Other Information
−Removed: As previously disclosed, 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.
−Removed: Chera agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Convertible Note”).
−Removed: The Convertible Note was non-interest bearing and due on the earlier of:
−Removed: (i) 12 months from the date thereof or (ii) the date on which the Company consummates a Business Combination.
−Removed: The Convertible Note provided Mr.
−Removed: Chera with the option to convert up to $1,500,000 into warrants at a price of $1.50 per warrant (the “Conversion Right”).
−Removed: 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:
−Removed: (i) February 11, 2024;
−Removed: (ii) the date on which the Company consummates a Business Combination;
−Removed: or (iii) the effective date of a liquidation of the Company.
−Removed: Additionally, due to a waiver by Mr.
−Removed: Chera, the A&R Note no longer provides for the Conversion Right.
−Removed: All other terms under the A&R Note remain the same as in the Convertible Note.
−Removed: The proceeds of the A&R Note, which may be drawn down from time to time until the Company consummates a Business Combination, will be used for general working capital purposes.
−Removed: The issuance of the A&R Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
−Removed: At March 31, 2023 and December 31, 2022, $801,000 and $666,000 was outstanding on the A&R Note, respectively.
−Removed: The foregoing description of the A&R Note does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the A&R Note, which the Company has filed as an exhibit to this Quarterly Report.
+Added: Not applicable.
Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 9, 2023, (SEC file no.
Letter Agreement, dated January 17, 2023, by and among Crown PropTech Acquisitions, Crown PropTech Sponsor, LLC, Richard Chera and CIIG Management III LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed January 17, 2023 (SEC file no.
−Removed: 001-40017)) .
−Removed: Form of Non-Redemption Agreement and Assignment of Economic Interest (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 1, 2023 (SEC file no.
−Removed: Amended and Restated Promissory Note, dated May 31, 2023, issued by Crown PropTech Acquisitions to Richard Chera.
+Added: Amended and Restated Promissory Note, dated May 31, 2023, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on June 2, 2023 (SEC file no.
Certification of Co-Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
4 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: XBRL Taxonomy Extension Schema Document
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: XBRL Taxonomy Extension Definition Linkbase Document
−Removed: XBRL Taxonomy Extension Label Linkbase Document
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Schema Document
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
3 unchanged sentences
CROWN PROPTECH ACQUISITIONS
+Added: August 14, 2023
Co-Chief Executive Officer
4 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.