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Item 1. Financial Statements

2023-01-13 compared with 2022-08-23 · 112 added, 104 removed, 394 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

September 30,

Current assets:

33 unchanged sentences

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,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

Three Months Ended September 30,

Nine Months Ended September 30,

Formation loss and operating costs

6 unchanged sentences

Offering expenses related to warrant issuance

Total other income (expense)

Net income (loss)

( 1,472,297 )

Total other income, net

Weighted average redeemable shares outstanding

Basic and diluted net income (loss) per redeemable share

Basic and diluted net income per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net income (loss) per common share

Basic and diluted net income per common share

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

Ordinary Shares

11 unchanged sentences

( 18,698,145 )

Remeasurement of ordinary shares subject to redemption value

( 1,248,046 )

Capital contribution from Sponsor

Balance as of September 30, 2022

( 18,119,972 )

( 18,022,282 )

Ordinary Shares

Shareholders’

Equity (Deficit)

Balance as of December 31, 2020

11 unchanged sentences

( 20,429,590 )

Balance as of September 30, 2021

( 16,533,645 )

( 16,532,955 )

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

1 unchanged sentence

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

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

June 30, 2022

June 30, 2021

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

September 30, 2022

September 30, 2021

Cash Flows from Operating Activities:

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

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

Change in fair value of warrant liabilities

2 unchanged sentences

Trust dividend income

( 1,662,587 )

Offering costs allocated to warrants

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Proceeds from Initial Public Offering, net of underwriters’ discount

Proceeds from convertible note to related party

Proceeds from issuance of Private Placement Warrants

Repayment of promissory note to related party

Repayment of convertible note to related party

Capital contribution from Sponsor

Payments of offering costs

10 unchanged sentences

CROWN PROPTECH ACQUISITIONS

NOTES TO FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

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

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.

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

All activity through September 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.

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.

The Company’s sponsor is Crown Proptech Sponsor LLC, a Delaware limited liability company (the “sponsor”).

The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”).

7 unchanged sentences

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.

On November 10, 2021, the Company entered into a business combination agreement (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”).

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.

On August 10, 2022, the Company received a notice of election from Brivo, notifying the Company that Brivo had 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.

In addition, the remaining Subscription Agreements were automatically terminated.

Initial Business Combination

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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 Class A ordinary shares subject to redemption are 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.

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.

3 unchanged sentences

Liquidity, Capital Resources and Going Concern

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 .

As of September 30, 2022, the Company had cash outside the Trust Account of $ 616 available for working capital needs and working capital deficit of $ 8,005,527 .

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 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.

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

Through September 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 IPO, the sale of Private Placement Warrants, the Promissory Note, the Convertible Note (as defined below) and a capital contribution from the sponsor of $ 97,000 in the third quarter of 2022.

The Company has incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans.

13 unchanged sentences

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.

The unaudited condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s results of operations and ability to complete an initial business combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond the Company’s control.

7 unchanged sentences

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.

Operating results for the three and nine months ended September 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”);

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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.

1 unchanged sentence

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 preparation of these unaudited consolidated 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 consolidated condensed financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did no t have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

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.

At September 30, 2022 and December 31, 2021, the Trust Account had $ 277,675,932 and $ 276,013,345 held in marketable securities, respectively.

During the three and nine months ended September 30, 2022 and 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 June 30, 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 September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

3 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.

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:

Accordingly, as of September 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 consolidated condensed balance sheet.

As of December 31, 2021 and September 30, 2022, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheet are reconciled in the following table:

Gross proceeds from IPO

6 unchanged sentences

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2022

Ordinary shares subject to possible redemption, September 30, 2022

Net Income per Ordinary Shares

2 unchanged sentences

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 and six months ended June 30, 2022 and 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 nine months ended September 30, 2022 and 2021.

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 June 30,

Basic and diluted net income (loss) per share

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

( 1,177,838 )

For the three months ended September 30,

Basic and diluted net income per share

Allocation of net income including remeasurement of temporary equity

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

For the nine months ended September 30,

Basic and diluted net income per share

Allocation of net income including remeasurement of temporary equity

4 unchanged sentences

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.

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

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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 acquired shares vested upon granting of the shares.

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.

If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless.

The shares were issued in February 2021 (“Grant Date”), and the shares vested immediately.

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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.

The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its IPO ( 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.

Working Capital Loans Option

On November 30, 2021, Richard Chera, the Company’s Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the expenses of the Company.

At the option of Richard Chera, the outstanding principle of $ 450,000 may be converted into that number of warrants (“Conversion Warrants”) equal to the outstanding principle of the note divided by $ 1.50 ( 300,000 warrants).

At the option of Richard Chera, the outstanding principle of $ 491,000 at September 30, 2022 may be converted into that number of warrants equal to the outstanding principle of the note divided by $ 1.50 ( 327,333 warrants).

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

At September 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.

Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statements 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.

Deferred income tax assets and liabilities are computed for differences between the unaudited consolidated condensed financial statements 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 unaudited condensed financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited consolidated condensed financial statements 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.

1 unchanged sentence

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

As of June 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 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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There was no material impact on the Company’s 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 unaudited condensed financial statements.

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.

Pursuant to the IPO, the Company sold 27,600,000 Units, (at a price of $ 10.00 per Unit.

Each Unit consists of one Class A Ordinary share, par value $ 0.0001 per share, and one -third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A Ordinary share 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.

(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 Class A ordinary share 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.

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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 9, 2021, the Company effected a dividend of 0.2 of a Class B ordinary share for each Class B ordinary share, resulting in 6,900,000 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 .

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On February 11, 2021, the Company had repaid the Promissory Note in full.

After the IPO, no future borrowings are permitted under this Promissory Note.

No future borrowings are permitted under this Promissory Note.

Administrative Support Agreement

1 unchanged sentence

Upon completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

For the three and nine months ended September 30, 2022, the Company has incurred $ 45,000 and $ 135,000 , respectively, in administrative support fees.

For the three and nine months ended September 30, 2021, the Company has incurred $ 45,000 and $ 114,107 , respectively, in administrative support fees.

At September 30, 2022 and December 31, 2021, the Company owed $ 294,107 and $ 159,107 , respectively, for these fees and reported them as due to related party on the balance sheet.

Working Capital Loans

2 unchanged sentences

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.

In the event that a business combination is not consummated, 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.

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.

On November 30, 2021, the Company entered into a convertible note with Richard Chera, its Chief Executive Officer and director, pursuant to which Mr.

Chera agreed to loan the Company up to an aggregate principal amount of $ 1,500,000 (the “Convertible Note”).

2 unchanged sentences

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.

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.

The warrants would be identical to the Private Placement Warrants.

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

As of September 30, 2022 and December 31, 2021, the outstanding balance under the Convertible Note amounted to an aggregate of $ 491,000 and $ 450,000 , respectively.

Note 6 — Commitments & Contingencies

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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.

As disclosed under “Note 10.

Subsequent Events,” in December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

Advisory Service Agreements

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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 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.

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.

The Company incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of September 30, 2022 total fees incurred amounted to approximately $ 6.5 million.

Of the total legal fees, 20 % or approximately $ 1.3 million were contingent upon consummation of a business combination.

As disclosed under “Note 10.

Subsequent Events,” in December 2022 and January 2023, the Company settled $ 7,008,070 due to vendors, including the $ 6.5 million of legal fees incurred as of September 30, 2022, for total cash payments of $ 514,964 .

Legal Proceedings

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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.

Additional potential plaintiffs may file lawsuits challenging the Business Combination.

The outcome of any future litigation is uncertain.

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 are no longer relevant given the termination of the Business Combination Agreement.

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.

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

At June 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

At September 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 June 30, 2022 and December 31, 2021, there were no shares issued and outstanding (excluding 27,600,000 shares subject to possible redemption).

At September 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.

At September 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;

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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 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.

The Private Placement Warrants are 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.

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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.

June 30, 2022

September 30, 2022

Investments held in Trust Account

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( 2,857,600 )

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 and six months ended June 30, 2021:

The Company utilized a binomial lattice analysis to value the Working Capital Loan option at December 31, 2021 and an internal model at September 30, 2022.

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

Fair value at December 31, 2020

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Change in fair value

Fair Value at June 30, 2021

Fair Value at September 30, 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 unaudited condensed financial statements were issued.

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.

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

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 consolidated condensed financial statements other than the matters discussed below.

Following a confidential settlement arrangement (the “Settlement Arrangement”), the Company is no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

In December 2022 and January 2023, the Company settled $ 7,008,070 due to vendors, including its legal counsel, for total cash payments of $ 514,964 .

In order to make such cash payments, the Company utilized a combination of (i) amounts received under the Settlement Arrangement and (ii) additional working capital loans from Richard Chera.

In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount of $ 0.35 per Unit, or $ 9,660,000 in the aggregate, that was to 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.

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