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Item 1. Financial Statements

2023-06-02 compared with 2023-01-13 · 271 added, 250 removed, 256 unchanged (67% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

September 30,

Current assets:

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Due to related party

Convertible note

Promissory note

Total current liabilities

Warrant liabilities

Deferred underwriters’ discount

Total liabilities

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

Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of March 31, 2023 and December 31, 2022, respectively

Shareholders’ deficit:

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1,000,000 shares authorized;

none issued and outstanding

no ne issued and outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption

no shares issued or outstanding, excluding 4,196,485 and 27,600,000 shares subject to possible redemption as of March 31, 2023 and December 31, 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

1 unchanged sentence

6,900,000 shares issued and outstanding

Additional paid-in capital

Additional paid-in

Accumulated deficit

( 18,119,972 )

( 21,853,536 )

Total shareholders’ deficit

( 18,022,282 )

( 21,852,846 )

Total liabilities, redeemable shares and shareholders’ deficit

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

Three Months Ended September 30,

Nine Months Ended September 30,

Formation loss and operating costs

Three Months Ended March 31,

Operating costs

Loss from operations

( 4,011,281 )

( 1,121,283 )

Other income (expense):

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Change in fair value of warrant liabilities

Offering expenses related to warrant issuance

Settlement of payables

Total other income, net

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

Net (loss) income

Weighted average Class A ordinary shares outstanding

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

Weighted average Class B ordinary shares outstanding

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

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

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CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

FOR THE THREE MONTHS ENDED MARCH 31, 2023

Ordinary Shares

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Balance as of December 31, 2022

( 21,853,536 )

( 21,852,846 )

Capital contribution from Initial Sponsor

Remeasurement of ordinary shares subject to redemption value

Non-redemption

agreements (see Note 2)

Capital contribution from non-

CIIG Securities Assignment Agreement (see Note 2)

Excess value of CIIG Securities Assignment Agreement

Balance as of March 31, 2023

( 18,519,573 )

( 18,518,883 )

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2022

( 18,698,835 )

( 18,698,145 )

Remeasurement of ordinary shares subject to redemption value

( 1,248,046 )

Capital contribution from Sponsor

Balance as of September 30, 2022

( 18,119,972 )

( 18,022,282 )

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Ordinary Shares

Shareholders’

Equity (Deficit)

Balance as of December 31, 2021

Excess fair value of Private Placement Warrants

Remeasurement of ordinary shares subject to redemption value

( 28,563,378 )

( 28,637,822 )

Balance as of March 31, 2022

( 18,957,983 )

( 18,957,293 )

( 1,472,297 )

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 consolidated condensed financial statements.

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

September 30, 2022

September 30, 2021

For the three

March 31, 2023

March 31, 2022

Cash Flows from Operating Activities:

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Change in fair value of warrant liabilities

( 7,744,845 )

( 13,929,066 )

Trust dividend income

( 1,662,587 )

Offering costs allocated to warrants

Settlement of payables and due to related party

Changes in current assets and current liabilities:

2 unchanged sentences

Accounts payable and accrued expenses

Net cash used in operating activities

( 1,391,297 )

Net cash (used in) provided by operating activities

Cash Flows from Investing Activities:

Investment of cash into trust account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Cash Flows from Financing Activities:

Capital contribution from Initial Sponsor

Borrowings under the promissory note

Redemption of Class A common stock subject to possible redemption

( 238,305,063

Net cash used in investing activities

Net cash used in financing activities

( 238,162,063

Cash Flows from Financing Activities:

Proceeds from Initial Public Offering, net of underwriters’ discount

Proceeds from convertible note to related party

Proceeds from issuance of Private Placement Warrants

Repayment of convertible note to related party

Capital contribution from Sponsor

Payments of offering costs

Net cash provided by financing activities

Net Change in Cash

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Cash - Ending of period

Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

Supplemental Disclosure of Non-cash

Financing Activities:

Remeasurement of Class A ordinary shares subject to possible redemption

Initial value of warrant liabilities

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

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

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NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

Note 1 — Organization and Business Operations

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The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

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

As of September 30, 2022, the Company had not yet commenced any operations.

All activity through September 30, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

As of March 31, 2023, the Company had not yet commenced any operations.

All activity through March 31, 2023, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsor is Crown Proptech Sponsor LLC, a Delaware limited liability company (the “sponsor”).

The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”).

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

Change in Management and Sponsor

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 (the “Board”) appointed

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 Management III LLC (“CIIG”) 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, LLC (“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.

As a result of the above transaction CIIG became a co-sponsor

In connection with the above transaction, Crown PropTech Sponsor entered into a letter agreement dated as of January 17, 2023, whereby Crown PropTech Sponsor is no longer entitled to receive any payments under the administrative services agreement and the Company is no longer required to pay any such payments.

As of the date of this Quarterly Report, the Company has not made any payments pursuant to the administrative agreement and does not expect to incur any related expenses in the near future.

Beginning on January 31, 2023, and continuing until the Company’s February 9, 2023 extraordinary general meeting of shareholders (“Extraordinary General Meeting”), the Company and CIIG entered into certain non-redemption

agreements and assignments of economic interests (the “Non-Redemption

Agreements”) with certain investors (the “Non-Redeeming

The Non-Redemption

Agreements provide for the assignment of economic interest of an aggregate of 1,500,000 Class B ordinary shares held by CIIG to the Non-Redeeming

Investors in exchange for such Non-Redeeming

Investors agreeing to hold and not redeem an aggregate of 4,000,000 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption

Agreements, CIIG has agreed to transfer to such Non-Redeeming

Investors an aggregate of 1,500,000 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business Combination.

Extraordinary General Meeting

On February 9, 2023, the Company’s shareholders approved an amendment to amend and restate the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11, 2023 to February 11, 2024 (the “Extension Proposal”).

In connection with the vote to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).

As a result, $ 238,305,063 (approximately $ 10.18 per share) was deducted from the Trust Account (described below) to pay such holders.

As of February 9, 2023, following the redemption of the class A ordinary shares described above, approximately $ 42,730,489 remained in the Trust Account.

Following the redemptions, there were 4,196,485 Class A ordinary shares issued and outstanding and the 6,900,000 Founder Shares (as defined below) that remained outstanding represented 62.2 % of the Company’s issued and outstanding ordinary shares.

The Company’s initial sponsor was Crown PropTech Sponsor, LLC (“Initial Sponsor”), a Delaware limited liability company.

On January 17, 2023, CIIG Management III LLC (“CIIG”) (together with the Initial Sponsor are the

“Co-Sponsors”)

entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Initial Sponsor, CIIG and Richard Chera, whereby the Initial Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants (described in Note 4) 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 the Initial Sponsor in connection with the Company’s IPO.

The registration statement for the Company’s IPO was declared effective on February 9, 2021.

On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 276,000,000 , which is discussed in Note 3.

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Following the closing of the IPO on February 11, 2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7

of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 36 months from the closing of the IPO (or until February 11, 2024), subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Termination of the Proposed Brivo Transaction

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In addition, the remaining Subscription Agreements were automatically terminated.

Following a confidential settlement arrangement, the Company is 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.

Initial Business Combination

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There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion.

The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination.

The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”).

However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust

account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period.

The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act.

However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company.

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

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

As of March 31, 2023, the Company has until February 11, 2024 to consummate a Business Combination (the “Combination Period”).

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Co-Sponsors,

officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

In the event of a liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination by February 11, 2024, Crown PropTech Sponsor (but not CIIG) has agreed that it will indemnify

the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and believe that Crown PropTech Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that Crown PropTech Sponsor would be able to satisfy those obligations.

Withdrawal of Registration Statement

On January 13, 2023, the Company formally withdrew its Form S-4

Registration Statement from the SEC associated with the BCA.

Liquidity, Capital Resources and Going Concern

As of September 30, 2022, the Company had cash outside the Trust Account of $ 616 available for working capital needs and working capital deficit of $ 8,005,527 .

As of March 31, 2023, the Company had cash outside the Trust Account of $ 1,373 available for working capital needs and working capital deficit of $ 2,040,513 .

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 September 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2022, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, the Promissory Note, the Convertible Note (as defined below) and a capital contribution from the sponsor of $ 97,000 in the third quarter of 2022.

As of March 31, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

Through March 31, 2023, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below) and capital contributions from the Initial Sponsor of $

The Company has incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Although no formal agreement exists, the sponsor is committed to extend loans as needed (see Note 5).

Although no formal agreement exists, the Co-Sponsors

are committed to extend loans as needed (see Note 5).

Accordingly, the Company may not be able to obtain additional financing.

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The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until February 11, 2024 to consummate a Business Combination.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

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

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Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

In February 2022, the Russian Federation commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation.

As of the date of these financial statements, the impact of this action and the related sanctions on the world economy and the effect on these unaudited financial statements are currently not determinable.

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 the unaudited consolidated condensed 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 the unaudited consolidated condensed financial statements.

The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s results of operations and ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine.

The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact its business and the Company’s ability to complete an initial Business Combination.

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In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three and nine months ended September 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.

Operating results for the three months ended March 31, 2023 is not necessarily indicative of the results that may be expected through December 31, 2023.

The Company’s subsidiaries include Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”) and Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Crown (“Merger Sub II”);

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All intercompany transactions have been eliminated upon consolidation.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K

filed by the Company with the SEC on May 2, 2023.

Principles of Consolidation

The accompanying consolidated condensed financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of September 30, 2022 and December 31, 2021.

The Company did no t have any cash equivalents as of March 31, 2023 and December 31, 2022.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the Trust Account had $ 277,675,932 and $ 276,013,345 held in marketable securities, respectively.

During the three and nine months ended September 30, 2022 and 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.

At March 31, 2023 and December 31, 2022, the Trust Account had $ 43,394,805 and $ 279,998,549 held in marketable securities, respectively.

Such securities are presented on the consolidated condensed balance sheets at fair value at the end of the reporting period.

Dividends resulting from the change in fair value of these securities are included in trust dividend income in the accompanying consolidated condensed statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

During the three months ended March 31, 2023 and 2022, the Company withdrew $ 238,305,063 and $ 0 , respectively, of principal and interest income from the Trust Account in connection with redemption.

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 September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.

At March 31, 2023 and December 31, 2022, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

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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 September 30, 2022 and 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 consolidated condensed balance sheet.

As of December 31, 2021 and September 30, 2022, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheet are reconciled in the following table:

Gross proceeds from IPO

Proceeds allocated to Public Warrants, net of offering costs

( 13,708,000 )

Ordinary share issuance costs

( 15,663,595 )

Remeasurement of carrying value to redemption value

Accordingly, as of March 31, 2023 and December 31, 2022, 4,196,485 and 27,600,000 , respectively, shares of 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 consolidated condensed balance sheets, respectively.

As of December 31, 2022 and March 31, 2023, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheets are reconciled in the following table:

Ordinary shares subject to possible redemption, December 31, 2022

( 238,305,063

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, September 30, 2022

Net Income per Ordinary Shares

Ordinary shares subject to possible redemption, March 31, 2023

Net (Loss) Income per Ordinary Shares

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

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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 and nine months ended September 30, 2022 and 2021.

The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.

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

For the three months ended September 30,

Basic and diluted net income per share

Allocation of net income including remeasurement of temporary equity

Weighted-average shares outstanding

Basic and diluted net income per share

For the nine months ended September 30,

Basic and diluted net income per share

Allocation of net income including remeasurement of temporary equity

No warrants were exercised during the three months ended March 31, 2023 and 2022.

The calculation of diluted (loss) 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 (loss) income per common share is the same as basic net (loss) income per common share for the periods.

For the three months ended March 31,

Basic and diluted net (loss) income per share

Allocation of net (loss) income including remeasurement of temporary equity

Weighted-average shares outstanding

Basic and diluted net income per share

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the public offering upon the completion of the IPO.

Transaction costs amounted to $ 16,505,915 consisting of $ 5,520,000 of underwriting fee, $ 9,660,000 of deferred underwriting fee, $ 795,825 of excess fair value of the Anchor Investor (as defined below) shares and $ 530,090 of other offering costs.

Of the total transaction costs $ 819,794 was charged to non-operating expense in the statement of operations with the rest of the offering costs charged to temporary equity.

The transaction costs were allocated based

on the relative fair value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A ordinary shares.

Anchor Investors

The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors.

The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A.

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

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

Basic and diluted net (loss) income per share

Share Based Compensation

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The acquired shares vested upon granting of the shares.

The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions.

The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) are not entitled to redemption from the funds held in the Trust Account, or any liquidating distributions.

If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless.

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Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Derivative Warrant Liabilities

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The Company evaluates all of its financial instruments, including issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed

at the end of each reporting period.

The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations.

The liabilities are subject to re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations.

Working Capital Loans Option

On November 30, 2021, Richard Chera, the Company’s Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the expenses of the Company.

At the option of Richard Chera, the outstanding principle of $ 491,000 at September 30, 2022 may be converted into that number of warrants equal to the outstanding principle of the note divided by $ 1.50 ( 327,333 warrants).

The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value.

At September 30, 2022 and December 31, 2021 the value of the Working Capital Loan Option was $ 0 .

On November 30, 2021, Richard Chera, the Company’s former Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the expenses of the Company (“Working Capital Loan”).

At December 31, 2022, at the option of Richard Chera, the outstanding principle of $ 666,000 may be converted into that number of warrants equal to the outstanding principle of the note divided by $ 1.50 ( 444,000 warrants).

The option (“Working Capital Loan Option”) to convert the Working Capital Loan into warrants qualified as an embedded derivative under ASC 815 and was required to be reported at fair value.

On May 31, 2023, and effective as of January 17, 2023, Richar d

Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At March 31, 2023, the Working Capital Loan Option no longer existed and at December 31, 2022 the value of the Working Capital Loan Option was $ 0 .

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the unaudited consolidated condensed financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

ences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

3 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of March 31, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

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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.

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.

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.

The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis.

amends the diluted earnings per share guidance, including the requirement to use the if-converted

method for all convertible instruments.

The Company adopted ASU 2020-06

on January 1, 2022, and the standard was applied on a full retrospective basis.

There was no material impact on the Company’s 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 unaudited consolidated condensed financial statements.

Securities Assignment Agreement

On January 17, 2023, pursuant to the Assignment Agreement, CIIG, acquired an aggregate of 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants of the Company from the Initial Sponsor in a private transaction.

Management of the Company determined the fair value of the Class B ordinary shares and Private Placement Warrants acquired to be $ 2,859,310 .

The excess value of the Class B ordinary shares and Private Placement Warrants acquired of $ 2,837,593 is reported as a component of shareholders’ deficit.

Non-Redemption

Beginning on January 31, 2023, and continuing until the Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption

Agreements with the Non-Redeeming

The Non-Redemption

Agreements provide for the assignment of economic interest of an aggregate of 1,500,000 Class B ordinary shares held by CIIG to the Non-Redeeming

Investors in exchange for such Non-Redeeming

Investors agreeing to hold and not redeem an aggregate of 4,000,000 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption

Agreements, CIIG has agreed to transfer to such Non-Redeeming

Investors an aggregate of 1,500,000 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of the 1,500,000 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 1,156,500 or $ 0.77 per share.

Each Non-Redeeming Investor acquired from the Co-Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption Agreements is reported as a component of shareholders’ deficit.

Note 3—Initial Public Offering

Pursuant to the IPO, the Company sold 27,600,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A Ordinary share, par value $ 0.0001 per share, and one -third of one redeemable warrant (“Public Warrant”).

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, and one -third

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

Note 4—Private Placement Warrants

Simultaneously with the closing of the IPO, the sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc.

Simultaneously with the closing of the IPO, Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc.

(collectively, the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

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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 October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to Crown PropTech 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 Class B ordinary share for each Class B ordinary share, resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

On February 11, 2021, the sponsor transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021, the Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

After transferring shares to the Anchor Investors, directors and advisors, the sponsor owns 5,960,000 Founder Shares.

The sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a business combination or (ii) the date following the completion of a business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a business combination, the Founder Shares will be released from the lockup.

On February 11, 2021, Crown PropTech Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021, Crown PropTech Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

Immediately after transferring shares to the Anchor Investors, directors and advisors, Crown PropTech Sponsor owned 5,960,000 Founder Shares.

On January 17, 2023, CIIG entered into the Assignment Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby the 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.

Total consideration paid for the class B ordinary shares and private placement warrants was $21,717.

Crown PropTech Sponsor, CIIG 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.

day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup.

Promissory Note—Related Party

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

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

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

The Promissory Note was non-interest

bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO.

On February 11, 2021, the Company had repaid the Promissory Note in full.

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Administrative Support Agreement

Commencing on the date of the IPO, the Company has agreed to pay the sponsor a total of $ 15,000 per month for office space and administrative support services.

Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three and nine months ended September 30, 2022, the Company has incurred $ 45,000 and $ 135,000 , respectively, in administrative support fees.

For the three and nine months ended September 30, 2021, the Company has incurred $ 45,000 and $ 114,107 , respectively, in administrative support fees.

At September 30, 2022 and December 31, 2021, the Company owed $ 294,107 and $ 159,107 , respectively, for these fees and reported them as due to related party on the balance sheet.

Commencing on the date of the IPO, the Company agreed to pay Crown PropTech Sponsor a total of $ 15,000 per month for office space and administrative support services.

Upon completion of the initial Business Combination or the Company’s liquidation, the Company would cease paying these monthly fees.

On January 17, 2023, Crown PropTech Sponsor agreed to waive all amounts due under the administrative support agreement and cease charging future fees.

At March 31, 2023 and

December 31, 2022, $ 0 and

respectively,

was reported on the consolidated condensed balance sheet s

as due to related party.

At March 31, 2023, $ 339,107

is included in the consolidated condensed statement s

of operations as settlement of payables.

Working Capital Loans

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The warrants would be identical to the Private Placement Warrants.

On November 30, 2021, the Company entered into a convertible note with Richard Chera, its Chief Executive Officer and director, pursuant to which Mr.

On November 30, 2021, the Company entered into a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant to which Mr.

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

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

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

The Convertible Note was non-interest

bearing and due on the earlier of:

(i) 12 months from the date thereof or (ii) the date on which the Company consummates a Business Combination.

If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Note;

however, no proceeds from the Trust Account may be used for

such repayment if the Company does not consummate the business combination.

however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate the Business Combination.

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

Chera (the “Conversion Right”).

The warrants would be identical to the Private Placement Warrants.

As of September 30, 2022 and December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $ 491,000 and $ 450,000 , respectively.

On May 31, 2023, and effective as of January 17, 2023, the Convertible

Note was amended and restated (the “A&R Note”) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of:

(i) February 11, 2024;

(ii) the date on which the Company consummates a Business Combination;

or (iii) the effective date of a liquidation of the Company.

Additionally, due to a waiver by Mr.

Chera, the A&R Note no longer provides for the Conversion Right.

At March 31, 2023 and December 31, 2022, $ 801,000 and $ 666,000 was outstanding on the A&R Note, respectively.

Note 6—Commitments & Contingencies

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Underwriters Agreement

On February 11, 2021, the Company paid a fixed underwriting discount of $ 0.20 per Unit, or $ 5,520,000 in the aggregate.

Additionally, a deferred underwriting discount of $ 0.35 per Unit, or $ 9,660,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial business combination, subject to the terms of the underwriting agreement.

As disclosed under “Note 10.

Subsequent Events,” in December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

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 the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

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

Advisory Service Agreements

The Company has enlisted various entities as capital market advisors to assist in the identification and consummation of an initial Business Combination.

Fees for such services are payable only upon consummation of an initial business combination by the Company and are payable out of funds allocated as the deferred underwriters’ discount.

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

Attorney Fees

The Company 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 September 30, 2022 total fees incurred amounted to approximately $ 6.5 million.

Of the total legal fees, 20 % or approximately $ 1.3 million were contingent upon consummation of a business combination.

As disclosed under “Note 10.

Subsequent Events,” in December 2022 and January 2023, the Company settled $ 7,008,070 due to vendors, including the $ 6.5 million of legal fees incurred as of September 30, 2022, for total cash payments of $ 514,964 .

Legal Proceedings

As of the date of this Form 10-Q, and in connection with the Business Combination with Brivo, Crown has received two demand letters by purported stockholders of Crown.

On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown.

The demand letter alleges, among other things, that the Crown board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC.

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

On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown.

The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect to the Business Combination.

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

On June 27, 2022, Crown received a demand letter by a purported stockholder of Crown.

The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding 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 are no longer relevant given the termination of the Business Combination Agreement.

In connection with determining the probability of loss associated with such legal proceedings and whether any potential losses associated therewith are estimable, the Company takes into account what is believed to be all relevant known facts and circumstances, and what is believed to be reasonable assumptions regarding the application of those facts and circumstances to existing agreements, laws and regulations.

Accordingly, the Company can provide no assurance that the outcome of the various legal proceedings that the Company is currently involved in, or will become involved with in the future, will not, individually or in the aggregate, have a material adverse effect on the Company’s balance sheet, statement of operations or cash flows.

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

Settlement of Payables

In January 2023 and December 2022, the Company settled $ 377,871 and $ 6,472,941 , respectively, for an aggregate

$ 6,850,812 due to vendors and related parties.

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.

Note 7 — Shareholders’ Deficit

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

At September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption).

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

At September 30, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding.

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, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

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, 2023 and December 31, 2022, there were no shares issued and outstanding (excluding 4,196,485 and 27,600,000 shares subject to possible redemption, respectively).

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 March 31, 2023 and December 31, 2022, there were 6,900,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law;

provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a business combination on a one-for-one basis, subject to adjustment.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one

basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans;

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

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

Note 8 — Warrants

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If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Notwithstanding the above, if the Class A ordinary shares are at the time of any

exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:

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to each warrant holder;

● if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before we send to the notice of redemption to the warrant holders.

if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading

day period ending three business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

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Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a business combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a business combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are 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.

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 Board 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.

so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Upon inception, the Company’s warrants were based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

The inputs used to determine the fair value of the Warrant liabilities were classified within Level 3 of the fair value hierarchy.

On March 30, 2021 the Company’s Public Warrants began trading on the New Yock Stock Exchange.

Consequently, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

The 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.

As such, the valuation of the Private Warrants is based on the valuation of the Public Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

The Company’s Working Capital Loan option was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

At December 31, 2022, the Company’s Working Capital Loan option was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

The inputs used to determine the fair value of the Working Capital Loan option liability were classified within Level 3 of the fair value hierarchy.

On May 31, 2023, and effective as

of January 17, 2023, Richard Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At March 31, 2023, the Working Capital Loan Option no longer existed.

The following table presents fair value information 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.

September 30, 2022

March 31, 2023

Investments held in Trust Account

Working Capital Loan Option

Public Warrants

Private Warrants

Fair Value of warrants and Working Capital Loan Option

Fair Value of warrants

December 31, 2022

Investments held in Trust Account

Working Capital Loan Option

Public Warrants

( 5,244,000 )

Private Warrants

( 2,857,600 )

Fair Value of warrants and Working Capital Loan Option

( 5,244,000 )

( 2,857,600 )

The Company utilized a binomial lattice analysis to value the Working Capital Loan option at December 31, 2021 and an internal model at September 30, 2022.

The following table provides a reconciliation of changes in the Level 3 fair value classification for the three and nine months ended September 30, 2021:

Fair value at December 31, 2020

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)

( 4,110,933 )

Reclassification of Public Warrants to Level 1(1)

( 7,544,000 )

Change in fair value

Fair Value at September 30, 2021

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

The Company utilized an internal model to value the Working Capital Loan option at December 31, 2022.

Note 10 — Subsequent Events

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Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements other than the matters discussed below.

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

In December 2022 and January 2023, the Company settled $ 7,008,070 due to vendors, including its legal counsel, for total cash payments of $ 514,964 .

In order to make such cash payments, the Company utilized a combination of (i) amounts received under the Settlement Arrangement and (ii) additional working capital loans from Richard Chera.

On May 5, 2023, Frits van Paasschen, a member of the Board and chair of the Audit

Committee, chair of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee, notified the Board of his resignation from the Board, effective upon the acceptance by the Board, which the Board accepted on May 8, 2023.

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

On May 8, 2023, the Board elected Chris Rogers as a member of the Board, chair of the Audit Committee, a member of the Nominating and Corporate Governance Committee, and a member of the Compensation Committee, effective immediately.

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