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Item 2. Management’s Discussion and Analysis

2025-03-31 compared with 2023-08-14 · 442 added, 146 removed, 21 unchanged (97% of the section changed)

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

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

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

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

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or the negative of such terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

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

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

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

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

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

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

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

Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“Crown,” “our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated

condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can

identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” or the negative of such

terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

We are a blank check company incorporated

as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

sponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company and CIIG Management

III LLC (“CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”).

The registration statement for our

initial public offering (the “IPO”) became effective on February 8, 2021.

On February 11, 2021, we consummated the

IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the

IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being

offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public

Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million,

inclusive of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the closing of

the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement

Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with

Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the

Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the

Private Placement were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer &

Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until

the earlier of:

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

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

If we have not completed a business combination by February 11, 2024 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

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

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

There will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination Period, including any extension thereto that may be approved by our shareholders.

On August 12, 2022, Dr.

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

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

In addition, on August 12, 2022, Dr.

Martin Enderle informed the Board of his decision to resign as a member of the Board and chair of the Audit Committee, effective immediately.

Concurrently with Dr.

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

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

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

Change in Management, Sponsor and

Board of Directors

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 appointed Mr.

On January 17, 2023, the Board

of Directors of the Company (the “Board”) appointed Mr.

Gavin Cuneo and Mr.

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

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

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 entered into the Letter Agreement.

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

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

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

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 Investors”).

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.

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.

Termination of the Proposed Brivo Transaction

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

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

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

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

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

On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination 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.

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

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 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.

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.

On February 15, 2024, Gavin Cuneo notified

the Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.

Cuneo also served as

the Company’s principal financial and accounting officer and resigned from such positions as well.

Cuneo’s decision to resign

was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies

or practices.

Michael Minnick, the Company’s

Chief Executive Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr.

Minnick has served as the Company’s Co-Chief Executive Officer since January 2023.

Extraordinary General Meetings

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 Investors”).

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.

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 “2023 Extension Proposal”).

In connection with the vote to approve

the 2023 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 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.

On February 9, 2024, the Company’s

shareholders approved an amendment to amend and restate the Company’s Second 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, 2024 to August 11, 2024

(the “February 2024 Extension Proposal”).

In connection with the vote to approve

the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 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).

result, $23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions, there were 2,000,638 Class A ordinary shares issued and outstanding.

Associated with the February 9, 2024

Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024 Non-Redemption Agreements”)

with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class

A ordinary shares of the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary

General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation

of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary

General Meeting.

The February 2024 Non-Redemption Agreements

provide for the assignment of up to 464,414 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors in exchange

for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.

On August 9, 2024, the Company’s

shareholders approved an amendment to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association

to extend the date by which the Company must consummate an initial Business Combination from August 11, 2024 to May 11, 2025 (the

“August 2024 Extension Proposal”).

In connection with the vote to approve

the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 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).

result, $16,484,256 (approximately $11.09 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions, there were 513,613 Class A ordinary shares issued and outstanding.

Associated with the August 9, 2024

Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “August 2024 Non-Redemption Agreements”)

with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class

A ordinary shares of the Company (the “August 2024 Non-Redeemed Shares”) in connection with the August 9, 2024 Extraordinary

General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation

of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9, 2024 Extraordinary

General Meeting.

The August 2024 Non-Redemption Agreements

provide for the assignment of up to 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors in exchange

for such Investors agreeing to hold and not redeem certain public shares at the August 9, 2024 Extraordinary General Meeting.

Notice of Delisting

On April 18, 2023, the Company received

a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E

of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December

31, 2022 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that,

under NYSE rules, the Company would have six months from April 17, 2023 to file the Form 10-K with the SEC.

The Company can regain compliance

with the NYSE listing standards at any time prior to that date by filing its Form 10-K.

On May 2, 2023, the Company filed its

Form 10-K with the SEC and regained compliance with the NYSE.

On May 23, 2023, the Company, received

a notice from the NYSE indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as

a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”) with

the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that,

under NYSE rules, the Company would have six months from May 22, 2023 to file the Form 10-Q with the SEC.

The Company can

regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

On June 2, 2023, the Company filed

its Form 10-Q for the quarter ended March 31, 2023 with the SEC and regained compliance with the NYSE.

On November 21, 2023, the Company,

received a notice from the NYSE indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual

as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form

10-Q”) with the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that,

under NYSE rules, the Company would have six months from November 20, 2023 to file the Form 10-Q with the SEC.

The Company can regain

compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

If the Company fails to file the Form

10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months

for the Company to regain compliance, depending on the specific circumstances.

The notice from the NYSE also notes that the NYSE may nevertheless

commence delisting proceedings at any time if it deems that the circumstances warrant.

On February 12, 2024, the NYSE determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE

Listed Company Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i)

the time period specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE had determined to commence

proceedings to delist from the NYSE the Company’s Class A ordinary shares and Units.

Trading of the Company’s securities

was suspended on February 12, 2024.

The NYSE applied to the SEC to delist the Company’s securities upon completion of all applicable

The Company did not appeal the staff’s determination and, accordingly, the Company’s securities were delisted

from the NYSE.

If we have not completed a business

combination by May 11, 2025 (the “Combination Period”), we will (i) cease all operations except for the purpose

of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on

the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest

to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish

Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors,

liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for

claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with

respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination

Period, including any extension thereto that may be approved by our shareholders.

Termination of the Proposed Brivo

On November 10, 2021, we entered

into a business combination agreement (the “BCA” or the “Business Combination Agreement”), by and among (i) the

Company, (ii) Crown PropTech Merger Sub I Corp, a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger

Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crown (“Merger

Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo”

and all the parties to the Business Combination Agreement, the “Parties to the Business Combination Agreement”) (the “Business

Combination”).

The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including,

but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE

Notes (as defined below).

In connection with the signing of the

Business Combination Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors

(the “PIPE Investors”).

Pursuant to the terms of the Subscription Agreements, each PIPE Investor had the right to terminate

its Subscription Agreement after July 9, 2022, if the closing of the Business Combination had not occurred as of such date or at

any date and time as the Business Combination Agreement is validly terminated.

Golub Capital LLC and its affiliates

(together with its affiliates, “Golub”), a PIPE Investor, subscribed for PIPE Notes with an aggregate principal amount of

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.

As a result of such election, the Business Combination was

immediately terminated.

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

Following a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

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

Following a confidential settlement

arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

On January 13, 2023, the Company

formally withdrew its Form S-4 Registration Statement from the SEC associated with the BCA.

Settlement of Payables

In 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.

Results of Operations and Known Trends or Future Events

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

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

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

We generate non-operating income in the form of interest income on cash and cash equivalents held in the trust account.

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.

For the three months ended June 30, 2023, we had a net income of $860,209.

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.

For the six months ended June 30, 2023, we had a net income of $604,337.

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.

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.

For the six months ended June 30, 2022, we had a net income of $3,569,242.

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

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

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.

Results of Operations and Known

Trends or Future Events

We have neither engaged in any operations

nor generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary to prepare

for the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any

operating revenues until after completion of our initial business combination.

We generate non-operating income in the form of interest

income on cash and cash equivalents held in the trust account.

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.

For the three months ended September 30,

2023, we had a net income of $950,666.

We had a change in fair value of warrant liability of $781,734 and income on our trust account

for $569,042, partially offset by $400,110 of operating costs.

For the three months ended September 30,

2022, we had a net income of $1,826,909.

We incurred $485,715 of operating costs consisting mostly of legal fees, generated income on

our trust account for $1,248,046 and had a change in fair value of warrant liability of $1,064,578.

For the nine months ended September

30, 2023, we had a net income of $1,555,003.

We generated income in our trust account for $2,782,078 and settled payables $777,871, partially

offset by $1,649,613 of operating costs consisting mostly of legal fees and had a change in fair value of warrant liability of $355,333.

For the nine months ended September 30,

2022, we had a net income of $5,396,151.

We incurred $4,011,281 of operating costs consisting mostly of legal fees, generated income on

our trust account for $1,662,587, and had a change in fair value of warrant liability of $7,744,845.

Liquidity, Capital Resources

and Going Concern

On February 11, 2021, we consummated

our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase

an additional 3,600,000 Units at the IPO price to cover over-allotments.

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

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

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

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

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

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

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.

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.

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.

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.

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.

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

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

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to Crown

PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the

Company of $7,520,000.

Following the IPO, the sale of the

Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000

was placed in the Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting

as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available

for working capital purposes.

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred

underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.

In December 2022,

the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

For the nine months ended September 30,

2023, cash used in operating activities was $654,213, resulting primarily from the net income of $1,555,003 which was impacted by unrealized

loss on change in fair value of warrant liabilities of $355,333, settlement of payables $777,871, trust dividend income of $2,782,078

and changes in operating assets and liabilities of $995,400.

For the nine months ended September

30, 2023, we withdrew $238,305,063 from the trust account generating $238,305,063 in cash provided by investing activities.

$237,729,947 in cash for financing activities with $238,305,063 paid for the redemptions of common stock partially offset by

$135,000 in borrowings under a promissory note and $114,419 in proceeds working capital loans - related party and capital

contribution from Sponsors of $325,697.

For the nine months ended September 30,

2022, cash used in operating activities was $152,191, resulting primarily from the net income of $5,396,151 which was impacted by unrealized

gain on change in fair value of warrant liabilities of $7,744,845 and trust dividend income of $1,662,587 and offset by changes in operating

assets and liabilities used $3,859,090 of cash from operating activities.

Cash provided from financing activities include borrowings under

the Convertible Note of $41,000 and capital contributions from the Sponsor of $97,000.

As of September 30, 2023 and December 31,

2022, we had cash outside the trust account of $1,115 and $80,212 available for working capital needs and working capital deficits of

$2,058,700 and $1,512,655, respectively.

All remaining cash held in the trust account is generally unavailable for our use, prior to an

initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.

As of September 30,

2023 and December 31, 2022, none of the amount in the trust account was available to be withdrawn as described above.

Through September 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.

Chera agreed to

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

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 we consummate a business combination.

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

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

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

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:

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.

(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

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

On March 28, 2025, and effective as of February 11, 2024, the A&R

Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of:

(i) February 11, 2026;

(ii) the date

on which the Company consummates a Business Combination;

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

Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the 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.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a business combination.

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

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

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

The holders of the Founder Shares,

Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable

upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion

of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date

of the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to

three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggyback”

registration rights with respect to registration statements filed subsequent to the completion of a business combination.

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

On November 10, 2021 (but effective

as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor,

Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration

Rights Agreement.

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

Underwriting 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 we complete an initial business combination, subject to the terms of the underwriting agreement.

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

A deferred underwriting discount of

$0.35 per Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in the

event that we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters

agreed to waive their right to receive any additional deferred underwriting discount.

Advisory Service Agreements

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

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

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

We may enlist various entities as capital

market advisors to assist in the identification and consummation of an initial business combination.

Fees for such services will be payable

only upon consummation of an initial business combination by us.

During the fourth quarter of 2022,

these contracts with the advisors have been terminated and no amounts were paid or due under the contracts.

Administrative Support Agreement

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

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

As of 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.

We previously entered into an administrative

agreement to pay Crown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial

and administrative support services provided to members of our management team (the “Administrative Support Payments”).

to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are

no longer required to pay any such payments.

As of September 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.

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.

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

On May 31, 2023, and effective as of January 17, 2023, the promissory note was amended and restated in the aggregate principal amount of up to $1,000,000.

We incurred legal fees in connection

with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of September 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.

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

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

the promissory note was amended and restated in the aggregate principal amount of up to $1,000,000.

On March 28, 2025, and effective

as of February 11, 2024, the A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier

(i) February 11, 2026;

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

or (iii) the effective date of a liquidation

of the Company.

See “ Liquidity and Capital Resources .”

Contractual Obligation

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

Critical Accounting Policies

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

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

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

We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

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.

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.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

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 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.

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.

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.

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

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 was recognized as a deferred offering cost and charged to temporary equity and other expenses.

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

We do not have any long-term debt obligations,

capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described above.

Critical Accounting Estimates

The preparation

of these consolidated condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

identified the following as our critical accounting policies:

of Working Capital Loan Option

31, 2022, we utilized an internal model to determine the fair value of the Working Capital Loan Option using observable and unobservable

assumptions about future values of the Company’s warrants.

Significant variations in these assumptions could have a material impact

to the consolidated condensed financial statements.

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 September 30, 2023, the Working Capital

Loan Option no longer existed.

Recent Accounting Pronouncements

See Note 2 to the financial statements required by Item 1 of this Quarterly Report on Form 10-Q.

See Note 2 to the financial statements

required by Item 1 of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

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.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

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

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

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

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

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

Quantitative and Qualitative Disclosures About Market Risk

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

As of September 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.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised

accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption

of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates

on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited consolidated condensed financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally, we are in the process

of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions

set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required

to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting

pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies

under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the

PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we

are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting company

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

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 2. Management’s Discussion and Analysis