54 unchanged sentences
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.
−Removed: 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.
−Removed: On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.
+Added: Golub 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.
+Added: On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination had not been consummated by July 9, 2022.
On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.
4 unchanged sentences
Settlement of Payables
−Removed: 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.
+Added: In 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.
5 unchanged sentences
We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended March 31, 2023, we had a net loss of $255,872.
−Removed: We incurred $913,729 of operating costs consisting mostly of legal fees and had a change in fair value of warrant liability of $1,421,333, partially offset by income on our trust account for $1,701,319 and settled payables and amounts due to related parties of $377,871.
−Removed: For the three months ended March 31, 2022, we had a net income of $3,356,489.
+Added: For the three months ended June 30, 2023, we had a net income of $860,209.
+Added: We had a settlement of payables of $400,000, a change in fair value of warrant liability of $284,266 and income on our trust account for $511,717, partially offset by $335,774 of operating costs.
+Added: For the six months ended June 30, 2023, we had a net income of $604,337.
+Added: We incurred income on our trust account for $2,213,036 and settled payables $777,871, partially offset by $1,249,503 of operating costs consisting mostly of legal fees and had a change in fair value of warrant liability of $1,137,067.
+Added: For the three months ended June 30, 2022, we had a net income of $212,753.
We incurred $2,311,262 of operating costs consisting mostly of legal fees, generated income on our trust account for $392,015 and had a change in fair value of warrant liability of $2,132,000.
+Added: For the six months ended June 30, 2022, we had a net income of $3,569,242.
+Added: We incurred $3,525,566 of operating costs consisting mostly of legal fees, generated income on our trust account for $414,541, and had a change in fair value of warrant liability of $6,680,267.
Liquidity, Capital Resources and Going Concern
6 unchanged sentences
In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.
−Removed: For the three months ended March 31, 2023, cash used in operating activities was $221,839, resulting primarily from the net loss of $255,872 which was impacted by unrealized loss on change in fair value of warrant liabilities of $1,421,333, settlement of payables and amount due to related parties of $377,871, trust dividend income of $1,701,319 and changes in operating assets and liabilities used $691,890 of cash from operating activities.
−Removed: For the three months ended March 31, 2022, cash provided by operating activities was $23,696, resulting primarily from the net income of $3,356,489 which was impacted by unrealized gain on change in fair value of warrant liabilities of $4,548,267 and trust dividend income of $22,526 and offset by changes in operating assets and liabilities used $1,238,000 of cash from operating activities.
−Removed: As of March 31, 2023 and December 31, 2022, we had cash outside the trust account of $1,373 and $80,212 available for working capital needs and working capital deficits of $2,040,513 and $1,512,654, respectively.
+Added: For the six months ended June 30, 2023, cash used in operating activities was $509,861, resulting primarily from the net income of $604,337 which was impacted by unrealized loss on change in fair value of warrant liabilities of $1,137,067, settlement of payables $777,871, trust dividend income of $2,213,036 and changes in operating assets and liabilities of $739,642.
+Added: For the six months ended June 30, 2022, cash used in operating activities was $10,229, resulting primarily from the net income of $3,569,242 which was impacted by unrealized gain on change in fair value of warrant liabilities of $6,680,267 and trust dividend income of $414,541 and offset by changes in operating assets and liabilities used $3,515,337 of cash from operating activities.
+Added: As of June 30, 2023 and December 31, 2022, we had cash outside the trust account of $31,048 and $80,212 available for working capital needs and working capital deficits of $1,658,590 and $1,512,654, respectively.
All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.
−Removed: As of March 31, 2023 and December 31, 2022, none of the amount in the trust account was available to be withdrawn as described above.
−Removed: Through March 31, 2023, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital contributions from Crown PropTech Sponsor of $355,721.
+Added: As of June 30, 2023 and December 31, 2022, none of the amount in the trust account was available to be withdrawn as described above.
+Added: Through June 30, 2023, our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital contributions from the Sponsors of $673,418.
On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.
9 unchanged sentences
Chera, the A&R Note no longer provides for the Conversion Right.
−Removed: We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.
−Removed: We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year for the issuance date of the financial statements.
−Removed: Although no formal agreement exists, our sponsors are committed to extend loans as needed.
−Removed: Accordingly, we may not be able to obtain additional financing.
−Removed: If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses.
−Removed: We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all, or that our plans to consummate an initial business combination will be successful.
−Removed: In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about our ability to continue as a going concern.
−Removed: We have until February 2024 (as extended), or the end of any extension to the Combination Period, to consummate a business combination.
−Removed: If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.
Commitments and Contingencies
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Pursuant to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are no longer required to pay any such payments.
−Removed: As of March 31, 2023, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.
+Added: As of June 30, 2023, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.
Attorney Fees
We incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.
−Removed: As of March 31, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.
+Added: As of June 30, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.
On November 30, 2021, we entered into a convertible promissory note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.
15 unchanged sentences
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.
−Removed: Accordingly, as of March 31, 2023 and December 31, 2022, 4,196,485 and 27,600,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively.
−Removed: Net (Loss) Income per Ordinary Shares
+Added: Accordingly, as of June 30, 2023 and December 31, 2022, 4,196,485 and 27,600,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets, respectively.
+Added: Net Income per Ordinary Shares
We have 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.
−Removed: The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the three months ended March 31, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.
−Removed: As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for the periods presented.
+Added: The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the three and six months ended June 30, 2023 and 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.
+Added: As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
Anchor Investors
6 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: As of March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
+Added: As of June 30, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
8 unchanged sentences
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.