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Item 1. Financial Statements

2022-08-23 compared with 2022-05-20 · 138 added, 122 removed, 360 unchanged (42% of the section changed)

1 unchanged sentence

CROWN PROPTECH ACQUISITIONS

CONDENSED BALANCE SHEETS

CONSOLIDATED CONDENSED BALANCE SHEETS

Current assets:

23 unchanged sentences

Additional paid-in capital

Retained earnings

Accumulated deficit

( 18,698,835 )

4 unchanged sentences

Total liabilities, redeemable shares and shareholders’ deficit

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

For the three months ended

March 31, 2022

March 31, 2021

Formation income (loss) and operating costs

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

Three Months Ended June 30,

Six Months Ended June 30,

Formation loss and operating costs

Loss from operations

( 2,311,262 )

Other Income (Loss)

( 3,525,566 )

Other income (expense):

Trust dividend income

1 unchanged sentence

Offering expenses related to warrant issuance

Total other income

Total other income (expense)

Net income (loss)

( 1,472,297 )

Weighted average redeemable shares outstanding

Basic and diluted net income per redeemable share

Basic and diluted net income (loss) per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net income per common share

The accompanying notes are an integral part of these unaudited condensed financial statements.

Basic and diluted net income (loss) per common share

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

Ordinary Shares

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( 18,518,883 )

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2022

( 18,698,835 )

( 18,698,145 )

Ordinary Shares

8 unchanged sentences

( 18,957,293 )

The accompanying notes are an integral part of these unaudited condensed financial statements.

( 1,472,297 )

Balance as of June 30, 2021

( 20,430,280 )

( 20,429,590 )

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021

For the three

March 31, 2022

March 31, 2021

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND JUNE 30, 2021

June 30, 2022

June 30, 2021

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Adjustments to reconcile net income to net income cash used in operating activities:

Change in fair value of warrant liabilities

7 unchanged sentences

Accounts payable and accrued expenses

Net cash provided by (used in) operating activities

Net cash used in operating activities

( 1,046,600 )

Cash Flows from Investing Activities:

17 unchanged sentences

Deferred underwriters’ discount payable charged to additional paid-in capital

The accompanying notes are an integral part of these unaudited condensed financial statements.

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

CROWN PROPTECH ACQUISITIONS

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Organization and General

Crown Proptech Acquisitions (the “Company”) was incorporated in the Cayman Islands on September 24, 2020.

Crown Proptech Acquisitions (the “Company” or “Crown”) 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”).

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The Company has selected December 31 as its fiscal year end.

As of March 31, 2022, the Company had not yet commenced any operations.

All activity through March 31, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

As of June 30, 2022, the Company had not yet commenced any operations.

All activity through June 30, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial business combination, at the earliest.

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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 shareholders.

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

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 ordinary shares 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 ordinary shares 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 Capital LLC (such entity, together with its affiliates, "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.

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.

Termination of the Proposed Brivo Transaction

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

The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including, but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below), equaling no less than $ 75 million (after deducting any amounts paid to Crown shareholders that exercise their redemption rights in connection with the Business Combination) (the “BCA Minimum Cash Condition”).

On May 12, 2022 the Company and the other parties to the Business Combination Agreement entered into a First Amendment (the “First Amendment”) to the Business Combination Agreement.

The First Amendment provides for an amendment to the definition of the “Outside Date” in the Business Combination Agreement and changes the date listed therein from July 10, 2022 to August 9, 2022 or such later date as may be mutually agreed by Crown and Brivo.

In connection with the signing of the Business Combination Agreement, the Company entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and, in connection with the consummation of the Business Combination, purchase convertible notes (the “PIPE Notes”), with an aggregate principal amount of $ 75 million, on the terms and subject to the conditions therein.

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

In addition, the obligation of the PIPE Investors to consummate the purchase of the PIPE Notes was subject to certain other closing conditions, including Crown having at closing at least $ 95 million of unrestricted cash and, to the extent a revolving credit facility existed at closing, the unrestricted cash together with the undrawn availability under that facility being at least $ 115 million (the “SA Minimum Cash Condition” and, together with the BCA Minimum Cash Condition, the “Minimum Cash Conditions”).

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

On July 11, 2022, the Company received a notice of election from Golub, notifying the Company that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, subject to certain limited exceptions, by either Crown or Brivo if the Business Combination is not consummated by August 9, 2022.

On August 10, 2022 the Company received a notice of election from Brivo, notifying the Company that Brivo has elected to terminate the Business Combination.

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

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

The Company believes that prior to termination Brivo breached the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M.

Drako, the Chairman of the board of directors of Brivo, breached the Stockholder Support Agreement (as defined in the Business Combination Agreement), in each case, including breaching their respective obligations not to take certain actions in connection with a Company Acquisition Proposal (as defined in the Business Combination Agreement).

The Company intends to vigorously pursue its remedies.

The foregoing description of the Business Combination Agreement, the Subscription Agreements is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement and the Subscription Agreements, copies of which are included as Exhibits 2.1, 10.2, respectively, to the current report on Form 8-Ks filed with the SEC on November 16, 2021 and Exhibit 2.1 o the current report on Form 8-Ks filed with the SEC on May 13, 2022.

Initial Business Combination

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Liquidity, Capital Resources and Going Concern

As of March 31, 2022, the Company had cash outside the Trust Account of $ 38,503 available for working capital needs and working capital deficit of $ 5,305,550 .

As of June 30, 2022, the Company had cash outside the Trust Account of $ 4,578 available for working capital needs and working capital deficit of $ 7,616,812 .

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 March 31, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Through March 31, 2022, 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 $ 38,503 outside of the Trust Account as of March 31, 2022, and the amount available under the Working Capital Loans will be sufficient liquidity to allow the Company to operate until it consummates the proposed Brivo Business Combination and the related funding from the Subscription Agreements.

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.

As of June 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Through June 30, 2022, 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 has incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Although no formal agreement exists, the Sponsor is committed to extend loans as needed (see Note 5).

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful.

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 above liquidity issues and 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.

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Risks and Uncertainties

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

As of the date of these financial statements, the impact of this action and the related sanctions on the world economy and the effect on these unaudited financial statements are currently not determinable.

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 the unaudited condensed financial statements.

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Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S.

The accompanying unaudited consolidated condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three months ended March 31, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.

In the opinion of management, the unaudited consolidated condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three and six months ended June 30, 2022 is not necessarily indicative of the results that may be expected through December 31, 2022.

The Company’s subsidiaries include Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”) and Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Crown (“Merger Sub II”);

both of which were formed for the purposes of facilitating a proposed business agreement.

All intercompany transactions have been eliminated upon consolidation.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on April 12, 2022.

Emerging Growth Company Status

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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 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.

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Use of Estimates

The preparation of these unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

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Investments Held in Trust Account

At March 31, 2022 and December 31, 2021, the Trust Account had $ 276,035,871 and $ 276,013,345 held in marketable securities, respectively.

During the three months ended March 31, 2022 and the three months end March 31, 2021, the Company did not withdraw any interest income from the Trust Account to pay its tax obligations.

At June 30, 2022 and December 31, 2021, the Trust Account had $ 276,427,886 and $ 276,013,345 held in marketable securities, respectively.

During the three and six months ended June 30, 2022 and the three and six months end June 30, 2021, the Company did not withdraw any 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 March 31, 2022 and December 31, 2021, the Company has not experienced losses on this account.

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 June 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

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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 March 31, 2022 and 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 March 31, 2022, the ordinary shares subject to possible redemption reflected on the condensed balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2022 and 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 and June 30, 2022, the ordinary shares subject to possible redemption reflected on the condensed balance sheet are reconciled in the following table:

Gross proceeds from IPO

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( 15,663,595 )

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, December 31, 2021

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2022

Net Income per Ordinary Shares

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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 three months ended March 31, 2022 and March 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) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.

No warrants were exercised during the three and six months ended June 30, 2022 and 2021.

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 three months ended

March 31, 2022

March 31, 2021

For the three months ended June 30,

Basic and diluted net income (loss) per share

Allocation of net income (loss) including remeasurement of temporary equity

( 1,177,838 )

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

For the six months ended June 30,

Basic and diluted net income per share

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The option (“Working Capital Loan Option”) to convert the working capital loans into warrants qualifies as an embedded derivative under ASC 815 and is required to be reported at fair value.

At March 31, 2022 and December 31, 2021 the value of the Working Capital Loan Option was $ 0 .

At June 30, 2022 and December 31, 2021 the value of the Working Capital Loan Option was $ 0 .

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.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2022 and December 31, 2021, 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.

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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.

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The warrants would be identical to the Private Placement Warrants.

As of March 31, 2022 and December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $ 450,000 .

As of June 30, 2022 and December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $ 450,000 .

Note 6 — Commitments & Contingencies

7 unchanged sentences

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.

Of such amount, at the sole discretion of the Company after consultation with the underwriters up to $ 0.175 per unit, or up to $ 4,830,000 , may be paid to third-party advisors to assist the Company in identifying or consummating an initial Business Combination.

Advisory Service Agreements

The Company has enlisted various entities as capital market advisors to assist in the identification and consummation of an initial Business Combination.

Fees for such services are payable only upon consummation of an initial Business Combination by the Company and are payable out of funds allocated as the deferred underwriters’ discount.

Attorney Fees

The Company has incurred business combination related legal fees, none of which are payable until consummation of the proposed Brivo Business Combination.

As of March 31, 2022 total fees incurred amounted to approximately $ 5.7 million.

As of June 30, 2022 total fees incurred amounted to approximately $ 6.2 million.

Of the total legal fees, 20 % or approximately $ 1.2 million are contingent upon consummation of a business combination.

9 unchanged sentences

The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination.

On June 27, 2022, Crown received a demand letter by a purported stockholder of Crown.

The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding the Brivo Business Combination.

The demand letter seeks, among other things, that Crown provide additional disclosures related to the Brivo Business Combination.

Crown believes that the claims asserted in these demand letters are without merit and intends to defend vigorously against all claims asserted.

5 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At March 31, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

At June 30, 2022 and 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 March 31, 2022 and 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 March 31, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued or outstanding.

At June 30, 2022 and 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 June 30, 2022 and 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;

1 unchanged sentence

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.

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;

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.

17 unchanged sentences

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.

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.

25 unchanged sentences

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.

The Company’s Working Capital Loan option was based on a valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

The Company’s Working Capital Loan option was based on a valuation model 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 Working Capital Loan option liability were classified within Level 3 of the fair value hierarchy.

The following table presents fair value information 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.

March 31, 2022

Cash held in Trust Account

June 30, 2022

Investments held in Trust Account

Working Capital Loan Option

Public Warrants

( 2,300,000 )

Private Warrants

( 1,253,333 )

Fair Value of warrants as of March 31, 2022

( 2,300,000 )

( 1,253,333 )

Fair Value of warrants and Working Capital Loan Option

December 31, 2021

Cash held in Trust Account

Investments held in Trust Account

Public Warrants

2 unchanged sentences

( 2,857,600 )

Fair Value of warrants as of December 31, 2021

Fair Value of warrants and Working Capital Loan Option

( 5,244,000 )

1 unchanged sentence

The Company utilized a binomial lattice analysis to value the Working Capital Loan option.

The following table provides a reconciliation of changes in the Level 3 fair value classification for the three months ended March 31, 2021:

The following table provides a reconciliation of changes in the Level 3 fair value classification for the three and six months ended June 30, 2021:

Fair value at December 31, 2020

3 unchanged sentences

Fair Value at March 31, 2021

Reclassification of Private Warrants to Level 2(1)

( 4,110,933 )

Reclassification of Public Warrants to Level 1(1)

( 7,544,000 )

Change in fair value

Fair Value at June 30, 2021

(1) Assumes the warrants were reclassified on June 30, 2021

Note 10 — Subsequent Events

On May 12, 2022, the Company entered into a First Amendment (the “ First Amendment ”) to the Business Combination Agreement.

All other terms of the Business Combination Agreement remain unmodified and in full force and effect.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued.

Based upon this review, other than noted above, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

Based upon this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements other than the matters discussed below:

On July 11, 2022, Crown received a notice of election from Golub, notifying Crown that Golub has elected to terminate Golub’s Subscription Agreement (see Note 1).

On August 10, 2022 the Company received a notice of election from Brivo, notifying the Company that Brivo has elected to terminate the Business Combination.

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

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

The Company has borrowed $ 491,000 under the Convertible Note as of August 19, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements