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Item 1. Financial Statements

2023-08-14 compared with 2023-06-02 · 162 added, 158 removed, 369 unchanged (46% of the section changed)

14 unchanged sentences

Total liabilities

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

Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of June 30, 2023 and December 31, 2022, respectively

Shareholders’ deficit:

4 unchanged sentences

200,000,000 shares authorized;

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

no shares issued or outstanding, excluding 4,196,485 and 27,600,000 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively

Class B ordinary shares, $ 0.0001 par value;

8 unchanged sentences

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

For the Three Months

Ended June 30,

For the Six Months

Ended June 30,

Operating costs

Loss from operations

Other income (expense):

Income (loss) from operations

Other income:

Trust dividend income

2 unchanged sentences

Total other income, net

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

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 ordinary share

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Ordinary Shares

1 unchanged sentence

Balance as of December 31, 2022

Capital contribution from Initial Sponsor

Capital contribution from Sponsors

Remeasurement of ordinary shares subject to redemption value

1 unchanged sentence

agreements (see Note 2)

Capital contribution from non-

Capital contribution from non-redemption

CIIG Securities Assignment Agreement (see Note 2)

1 unchanged sentence

Balance as of March 31, 2023

FOR THE THREE MONTHS ENDED MARCH 31, 2022

Capital contribution from Sponsor

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2023

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022

Ordinary Shares

1 unchanged sentence

Balance as of December 31, 2021

Remeasurement of ordinary shares subject to redemption value

Remeasurement of ordinary shar e

s subject to redemption value

Balance as of March 31, 2022

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2022

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

For the three

March 31, 2023

March 31, 2022

For the Six Months Ended June 30,

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Change in fair value of warrant liabilities

10 unchanged sentences

Cash Flows from Financing Activities:

Capital contribution from Initial Sponsor

Capital contribution from Sponsors

Borrowings under the promissory note

Redemption of Class A common stock subject to possible redemption

Redemption of Class A ordinary share subject to possible redemption

( 238,305,063

10 unchanged sentences

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2023

JUNE 30, 2023

Note 1—Organization and Business Operations

4 unchanged sentences

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.

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.

As of June 30, 2023, the Company had not yet commenced any operations.

All activity through June 30, 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.

5 unchanged sentences

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

On January 17, 2023, the Board of Directors of the Company (the “Board”) appointed Mr.

Gavin Cuneo and Mr.

9 unchanged sentences

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

to Crown (and together with Crown PropTech Sponsor, the “Sponsors”).

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.

Extraordinary General Meeting

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

8 unchanged sentences

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.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

As a result, $ 238,305,063 (approximately $ 10.18 per share) was withdrawn

from the Trust Account (described below) to redeem such shares.

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.

Change in Board of Directors

On May 5, 2023, Frits van Paasschen, a member of the Board, chair of the Audit Committee of the Board, chair of the Nominating and Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, 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 of the Board, a member of the Nominating and Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, effective immediately.

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

On February 11, 2021, the Company consummated the IPO by issuing

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.

Simultaneously

with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 4.

Trust Account

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.

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 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

4 unchanged sentences

Termination of the Proposed Brivo Transaction

On November 10, 2021, the Company 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”).

November 10, 2021, the Company 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, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”).

connection with the signing of the Business Combination Agreement, the Company 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, the Company received a notice of election from Golub, notifying the Company 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, the Company received a notice of election from Brivo, notifying the Company that Brivo had elected to terminate the Business Combination.

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

August 10, 2022, the Company received a notice of election from Brivo, notifying the Company that Brivo had elected to terminate the Business Combination.

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

5 unchanged sentences

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Business Combination must be with one or more target businesses that together have a fair market value equal to at least

80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires

50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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

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.

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”).

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.

30, 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”).

Company’s 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.

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 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 .

of June 30, 2023, the Company had cash outside the Trust Account of $ 31,048 available for working capital needs and working capital deficit of $ 1,658,590 .

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 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 $

As of June 30, 2023, none of the amount in the Trust Account was available to be withdrawn as described above.

Through June 30, 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 Sponsors of $ 673,418 .

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 Co-Sponsors

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

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 are issued.

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

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

3 unchanged sentences

“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 financial statements are issued.

The Company has until February 11, 2024, or by the end of any extension to the Combination Period, 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 from 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.

17 unchanged sentences

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

Operating results for the three and six months ended June 30, 2023 are 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”);

2 unchanged sentences

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.

filed by the Company with the S E

C on May 2, 2023.

Principles of Consolidation

12 unchanged sentences

Cash and Cash Equivalents

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 March 31, 2023 and December 31, 2022.

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 June 30, 2023 and December 31, 2022.

Investments Held in Trust Account

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

At June 30, 2023 and December 31, 2022, the Trust Account had $ 43,906,522 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.

1 unchanged sentence

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.

During the three and six months ended June 30, 2023, the Company withdrew $ 0 and $ 238,305,063 , respectively, of principal and interest income from the Trust Account in connection with redemptions.

During the three and six months ended June 30, 2022, no amounts were withdrawn from the Trust Account in connection with redemptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

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

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At June 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.

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.

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 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:

Accordingly, as of June 30, 2023 and December 31, 2022, 4,196,485

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.

As of December 31, 2022 and June 30, 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

1 unchanged sentence

Remeasurement of carrying value to redemption value

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.

Ordinary shares subject to possible redemption, June 30, 2023

Net Income per Ordinary Shares

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

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

Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50 per share were issued on February 11, 2021.

No warrants were exercised during the three 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

No warrants were exercised during the three and six months ended June 30, 2023 and 2022.

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 ordinary share is the same as basic net income per ordinary share for the periods.

For the Three Months Ended June 30,

For the Six Months Ended June 30,

Basic and diluted net income per share

Allocation of net income including

remeasurement of temporary

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Basic and diluted net income per share

Share Based Compensation

3 unchanged sentences

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

The shares were issued in February 2021 (“Grant Date”), and the shares vested immediately.

shares were issued in February 2021 (“Grant Date”), and the shares vested immediately.

Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates.

7 unchanged sentences

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.

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 ASC815-40.

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

2 unchanged sentences

Working Capital Loans Option

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”).

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 differ

ences are expected to affect taxable income.

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 June 30, 2023, the Working Capital Loan Option no longer existed and at December 31, 2022 the value of the Working Capital Loan Option was $ 0 .

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.

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited consolidated condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

740 prescribes a recognition threshold and a measurement attribute for the unaudited consolidated condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

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

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

As of June 30, 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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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 .

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 Crown PropTech Sponsor in a private transaction.

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

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

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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.

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 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.

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

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Note 4—Private Placement Warrants

Simultaneously with the closing of the IPO, Crown PropTech 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 Crown PropTech Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”).

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

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.

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.

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.

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

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Promissory Note—Related Party

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 .

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.

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

No future borrowings are permitted under this Promissory Note.

Administrative Support Agreement

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.

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.

At June 30, 2023 and December 31, 2022, $ 0 and $ 339,107 , respectively, was reported on the consolidated condensed balance sheets as due to related party.

At June 30, 2023, $ 339,107 is included in the consolidated condensed statements of operations as settlement of payables.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders 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”).

order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders 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.

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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 former Chief Executive Officer and director, pursuant to which Mr.

r 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”).

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The warrants would be identical to the Private Placement Warrants.

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:

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;

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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.

At June 30, 2023 and December 31, 2022, $ 801,000 and $ 666,000 was outstanding on the A&R Note, respectively.

Note 6—Commitments & 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale.

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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on 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.

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Underwriters Agreement

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.

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.

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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.

April and January 2023 and December 2022, the Company settled $ 400,000 , $ 377,871 and $ 6,472,941 , respectively, for an aggregate $ 7,250,812 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 March 31, 2023 and December 31, 2022, there were no preference shares issued or outstanding.

The Company is authorized to issue a total of

1,000,000 preference shares at par value of $

At June 30, 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).

At June 30, 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;

At June 30, 2023 and December 31, 2022, there were 6,900,000 Class B ordinary shares issued or outstanding.

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

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.

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Note 8—Warrants

Public Warrants may only be exercised for a whole number of shares.

Warrants may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO.

The Public Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

Company has agreed that as soon as practicable, but in no event later than 15 business

days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

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.

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

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th

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.

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

in whole and not in part;

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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.

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.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

4 unchanged sentences

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 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.

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

n, 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.

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.

19 unchanged sentences

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.

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 June 30, 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.

March 31, 2023

June 30, 2023

Investments held in Trust Account

8 unchanged sentences

Fair Value of warrants and Working Capital Loan Option

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

The Company utilized an internal model to value the Working Capital Loan op tion

at December 31, 2022.

Note 10—Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited consolidated condensed financial statements were issued.

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.

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.

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited consolidated condensed financial statements were issued.

Based upon this review, 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.

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