant to which Mr.

Chera agreed to loan us up to an aggregate principal amount of $1,500,000.

The Convertible Note is non-interest bearing and due on the earlier of:

(i) 12 months from the date thereof or (ii) the date on which we consummate a business combination.

If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note;

however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination.

Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr.

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.

We anticipate that the $14,807 outside of the trust account as of December 31, 2021, and the amount available under the Convertible Note 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 our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business

combination, raises substantial doubt about our ability to continue as a going concern.

We have until February 2023 to consummate a business combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Results of Operations

On August 12, 2022, Dr.

Pius Sprenger informed the Board of his decision to resign as Chief Financial Officer and member of the board of directors of the Company (the “Board”), effective immediately.

Richard Chera, the Company’s then Chief Executive Officer assumed the duties as the principal financial officer.

In addition, on August 12, 2022, Dr.

Martin Enderle informed the Board of his decision to resign as a member of the Board and chair of the audit committee of the Board (the “Audit Committee”), effective immediately.

Concurrently with Dr.

Enderle’s resignation, Frits van Paasschen, a member of the Board and of the Audit Committee, assumed the role of chair of the Audit Committee.

On January 17, 2023, Richard Chera informed the Company of his decision to resign as Chief Executive Officer (“CEO”), and principal financial and accounting officer of the Company, effective immediately.

Chera’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.

Chera shall continue to serve as a director of the Company.

On January 17, 2023, the board of directors of the Company appointed Mr.

Gavin Cuneo and Mr.

Michael Minnick as co-CEOs of the Company, effective immediately.

Additionally, in connection with this appointment, each of Mr.

Cuneo and Mr.

Minnick entered into an Indemnity Agreement and a Letter Agreement with the Company on the same terms as the Indemnity

Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s IPO.

In addition, CIIG (as defined below), entered into the Letter Agreement.

CIIG also entered into that certain joinder agreement to the Registration Rights Agreement as described in further detail below.

On January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG.

In connection with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO.

Termination of the Proposed Brivo Transaction

On November 10, 2021, we entered into a business combination agreement (the “BCA” or the “Business Combination Agreement”), by and among (i) the Company, (ii) Crown PropTech Merger Sub I Corp, a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crown (“Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo” and all the parties to the Business Combination Agreement, the “Parties to the Business Combination Agreement”) (the “Business Combination”).

The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including, but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below).

In connection with the signing of the Business Combination Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”).

Pursuant to the terms of the Subscription Agreements, each PIPE Investor had the right to terminate its Subscription Agreement after July 9, 2022, if the closing of the Business Combination had not occurred as of such date or at any date and time as the Business Combination Agreement is validly terminated.

Golub Capital LLC and its affiliates (such entity, together with its affiliates, “Golub”), a PIPE Investor, subscribed for PIPE Notes with an aggregate principal amount of $68 million.

On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.

On August 10, 2022 we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.

As a result of such election, the Business Combination was immediately terminated.

In addition, the rest of the Subscription Agreements were automatically terminated.

Following a confidential settlement arrangement (the “Settlement Arrangement”), we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

On January 13, 2023, the Company formally withdrew its Form S-4 Registration Statement from the SEC associated with the BCA.

Settlement of Payables

In December 2022 and January 2023, the Company settled $7,008,070 due to vendors.

In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, that was to be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary to prepare for our initial public offering and identifying a target company for our initial business combination.

Our only activities since inception have been organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any operating revenues until after completion of our initial business combination.

2 unchanged sentences

For the year ended December 31, 2022, we had a net income of $14,797,454.

We incurred $4,242,071 of operating costs consisting mostly of legal fees.

We negotiated settlements of payables for $6,472,941, had income on our trust account for $3,985,204, a change in fair value of warrant liability of $8,101,600 and a recovery of offering costs allocated to warrants of $479,780.

For the year ended December 31, 2021, we had a net income of $6,689,555.

We incurred $5,580,262 of formation and operating costs consisting mostly of general and administrative expenses, generated income on our trust account for $13,345, expensed a portion of the offering costs associated with the Initial Public Offering in the amount of $819,794 based on a relative fair value basis and had a change in fair value of warrant liability of $13,076,266.

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 our 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 lock-up.

Promissory Note-Related Party

On October 13, 2020, the Company issued a Promissory Note to the sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”).

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the Initial Public Offering.

As of December 31, 2021, the Company had repaid the sponsor note in full and no future borrowings are permitted under this Promissory Note.

Administrative Support Agreement

Commencing on the date of the Initial Public offering, the Company has agreed to pay the sponsor or an affiliate thereof 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, we entered into a convertible note with Richard Chera, our Chief Executive Officer and director, pursuant to which the Mr.

Liquidity, Capital Resources and Going Concern

On February 11, 2021, we consummated our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the IPO price to cover over-allotments.

The Units were sold, generating gross proceeds of $276,000,000.

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to Crown PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.

Following the IPO, the sale of the Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

For the year ended December 31, 2022, cash used in operating activities was $498,316, resulting primarily from the net income of $14,797,454 which was impacted by unrealized gain on change in fair value of warrant liabilities of $8,101,600, trust dividend income of $3,985,204, settlement of payable for $6,472,941 and a recovery of offering costs allocated to warrants for $479,780 offset by changes in operating assets and liabilities of $3,743,755 of cash from operating activities.

Cash provided from financing activities include borrowings under the Convertible Note of $216,000 and capital contributions from Crown PropTech Sponsor of $347,721.

As of December 31, 2022 and 2021, we had cash outside the trust account of $80,212 and $14,807 available for working capital needs and working capital deficits of $1,512,654 and $4,091,246, respectively.

All remaining

cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.

As of December 31, 2022 and 2021, none of the amount in the trust account was available to be withdrawn as described above.

Through December 31, 2022, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and a capital contribution from Crown PropTech Sponsor of $347,721 in 2022.

On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “Convertible Note”).

2 unchanged sentences

If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note;

however, no proceeds from the trust account may be used for such repayment if we do not consummate the business combination.

however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination.

Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr.

1 unchanged sentence

As of December 31, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $666,000.

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year for the issuance date of the financial statements.

Although no formal agreement exists, our sponsors are committed to extend loans as needed.

Accordingly, we may not be able to obtain additional financing.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all, or that our plans to consummate an initial business combination will be successful.

We have until February 2024 (as extended), or the end of any extension to the Combination Period, to consummate a business combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the Initial Public offering requiring the Company to register such securities for resale.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder

Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

1 unchanged sentence

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

On November 10, 2021 (but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, the sponsor, Anchor Investor and certain other stockholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement.

On November 10, 2021 (but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor, Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement.

As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.

Underwriting Agreement

On February 11, 2021, 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.

Lease Agreement

We have an agreement to pay the sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.

On February 11, 2021, we 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, was payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

Advisory Service Agreements

We may enlist various entities as capital market advisors to assist in the identification and consummation of an initial business combination.

Fees for such services will be payable only upon consummation of an initial business combination by us.

During the fourth quarter of 2022 these contracts with the advisors have been terminated and no amounts were paid or due under the contracts.

Administrative Support Agreement

We previously entered into an administrative agreement to pay Crown PropTech Sponsoror an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support Payments”).

Pursuant to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are no longer required to pay any such payments.

As of December 31, 2022, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.

From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.

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.

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 Brivo 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 Brivo Business Combination.

The demand letter seeks, among other things, that Crown provide additional disclosures related to the Brivo 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 Brivo Business Combination.

The outcome of any future litigation is uncertain.

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.

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.

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.

Attorney Fees

We have 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 we are 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.

We continue to incur business combination related legal fees and the ultimate amount of such payments will be quantified at or near the time of closing.

Critical Accounting Policies and Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our audited financial statements, which have been prepared in accordance with U.S.

The preparation of these audited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

We incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of December 31, 2022, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

Convertible Note

On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

Chera agreed to loan us up to an aggregate principal amount of $1,500,000.

See “ Liquidity and Capital Resources .”

Contractual Obligation

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described above.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

2 unchanged sentences

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.

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.

1 unchanged sentence

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.

Accordingly, as of December 31, 2022 and 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Net Loss per Ordinary Shares

1 unchanged sentence

Earnings and losses are shared pro rata between the two classes of shares.

The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

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

2 unchanged sentences

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.

As such, upon sale of 690,000 Founder Shares to the Anchor Investors the valuation of these shares was recognized as a deferred offering cost and charged to temporary equity and other expenses.

At February 11, 2021, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $795,825.

Recent Accounting Pronouncements

In August 2020, 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.

See Note 2 to the financial statements required by Item 15 of this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

3 unchanged sentences

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As a result, the consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of

the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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-K

Item 7. Management’s Discussion and Analysis