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Item 2. Management’s Discussion and Analysis

2023-01-13 compared with 2022-08-23 · 66 added, 62 removed, 96 unchanged (57% of the section changed)

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References to the “Company,” “Crown,” “our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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We are a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

Our sponsor is Crown PropTech Sponsor, LLC, a Cayman Islands exempted company (“sponsor”).

The registration statement for our initial public offering (the “Initial Public Offering”) became effective on February 8, 2021.

On February 11, 2021, we consummated the Initial Public Offering of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the Initial Public Offering price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.7 million in deferred underwriting commissions.

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.

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.

Our sponsor is Crown PropTech Sponsor, LLC, a Delaware limited liability company (“sponsor”).

The registration statement for our initial public offering (the “IPO”) became effective on February 8, 2021.

On February 11, 2021, we consummated the IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.7 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, 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.

Upon the closing of the IPO and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO 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:

(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

If we have not completed a business combination within 24 months from the closing of the Initial Public Offering, or February 11, 2023 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up;

If we have not completed a business combination within 24 months from the closing of the IPO, or February 11, 2023 (the “Combination Period”), and our shareholders do not otherwise approve an extension of time to consummate an initial business combination, we will (i) cease all operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, 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 us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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.

On August 12, 2022, Dr.

Pius Sprenger, our Chief Financial Officer and a member of the board of directors of Crown (the “Board”), notified the Board of his resignation from the Board and from his role as Chief Financial Officer of Crown, effective immediately.

As of the date of this report, Richard Chera, Crown's Chief Executive Officer, is also acting as the principal financial officer.

In addition, on August 12, 2022, Dr.

Martin Enderle, a member of the Board and chair of the audit committee of the Board (the “Audit Committee”), notified the Board of his resignation from the Board and from the Audit Committee, effective immediately.

Concurrently with Dr.

Enderle’s resignation, Frits van Paasschen, a member of the Board and of the Audit Committee, assumed the role of chair of the Audit Committee.

Termination of the Proposed Brivo Transaction

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”).

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 we 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, 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.

On November 10, 2021, we 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”).

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 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, 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.

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 we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.

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

We believe 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).

We intend 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 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.

For the three months ended June 30, 2022, we had a net income of $212,753.

For the three months ended September 30, 2022, we had a net income of $1,826,909.

We incurred $485,715 of operating costs consisting mostly of legal fees, generated income on our trust account for $1,248,046 and had a change in fair value of warrant liability of $1,064,578.

For the six months ended June 30, 2022, we had a net income of $3,569,242.

For the nine months ended September 30, 2022, we had a net income of $5,396,151.

We incurred $4,011,281 of operating costs consisting mostly of legal fees, generated income on our trust account for $1,662,587, and had a change in fair value of warrant liability of $7,744,845.

For the three months ended June 30, 2021, we had a net loss of $1,472,297.

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.

For the six months ended June 30, 2021, we had a net income of $8,138,992.

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.

For the three months ended September 30, 2021, we had a net income of $3,896,635.

We incurred $513,738 of operating costs consisting mostly of general and administrative expenses, generated income on out trust account for $4,240, and had a change in fair value of warrant liability of $4,406,133.

For the nine months ended September 30, 2021, we had a net income of $12,035,627.

We incurred $1,121,283 of formation and operating costs consisting mostly of general and administrative expenses, incurred offering expenses related to warrant issuances of $780,268, generated income on out trust account for $8,112, and had a change in fair value of warrant liability of $13,929,066.

Liquidity, Capital Resources and Going Concern

On February 11, 2021, we consummated our Initial Public Offering of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the Initial Public Offering price to cover over-allotments.

On February 11, 2021, we consummated our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the IPO price to cover over-allotments.

The Units were sold, generating gross proceeds of $276,000,000.

Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.

Following the Initial Public Offering, the sale of the Private Placement Warrants, and the underwriters election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the trust account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the trust account, after payment of costs related to the Initial Public Offering, and available for working capital purposes.

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.

Following the IPO, the sale of the Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.

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.

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.

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.

For the nine months ended September 30, 2022, cash used in operating activities was $152,191, resulting primarily from the net income of $5,396,151 which was impacted by unrealized gain on change in fair value of warrant liabilities of $7,744,845 and trust dividend income of $1,662,587 and offset by changes in operating assets and liabilities used $3,859,090 of cash from operating activities.

Cash provided from financing activities include borrowings under the Convertible Note of $41,000 and capital contributions from the Sponsor of $97,000.

As of September 30, 2022 and December 31, 2021, we had cash outside the trust account of $616 and $14,807 available for working capital needs and working capital deficits of $8,005,527 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.

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.

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).

As of September 30, 2022 and December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.

Through September 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) and a capital contribution from the Sponsor of $97,000 in the third quarter of 2022.

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”).

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

The Convertible Note is non-interest bearing and due on the earlier of:

The Convertible Note

is non-interest bearing and due on the earlier of:

(i) 12 months from the date thereof or (ii) the date on which we consummate a business combination.

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The warrants would be identical to the Private Placement Warrants.

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

We have incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans.

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.

As of September 30, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $491,000.

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year for the issuance date of the financial statements.

Although no formal agreement exists, the sponsor is committed to extend loans as needed.

Accordingly, we may not be able to obtain additional financing.

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.

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

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.

We have until February 2023 to consummate a business combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

We have until February 2023, or the end of any extension to the Combination Period, to consummate a business combination.

If a business combination is not consummated by this date, and our shareholders do not approve an extension of such date, there will be a mandatory liquidation and subsequent dissolution.

Commitments and Contingencies

Registration Rights

The holders of the founder shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the Initial Public offering requiring the Company to register such securities for resale.

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date of the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

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.

As part of the termination of the Business Combination the Restated Registration Right Agreement was automatically terminated.

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 shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement.

As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.

Underwriting Agreement

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.

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.

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 we complete an initial business combination, subject to the terms of the underwriting agreement.

As disclosed under “Note 10.

Subsequent Events” of the accompanying unaudited consolidated condensed financial statements, in December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

Advisory Service Agreements

We have 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 us and are payable out of funds allocated as the deferred underwriters’ discount.

We may enlist various entities as capital market advisors to assist in the identification and consummation of an initial business combination.

Fees for such services will be payable only upon consummation of an initial business combination by us.

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.

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.

As of September 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

We have incurred business combination related legal fees.

As of June 30, 2022 total fees incurred amounted to $6,248,298 million.

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.

We continue to incur business combination related legal fees and the ultimate amount of such payments will be quantified at or near the time of closing.

We incurred legal fees in connection with the proposed Brivo Business Combination.

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

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

As disclosed under “Note 10.

Subsequent Events” of the accompanying unaudited consolidated condensed financial statements, 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.

In order to make such cash payments, we utilized a combination of (i) amounts received under a confidential settlement arrangement we entered into relating to the termination of the Brivo Business Combination and (ii) additional working capital loans from Richard Chera.

Convertible Note

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Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S.

The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited consolidated condensed financial statements, which have been prepared in accordance with U.S.

The preparation of these unaudited consolidated condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

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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 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.

Accordingly, as of September 30, 2022, 27,600,000 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

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Earnings and losses are shared pro rata between the two classes of shares.

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.

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 September 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.

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There was no material impact on our financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated condensed financial statements.

Off-Balance Sheet Arrangements

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.

As of September 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.

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We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As a result, the unaudited consolidated condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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 2. Management’s Discussion and Analysis