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
64
PART II
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.