Item 1. Legal Proceedings
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.
As of the date of this Form 10-Q, and in connection with the Brivo Business Combination, we have received two demand letters by purported stockholders of Crown. On January 4, 2022, we received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that our 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 we provide additional disclosures related to the Brivo Business Combination. On January 14, 2022, we received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that we filed a registration statement that omits material information with respect to the Brivo Business Combination. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. we believe 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 Brivo Business Combination. The outcome of any future litigation is uncertain.
Such litigation, if not resolved, could prevent or delay consummation of the Brivo Business Combination and result in substantial costs to the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Brivo Business Combination is that no injunction or other order or decree issued by a governmental authority that prohibits or makes illegal consummation of the Brivo Business Combination (including the Mergers) or enjoins the Company, Brivo, Merger Sub I or Merger Sub II from consummating the Brivo Business Combination (including the Mergers) is in effect. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Brivo Business Combination on the agreed-upon terms, then such injunction may prevent the Brivo Business Combination from being consummated, or from being consummated within the expected time frame.
Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on form 10-K for the year ended December 31, 2021, dated April 12, 2022.
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