Crown PropTech Acquisitions 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. We determined that we had initially recorded our public and private warrants as equity instruments instead of as liabilities in our balance sheet as of March 26, 2021, which we filed on Form 8-K on April 1, 2021. On June 1, 2021, we filed with the SEC Amendment No. 1 on Form 8-K/A to amend and restate our audited balance sheet to reflect the classification of our warrants as a liability, in accordance with the SEC April 12, 2021 statement. In addition, as part of a subsequent review of our accounting for more complex equity situations, we also changed our accounting methodology for our Class A ordinary shares subject to possible redemption to be in accordance with guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable equity instruments (including equity instruments that feature redemption rights that are either with 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. Accordingly, we have determined that all of our outstanding Class A ordinary shares should be presented as temporary equity. On December 9, 2021, we filed with the SEC Amendment No. 2 on form 8-K/A to amend and restate our audited balance sheet to reflect the changes resulting from our determination that all of our outstanding Class A ordinary shares should be presented as temporary equity. On December 10, 2021, we filed with the SEC Amendment No. 1 on Form 10-Q/A to amend and restate our previously issued financial statements to reflect the changes resulting from our determination to that all of our outstanding Class A ordinary shares should be presented as temporary equity. 61 Table of Contents Due to the impact of these errors in the classification of our warrants and Class A ordinary shares subject to possible redemption, we determined that a material weakness exists in our internal control over financial reporting. As required by Rules 13a-15f and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2021. Based upon their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures relating to financial instruments (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of December 31, 2021. Management’s Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting Other than as described herein, there was no change in our internal control over financial reporting that occurred during the quarterly period ended December 31. 2021, covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Management has identified a material weakness in our internal control over financial reporting related to the accounting of complex financial instruments due to the errors related to the classification of our warrants and Class A ordinary shares, as described above. To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections None. ​ 62 Table of Contents PART III Item 10. Directors, Executive Officers And Corporate Governance Executive Officers and Directors Our officers, director nominees and directors are as follows: ​ ​ ​ ​ ​ Name Age Position Richard Chera 47 Chief Executive Officer and Director Pius Sprenger, Ph.D. 54 Chief Financial Officer and Director Dr. Martin Enderle 56 Director Melissa “Lisa” Holladay 54 Director Stephen Siegel 77 Director Frits van Paasschen 60 Director ​ Richard Chera, Chief Executive Officer and Director Richard Chera has served as Crown’s Chief Executive Officer and has been a member of the Crown Board since Crown’s inception. He is a co-founder and has served as Senior Managing Director of Crown Acquisitions Inc. since 2004. Mr. Chera is also a co-founder of ReWyre®, a technology aggregator and intelligent city master planner based in New York City. Mr. Chera also serves on the boards of various nonprofit organizations that focus on public health, children’s and seniors’ services, as well as business growth opportunities for entrepreneurs. Mr. Chera has attended The Santo Institute in Tokyo, Japan in 1992 and New York University’s Stern School of Business from 1992-1995. Crown believes Mr. Chera’s experience in leading large real estate transactions in the U.S., Canada and UK and numerous retail developments make him well qualified to serve on the Crown Board. Pius Sprenger, Ph.D., Chief Financial Officer and Director Dr. Pius Sprenger has served as Crown’s Chief Financial Officer and has been a member of the Crown Board since Crown’s inception. Since November 2020, Dr. Sprenger has served on the Advisory Board of Bitpanda GmbH. From 2018 to 2020, Dr. Sprenger was Head of Structuring of Cantor Fitzgerald and served on the Executive Committee of Cantor Fitzgerald’s investment bank. From 2004 to 2018, Dr. Sprenger served as Senior Trader and Global Head of non-Core Operations Unit of Deutsche Bank. Prior to joining Deutsche Bank, Dr. Sprenger was a Credit Structurer/Trader at Lehman Brothers and Morgan Stanley. Dr. Sprenger also served on the board of Maher Terminals in New Jersey from 2013 to 2016 and Sal. Oppenheim in Cologne, Germany from 2013 to 2016. Dr. Sprenger has a diploma in mathematics from the University of Konstanz, Germany and a Ph.D. in mathematics from the University of Hanover, Germany. Crown believes that Dr. Sprenger’s broad experience in investment and management expertise in large financial institutions makes him well qualified to serve on the Crown Board. Dr. Martin Enderle, Director Dr. Martin Enderle has been a member of the Crown Board since February 2021. From 2017 until today, Dr. Enderle has served as the Chairman of the Supervisory Board of Delivery Hero SE, a DAX-listed company (DHER). From May 2021 until today, Dr. Enderle has also served as the Chairman of the Supervisory Board of MeinAuto Group AG, Oberhaching. From 2016 to 2020, Dr. Enderle founded and worked as a managing director of allmyhomes GmbH, a Berlin-based real estate company and is now a shareholder and board member. Currently, he is also working as a board advisor to private equity-owned atHome Group in Luxembourg. Prior to founding allmyhomes GmbH, Dr. Enderle was a managing director of digi.me GmbH, his private wealth holding company, since 2015, managing director of Chaconne GmbH since 2016, and managing director of feegoo invest UG until 2016. Dr. Enderle also served on the board of Rocket Internet SE (RKET) from 2015 to 2017 and CEWE Stiftung & Co. KGAA from 2016 to 2018 and has served on the board of Egmont Foundation since 2015. Before 2015, Dr. Enderle was the Chief Executive Officer of Scout24 Group, now a publicly listed company in Germany, from 2005 to 2014. Dr. Enderle holds a Ph.D. in mathematics from University of Hanover as well as a diploma from University of Hanover and King’s College London. Crown believes Dr. Enderle’s experience in the real estate industry, leading high growth digital companies as Chief Executive Officer and as a board member, makes him well qualified to serve on the Crown Board. 63 Table of Contents Lisa Holladay, Director Lisa Holladay has been a member of the Crown Board since February 2021. From 2020 to present, Ms. Holladay has been Chief Experience Officer of TIGER 21, a peer-to-peer learning company. From 2012 to 2020, Ms. Holladay served as Vice President and Global Brand Leader of Marriott International, a hospitality company, for the brands The Ritz-Carlton Hotel and The St. Regis Hotels & Resorts. Prior to joining Marriott, Ms. Holladay was National Manager of Experiential Marketing of Mercedes-Benz USA, an automotive company. Ms. Holladay also serves on the board of the Erwin Center for Brand Communications at Clemson University. Ms. Holladay has an M.A. from Georgetown University and a B.A. from Clemson University. Crown believes Ms. Holladay’s experience in customer experience, hospitality and marketing makes her well qualified to serve on the Crown Board. Stephen Siegel, Director Stephen Siegel has been a member of the Crown Board since February 2021. Currently, Mr. Siegel is the Chairman, Global Brokerage at CBRE, Inc. Prior to the merger with CBRE, Mr. Siegel was Chairman and Chief Executive Officer of Insignia/ESG. Before that, he became President and Chief Executive Officer of Cushman & Wakefield at the age of 37. Mr. Siegel has arranged multimillion-dollar transactions for some of the nation’s most prominent corporate clients over the years. More recently, Mr. Siegel closed major deals with the headquarters of HBC (400,000 sq. ft.), Headquarters of Apollo (300,000 sq. ft.), Estee Lauder, Corp. Headquarters (300,000 sq. ft.) and the Headquarters for L’Oreal (400,000 sq. ft.). He sits on numerous nonprofit boards, such as Gift of Life and National Jewish Health. He has honorary doctorates from Baruch College, Yeshiva University, Monmouth University and St. Thomas Aquinas University. Crown believes Mr. Siegel’s experience as an industry leader and benefactor makes him well qualified to serve on the Crown Board. Frits van Paasschen, Director Mr. van Paasschen has been a member of the Crown Board since February 2021. His 30 years as an executive in global companies began at The Boston Consulting Group and McKinsey & Company. After working in finance at Disney’s Consumer Products Division, he joined Nike, ultimately becoming President of the Europe, Middle East and Africa Division. Mr. van Paasschen’s first chief executive officer role was at Coors Brewing Company, and most recently he was Chief Executive Officer of Starwood Hotels and Resorts. He serves as a director at Royal DSM (in the Netherlands) and Williams Sonoma and has recently joined the board of J.Crew Group, Inc. Previously, he was on the board of Barclays (in the United Kingdom), Jones Apparel and Oakley. Mr. van Paasschen is Chair of Convene, a real-estate-as-a-service company and is also an investor/board member of citizenM Hotels and Sonder. Mr. van Paasschen is a Senior Advisor to TPG Capital, focusing on retail, consumer and hospitality, and he serves on advisory boards of The Red Sea Project, The Indian School of Hospitality, and Russell Reynolds. Mr. van Paasschen holds a B.A. in economics and biology from Amherst College and an M.B.A. from Harvard Business School, where he was also a Teaching Fellow in economics. Crown believes Mr. van Paasschen’s international experience in the real estate industry makes him well qualified to serve on the Crown Board. Number and Terms of Office of Officers and Directors The Crown Board consists of six members, divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to Crown’s first general meeting) serving a three-year term. In accordance with NYSE corporate governance requirements, Crown is not required to hold an annual general meeting until one year after Crown’s first fiscal year end following Crown’s listing on the NYSE. The term of office of the first class of directors, consisting of Frits van Paasschen and Martin Enderle, will expire at Crown’s first annual general meeting. The term of office of the second class of directors, consisting of Lisa Holladay and Stephen Siegel, will expire at Crown’s second annual general meeting. The term of office of the third class of directors, consisting of Richard Chera and Pius Sprenger, will expire at Crown’s third annual general meeting. Only holders of Class B ordinary shares have the right to appoint directors in any general meeting held prior to or in connection with the completion of an initial business combination. Holders of the Class A ordinary shares are not entitled to vote on the appointment of directors during such time. These provisions of Crown’s amended and restated memorandum and articles of association relating to the rights of Crown’s holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90% of the ordinary shares voting in a general meeting. 64 Table of Contents Crown’s officers are appointed by the Crown Board and serve at the discretion of the Crown Board, rather than for specific terms of office. The Crown Board is authorized to appoint officers as it deems appropriate pursuant to Crown’s amended and restated memorandum and articles of association. Director Independence The rules of the NYSE require that a majority of the Crown Board be independent within one year of Crown’s initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company). Crown currently has four “independent directors” as defined in the NYSE rules and applicable SEC rules. The Crown Board has determined that Dr. Enderle, Ms. Holladay, Mr. Siegel and Mr. van Paasschen are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Crown’s independent directors will have regularly scheduled meetings at which only independent directors are present. Committees of the Board of Directors The Crown Board has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Both Crown’s audit committee and Crown’s compensation committee are composed solely of independent directors. Subject to phase-in rules, the rules of NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of NYSE require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by the Crown Board and has the composition and responsibilities described below. The charter of each committee is available on Crown’s website (https://www.crownproptech.com/). Information contained on Crown’s website is not part of this Form 10-K, and the inclusion of Crown’s website address in this Form 10-K is an inactive textual reference only. Audit Committee We established an audit committee of the board of directors. Martin Enderle, Frits van Paasschen and Stephen Siegel serve as the members and Martin Enderle serves as chair of the audit committee. Frits van Paasschen, Stephen Siegel and Martin Enderle are independent of and unaffiliated with our sponsor and our underwriters. Under the NYSE listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Martin Enderle, Frits van Paasschen and Stephen Siegel are financially literate and the Crown Board has determined that Mr. Enderle qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. Crown has adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of Crown’s financial statements, (2) Crown’s compliance with legal and regulatory requirements, (3) Crown’s independent registered public accounting firm’s qualifications and independence, and (4) the performance of Crown’s internal audit function and independent auditors; the appointment, compensation, retention, replacement, oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by Crown; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by Crown, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with Crown in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; 65 Table of Contents ● meeting to review and discuss Crown’s annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing Crown’s specific disclosures under Management’s Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to Crown entering into such transaction; and ● reviewing with management, the independent auditors, and Crown’s legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding Crown’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities. Nominating and Corporate Governance Committee We established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance will be Frits van Paasschen, Lisa Holladay and Stephen Siegel. Frits van Paasschen will serve as chair of the nominating and corporate governance committee. Under the NYSE listing standards, all the directors on the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including: ● identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; ● developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter of the nominating and corporate governance committee also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and has been directly responsible for approving the search firm’s fees and other retention terms. Crown has not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Crown Board considers educational background, diversity of professional experience, knowledge of Crown’s business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of Crown shareholders. Prior to an initial business combination, holders of Crown’s Public Shares will not have the right to recommend director candidates for nomination to the Crown Board. Compensation Committee Lisa Holladay, Martin Enderle and Stephen Siegel serve as the members and Lisa Holladay serves as chair of the compensation committee. Under the NYSE listing standards, all the directors on the compensation committee must be independent. Crown has adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to Crown’s chief executive officer’s compensation; 66 Table of Contents ● evaluating Crown’s chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of Crown’s chief executive officer based on such evaluation; ● reviewing and making recommendations to the Crown Board with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Crown Board approval of all of Crown’s other officers; ● reviewing Crown’s executive compensation policies and plans; ● implementing and administering Crown’s incentive compensation and equity-based remuneration plans; ● assisting management in complying with Crown’s proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for Crown’s officers and employees; ● producing a report on executive compensation to be included in Crown’s annual proxy statement; and ● reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the agreement to pay to the sponsor or an affiliate of the sponsor of up to $15,000 per month, for up to 24 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of Crown’s existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the year ended December 31, 2021 there were no delinquent filers. Code of Ethics Crown adopted a Code of Business Conduct and Ethics applicable to Crown directors, officers, and employees. You will be able to review this document by accessing Crown’s public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of the committees of the Crown Board will be provided without charge upon request from us. If Crown makes any amendments to Crown’s Code of Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grants any waiver, including any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to Crown’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or NYSE rules, Crown will disclose the nature of such amendment or waiver on Crown’s website. The information included on Crown’s website is not incorporated by reference into this proxy statement/prospectus or in any other report or document Crown files with the SEC, and any references to Crown’s website are intended to be inactive textual references only. 67 Table of Contents Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ‎(i)‎ duty to act in good faith in what the director or officer believes to be in the best interests of the company ‎as a whole;‎ ‎‎(ii)‎ duty to exercise powers for the purposes for which those powers were conferred and not for a collateral ‎purpose;‎ ‎‎(iii)‎ directors should not improperly fetter the exercise of future discretion;‎ ‎‎(iv)‎ duty to exercise powers fairly as between different sections of shareholders;‎ ‎‎(v)‎ duty not to put themselves in a position in which there is a conflict between their duty to the company ‎and their personal interests; and ‎‎(vi)‎ duty to exercise independent judgment.‎ In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. 68 Table of Contents Below is a table summarizing the other entities to which our officers and directors currently have fiduciary. Individual Entity/Organization Entity’s Business Affiliation Richard Chera ​ Crown Acquisitions ​ Real Estate Holding Company ​ Senior Managing Director Pius Sprenger ​ Bitpanda GmbH ​ Cryptocurrency Trading Platform ​ Advisory Board Member Martin Enderle ​ Delivery Hero SE ​ atHome Group Allmyhomes GmbH Egmont Foundation digi.me GmbH Chaconne GmbH ​ MeinAuto Group AG ​ Food Delivery Service ​ Classifieds Company Real Estate Platform Media Company Private Wealth Holding Business Holding ​ Online Auto Retailer ​ Chairman of Supervisory Board Board Advisor Board Member Board Member Managing Director Managing Director ​ Chairman of Supervisory Board Lisa Holladay ​ TIGER 21 Clemson University (Erwin Center for Brand Communications) ​ Peer-to-Peer Lending Education ​ Chief Experience Officer Board Member Stephen Siegel ​ CBRE, Inc. ​ Real Estate and Investment Firm ​ Chairman, Global Brokerage Frits van Paasschen ​ Royal DSM N.V. Williams Sonoma, Inc. J.Crew Group, Inc. Convene citizenM Hotels Sonder Corp. TPG Capital Red Sea Project Indian School of Hospitality Russel Reynolds ​ Health, nutrition and Materials Consumer Retail Consumer Retail Real Estate Hotel Apartment/Hotel Investment Company Land and Property Development Education Management Consulting ​ Director Director Board Member Board Chair Board Member Board Member Senior Advisor Board Advisor Board Advisor Board Advisor ​ There are also other potential conflicts of interest: ● Crown’s officers and directors are not required to, and will not, commit their full time to Crown’s affairs, which may result in a conflict of interest in allocating their time between Crown’s operations and Crown’s search for a business combination and their other businesses. Crown currently does not have and does not intend to have any full-time employees prior to the completion of an initial business combination. Each of Crown’s officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and Crown’s officers are not obligated to contribute any specific number of hours per week to Crown’s affairs. ● Crown’s initial shareholders purchased Founder Shares prior to the date of Crown’s initial public offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of Crown’s initial public offering. The sponsor transferred 50,000 Founder Shares to each of Crown’s four independent directors prior to Crown’s initial public offering. The sponsor, officers, and directors have entered into a letter agreement with Crown, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of an initial business combination. Additionally, the sponsor, officers, and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if Crown fails to complete an initial business combination within the prescribed time frame. If Crown not complete an initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, the sponsor, the Anchor Investor and Crown’s officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of an initial business combination or (ii) the date following the completion of an initial business combination on which Crown completes a liquidation, merger, share exchange or other similar transaction that results in all of Crown shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Crown Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading 69 Table of Contents day period commencing at least 150 days after an initial business combination, the Founder Shares will be released from the lockup. ● The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30 days following the completion of an initial business combination. Because each of Crown’s officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination. ● Each of Mr. Chera, Mr. Sprenger and Mr. Siegel invested $2,271,000, $1,530,000 and $230,000 in the sponsor, respectively and hold interests in the sponsor, or directly in Crown, that represent an interest in 3,404,288 Class B ordinary shares and 2,257,203 Private Placement Warrants. All of such securities would be worthless if a business combination is not consummated by February 11, 2023 (unless such date is extended in accordance with the Existing Governing Documents). ● On November 30, 2021, Crown entered into a convertible note with Richard Chera, Crown’s Chief Executive Officer and Director, pursuant to which the Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000. The Convertible Note is 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 Crown does not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr. Chera. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000. ● Crown’s officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to Crown’s initial business combination. In no event will the sponsor or any of Crown’s existing officers or directors, or any of their respective affiliates, be paid by the Crown any finder’s fee, consulting fee, or other compensation prior to, or for any services they render in order to effectuate, the completion of an initial business combination. Further, commencing on the date that the Crown securities were first listed on the NYSE through the earlier of consummation of an initial business combination and Crown’s liquidation, Crown agreed to pay the sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of Crown’s management team. As of December 31, 2021, Crown has not made any payments pursuant to the administrative agreement and does not expect to incur any related expenses in the near future. Crown cannot assure you that any of the above mentioned conflicts will be resolved in Crown’s favor. The sponsor, officers, and directors have agreed to vote their Founder Shares and any shares purchased during or after the offering in favor of an initial business combination Item 11. Executive Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, directors and officers, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, directors or officers, or our or their affiliates. As of December 31, 2021 an affiliate of our sponsor was reimbursed for $3,434 of travel expenses. No other expenses have been incurred by our sponsor, directors or officers, or our or their affiliates, on behalf of Crown for which they are seeking reimbursement. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a 70 Table of Contents proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our directors and officers may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our directors and officers that provide for benefits upon termination of employment. ​ 71 Table of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary available to us as March 31, 2022, with respect to our ordinary shares held by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A ordinary shares; ● each of our directors and executive officers that beneficially owns CPTK ordinary shares; and ● all our directors and executive officers as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of our ordinary shares beneficially owned by them. In October 2020, our sponsor paid $25,000 to cover certain offering costs in consideration for 6,900,000 Class B ordinary Founder Shares. Our sponsor agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earliest of: (A) one year after the completion of a business combination and (B) subsequent to a business combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Unless otherwise specified, the business address of each person listed below is c/o Crown PropTech Acquisitions, 667 Madison Avenue, 12th Floor, New York, NY 10065. Unless otherwise specified, the percentages set forth in the table below are based upon 27,600,000 shares of Crown Class A ordinary shares and 6,900,000 shares of Crown Class B ordinary shares. Voting percentages represents the voting power of the ordinary shares owned beneficially by such person. Our Sponsor, Directors and Executive Officers ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of Shares Beneficially Owned Approximate Percentage of Name and Address of Beneficial Owner(1) ​ Class B Class A ​ Class B Class A Voting Power Richard Chera (2) 5,960,000 — 86.3 % — 17.3 % Pius Sprenger (2) 5,960,000 — 86.3 % — 17.3 % Stephen Siegel 50,000 — * * * ​ Martin Enderle 50,000 — * * * ​ Lisa Holladay 50,000 — * * * ​ Frits van Paasschen 50,000 — * * * ​ All directors and executive officers as a group (6 individuals) 6,160,000 — 89.2 % — 17.9 % Crown PropTech Sponsor, LLC (Crown’s sponsor) (2) 5,960,000 — 86.3 % — 17.3 % BlackRock, Inc. (3) 690,000 ​ 1,800,000 10 % 6.5 % 7.2 % * Less than 1% (1) Unless otherwise indicated, the business address of each of the individuals prior to a business combination is 667 Madison Avenue, 12th Floor, New York, New York 10065. (2) Crown PropTech Sponsor, LLC, our sponsor, is the record holder of such shares. Our sponsor is managed by a board of managers comprising Mr. Chera and Mr. Sprenger, who may each be deemed to have voting and investment discretion with respect to the ordinary shares held of record by our sponsor. Each of Mr. Chera and Mr. Sprenger disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (3) The information in the table above regarding Class A Shares is based solely on information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC on February 4, 2022. The address for the BlackRock, Inc. is 55 East, 52d Street, New York, New York 10055. 72 Table of Contents Item 13. Certain Relationships and Related Transactions and Director Independence In October 2020, our sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs on our behalf in consideration of 6,900,000 Class B ordinary shares, par value $0.0001. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the issued and outstanding shares upon completion of the Initial Public Offering. The Founder Shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. Our sponsor and our Anchor Investor have purchased 4,010,667 and 1,002,666 Private Placement Warrants, respectively (5,013,333 in the aggregate) for a purchase price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public Offering. As such, our sponsor’s interest and our Anchor Investor’s interest in this transaction is valued at for an aggregate purchase price of $7,520,000. Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. Commencing on the date of the Initial Public Offering, the Company has agreed to pay the sponsor or an affiliate thereof a total of $15,000 per month for office space and administrative support services. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. In addition, in order to finance transaction costs in connection with a business combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On November 30, 2021, we entered into a convertible note with Richard Chera, our Chief Executive Officer and director, pursuant to which the Mr. Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “Convertible Note”). The Convertible Note is 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 Crown does not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr. Chera. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We entered into a registration rights agreement pursuant to which our sponsor, Anchor Investor, and directors will be entitled to certain registration rights with respect to the Private Placement Warrants, the warrants issuable upon conversion of working capital 73 Table of Contents loans (if any) and the Class A ordinary shares issuable upon exercise of the foregoing and upon conversion of the Founder Shares, as long as the sponsor and directors hold any securities covered by the registration agreement. 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, the sponsor, Anchor Investor and certain other stockholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement. Policy for Approval of Related Party Transactions The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board's committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. Director Independence The rules of the NYSE require that a majority of the Crown Board be independent within one year of Crown’s initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the company). Crown currently has four “independent directors” as defined in the NYSE rules and applicable SEC rules. The Crown Board has determined that Dr. Enderle, Ms. Holladay, Mr. Siegel and Mr. van Paasschen are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Crown’s independent directors will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accounting Fees and Services The following is a summary of fees paid to Marcum LLP, for services rendered. Audit Fees . Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by Marcum LLP for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2021 totaled $57,680. Audit-Related Fees . Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards. We did not pay Marcum LLP any audit-related fees during the year ended December 31, 2021. Tax Fees . Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Marcum LLP any tax fees during the year ended December 31, 2021. 74 Table of Contents All Other Fees . All other fees consist of fees billed for all other services. We did not pay Marcum LLP any other fees during the year ended December 31, 2021. Pre-Approval Policy The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the audit committee shall review and, in its sole discretion, pre-approve all audit and permitted non-audit services to be provided by the independent registered public accounting firm as provided under the audit committee charter. ​ ​ ​ 75 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules ​ ​ Page a. Financial Statements. The following financial statements are submitted as part of this report: ​ Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-2 Balance Sheets at December 31, 2021 and 2020 F-3 Statements of Operations for the year ended December 31, 2021 and for the period from September 24, 2020 (inception) through December 31, 2020 F-4 Statements of Shareholders’ Deficit Equity for the year ended December 31, 2021 and for the period from September 24, 2020 (inception) through December 31, 2020 F-5 Statements of Cash Flows for the year ended December 31, 2021 and for the period from September 24, 2020 (inception) through December 31, 2020 F-6 Notes to Financial Statements F-7 ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Crown PropTech Acquisitions ​ Opinion on the Financial Statements We have audited the accompanying ­ balance sheets of Crown PropTech Acquisitions (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2021 and for the period from September 24, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and or the period from September 24, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. ​ Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, if the Company is unable to complete a Business Combination by February 10, 2023, the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ Marcum LLP ​ Marcum LLP ​ We have served as the Company’s auditor since 2020. ​ New York, NY April 12, 2022 ​ ​ F-2 Table of Contents CROWN PROPTECH ACQUISITIONS BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2021 2020 Assets ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash ​ $ 14,807 ​ $ 72,550 Prepaid expenses ​ 75,898 ​ — Deferred offering costs associated with IPO ​ ​ — ​ ​ 201,556 Total current assets ​ ​ 90,705 ​ ​ 274,106 Cash held in Trust account ​ ​ 276,013,345 ​ ​ — Total assets ​ $ 276,104,050 ​ $ 274,106 ​ ​ ​ ​ ​ ​ ​ Liabilities and Shareholders’ (Deficit) Equity ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ Accounts payable and accrued expenses ​ $ 3,572,844 ​ $ 180,000 Due to related party ​ ​ 159,107 ​ ​ — Convertible note ​ ​ 450,000 ​ ​ ​ Sponsor loans ​ ​ — ​ ​ 75,000 Total current liabilities ​ ​ 4,181,951 ​ ​ 255,000 Warrant liabilities ​ 8,101,600 ​ ​ Deferred underwriters’ discount ​ 9,660,000 ​ — Total liabilities ​ 21,943,551 ​ 255,000 ​ ​ ​ Commitments ​ ​ Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value ​ ​ 276,013,345 ​ ​ — ​ ​ ​ ​ ​ Shareholders’ (deficit) equity: ​ ​ ​ ​ Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding ​ — ​ — Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 2020, respectively, excluding 27,600,000 shares subject to possible redemption ​ — ​ — Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding ​ 690 ​ 690 Additional paid-in capital ​ — ​ 24,310 Retained earnings ​ ( 21,853,536 ) ​ ( 5,894 ) Total shareholders’ (deficit) equity ​ ( 21,852,846 ) ​ 19,106 Total liabilities and shareholders’ (deficit) equity ​ $ 276,104,050 ​ $ 274,106 ​ The accompanying notes are an integral part of these financial statements. ​ ​ F-3 Table of Contents CROWN PROPTECH ACQUISITIONS STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ From the period from September 24, ​ ​ For the year ended, ​ 2020 (inception) through ​ December 31, 2021 December 31, 2020 Formation and operating costs ​ $ 5,580,262 ​ $ 5,984 Loss from operations ​ ​ ( 5,580,262 ) ​ ​ ( 5,984 ) Other Income (Loss) ​ ​ ​ ​ ​ ​ Trust dividend income ​ ​ 13,345 ​ ​ — Change in fair value of warrant liabilities ​ ​ 13,076,266 ​ ​ — Offering expenses related to warrant issuance ​ ​ ( 819,794 ) ​ ​ — Total other income ​ ​ 12,269,817 ​ ​ — Net income (loss) ​ $ 6,689,555 ​ $ (5,984) ​ ​ ​ ​ ​ ​ Weighted average redeemable shares outstanding ​ ​ 24,499,726 ​ — Basic and diluted net income per redeemable share ​ $ 0.21 ​ $ — Weighted average non-redeemable shares outstanding ​ ​ 6,900,000 ​ 5,000,000 Basic and diluted net income per common share ​ $ 0.21 ​ $ ( 0.00 ) ​ The accompanying notes are an integral part of these financial statements. ​ ​ F-4 Table of Contents CROWN PROPTECH ACQUISITIONS STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE PERIOD FROM SEPTEMBER 24, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020 AND FOR THE YEAR ENDED DECEMBER 31, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary Shares ​ Additional ​ ​ ​ ​ Total ​ ​ Class B ​ Paid-in ​ Retained ​ Shareholders’ ​ Shares Amount Capital Earnings Equity (Deficit) Balance as of September 24, 2020 (inception) ​ — ​ $ — ​ $ — ​ $ — ​ $ — Sale of Founder Shares ​ 6,900,000 ​ ​ 690 ​ ​ 24,310 ​ ​ — ​ ​ 25,000 Net loss — ​ ​ — ​ — ​ ( 5,894 ) ​ (5,894) Balance as of December 31, 2020 ​ 6,900,000 ​ $ 690 ​ $ 24,310 ​ $ ( 5,894 ) ​ $ 19,106 Excess fair value of Private Placement Warrants ​ — ​ ​ — ​ ​ 50,134 ​ ​ — ​ ​ 50,134 Excess fair value of anchor shares ​ — ​ ​ — ​ ​ — ​ ​ 795,825 ​ ​ 795,825 Remeasurement of ordinary shares subject to possible redemption ​ — ​ ​ — ​ ​ ( 74,444 ) ​ ​ ( 29,333,022 ) ​ ​ ( 29,407,466 ) Net income — ​ ​ — ​ — ​ 6,689,555 ​ 6,689,555 Balance as of December 31, 2021 6,900,000 ​ $ 690 ​ $ — ​ $ ( 21,853,536 ) ​ $ ( 21,852,846 ) ​ The accompanying notes are an integral part of these financial statements. ​ ​ F-5 Table of Contents CROWN PROPTECH ACQUISITIONS STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from ​ ​ ​ ​ ​ September 24,2020 ​ ​ For the year ended ​ (inception) through ​ December 31, 2021 ​ December 31, 2020 Cash Flows from Operating Activities: ​ ​ ​ ​ ​ Net income (loss) ​ $ 6,689,555 ​ $ ( 5,894 ) Adjustments to reconcile net income to net cash used in operating activities: ​ ​ ​ ​ Change in fair value of warrant liabilities ​ ​ ( 13,076,266 ) ​ ​ — Trust dividend income ​ ​ ( 13,345 ) ​ ​ — Offering costs allocated to warrants ​ ​ 819,794 ​ ​ — Changes in current assets and current liabilities: ​ ​ ​ Prepaid expenses ​ ​ ( 75,898 ) ​ ​ — Due to related party ​ ​ 159,107 ​ ​ — Accounts payable and accrued expenses ​ ​ ( 3,392,844 ) ​ ​ ( 21,556 ) Net cash used in operating activities ​ ( 2,104,209 ) ​ ( 27,450 ) ​ ​ ​ ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ ​ ​ ​ Investment of cash into trust account ​ ​ ( 276,000,000 ) ​ ​ — Net cash used in investing activities ​ ​ ( 276,000,000 ) ​ ​ — ​ ​ ​ Cash Flows from Financing Activities: ​ ​ Proceeds from Initial Public Offering, net of underwriters’ discount ​ 270,480,000 ​ — Proceeds from issuance of Private Placement Warrants ​ ​ 7,520,000 ​ ​ — Proceeds from issuance of Founder Shares ​ ​ — ​ ​ 25,000 Proceeds from promissory note to related party ​ — ​ 75,000 Proceeds from promissory note to related party ​ ​ 450,000 ​ ​ ​ Repayment of promissory note to related party ​ ( 75,000 ) ​ — Payments of offering costs ​ ( 328,534 ) ​ — Net cash provided by financing activities ​ 278,046,466 ​ 100,000 ​ ​ ​ Net Change in Cash ​ ( 57,743 ) ​ 72,550 Cash - Beginning of period ​ 72,550 ​ — Cash - Ending of period ​ $ 14,807 ​ $ 72,550 ​ ​ ​ ​ ​ Supplemental Disclosure of Non-cash Financing Activities: ​ ​ ​ ​ Initial value of Class A ordinary shares subject to possible redemption ​ $ 246,605,879 ​ $ — Remeasurement of Class A ordinary shares subject to possible redemption ​ $ 29,407,466 ​ $ — Initial value of warrant liabilities ​ $ 21,177,866 ​ $ — Deferred underwriters’ discount payable charged to additional paid-in capital ​ $ 9,660,000 ​ $ — ​ The accompanying notes are an integral part of these financial statements. ​ ​ ​ F-6 Table of Contents CROWN PROPTECH ACQUISITIONS NOTES TO FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Organization and General Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end. As of December 31, 2021, the Company had not yet commenced any operations. All activity through December 31, 2021, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below. The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. Financing The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 276,000,000 , which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $ 1.50 per Private Placement Warrant, which is discussed in Note 5. Trust Account Following the closing of the IPO on February 11, 2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public stockholders. Proposed Business Combination with Brivo On November 10, 2021 the Company entered into a business combination agreement (the “Business Combination Agreement”), by and among (i) the Company (ii) Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ““Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo”). Subject to the terms and conditions of the Business Combination Agreement, on the day prior to the closing date of the Brivo Business Combination (the “Closing Date”), the Company will change its jurisdiction of incorporation by deregistering as a Cayman Islands F-7 Table of Contents exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), upon which the Company will change its name to “Brivo, Inc.” (“New Brivo”). In connection with the signing of the Business Combination Agreement, the Company entered into certain subscription agreements (the “Subscription Agreements”) with certain investors (the “Convertible Debt Investors”), pursuant to which the Convertible Debt Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Convertible Debt Investors, following the Domestication, an aggregate of $ 75.0 million in principal amount of convertible notes to be issued pursuant to an indenture (the “Indenture”), or the Convertible Debt Notes, for aggregate gross proceeds of $ 75.0 million. The Convertible Debt Notes are convertible at the option of holders into New Brivo Class A Common Stock at a conversion price of $ 11.50 per share. One of the Convertible Debt Investors is an affiliate of Brivo that has agreed to subscribe for $ 2.0 million in principal amount of Convertible Debt Notes. Neither the Convertible Debt Notes nor the New Brivo Class A Common Stock to be issued upon conversion of the Convertible Debt Notes have been registered under the Securities Act in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. The Convertible Debt Notes will have a five-year term and will bear interest in the first two years at SOFR+ 9.25 % if paid in cash and SOFR+ 9.50 % if paid in kind. The interest rate under the Convertible Debt Notes will increase by 1.0 % per annum after the first two years. The Convertible Debt Notes will be issued with an original issue discount of 3.0 % of the aggregate principal amount of the Convertible Debt Notes. The obligation of the subscribers to close the purchase of the Convertible Debt Notes is subject to certain closing conditions, including the Company satisfying the Minimum Unrestricted Cash Condition as defined in the Business Combination Agreement. The Indenture includes certain covenants, including the requirement that New Brivo maintain at all times after the closing of the Brivo Business Combination, at least $ 35,000,000 of unrestricted cash and, to the extent a revolving credit facility exists at least $ 50,000,000 of unrestricted cash on hand together with any unused revolver availability, if any. In addition, the maximum debt-to-recurring revenue ratio shall be 3.00 x starting the first full quarter after Closing, then declining 0.20 x per quarter until reaching 1.50 x, and remaining flat thereafter. In connection with the offering of the Convertible Debt Notes, the Company agreed that following the closing of the Brivo Business Combination, an affiliate of Golub, a Convertible Debt Investor, will be entitled to designate one person to attend all meetings of the board of directors and its committees as an observer, subject to certain customary exceptions. Such right shall exist until the date Golub holds less than $ 36.5 million aggregate principal amount of Convertible Debt Notes. The Subscription Agreements provide Convertible Debt Investors with certain registration rights. In particular, the Company is required to, no later than 45 calendar days after the consummation of the Brivo Business Combination, submit to or file with the SEC a registration statement registering the resale of the shares of New Brivo Class A Common Stock issuable upon conversion of the Convertible Debt Notes. Additionally, the Company is required to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60 th calendar day (or 90 th calendar day if the SEC notifies the Company that it will “review” the registration statement) following the Closing Date and (ii) the 10 th business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review. The registration rights under the Subscription Agreements are separate and distinct from those provided for in the registration rights agreement. The Convertible Debt Financing is contingent upon, among other things, the closing of the Brivo Business Combination. Concurrently with the execution of the Business Combination Agreement (but effective as of the closing of the Brivo Business Combination) New Brivo, the sponsor, Anchor Investor and certain other stockholders and directors and officers of the Company and Brivo entered into an amended and restated registration rights agreement (the “Amended and Restated Registration Rights Agreement”), which will terminate and replace the existing registration rights agreement among the Company, sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of the Company and Brivo will be granted certain customary demand and “piggyback” registration rights with respect to their shares of New Brivo Class A Common Stock, (ii) sponsor will be subject to a one-year lock-up period for its shares of New Brivo Class A Common Stock, which lock-up period will terminate early in the event that the closing price of New Brivo Class A Common Stock on the New York Stock Exchange equals or exceeds $ 12.00 per share for any 20 trading days within any 30 trading day period commencing at least 150 days following the closing of the Brivo Business Combination and (iii) certain stockholders of Brivo will be subject to a 270 -day lock-up of their shares of New Brivo Class A Common Stock. F-8 Table of Contents The Restated Registration Rights Agreement provides that New Brivo will file with the SEC within 45 days following the Closing Date, a shelf registration statement pursuant to Rule 415 under the Securities Act registering the resale covering the resale of all the Registrable Securities, as defined in the Registration Rights Agreement, and will use commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than 60 days following the filing deadline (the “Effectiveness Deadline”); provided, that the Effectiveness Deadline shall be extended to 90 days after the filing deadline if the Registration Statement is reviewed by, and the Company receives comments from, the SEC. The parties to the Registration Rights Agreement will be entitled to make demand registrations in connection with an underwritten shelf takedown offering, in each case subject to certain offering thresholds. The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions. New Brivo will bear the expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the Amended and Restated Registration Rights Agreement. Concurrently with the execution of the Business Combination Agreement, certain stockholders of Brivo entered into that certain Stockholder Support Agreement with the Company, dated as of November 10, 2021 (as amended by Amendment No. 1 thereto on February 9, 2022, the “Stockholder Support Agreement”), pursuant to which such stockholders have agreed to, among other things, (i) subject to the applicable Brivo stockholders having previously delivered the Written Consent (as defined in the Business Combination Agreement), vote in favor of the Business Combination Agreement and the transactions contemplated thereby, and (ii) be bound by certain other covenants and agreements related to the Brivo Business Combination. Shortly after the Business Combination Agreement was entered into, certain Brivo stockholders delivered the Written Consent approving certain matters in connection with the Brivo Business Combination. No further approvals of any Brivo stockholders are required in connection with the Brivo Business Combination. In connection with the Brivo Business Combination, the sponsor and certain shareholders of the Company that collectively with the sponsor own 6,210,000 Class B ordinary shares of the Company agreed pursuant to that certain Sponsor Agreement to, among other things, (i) with limited exceptions, vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including the Mergers) and (ii) waive any adjustment to the Share Conversion Ratio set forth in the existing governing documents with respect to all Class B ordinary shares of the Company, in each case, on the terms and subject to the conditions set forth in the Sponsor Agreement. As of the date of the Registration Statement, the sponsor and the other shareholders of the Company subject to the voting obligations under the Sponsor Agreement collectively own approximately 17.9 % of the issued and outstanding ordinary shares. In addition, the sponsor has agreed that 2,384,000 of the shares of New Brivo Class A Common Stock to be issued to sponsor in the Domestication in respect of the Class B ordinary shares of the Company held by the sponsor as of the date of the Sponsor Agreement (such 2,384,000 shares of New Brivo Class A Common Stock, the “Crown Earn-Out Shares”) will be subject to vesting requirements. The Crown Earn-Out Shares will vest in two equal 1,192,000 tranches based on the achievement of post-Closing share price targets of New Brivo Class A Common Stock of $ 13.00 and $ 15.00 , respectively, in each case, for any 20 trading days within any 30 trading-day period commencing at any time after the Closing Date and ending on or prior to the fifth anniversary of the Closing Date. A given achievement metric described above is also achieved if there is a transaction during the relevant period that results in the shares of New Brivo Common Stock being converted into the right to receive cash or other consideration having a per share value (in the case of any non-cash consideration, as provided in the definitive transaction documents for such transaction, or if not so provided, as determined by the New Brivo board of directors in good faith) in excess of the applicable post-Closing share price target set forth above. The Crown Earn-Out Shares that have not vested by the fifth anniversary of the Closing shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration. Prior to vesting or forfeiture, the Crown Earn-Out Shares will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock. Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination. The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination. F-9 Table of Contents The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A ordinary shares subject to redemption is recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a business combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the business combination. The Company will have 24 months from the closing of the IPO (with the ability to extend with stockholder approval) to consummate a business combination (the “Combination Period”). However, if the Company is unable to complete a business combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, 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 the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial business combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period. The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations. Liquidity As of December 31, 2021, the Company had cash outside the Trust Account of $ 14,807 available for working capital needs and working capital deficit of $ 4,091,246 . All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of December 31, 2021, none of the amount in the Trust Account was available to be withdrawn as described above. Through December 31, 2021, the Company’s 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. The Company anticipates that the $ 14,807 outside of the Trust Account as of December 31, 2021, and the amount available under the Working Capital Loans will be sufficient to allow the Company to operate until it consummates the proposed Brivo Business Combination and the related funding from the Subscription Agreements. F-10 Table of Contents In connection with the Company’s 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,” management has determined that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern. The Company has until February 2023 to consummate a Business Combination. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 2023. Risks and Uncertainties Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and search for a target company, the specific impact is not readily determinable as of the date of this financial statement. The financial statement does not include any adjustments that might result from the outcome of this uncertainty. ​ Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for annual financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of 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. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash F-11 Table of Contents equivalents. Marketable Securities Held in Trust Account At December 31, 2021, the Trust Account had $ 276,013,345 held in marketable securities. During period January 1, 2021 to December 31, 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . At December 31, 2021, the Company has not experienced losses on this account. 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, ordinary shares are classified as stockholders’ 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 December 31, 2021, 27,600,000 shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. As of December 31, 2021, the ordinary shares subject to possible redemption reflected on the balance sheet are reconciled in the following table: ​ ​ ​ ​ Gross proceeds from IPO $ 276,000,000 Less: ​ Proceeds allocated to Public Warrants, net of offering costs ​ ( 13,708,000 ) Ordinary share issuance costs ​ ( 15,686,121 ) Plus: ​ Remeasurement adjustment of carrying value to redemption value ​ 29,407,466 Ordinary shares subject to possible redemption ​ $ 276,013,345 ​ Net Income (Loss) per Ordinary Shares The Company has 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. Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50 per share were issued on February 11, 2021. No warrants were exercised during the year ended December 31, 2021. The calculation of diluted income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) F-12 Table of Contents exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net income per common share is the same as basic net income per common share for the periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the period from September 24, 2020 ​ ​ For the year ended ​ (inception) through ​ ​ December 31, 2021 ​ December 31, 2020 ​ Class A Class B Class A Class B Basic and diluted net income per share ​ ​ ​ ​ Numerator: ​ ​ ​ ​ Allocation of net income including remeasurement of temporary equity ​ $ 5,219,544 ​ $ 1,470,011 ​ $ — ​ $ ( 5,894 ) Denominator ​ ​ ​ ​ Weighted-average shares outstanding ​ 24,499,726 ​ 6,900,000 ​ — ​ 45,000,000 Basic and diluted net income per share ​ $ 0.21 ​ $ 0.21 ​ $ — ​ $ ( 0.00 ) ​ Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the public offering upon the completion of the IPO. Transaction costs amounted to $ 16,505,915 consisting of $ 5,520,000 of underwriting fee, $ 9,660,000 of deferred underwriting fee, $ 795,825 of excess fair value of the Anchor Investor shares and $ 530,090 of other offering costs. Of the total transaction costs $ 819,794 was charged to non-operating expense in the statement of operations with the rest of the offering costs charged to temporary equity. The transaction costs were allocated based on the relative fair value basis, compared to the total offering proceeds, between the fair value of the warrant liabilities and the Class A ordinary shares. 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 were 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 . Share based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares (the “Vesting Date”). The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 24 months from the date of the IPO to consummate a Business Combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued in February 2021 (“Grant Date”), and the shares vested immediately. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation for the 250,000 shares in excess of the amount paid was not material. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. F-13 Table of Contents Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its Initial Public Offering ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued by the Company in connection with the Public Offering and Private Placement has been estimated using binomial lattice model at each measurement date. Income Taxes The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. Recent Accounting Standards During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. ​ F-14 Table of Contents Note 3 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units, (at a price of $ 10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $ 0.0001 per share one -third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A Ordinary shares at a price of $ 11.50 per share. ​ Note 4 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $ 11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account. ​ Note 5 — Related Party Transactions Founder Shares On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”). On February 9, 2021, the Company effected a dividend of 0.2 of a share of Class B ordinary shares for each share of Class B ordinary shares, resulting in 6,900,000 shares of Class B ordinary shares being issued and outstanding . On February 11, 2021, the Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 . In February 2021 the Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors. After transferring shares to the Anchor Investors, directors and advisors, the Sponsor owns 5,960,000 Founder Shares. The Sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup. Promissory Note — Related Party On October 13, 2020, the Company issued the Promissory Note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 300,000 . The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. As of December 31, 2021, the Company had repaid the Sponsor note in full. At December 31, 2021, no future borrowing are permitted under this Promissory Note. Administrative Support Agreement Commencing on the date of the IPO, the Company has agreed to pay the Sponsor a total of $ 15,000 per month for office space and administrative support services. Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. F-15 Table of Contents Working Capital Loans In addition, In order to finance transaction costs in connection with a business combination, the initial stockholders or an affiliate of the initial stockholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-business combination entity at a price of $ 1.50 per warrant. The warrants would be identical to the Private Placement Warrants. On November 30, 2021, the Company entered into a convertible note with Richard Chera, its Chief Executive Officer and director, pursuant to which the Mr. Chera agreed to loan the Company up to an aggregate principal amount of $ 1,500,000 (the “Convertible Note”). The Convertible Note is 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 the Company does not consummate a business combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate the business combination. Up to $ 1,500,000 of the Convertible Note may be converted into warrants at a price of $ 1.50 per warrant at the option of Mr. Chera. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $ 450,000 . ​ Note 6 — Commitments & 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on 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 “piggy-back” 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. Underwriters Agreement On February 11, 2021, the Company paid a fixed underwriting discount of $ 0.20 per Unit, or $ 5,520,000 in the aggregate. Additionally, a deferred underwriting discount of $ 0.35 per Unit, or $ 9,660,000 in the aggregate, will 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, subject to the terms of the underwriting agreement. ​ Attorney Fees The Company has incurred business combination related legal fees, none of which are payable until consummation of the proposed Brivo Business Combination. At December 31, 2021 total fees incurred amounted to approximately $ 4.4 million. Of the total legal fees, 20 % or approximately $ 880,000 are contingent upon consummation of a business combination. If the Company is unable to complete a business combination within the Combination Period, no funds held in the Trust Account may be used to settle any balance due. The Company continues to incur business combination related legal fees and the ultimate amount of such payments will be quantified at or near the time of closing. ​ F-16 Table of Contents Legal Proceedings As of the date of this Form 10-K, and in connection with the Business Combination with Brivo, Crown has received two demand letters by purported stockholders of Crown. On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that the Crown board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect to the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted. Additional potential plaintiffs may file lawsuits challenging the Business Combination. The outcome of any future litigation is uncertain. In connection with determining the probability of loss associated with such legal proceedings and whether any potential losses associated therewith are estimable, the Company takes into account what is believed to be all relevant known facts and circumstances, and what is believed to be reasonable assumptions regarding the application of those facts and circumstances to existing agreements, laws and regulations. Accordingly, the Company can provide no assurance that the outcome of the various legal proceedings that the Company is currently involved in, or will become involved with in the future, will not, individually or in the aggregate, have a material adverse effect on the Company's balance sheet, statement of operations or cash flows. ​ Note 7 — Stockholders’ (Deficit) Equity Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each. At December 31, 2021, there were no preference shares issued or outstanding . Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each. At December 31, 2021, there were no shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption) Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each. At December 31, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding . Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial business combination. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a business combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. ​ ​ Note 8 — Warrants Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a F-17 Table of Contents business combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s business combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 per warrant; ● upon not less than 30 days ’ prior written notice of redemption; ● to each warrant holder; and ● if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before we send to the notice of redemption to the warrant holders. If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a business combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more F-18 Table of Contents than 60 % of the total equity proceeds, and interest thereon, available for the funding of a business combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a business combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively. The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. ​ Note 9 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Recurring Fair Value Measurements The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. Upon inception, the Company’s warrants were based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Warrant liabilities were classified within Level 3 of the fair value hierarchy. On March 30, 2021 the Company’s Public Warrants began trading on the New Yock Stock Exchange. Consequently, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy. The Company’s management believes the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants are based on the valuation of the Public Warrants. The fair value of the Private Warrant liability classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets. F-19 Table of Contents The following table presents fair value information as of December 31, 2021 of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Description ​ ​ ​ Assets: ​ ​ ​ Cash held in Trust Account ​ $ 276,013,345 ​ $ — ​ $ — Liabilities: ​ ​ ​ Public Warrants ​ $ ( 5,244,000 ) ​ $ — ​ $ — Private Warrants ​ ​ — ​ ​ ( 2,857,600 ) ​ ​ — Fair Value of warrants as of December 31, 2021 ​ $ ( 5,244,000 ) ​ $ ( 2,857,600 ) ​ $ — ​ The following table provides a reconciliation of changes in the Level 3 fair value classification: ​ ​ ​ ​ ​ Fair value at December 31, 2020 $ — Initial value at February 11, 2021 ​ 21,177,866 Change in fair value ​ ( 9,522,933 ) Reclassification of Private Warrants to Level 2(1) ​ ​ ( 4,110,933 ) Reclassification of Public Warrants to Level 1(1) ​ ​ ( 7,544,000 ) Fair Value at December 31, 2021 ​ $ — ​ (1) Assumes the warrants were reclassified on June 30, 2021 ​ ​ Note 10 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. ​ On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that the Crown board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect to the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted. ​ ​ F-20 Table of Contents b. Exhibits: The exhibits list in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. ​ Exhibit Number Description of Document 2.1 ​ Business Combination Agreement, dated as of November 10, 2021, by and among CPTK, Merger Sub I, Merger Sub II and Brivo (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed December 22, 2021, (file no. 333-261857)). 3.1 ​ Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed December 22, 2021, (file no. 333-261857)) 4.1 ​ Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed January 21,2021 (file no. 333-252307)). 4.2 ​ Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed January 21, 2021 (file no. 333-252307)). 4.3 ​ Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed January 21,2021 (file no. 333-252307)). 4.4 ​ Warrant Agreement, dated February 8, 2021, between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed February 11, 2021, (file no. 001-40017)). 4.5 ​ Description of Securities. 10.1 ​ Promissory Note, dated as of October 21, 2020, between the registrant and the sponsor (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 filed January 21, 2021 (file no. 333-252307)). 10.2 ​ Securities Purchase Agreement between CPTK and CPTK’s sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed January 21,2021 (file no. 333-252307)). 10.3 ​ Private Placement Warrants Purchase Agreement, dated as February 8, 2021, between CPTK and CPTK’s sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 11, 2021, (file no. 001-40017)). 10.4 ​ Investment Management Trust Agreement between CPTK and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 11, 2021, (file no. 001-40017)). 10.5 ​ Registration Rights Agreement, dated February 8, 2021, among CPTK, CPTK’s sponsor and certain equity holders of CPTK (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 11, 2021, (file no. 001-40017)). 10.6 ​ Amended and Restated Registration Rights Agreement, dated as of November 10, 2021, between Brivo, Inc. and the investors party thereto (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed December 22, 2021, (file no. 333-261857)). 10.7 ​ Letter Agreement, dated February 8, 2021, between CPTK and CPTK’s sponsor, officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February 11, 2021, (file no. 001-40017)) 10.8 ​ Form of Administrative Services Agreement (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on January 21, 2021 (file No. 333-252307)). 10.9 ​ Form of Subscription Agreement (Convertible Debts Notes) (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed December 22, 2021, (file no. 333-261857)). 10.10 ​ Form of Stockholder Support Agreement (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed December 22, 2021, (file no. 333-261857)) 10.11 ​ Form of Amendment No. 1 to the Stockholder Support Agreement (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4/A filed February 11, 2022, (file no. 333-261857)) 10.12 ​ Promissory Note made by the Registrant in favor of Crown PropTech Sponsor, LLC (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 filed on January 21, 2021 (file No. 333-252307)). 10.13 ​ Convertible Note, dated November 30, 2021, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 6, 2021 (file No. 001-40017). 31.1 ​ Certification of 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. 76 Table of Contents Exhibit Number Description of Document 31.2 ​ Certification of Chief Financial Officer (Principal Financial and Accounting 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. 32.1* ​ Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* ​ Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS ​ XBRL Instance Document 101.SCH ​ XBRL Taxonomy Extension Schema Document 101.CAL ​ XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ​ XBRL Taxonomy Extension Definition Linkbase Document 101.DRF ​ XBRL Taxonomy Extension Label Linkbase Document 101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibits 101). * These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 16. Form 10-K Summary Not applicable. ​ ​ 77 Table of Contents SIGNATURES ​ Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ ​ CROWN PROPTECH ACQUISITIONS ​ ​ ​ ​ ​ ​ Date: April 12, 2022 ​ By: /s/ Richard Chera ​ ​ Name: Richard Chera ​ ​ Title: Chief Executive Officer and Director ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. ​ Signature Title Date /s/ Richard Chera ​ Chief Executive Officer and Director ​ April 12, 2022 ​ Richard Chera ​ (Principal Executive Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Pius Sprenger ​ Chief Financial Officer and Director ​ April 12, 2022 ​ Pius Sprenger ​ (Principal Financial and Accounting Officer) ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Martin Enderle ​ Director ​ April 12, 2022 ​ Martin Enderle ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Lisa Holladay ​ Director ​ April 12, 2022 ​ Lisa Holladay ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Stephen Siegel ​ Director ​ April 12, 2022 ​ Stephen Siegel ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Frits van Paasschen ​ Director ​ April 12, 2022 ​ Frits van Paasschen ​ ​ ​ ​ ​ ​ ​ ​ 78