Item 3. Legal Proceedings
Item 3.
Legal Proceedings
From
time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
On
August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo had elected to terminate the Business Combination.
As a result of such election, the Business Combination was immediately terminated. We believe that prior to termination, Brivo breached
the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M. Drako, the Chairman of the board of directors of Brivo,
breached the Stockholder Support Agreement (as defined in the Business Combination Agreement), in each case, including breaching their
respective obligations not to take certain actions in connection with a Company Acquisition Proposal (as defined in the Business Combination
Agreement). Following a confidential settlement arrangement reached on October 26, 2022, we are no longer pursuing any remedies
in connection with the termination of the Brivo Business Combination.
Item 4.
Reserved
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PART II
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