Item 1A. Risk Factors
Item 1A. Risk Factors
Other than the risk factors below, there have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 12, 2022, and the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 2022, filed with the SEC on August 23, 2022.
On August 10, 2022, the Business Combination Agreement was terminated, and if Crown is not able to complete another business combination by February 11, 2023, as such date may be extended pursuant to the existing governing documents, Crown would cease all operations except for the purpose of winding up and Crown would redeem Crown Class A ordinary shares and liquidate the Trust Account, in which case the public shareholders may only receive their pro rata share of the funds in the Trust Account and Crown warrants will expire worthless.
On August 10, 2022, the Business Combination Agreement was terminated and Crown may not be able to timely complete another business combination with a new target. Crown may not be able to complete another business combination due to, among other reasons, (i) the relatively short period of time left until February 11, 2023, as such date may be extended pursuant to Crown's existing governing documents, which may not be enough time to find, agree upon and approve a new business combination, (ii) the changes in the U.S. and global capital markets conditions, (iii) the rapid changes in the U.S. and global economy, including the increasing of inflation rates and interest rates, and (iv) the capital and resources Crown spent in order to pursue the Brivo Business Combination. If Crown is not able to complete a business combination by February 11, 2023, as such date may be extended pursuant to Crown’s existing governing documents, Crown 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 (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining Crown shareholders and the Board, liquidate and dissolve, subject in each case to Crown's obligations under Cayman Islands
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law to provide for claims of creditors and the requirements of other applicable law. In such case, the public shareholders may only receive their pro rata share of the funds in the Trust Account and Crown warrants will expire worthless.
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