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Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with the sponsor, generating gross proceeds of approximately $7.5 million.
−Removed: Upon the closing of the Initial Public Offering and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
+Added: Upon the closing of the Initial Public Offering and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (“trust account”), located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”) having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by us, until the earlier of:
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There will be no redemption rights or liquidating distributions with respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination Period.
−Removed: Proposed Brivo Transaction
−Removed: On November 10, 2021, we 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) us, (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”).
−Removed: On May 12, 2022 we entered into a First Amendment to the Business Combination Agreement, which 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 us and Brivo.
−Removed: All other terms of the Business Combination Agreement remain unmodified and in full force and effect.
−Removed: Subject to the terms and conditions of the BCA, the following transactions will occur:
−Removed: (a) On the day prior to the closing date of the Brivo Business Combination (as defined below) (the “Closing Date”), Crown 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 Crown will change its name to “Brivo, Inc.” (“New Brivo”).
−Removed: The Domestication, the Mergers and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Brivo Business Combination”.
−Removed: (b) On the Closing Date, (i) each share of Brivo Series A-1 preferred stock will be canceled and converted into one share of Brivo Class B common stock and (ii) each share of Brivo Series A-2 preferred stock will be canceled and converted into one share of Brivo Class A common stock (collectively, the “Conversion”).
−Removed: (c) Immediately after the Conversion, (i) Merger Sub I will merge with and into Brivo (the “First Merger” and the effective time of the First Merger, the “First Effective Time”), with Brivo as the surviving corporation of the First Merger (the “Surviving Corporation”), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II continuing as the surviving entity of the Second Merger and, after giving effect to the Second Merger, Merger Sub II will be a wholly owned direct subsidiary of New Brivo.
−Removed: In accordance with the terms and subject to the conditions of the BCA, at the First Effective Time, based on (i) an implied equity value of $800 million plus approximately $2 million representing the aggregate exercise price of vested Brivo options and (ii) a $10.00 per share price for New Brivo Common Stock, (A) subject to the following paragraph, each share of Brivo Class A common stock (excluding dissenting shares and after giving effect to the Conversion) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of shares of Class A common stock, par value $0.0001 per share, of New Brivo (the “New Brivo Class A Common Stock”), as determined in the BCA (the “Share Conversion Ratio”), (B) subject to the following paragraph, each share of Brivo Class B common stock (excluding dissenting shares and after giving effect to the Conversion) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of shares of Class B common stock, par value $0.0001 per share, of New Brivo (and together with the New Brivo Class A Common Stock, the “New Brivo Common Stock”), as determined pursuant to the Share Conversion Ratio, (C) subject to the following paragraph, each restricted stock unit of Brivo (whether vested or unvested, although only the vested restricted stock units will be taken into account in calculating the Share Conversion Ratio) will be assumed by New Brivo and converted into a comparable restricted stock unit of New Brivo based on the Share Conversion Ratio (each, a “New Brivo RSU”) and (D) subject to the following paragraph, each option of Brivo (whether vested or unvested, although only the vested options will be taken into account in calculating the Share Conversion Ratio) will be assumed by New Brivo and converted into a comparable option that is exercisable for shares of New Brivo Class A Common Stock (and, with regard to options that are intended to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986 (the “Code”), in a manner compliant with Section 424(a) of the Code) (each, a “New Brivo Option”).
−Removed: A portion of the consideration payable under the prior paragraph will be paid:
−Removed: (i) in the case of consideration payable to Brivo stockholders, in the form of earn-out shares of New Brivo Common Stock (the “Brivo Earn-Out Shares”) and (ii) in the case of consideration payable to Brivo equity award holders, in the form of restricted stock units relating to shares of New Brivo Class A Common Stock (the “Brivo Earn-Out RSUs” and together with the Brivo Earn-Out Shares, the “Brivo Earn-Out Consideration”).
−Removed: The Brivo Earn-Out Consideration consists of 8,500,000 shares of New Brivo Common Stock (including the shares of New Brivo Common Stock underlying the Brivo Earn-Out RSUs).
−Removed: The Brivo Earn-Out Consideration will vest in two equal 4,250,000 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 180 days after the Closing Date and ending on or prior to the fifth anniversary of the Closing Date.
−Removed: A given achievement metric described above will also be 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.
−Removed: Brivo Earn-Out Consideration that has not vested by the fifth anniversary of the Closing Date shall, automatically and without further action on the part of New Brivo or any holder thereof, be forfeited and cancelled for no consideration.
−Removed: Brivo Earn-Out RSUs will also be forfeited if the employment of the relevant employee terminates prior to the vesting date of the underlying equity award.
−Removed: Prior to vesting or forfeiture, the Brivo Earn-Out Shares will, with limited exceptions, be entitled to all rights of other shares of New Brivo Common Stock, and the Brivo Earn-Out RSUs will be entitled to payments equivalent to the dividends that would have been paid on the shares underlying those Brivo Earn-Out RSUs.
−Removed: The total number of shares of New Brivo Common Stock to be issued pursuant to the prior two paragraphs (including the shares underlying the vested New Brivo RSUs, the vested New Brivo Options and the Brivo Earn-Out RSUs, but excluding the shares underlying the unvested New Brivo RSUs and the unvested New Brivo Options) will be approximately 80,200,000.
−Removed: As of the anticipated Closing Date, it is expected that all unvested New Brivo RSUs will have vested or been terminated and there will be approximately 991,000 shares of New Brivo Common Stock underlying the unvested New Brivo Options.
−Removed: In connection with the Brivo Business Combination, Crown has filed a Registration Statement on Form S-4 (File No.
−Removed: 333-261857) (as amended, the “Registration Statement”), which includes a preliminary proxy statement of the Company and a prospectus in connection with the Brivo Business Combination.
−Removed: The definitive proxy statement/prospectus and other relevant documentation will be mailed to Crown shareholders as of a record date to be established for purposes of voting on the Brivo Transaction.
−Removed: Crown shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and any amendments thereto, and the definitive proxy statement/prospectus in connection with the solicitation of proxies for the extraordinary general meeting to be held to approve the transactions contemplated by the proposed Brivo Transaction because these materials will contain important information about Brivo, Crown and the proposed transactions.
−Removed: Shareholders will also be able to obtain a copy of the preliminary proxy statement/prospectus and the definitive proxy statement/prospectus once they are available, without charge, at the SEC’s website at http://sec.gov or by directing a request to:
−Removed: Crown PropTech Acquisitions Corp., 667 Madison Avenue, New York, NY 10065.
−Removed: In connection with the signing of the Business Combination Agreement, Crown 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 Crown 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The interest rate under the Convertible Debt Notes will increase by 1.0% per annum after the first two years.
−Removed: 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.
−Removed: The obligation of the subscribers to close the purchase of the Convertible Debt Notes is subject to certain closing conditions, including Crown satisfying the Minimum Unrestricted Cash Condition as defined in the Business Combination Agreement.
−Removed: 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.
−Removed: In addition, the maximum debt-to-recurring revenue ratio shall be 3.00x starting the first full quarter after Closing, then declining 0.20x per quarter until reaching 1.50x, and remaining flat thereafter.
−Removed: In connection with the offering of the Convertible Debt Notes, Crown 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.
−Removed: Such right shall exist until the date Golub holds less than $36.5 million aggregate principal amount of Convertible Debt Notes.
−Removed: The Subscription Agreements provide Convertible Debt Investors with certain registration rights.
−Removed: In particular, Crown 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.
−Removed: Additionally, Crown 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 60th calendar day (or 90th calendar day if the SEC notifies Crown that it will “review” the registration statement) following the Closing Date and (ii) the 10th business day after the date Crown 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.
−Removed: The registration rights under the Subscription Agreements are separate and distinct from those provided for in the registration rights agreement.
−Removed: The Convertible Debt Financing is contingent upon, among other things, the closing of the Brivo Business Combination.
−Removed: 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 Crown 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 Crown, sponsor and the Anchor Investor dated February 8, 2021, pursuant to which, among other matters, (i) subject to certain limited exceptions, certain stockholders of Crown 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.
−Removed: 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 its 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”);
−Removed: 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.
−Removed: 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.
−Removed: The Amended and Restated Registration Rights Agreement includes customary indemnification and confidentiality provisions.
−Removed: 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.
−Removed: Concurrently with the execution of the Business Combination Agreement, certain stockholders of Brivo entered into that Stockholder Support Agreement with Crown, pursuant to which such stockholders have agreed to, among other things, (i) subject to the applicable Brivo stockholders having previously delivered the Written Consent, 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.
−Removed: 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.
−Removed: No further approvals of any Brivo stockholders are required in connection with the Brivo Business Combination.
−Removed: In connection with the Brivo Business Combination, the sponsor and certain shareholders of Crown that collectively with the sponsor own 6,210,000 Class B ordinary shares of Crown 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 conversion ratio set forth in the Existing Governing Documents with respect to all Class B ordinary shares of Crown, in each case, on the terms and subject to the conditions set forth in the sponsor Agreement.
−Removed: As of the date of the Registration Statement, the sponsor and the other Crown shareholders subject to the voting obligations under the sponsor Agreement collectively own approximately 17.9% of the issued and outstanding ordinary shares.
−Removed: 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 Crown 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: Termination of the Proposed Brivo Transaction
+Added: On November 10, 2021, we 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) us, (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”).
+Added: 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”).
+Added: On May 12, 2022 we and the other parties to the Business Combination Agreement entered into a First Amendment (the “First Amendment”) to the Business Combination Agreement.
+Added: 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.
+Added: In connection with the signing of the Business Combination Agreement, we 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.
+Added: 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.
+Added: 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”).
+Added: 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.
+Added: On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.
+Added: 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.
+Added: On August 10, 2022 we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.
+Added: As a result of such election the Business Combination was immediately terminated.
+Added: In addition, the rest of the Subscription Agreements were automatically terminated.
+Added: We believe that prior to termination Brivo breached the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M.
+Added: 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).
+Added: We intend to vigorously pursue its remedies.
+Added: 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 to the current report on Form 8-Ks filed with the SEC on May 13, 2022.
Results of Operations and Known Trends or Future Events
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We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: For the three months ended March 31, 2022, we had a net income of $3,356,489.
+Added: For the three months ended June 30, 2022, we had a net income of $212,753.
We incurred $2,311,262 of operating costs consisting mostly of legal fees, generated income on our trust account for $392,015 and had a change in fair value of warrant liability of $2,132,000.
−Removed: For the three months ended March 31, 2021, we had a net income of $9,611,289.
−Removed: We incurred $126,309 of formation and operating costs consisting mostly of general and administrative expenses, expensed a portion of the offering costs associated with the Initial Public Offering in the amount of $780,268 based on a relative fair value basis and had a change in fair value of warrant liability of $10,517,866.
+Added: For the six months ended June 30, 2022, we had a net income of $3,569,242.
+Added: We incurred $3,525,566 of operating costs consisting mostly of legal fees, generated income on our trust account for $414,541, and had a change in fair value of warrant liability of $6,680,267.
+Added: For the three months ended June 30, 2021, we had a net loss of $1,472,297.
+Added: We incurred $481,236 of operating costs consisting mostly of general and administrative expenses, generated income on our trust account for $3,872 and had a change in fair value of warrant liability of $994,933.
+Added: For the six months ended June 30, 2021, we had a net income of $8,138,992.
+Added: We incurred $607,545 of formation and operating costs consisting mostly of general and administrative expenses, expensed a portion of the offering costs associated with the Initial Public Offering in the amount of $780,268 based on a relative fair value basis, generated income on our trust account for $3,872 and had a change in fair value of warrant liability of $9,522,933.
Liquidity, Capital Resources and Going Concern
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We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.
−Removed: For the three months ended March 31, 2022, cash used in operating activities was $23,696, resulting primarily from the net income of $3,356,489 which was impacted by unrealized gain on change in fair value of warrant liabilities of $4,548,267 and trust dividend income of $22,526 and offset by changes in operating assets and liabilities used $1,238,000 of cash from operating activities.
−Removed: As of March 31, 2022 and December 31, 2021, we had cash outside the trust account of $38,503 and $14,807 available for working capital needs and working capital deficit of $5,305,550 and $4,091,246, respectively.
+Added: For the six months ended June 30, 2022, cash used in operating activities was $10,229, resulting primarily from the net income of $3,568,242 which was impacted by unrealized gain on change in fair value of warrant liabilities of $6,680,267 and trust dividend income of $414,541 and offset by changes in operating assets and liabilities used $3,515,337 of cash from operating activities.
+Added: As of June 30, 2022 and December 31, 2021, we had cash outside the trust account of $4,578 and $14,807 available for working capital needs and working capital deficit of $7,616,812 and $4,091,246, respectively.
All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.
−Removed: As of March 31, 2022 and December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.
−Removed: Through March 31, 2022, our 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 (as defined below).
+Added: As of June 30, 2022 and December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.
+Added: Through June 30, 2022, our 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 (as defined below).
On October 13, 2020, the Company issued a promissory note to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000 (the “Promissory Note”).
10 unchanged sentences
The warrants would be identical to the Private Placement Warrants.
−Removed: As of March 31, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000.
−Removed: We anticipate that the $38,503 outside of the trust account as of March 31, 2022, and the amount available under the Convertible Note 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.
+Added: As of June 30, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $450,000.
+Added: We have incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans.
+Added: We lack the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year for the issuance date of the financial statements.
+Added: Although no formal agreement exists, the Sponsor is committed to extend loans as needed.
+Added: Accordingly, we may not be able to obtain additional financing.
+Added: If we are 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.
+Added: We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all, or that our plans to consummate an initial Business Combination will be successful.
In connection with our 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,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about our ability to continue as a going concern.
8 unchanged sentences
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.
+Added: As part of the termination of the Business Combination the Restated Registration Right Agreement was automatically terminated.
Underwriting Agreement
−Removed: On February 11, 2021, the Company paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate.
+Added: On February 11, 2021, we 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.
−Removed: Lease Agreement
+Added: 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 us in identifying or consummating an initial Business Combination.
+Added: Advisory Service Agreements
+Added: We have enlisted various entities as capital market advisors to assist in the identification and consummation of an initial Business Combination.
+Added: Fees for such services are payable only upon consummation of an initial Business Combination by us and are payable out of funds allocated as the deferred underwriters’ discount.
+Added: Administrative Support Agreement
We have an agreement to pay the sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team.
−Removed: As of March 31, 2022, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.
+Added: As of June 30, 2022, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.
Attorney Fees
−Removed: We have incurred business combination related legal fees, none of which are payable until consummation of the proposed Brivo Business Combination.
−Removed: As of March 31, 2022 total fees incurred amounted to approximately $5.7 million.
−Removed: Of the total legal fees, 20% or approximately $1.1 million are contingent upon consummation of a business combination.
+Added: We have incurred business combination related legal fees.
+Added: As of June 30, 2022 total fees incurred amounted to $6,248,298 million.
+Added: Of the total legal fees, 20% or $1,249,660 are contingent upon consummation of a business combination.
If we are 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.
17 unchanged sentences
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.
−Removed: Accordingly, as of March 31, 2022, 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.
+Added: Accordingly, as of June 30, 2022, 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.
Net Loss per Ordinary Shares
1 unchanged sentence
Earnings and losses are shared pro rata between the two classes of shares.
−Removed: The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the three months ended March 31, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.
+Added: The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the three months ended June 30, 2022 because the warrants are contingently exercisable, and the contingencies have not yet been met.
As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.
13 unchanged sentences
Off-Balance Sheet Arrangements
−Removed: As of March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
+Added: As of June 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
The Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public companies.
6 unchanged sentences
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.