UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31, 2021~~September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

CROWN PROPTECH ACQUISITIONS

(Exact name of registrant as specified in its charter)


Cayman Islands	~~333-252307~~001-40017	N/A
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)


~~667 Madison Avenue, 12~~28 West 25^th Street, 6^th Floor
New York, NY		~~10065~~10010
(Address of principal executive offices)		(Zip Code)

+1 (212) 563-6400

(Registrant’s telephone number, including area code)

~~Not Applicable~~667 Madison Avenue, 12^th Floor

New York, NY 10065

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	CPTK	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	CPTK WS	New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	CPTK U	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧☒ No ◻☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧☒ No ◻☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

~~Large accelerated~~Non-accelerated filer	◻	~~Accelerated filer~~	◻
~~Non-accelerated filer~~	⌧☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻☐

As of ~~May 11,2021,~~January 10, 2023, 27,600,000 Class A ordinary shares, par value $0.0001, and 6,900,000 Class B ordinary shares, par value $0.0001, were issued and outstanding.

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~~Table of Contents~~

CROWN PROPTECH ACQUISITIONS

Quarterly Report on Form 10-Q

Table of Contents


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Consolidated Condensed Balance Sheets as of ~~March 31, 2021~~September 30, 2022 (unaudited) and December 31, ~~2020~~2021	1

	Unaudited Consolidated Condensed ~~Statement~~Statements of Operations for the three and nine months ended ~~March 31,~~September 30, 2022 and September 30, 2021	2

	Unaudited Consolidated Condensed ~~Statement~~Statements of Changes in Shareholders’ ~~Equity~~Deficit for the three and nine months ended ~~March 31,~~September 30, 2022 and September 30, 2021	3

	Unaudited Consolidated Condensed ~~Statement~~Statements of Cash Flows for the ~~three~~nine months ended ~~March 31,~~September 30, 2022 and September 30, 2021	4

	Notes to Unaudited Consolidated Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2226

Item 4.	Controls and Procedures	2226

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2228

Item 1A.	Risk Factors	2228

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	2429

Item 3.	Defaults Upon Senior Securities	2429

Item 4.	Mine Safety Disclosures	2429

Item 5.	Other Information	2429

Item 6.	Exhibits	2529

SIGNATURES		2630

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED BALANCE SHEETS


	March 31,				September 30,
	2021		December 31,		2022		December 31,
	(Unaudited)		2020		(Unaudited)		2021
Assets
Current assets:
Cash	$	775,736	$	72,550	$	616	$	14,807
Prepaid expenses		611,078		—		131,637		75,898
Deferred offering costs associated with IPO		—		201,556
Total current assets		1,386,814		274,106		132,253		90,705
Cash held in Trust account		276,000,000		—
Investments held in Trust account						277,675,932		276,013,345
Total assets	$	277,386,814	$	274,106	$	277,808,185	$	276,104,050

Liabilities and Shareholders’ Equity
Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	—	$	180,000	$	7,352,673	$	3,572,844
Due to related party		24,107		—		294,107		159,107
Sponsor loans		—		75,000
Convertible note						491,000		450,000
Total current liabilities		24,107		255,000		8,137,780		4,181,951
Warrant Liabilities		10,660,000		—
Warrant liabilities						356,755		8,101,600
Deferred underwriters’ discount		9,660,000		—		9,660,000		9,660,000
Total liabilities		20,344,107		255,000		18,154,535		21,943,551

Commitments
Class A ordinary shares subject to possible redemption, 25,204,270 shares at redemption value		252,042,700		—
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value						277,675,932		276,013,345

Shareholders’ equity:
Shareholders’ deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,395,730 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		240		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 27,600,000 shares subject to possible redemption						—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding		690		690		690		690
Additional paid-in capital		—		24,310		97,000		—
Retained earnings		4,999,077		(5,894)
Total shareholders’ equity		5,000,007		19,106
Total liabilities and shareholders’ equity	$	277,386,814	$	274,106
Accumulated deficit						(18,119,972)		(21,853,536)
Total shareholders’ deficit						(18,022,282)		(21,852,846)
Total liabilities, redeemable shares and shareholders’ deficit					$	277,808,185	$	276,104,050

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

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CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

~~(Unaudited)~~(UNAUDITED)

Formation and operating costs

$
126,309
Loss from operations

(126,309)

Other Income (Loss)

Change in fair value of warrant liabilities

10,517,866
Offering expenses related to warrant issuance

(780,268)
Total other income (loss)

9,737,598

Net income

$
9,611,289

Weighted average shares outstanding - Class A ordinary shares.

15,026,667
Basic and diluted net income per ordinary share – Class A ordinary shares

$
0.00
Weighted average shares outstanding - Class B ordinary shares.

6,900,000
Basic and diluted net income per ordinary share – Class B ordinary shares

$
1.39


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Formation loss and operating costs	$	485,715	$	513,738	$	4,011,281	$	1,121,283
Loss from operations		(485,715)		(513,738)		(4,011,281)		(1,121,283)

Other income (expense):
Trust dividend income		1,248,046		4,240		1,662,587		8,112
Change in fair value of warrant liabilities		1,064,578		4,406,133		7,744,845		13,929,066
Offering expenses related to warrant issuance		—		—		—		(780,268)
Total other income, net		2,312,624		4,410,373		9,407,432		13,156,910

Net income	$	1,826,909	$	3,896,635	$	5,396,151	$	12,035,627

Weighted average redeemable shares outstanding		27,600,000		27,600,000		27,600,000		23,454,945

Basic and diluted net income per redeemable share	$	0.05	$	0.11	$	0.16	$	0.40

Weighted average non-redeemable shares outstanding		6,900,000		6,900,000		6,900,000		6,900,000

Basic and diluted net income per common share	$	0.05	$	0.11	$	0.16	$	0.40

~~See~~The accompanying notes ~~to the~~are an integral part of these unaudited consolidated condensed financial statements.

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CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ ~~EQUITY~~DEFICIT

FOR THE THREE AND NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

~~(Unaudited)~~(UNAUDITED)


	Ordinary Shares			Additional				Total
	Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	6,900,000	$	690	$	—	$	(21,853,536)	$	(21,852,846)
Remeasurement of ordinary shares subject to redemption value	—		—		—		(22,526)		(22,526)
Net income	—		—		—		3,356,489		3,356,489
Balance as of March 31, 2022	6,900,000	$	690	$	—	$	(18,519,573)	$	(18,518,883)
Remeasurement of ordinary shares subject to redemption value	—		—		—		(392,015)		(392,015)
Net income	—		—		—		212,753		212,753
Balance as of June 30, 2022	6,900,000	$	690	$	—	$	(18,698,835)	$	(18,698,145)
Remeasurement of ordinary shares subject to redemption value	—		—		—		(1,248,046)		(1,248,046)
Capital contribution from Sponsor	—		—		97,000		—		97,000
Net income	—		—		—		1,826,909		1,826,909
Balance as of September 30, 2022	6,900,000	$	690	$	97,000	$	(18,119,972)	$	(18,022,282)

Ordinary Shares

Additional

Total

Class A

Class B

Paid-In

Retained

Shareholders’


Shares

Amount

Shares

Amount

Capital

Earnings

Equity
Balance as of December 31, 2020

—

$
—

6,900,000

$
690

$
24,310

$
(5,894)

$
19,106
Sale of Units in Initial Public Offering

27,600,000

2,760

—

—

275,997,240

0

276,000,000
Underwriters’ discount

—

—

—

—

(5,520,000)

0

(5,520,000)
Sale of private placement

—

—

—

—

7,520,000

0

7,520,000
Fair value of warrants

—

—

—

—

(21,177,866)

0

(21,177,866)
Deferred underwriting discount

—

—

—

—

(9,660,000)

0

(9,660,000)
Other offering cost charged to Stockholders’ equity

—

—

—

—

(530,090)

0

(530,090)
Reclassification of offering cost related to warrant issuance

—

—

—

—

780,268

0

780,268
Class A ordinary shares subject to possible redemption

(25,204,270)

(2,520)

—

—

(247,433,862)

(4,606,318)

(252,042,700)
Net income

—

—

—

—

0

9,611,289

9,611,289
Balance as of March 31, 2021

2,395,730

$
240

6,900,000

$
690

$
0

$
4,999,077

$
5,000,007


	Ordinary Shares			Additional				Total
	Class B			Paid-in		Accumulated		Shareholders’
	Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance as of December 31, 2020	6,900,000	$	690	$	24,310	$	(5,894)	$	19,106
Excess fair value of Private Placement Warrants	—		—		50,134		—		50,134
Remeasurement of ordinary shares subject to redemption value	—		—		(74,444)		(28,563,378)		(28,637,822)
Net income	—		—		—		9,611,289		9,611,289
Balance as of March 31, 2021	6,900,000	$	690	$	—	$	(18,957,983)	$	(18,957,293)
Net loss	—		—		—		(1,472,297)		(1,472,297)
Balance as of June 30, 2021	6,900,000	$	690	$	—	$	(20,430,280)	$	(20,429,590)
Net income	—		—		—		3,896,635		3,896,635
Balance as of September 30, 2021	6,900,000	$	690	$	—	$	(16,533,645)	$	(16,532,955)

~~See~~The accompanying notes ~~to the~~are an integral part of these unaudited consolidated condensed financial statements.

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CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~NINE MONTHS ENDED ~~MARCH 31,~~SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

~~(Unaudited)~~(UNAUDITED)

Cash Flows from Operating Activities:



Net income

$
9,611,289
Adjustments to reconcile net income to net cash used in operating activities:

Change in fair value of warrant liabilities

(10,517,866)
Offering costs allocated to warrants

780,268
Changes in current assets and current liabilities:

Prepaid assets

(611,078)
Due to related party

24,107
Accounts payable

(180,000)
Net cash used in operating activities

(893,280)

Cash Flows from Investing Activities:

Investment of cash into trust account

(276,000,000)
Net cash used in investing activities

(276,000,000)


Cash Flows from Financing Activities:


Proceeds from Initial Public Offering, net of underwriters’ discount

270,480,000
Proceeds from issuance of Private Placement Warrants

7,520,000
Repayment of promissory note to related party

(75,000)
Payments of offering costs

(328,534)
Net cash provided by financing activities

277,596,466


Net Change in Cash

703,186
Cash - Beginning of period

72,550
Cash - Ending of period

$
775,736

Supplemental Disclosure of Non-cash Financing Activities:

Initial value of Class A ordinary shares subject to possible redemption

$
241,645,310
Initial value of warrant liabilities

$
21,177,866
Change in value of Class A ordinary shares subject to possible redemption

$
10,397,390
Deferred underwriters’ discount payable charged to additional paid-in capital

$
9,660,000


	For the nine		For the nine
	months ended		months ended
	September 30, 2022		September 30, 2021
Cash Flows from Operating Activities:
Net income	$	5,396,151	$	12,035,627
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(7,744,845)		(13,929,066)
Trust dividend income		(1,662,587)		(8,112)
Offering costs allocated to warrants		—		780,268
Changes in current assets and current liabilities:
Prepaid expenses		(55,739)		(254,940)
Due to related party		135,000		114,107
Accounts payable and accrued expenses		3,779,829		(129,181)
Net cash used in operating activities		(152,191)		(1,391,297)

Cash Flows from Investing Activities:
Investment of cash into trust account		—		(276,000,000)
Net cash used in investing activities		—		(276,000,000)

Cash Flows from Financing Activities:
Proceeds from Initial Public Offering, net of underwriters’ discount		—		270,480,000
Proceeds from convertible note to related party		41,000		—
Proceeds from issuance of Private Placement Warrants		—		7,520,000
Repayment of convertible note to related party		—		(75,000)
Capital contribution from Sponsor		97,000		—
Payments of offering costs		—		(328,534)
Net cash provided by financing activities		138,000		277,596,466

Net Change in Cash		(14,191)		205,169
Cash - Beginning of period		14,807		72,550
Cash - Ending of period	$	616	$	277,719

Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$	—	$	276,000,000
Remeasurement of Class A ordinary shares subject to possible redemption	$	1,662,587	$	—
Initial value of warrant liabilities	$	—	$	21,177,866
Deferred underwriters’ discount payable charged to additional paid-in capital	$	—	$	9,660,000

~~See~~The accompanying notes ~~to the~~are an integral part of these unaudited consolidated condensed financial statements.

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CROWN PROPTECH ACQUISITIONS

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

Note 1 — Organization and Business Operations

Organization and General

Crown Proptech Acquisitions (the “Company” or “Crown”) was incorporated in the Cayman Islands on September 24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with 1one or more businesses (a ~~“Business Combination”~~“business combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a ~~Business Combination.~~business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The Company has selected December 31 as its fiscal year end.

As of ~~March 31, 2021,~~September 30, 2022, the Company had not yet commenced any operations. All activity through ~~March 31, 2021,~~September 30, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO”) described ~~below.~~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”).

Financing

The registration statement for the Company’s IPO was declared effective on February 9, 2021 (the “Effective Date”). On February 11, 2021, the Company consummated the IPO of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $276,000,000, which is discussed in Note 4.3.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5.

Transaction costs amounted to $15,710,090 consisting of $5,520,000 of underwriting fee, $9,660,000 of deferred underwriting fee and $530,090 of other offering costs. Of the total transaction costs $780,268 was charged to expense as non-operating expense in the statement of operations with the rest of the offering costs charged to stockholders’ 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 public warrant liabilities and the Class A ordinary shares.4.

Trust Account

Following the closing of the IPO on February 11, 2021, an amount of $276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the trust account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private placement units will not be released from the trust account until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly submitted in connection with a ~~stockholder~~shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial business combination within 24 months from the closing of the IPO, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public ~~stockholders.~~shareholders.

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Termination of the Proposed Brivo Transaction

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”). 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).

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 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.

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.

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 remaining Subscription Agreements were automatically terminated.

Initial Business Combination

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a business combination.

~~F-5~~

~~Table of Contents~~

~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

The Company’s business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a business combination. However, the Company will only complete a business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a business combination.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be made by the Company, solely in its discretion. 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 isare 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

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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,~~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~~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~~Founder Shares and private placement shares if the Company fails to complete the initial business combination within the Combination Period.

The Company’s sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked its sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its sponsor would be able to satisfy those obligations.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Liquidity, Capital Resources and Going Concern

As of ~~March 31, 2021,~~September 30, 2022, the Company had cash outside the Trust Account of ~~$775,736~~$616 available for working capital ~~needs.~~needs and working capital deficit of $8,005,527. All remaining cash held in the Trust Account ~~are~~is generally unavailable for the Company’s use, prior to an initial business combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares. As of ~~March 31, 2021,~~September 30, 2022, none of the amount in the Trust Account was available to be withdrawn as described above.

Through ~~March 31, 2021,~~September 30, 2022, the Company’s liquidity needs were satisfied through receipt of $25,000 from the sale of the ~~founder shares and~~Founder Shares, the remaining net proceeds from the IPO, ~~and~~ the sale of Private Placement ~~Units.~~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 ~~anticipates that~~has incurred and expects to continue to incur significant costs in pursuit of it financing and acquisition plans. The Company lacks the ~~$775,736 outside~~financial resources it needs to sustain operations for a reasonable period of ~~the Trust Account as of March 31, 2021, will~~time, which is considered to be ~~sufficient to allow the Company to operate for at least the next 12 months~~one year from the issuance date of the financial ~~statements, assuming that a Business Combination~~statements. Although no formal agreement exists, the sponsor is not consummated during that time. Until consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined incommitted to extend loans as needed (see Note 6) from the initial stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 6), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so,5). Accordingly, the Company may ~~have insufficient funds available~~not be able to ~~operate its business prior to the business combination. Moreover, the Company will need to raise~~obtain additional ~~capital through loans from its Sponsor, officers, directors, or third parties. None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest in, the Company.~~financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not ~~necessarily be~~ limited to, curtailing operations, suspending the pursuit of ~~its business plan,~~a potential merger target, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to itin on commercially acceptable terms, if at ~~all.~~all, or that its plans to consummate an initial Business Combination will be successful.

~~Risks and~~In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties

On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”). In March 2020, the WHO classified the COVID-19 outbreak about an Entity’s Ability to Continue as a ~~pandemic, based on~~Going Concern,” management has determined that the rapid increase in exposure globally. The full impact of the COVID-19 outbreak continues to evolve. The impact of the COVID-19 outbreak on the Company’s financial position will depend on future developments, including the duration and spread of the outbreak and related advisories and restrictions. These developmentsabove liquidity issues and the ~~impact of~~mandatory liquidation and subsequent dissolution, should the ~~COVID-19 outbreak on the financial markets and the overall economy are highly uncertain and cannot~~Company be ~~predicted. If the financial markets and/or the overall economy are impacted for an extended period, the Company’s financial position may be materially adversely affected. Additionally,~~unable to complete a Business Combination, raises substantial doubt about the Company’s ability to ~~complete an initial business combination may be materially adversely affected due~~continue as a going concern. The Company has until February 2023 to significant governmental measures being implemented to contain the COVID-19 outbreak or treat its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limitconsummate a Business Combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the condensed financial statements are issued. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have ~~meetings with potential investors~~been made to the carrying amounts of assets or ~~affect~~liabilities should the ~~ability of a potential target company’s personnel, vendors and service providers~~Company be required to negotiate and consummate an initial business combination in a timely manner. The Company’s ability to consummate an initial business combination may also be dependent on the ability to raise additional equity and debt financing, which may be impacted by the COVID-19 outbreak and the resulting market downturn.

liquidate after February 2023.

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~~CROWN PROPTECH ACQUISITIONS~~Risks and Uncertainties

~~NOTES TO FINANCIAL STATEMENTS~~

~~Note 2 — Restatement of Previously Furnished Financial Statements~~

~~On April 12, 2021,~~In February 2022, the ~~Staff of the SEC issued~~Russian Federation and Belarus commenced a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connectionmilitary action with the ~~initial public offerings~~country of ~~special purpose acquisition companies such as the Company.~~Ukraine. As a result of this action, various nations, including the ~~Staff statement~~United States, have instituted economic sanctions against the Russian Federation and ~~in light~~Belarus. As of ~~evolving views as~~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 ~~certain provisions commonly included in warrants issued by special purpose acquisition companies,~~evaluate the ~~Company re-evaluated~~impact of the ~~accounting for Public~~COVID-19 pandemic and ~~Private Placement Warrants, collectively (“Warrants”) under ASC 815-40,~~ ~~Derivatives and Hedging—Contracts in Entity’s Own Equity~~~~, and~~has concluded that ~~they do not meet~~while it is reasonably possible that the ~~criteria to be classified in stockholders’ equity. Since the Warrants meet the definition of~~virus could have a ~~derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities~~negative effect on the ~~balance sheet at fair value, with subsequent changes in their respective fair values recognized in~~Company’s financial position, results of its operations and search for a target company, the ~~statement of operations at each reporting date.~~

~~After consultation with the Company's independent registered public accounting firm, the Company's management and the audit committee of the Company's Board of Directors concluded that it~~specific impact is appropriate to restate the Company's previously issued audited balance sheet as of February 11, 2021, as previously reported in its Form 8-K (the “Restatement”). The restated classification and reported values of the Warrants as accounted for under ASC 815-40 are included in the financial statements herein.

~~The following summarizes the effect of the Restatement on each financial statement line item~~not readily determinable as of the date of the unaudited consolidated condensed financial statements. The unaudited consolidated condensed financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s ~~consummation~~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. The Company’s business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact its ~~IPO.~~

As of February 11, 2021

As Previously Reported

Adjustment

As Restated
Balance Sheet







Warrant Liabilities

$
—

$
21,177,866

$
21,177,866
Accrued offering cost and expenses

1,140,402

3

1,140,405
Total Liabilities

10,800,402

21,177,869

31,978,271
Shares Subject to Redemption

262,823,180

(21,177,870)

241,645,310
Class A Ordinary shares

132

212

344
Class B Ordinary shares

690

—

690
Additional Paid in Capital

5,010,911

780,057

5,790,968
(Accumulated Deficit)

(11,732)

(780,268)

(792,000)
Total Stockholders' Equity

$
5,000,001

$
1

$
5,000,002

business and the Company’s ability to complete an initial business combination.

Note 32 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated condensed financial statements ~~have been prepared~~are presented in ~~accordance~~U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for ~~interim~~ financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the ~~SEC for interim financial reporting.~~SEC. Accordingly, they do not include all of the information and footnotes ~~necessary for a complete presentation of financial position, results of operations, or cash flows.~~required by GAAP. In the opinion of management, the ~~accompanying~~ unaudited consolidated condensed financial statements ~~include~~reflect all adjustments, ~~consisting of a~~which include only normal recurring ~~nature, which are~~adjustments necessary for athe fair ~~presentation~~statement of the ~~financial position, operating~~balances and results ~~and cash flows~~ for the periods presented. 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”); both of which were formed for the purposes of facilitating a proposed business agreement. All intercompany transactions have been eliminated upon consolidation.

The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the ~~Company’s prospectus for its Initial Public Offering as~~audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 5, 2021, as well as the Company’s Current Reports on Form 8-K. The interim results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods.April 12, 2022.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

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

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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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

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.

Cash and Cash Equivalents

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 not have any cash equivalents as of September 30, 2022 and December 31, 2021.

~~Marketable Securities~~Investments Held in Trust Account

At ~~March~~September 30, 2022 and December 31, 2021, the Trust Account had ~~$276,000,000~~$277,675,932 and $276,013,345 held in marketable ~~securities.~~securities, respectively. During ~~period January 1, 2021 to March 31,~~the three and nine months ended September 30, 2022 and 2021, the Company did not withdraw any of interest income from the Trust Account to pay its tax obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of ~~$250,000. At March~~$250,000.At September 30, 2022 and December 31, 2021, the Company has not experienced losses on this account.

~~Table of Contents~~

~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as ~~stockholders’~~shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March~~September 30, 2022 and December 31, 2021, ~~25,204,270~~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.

~~Net Loss per Ordinary Shares~~9

~~Net income per ordinary shares is computed by dividing net income by the weighted average number~~Table of ~~ordinary shares outstanding for~~Contents

As of December 31, 2021 and September 30, 2022, the ~~period. The Company applies the two-class method in calculating earnings per share. Shares of Class A~~ ordinary shares subject to possible redemption ~~at March 31, 2021, which~~reflected on the consolidated condensed balance sheet are ~~not currently redeemable and are not redeemable at fair value, have been excluded from~~reconciled in the ~~calculation of basic net income~~following table:


Gross proceeds from IPO	$	276,000,000
Less:
Proceeds allocated to Public Warrants, net of offering costs		(13,708,000)
Ordinary share issuance costs		(15,663,595)
Plus:
Remeasurement of carrying value to redemption value		29,384,940
Ordinary shares subject to possible redemption, December 31, 2021		276,013,345
Plus:
Remeasurement of carrying value to redemption value		1,662,587
Ordinary shares subject to possible redemption, September 30, 2022	$	277,675,932

Net Income per ~~ordinary shares since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings.~~ Ordinary Shares

The Company has ~~not considered~~two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the ~~effect~~two classes of ~~warrants sold in the Initial Public Offering~~shares. Private and ~~the private placement~~public warrants to purchase ~~an aggregate~~ 14,213,333 Class A ordinary shares inat $11.50 per share were issued on February 11, 2021. No warrants were exercised during the three and nine months ended September 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 ~~into ordinary shares is~~are contingent upon the occurrence of future events. As a result, diluted net income per ~~ordinary~~common share is the same as basic net income per ~~ordinary~~common share for the ~~period presented.~~periods.


	For the three months ended September 30,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income including remeasurement of temporary equity	$	1,461,527	$	365,382	$	3,117,308	$	779,327

Denominator
Weighted-average shares outstanding		27,600,000		6,900,000		27,600,000		6,900,000
Basic and diluted net income per share	$	0.05	$	0.05	$	0.11	$	0.11


	For the nine months ended September 30,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income including remeasurement of temporary equity	$	4,316,921	$	1,079,230	$	9,267,433	$	2,768,194

Denominator
Weighted-average shares outstanding		27,600,000		6,900,000		23,454,945		6,900,000
Basic and diluted net income per share	$	0.16	$	0.16	$	0.40	$	0.40

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the ~~Public Offering and that were charged to stockholders’ equity~~public offering upon the completion of the IPO. ~~Accordingly, on March 31, 2021, offering~~Transaction costs ~~totaling $15,710,090 have been charged~~amounted to ~~stockholders’ equity (consisting~~$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 (as defined below) shares and $530,090 of other offering ~~costs).~~costs. Of the total transaction ~~cost $780,268 were~~costs $819,794 was charged to ~~expense as a~~ non-operating expense in the statement of operations with the rest of the offering ~~cost~~costs charged to ~~stockholders’~~temporary equity. The transaction costs were allocated based

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on the relative fair value basis, compared to the total offering proceeds, between the fair value of the ~~public~~ warrant liabilities and the Class A ordinary shares.

Anchor Investors

The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors. The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of 690,000 Founder Shares to the Anchor Investors the valuation of these shares were recognized as a deferred offering cost and charged to temporary equity and other expenses. At February 11, 2021, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $795,825.

Share based Compensation

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 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. 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. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates. The valuation for the 250,000 shares in excess of the amount paid was not material.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.

Derivative ~~warrant liabilities~~Warrant Liabilities

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. 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.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its ~~Initial Public Offering~~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.

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 $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 September 30, 2022 and December 31, 2021 the 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 Loan Option was $0.

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Income Taxes

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 consolidated condensed financial ~~statement~~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 consolidated condensed financial ~~statement~~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. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, ~~2020,~~2021, there were 0no unrecognized tax benefits and 0no 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Standards

During August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. The Company adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. 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 consolidated condensed financial statements.

Note 43 — Initial Public Offering

Pursuant to the ~~Initial Public Offering,~~IPO, the Company sold 27,600,000 Units, (at a price of $10.00 per Unit. Each Unit consists of ~~1 share of~~one Class A Ordinary ~~shares,~~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 ~~1 share of~~one Class A Ordinary ~~shares~~share at a price of $11.50 per share.

Note 54 — Private Placement Warrants

Simultaneously with the closing of the IPO, the ~~Sponsor~~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~~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 ~~this offering~~the IPO to be held in the Trust Account.

1112

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Note 65 — Related Party Transactions

Founder Shares

On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to the ~~Sponsor~~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~~share for each ~~share of~~ Class B ordinary ~~shares,~~share, resulting in 6,900,000 ~~shares of~~ Class B ordinary shares being issued and ~~outstanding.~~outstanding.

On February 11, 2021, the sponsor transferred 690,000 Founder Shares to the Anchor Investors for $2,500. In February 2021, the Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors. After transferring shares to the Anchor Investors, directors and advisors, the sponsor owns 5,960,000 Founder Shares.

The ~~Sponsor~~sponsor and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a ~~Business Combination~~business combination or (ii) the date following the completion of a ~~Business Combination~~business combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a ~~Business Combination,~~business combination, the Founder Shares will be released from the lockup.

Promissory Note — Related Party

On October 13, 2020, the Company issued ~~the Promissory Note~~a promissory note (the “Promissory Note”) to the ~~Sponsor,~~sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) December 31, 2021 or (ii) the completion of the IPO. ~~As of March 31,~~On February 11, 2021, the Company had repaid the ~~Sponsor note~~Promissory Note in full. No future borrowings are permitted under this Promissory Note.

Administrative Support Agreement

Commencing on the date of the IPO, the Company has agreed to pay the ~~Sponsor~~sponsor a total of $15,000 per month for office space and administrative support services. Upon completion of the ~~Initial Business Combination~~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

~~In addition,~~ In order to finance transaction costs in connection with a ~~Business Combination,~~business combination, the initial ~~stockholders~~shareholders or an affiliate of the initial ~~stockholders~~shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a ~~Business Combination,~~business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. 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~~business combination is not ~~close,~~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. ~~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.~~ The Working Capital Loans would either be repaid upon consummation of a ~~Business Combination,~~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~~post-business combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. ~~As of March 31,~~

On November 30, 2021, the Company ~~had 0t outstanding borrowings under~~entered into a convertible note with Richard Chera, its Chief Executive Officer and director, pursuant to which Mr. Chera agreed to loan the ~~Working Capital Loans.~~

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

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~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. Chera. The warrants would be identical to the Private Placement Warrants. 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 76 — Commitments & 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) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on 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. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a ~~Business Combination.~~business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

On February 11, 2021, the Company 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,~~business combination, subject to the terms of the underwriting agreement. 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

The Company has enlisted various entities as capital market advisors to assist in the identification and consummation of an initial business combination. Fees for such services are payable only upon consummation of an initial business combination by the Company and are payable out of funds allocated as the deferred underwriters’ discount.

Attorney Fees

The Company 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

As of the date of this Form 10-Q, and in connection with the Business Combination with Brivo, Crown has received two demand letters by purported stockholders of Crown. On January 4, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that the Crown board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. On January 14, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that Crown filed a registration statement that omits material information with respect to the Business Combination. The demand letter seeks, among other things, that Crown provide additional disclosures related to the Business Combination. On June 27, 2022, Crown received a demand letter by a purported stockholder of Crown. The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding the Brivo Business Combination. The demand letter seeks, among other things, that Crown provide additional

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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.

Accordingly, the Company can provide no assurance that the outcome of the various legal proceedings that the Company is currently involved in, or will become involved with in the future, will not, individually or in the aggregate, have a material adverse effect on the Company’s balance sheet, statement of operations or cash flows.

Note 87 — ~~Stockholders’ Equity~~Shareholders’ Deficit

Preference Shares — — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At ~~March~~September 30, 2022 and December 31, 2021, there were 0no preference shares ~~of preferred stock~~ issued or ~~outstanding~~.outstanding.

Class A Ordinary Shares — — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $0.0001 each. At ~~March~~September 30, 2022 and December 31, 2021, there were ~~2,395,730~~no shares issued and outstanding (excluding ~~25,204,270~~27,600,000 shares subject to possible redemption).

Class B Ordinary Shares — — The Company is authorized to issue a total of 20,000,000 ~~shares of~~ Class B ordinary shares at par value of $0.0001 each. At ~~March~~September 30, 2022 and December 31, 2021, there were 6,900,000 Class B ordinary shares issued or ~~outstanding~~.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; provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial ~~Business Combination.~~business combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a ~~Business Combination~~business combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a ~~Business Combination,~~business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a ~~Business Combination,~~business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a ~~Business Combination~~business combination and any ~~private placement warrants~~Private Placement Warrants issued to the ~~Sponsor,~~sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Note 98 — Warrants

Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a ~~Business Combination~~business combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a ~~Business Combination~~business combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

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The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s ~~Business Combination,~~business combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60^th60th business day after the closing of a ~~Business Combination,~~business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption;

●

to each warrant holder; and

●

if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a ~~Business Combination~~business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

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~~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~~sponsor or its affiliates, without taking into account any Founder Shares held by the ~~Sponsor~~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,~~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~~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.

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The Private Placement Warrants ~~will be~~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,~~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.

Note 109 — Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

●

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

●

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

●

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Recurring Fair Value Measurements

The Company’s permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Upon inception, the Company’s warrants were based on valuation models utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Warrant liabilities were classified within Level 3 of the fair value hierarchy.

On March 30, 2021 the Company’s Public Warrants began trading on the New Yock Stock Exchange. Consequently, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

The Company’s management believes the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants are based on the valuation of the Public Warrants. The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

The Company’s Working Capital Loan option was based on a valuation model utilizing inputs from observable and unobservable markets with less volume and transaction frequency than active markets. The inputs used to determine the fair value of the Working Capital Loan option liability were classified within Level 3 of the fair value hierarchy.

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

The following table presents fair value information ~~about~~of the Company’s financial assets and liabilities that ~~are measured~~were accounted for at fair value on a recurring basis ~~at March 31, 2021~~ and indicates the fair value hierarchy of the valuation ~~inputs~~techniques the Company utilized to determine such fair ~~value:~~value.


			Quoted		Significant		Significant
			Prices		Other		Other
			In Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
September 30, 2022									Level 1		Level 2		Level 3
Description
Assets:
Mutual Funds held in Trust Account	$	276,000,000	$	276,000,000	$	—	$	—
Investments held in Trust Account									$	277,675,932	$	—	$	—
Liabilities:
Warrant liabilities		10,660,000		—		—		10,660,000
	$	286,660,000	$	276,000,000	$	—	$	10,660,000
Working Capital Loan Option									$	—	$	—	$	—
Public Warrants										(230,920)		—		—
Private Warrants										—		(125,835)		—
Fair Value of warrants and Working Capital Loan Option									$	(230,920)	$	(125,835)	$	—


December 31, 2021	Level 1		Level 2		Level 3
Description
Assets:
Investments held in Trust Account	$	276,013,345	$	—	$	—
Liabilities:
Public Warrants	$	(5,244,000)	$	—	$	—
Private Warrants		—		(2,857,600)		—
Fair Value of warrants and Working Capital Loan Option	$	(5,244,000)	$	(2,857,600)	$	—

The Company ~~utilizes~~utilized a binomial lattice ~~model~~analysis to value the ~~warrants~~Working Capital Loan option at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricingDecember 31, 2021 and an internal model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at ~~zero.~~

~~The aforementioned warrant liabilities are not subject to qualified hedge accounting.~~

~~There were no transfers between Levels 1, 2 or 3 during the quarter ended March 31, 2021.~~September 30, 2022.

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


	At
	February 11,
	2021
	(Initial			At March 31,
	Measurement)			2021
Stock price	$	10.34		$	9.94
Strike price	$	11.50		$	11.50
Term (in years)		6.00			5.86
Volatility		21.0	%		12.5	%
Risk-free rate		0.64	%		1.10	%
Dividend yield		0.0	%		0.0	%
Fair value at December 31, 2020							$	—
Initial value at February 11, 2021								21,177,866
Change in fair value								(10,517,866)
Fair Value at March 31, 2021							$	10,660,000
Reclassification of Private Warrants to Level 2(1)								(4,110,933)
Reclassification of Public Warrants to Level 1(1)								(7,544,000)
Change in fair value								994,933
Fair Value at September 30, 2021							$	—

(1)

~~The following table presents~~Assumes the ~~changes in the fair value of warrant liabilities:~~warrants were reclassified on June 30, 2021

Private

Warrant

Public

Placement

Liabilities
Fair value as of September 24, 2020

$
—

$
—

$
—
Initial measurement on February 11, 2021

13,708,000

7,469,866

21,177,866
Change in valuation inputs or other assumptions

(6,808,000)

(3,709,866)

(10,517,866)
Fair value as of March 31, 2021

$
6,900,000

$
3,760,000

$
10,660,000

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~~CROWN PROPTECH ACQUISITIONS~~

~~NOTES TO FINANCIAL STATEMENTS~~

Note 1110 — Subsequent Events

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 ~~as describe in Note 2,~~noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial ~~statements.~~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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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 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.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

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 ~~(the “Business Combination”~~(a “business combination”). Our ~~Sponsor~~sponsor is Crown PropTech Sponsor, LLC, a ~~Cayman Islands exempted~~Delaware limited liability company (“~~Sponsor”~~sponsor”).

The registration statement for our initial public offering (the ~~“Initial Public Offering’~~“IPO”) became effective on February 8, 2021. On February 11, 2021, we consummated the ~~Initial Public Offering~~IPO 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~~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 ~~$6.1~~$15.8 million, inclusive of approximately ~~$9.6~~$9.7 million in deferred underwriting commissions.

Simultaneously with the closing of the ~~Initial Public Offering,~~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,~~sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the ~~Initial Public Offering~~IPO and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the ~~Initial Public Offering~~IPO and certain of the proceeds of the Private Placement were placed in a ~~trust account~~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~~business combination and (ii) the distribution of the Trust Account as described below.

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If we have not completed a ~~Business Combination~~business combination within 24 months from the closing of the ~~Initial Public Offering,~~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~~business combination within the Combination ~~Period.~~Period , including any extension thereto that may be approved by our shareholders.

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 (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).

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.

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.

On August 10, 2022 we received a notice of election from Brivo, notifying us 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.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for ~~our initial public offering~~the Initial Public Offering and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the trust account. 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.

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For the three months ended September 30, 2022, we had a net income of ~~$9,611,289.~~$1,826,909. We incurred ~~$126,309~~$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 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 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. As a result of the restatement described in Note 2 “Restatement of Previously Issued Financial Statements” to the financial statements included herein, we classify the warrants issued in connection with our initial publicexpenses, incurred offering and private placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period. These liabilities are subject to remeasurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. As part of the reclassificationexpenses related to warrant ~~liability, we reclassed a portion of the offering costs associated with the IPO originally charged to shareholders’ equity, to an expense in the statement of operations in the amount~~issuances of $780,268, ~~based~~generated income on out trust account for $8,112, and had a ~~relative fair value basis. For the three months ended March 31, 2021, the~~ change in fair value of ~~warrants~~warrant liability of $13,929,066.

Liquidity, Capital Resources and Going Concern

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 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 ~~a decrease~~placed in the ~~liability~~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 ~~approximately $10,517,866.~~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.

~~Liquidity~~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 ~~Capital Resources~~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 ~~March~~September 30, 2022 and December 31, 2021, we had cash outside the trust account of ~~$775,736~~$616 and $14,807 available for working capital ~~needs.~~needs and working capital deficits of $8,005,527 and $4,091,246, respectively. All remaining cash held in the trust account ~~are~~is generally unavailable for ~~the Company’s~~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 ~~March~~September 30, 2022 and December 31, 2021, none of the amount in the trust account was available to be withdrawn as described above.

Through ~~March 31, 2021, the Company’s~~September 30, 2022, our liquidity needs were satisfied through receipt of $25,000 from the sale of the ~~founder shares, and~~Founder Shares, the remaining net proceeds from the ~~initial public offering and~~Initial Public Offering, the sale of ~~private placement warrants.~~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”). The ~~Company anticipates that~~Promissory Note is non-interest bearing and payable on the ~~$775,736 outside~~earlier of (i) December 31, 2021 or (ii) the completion of the ~~trust account as of March 31,~~IPO. On February 11, 2021, ~~will be sufficient to allow~~ the Company had repaid the Promissory Note in full. After the Initial Public Offering, no future borrowings are permitted under this Promissory Note.

On November 30, 2021, we entered into a convertible note with Richard Chera, our Chief Executive Officer and Director, pursuant to ~~operate for at least the next 12 months, assuming that a business combination is not consummated during that time. Until consummation~~which Mr. Chera agreed to loan us up to an aggregate principal amount of ~~our business combination, the Company will be using the funds not held in the trust account, and any additional Working Capital Loans (as defined in~~$1,500,000 (the “Convertible Note”). The Convertible Note 5 to our financial statements) from the initial shareholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5 to our financial statements), for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

1922

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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. If we do not consummate a business combination, we 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 we do not consummate a 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. Chera. The ~~Company does not believe it will~~warrants would be identical to the Private Placement Warrants. 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 ~~raise additional funds in order~~sustain operations for a reasonable period of time, which is considered to ~~meet~~be one year for the ~~expenditures required for operating its business. However, if the Company’s estimates~~issuance date of the costs of undertaking in-depth due diligence and negotiating business combination is less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the business combination. Moreover, the Company will need to raise additional capital through loans from its sponsor, officers, directors, or third parties. None offinancial statements. Although no formal agreement exists, the sponsor ~~officers or directors~~is committed to extend loans as needed. Accordingly, we may not be able to obtain additional financing. If we are ~~under any obligation to advance funds to, or to invest in, the Company. If the Company is~~ unable to raise additional capital, itwe may be required to take additional measures to conserve liquidity, which could include, but are not ~~necessarily be~~ limited to, curtailing operations, suspending the pursuit of ~~its business plan,~~a potential merger target, and reducing overhead expenses. ~~The Company~~We cannot provide any assurance that new financing will be available to itus on commercially acceptable terms, if at ~~all.~~all, or that our plans to consummate an initial business combination will be successful.

AsIn 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 ~~result~~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, 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 ~~restatement described in Note 2 “Restatement~~Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of ~~Previously Issued Financial Statements”~~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 ~~financial~~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. In addition, the holders have certain “piggyback” registration rights with respect to registration statements ~~included herein, we classify~~filed subsequent to the ~~warrants issued~~completion of a business combination. The Company will bear the expenses incurred in connection with ~~our~~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 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 we complete an initial ~~public offering and private placement as liabilities at their fair value and adjust the warrant instruments to fair value at each reporting period. These liabilities are~~business combination, subject to ~~remeasurement at each balance sheet date until exercised, and~~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 ~~change in fair value is recognized in our statement of operations.~~additional deferred underwriting discount.

~~Derivative Warrant Liabilities~~Advisory Service Agreements

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.

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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 September 30, 2022, we have not made any payments pursuant to the administrative agreement and do not ~~use derivative instruments~~expect to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed atincur any related expenses in the ~~end of each reporting period.~~near future.

Attorney Fees

We ~~issued an aggregate of 14,213,333 warrants~~incurred legal fees in connection with ~~our initial public offering and private placement, which, as~~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 ~~result~~business combination. As disclosed under “Note 10. Subsequent Events” of the ~~restatement described~~accompanying unaudited consolidated condensed financial statements, in ~~Note 2 “Restatement~~December 2022 and January 2023, the Company settled $7,008,070 due to vendors, including the $6.5 million of ~~Previously Issued Financial Statements”~~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 ~~financial statements included herein, are recognized as derivative liabilities in accordance~~termination of the Brivo Business Combination and (ii) additional working capital loans from Richard Chera.

Convertible Note

On November 30, 2021, we entered into a convertible note with ~~ASC 815-40. Accordingly, we recognize the warrants as liabilities at fair value~~Richard Chera, our Chief Executive Officer and ~~adjust the instruments~~Director, pursuant to ~~fair value at each reporting period. The liabilities are subject~~which Mr. Chera agreed to ~~remeasurement at each balance sheet date until exercised,~~loan us up to an aggregate principal amount of $1,500,000. See “Liquidity and any change in fair value is recognized in the Company’s statement of operations. The fair value of warrants issued in connection with our initial public offering and private placement has been estimated using binomial lattice model at each measurement date.Capital Resources.”

Contractual ~~Obligations~~Obligation

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term ~~liabilities.~~liabilities other than described above.

Critical Accounting Policies

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. GAAP. 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. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There have been no significant changes in our critical accounting policies as discussed in the Form 8-K and the final prospectus filed by us with the SEC on March 25, 2021 and February 18, 2021, respectively.

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~~Correction of an Error in Previously Furnished Financial Statements~~

On April 12, 2021, the Staff of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as us. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for Public Warrants and Private Placement Warrants, collectively (the “Warrants”) under ASC 815-40, ~~Derivatives and Hedging—Contracts in Entity’s Own Equity~~, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Warrants meet the definition of a derivative under ASC 815-40, the Company has restated the financial statements to classify the Warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations at each reporting date. See note 2 to the condensed financial statement (unaudited) included under Part I, Item 1.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~March 31, 2021, 24,164,531 shares 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

~~Net loss per Class A ordinary share is computed by dividing net loss by the weighted average number~~We have two classes of ~~ordinary~~ shares, ~~outstanding for the period. The Company applies the two-class method in calculating earnings per share. Shares of~~which are referred to as Class A ordinary shares ~~subject~~and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,213,333 potential ordinary shares for outstanding warrants to ~~possible redemption at March 31, 2021, which are not currently redeemable and are not redeemable at fair value, have been~~purchase our

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shares were excluded from diluted earnings per share for the ~~calculation of basic net loss per Class A ordinary shares since such shares, if redeemed, only participate in their pro rata share of~~three months ended September 30, 2022 because the ~~Trust Account earnings. The Company has not considered the effect of Warrants sold in the Initial Public Offering~~warrants are contingently exercisable, and the Private Placement to purchase an aggregate 14,213,333 Class A ordinary shares in the calculation of diluted loss per share, since the exercise of the Warrants into Class A ordinary shares is contingent upon the occurrence of future events.contingencies have not yet been met. As a result, diluted net ~~loss~~income per ~~Class A~~ ordinary share is the same as basic net ~~loss~~income per ~~Class A~~ ordinary share for the ~~period~~periods presented.

Anchor Investors

Recent Accounting Pronouncements

~~Our management~~In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. We adopted ASU 2020-06 on January 1, 2022 and the standard was applied on a full retrospective basis. 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 ~~yet~~ effective, accounting standards, if currently adopted, would have a material effect on the ~~accompanying unaudited~~Company’s consolidated condensed financial statements.

Off-Balance Sheet Arrangements

As of ~~March 31, 2021,~~September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

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. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. 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 consolidated condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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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~~chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our ~~Initial Public Offering~~IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of September 30, 2022, we were not subject to any material market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, were invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we do not believe that there will be an associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market risk to which we are ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~exposed.

Item 4. Controls and Procedures

~~Evaluation of Disclosure Controls and Procedures~~

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, ~~and Chief Financial Officer,~~ to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

We determined that we had initially recorded our public and private warrants as equity instruments instead of as liabilities in our balance sheet as of March 26, 2021, which we filed on Form 8-K on April 1, 2021. We

On June 1, 2021, we filed with the SEC Amendment No. 1 on Form 8-K/A to amend and restate our audited balance sheet to reflect the classification of our warrants as a liability, in accordance with the SEC April 12, 2021 statement.

In addition, as part of a subsequent review of our accounting for more complex equity situations, we also changed our accounting methodology for our Class A ordinary shares subject to possible redemption to be in accordance with guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Redeemable equity instruments (including equity instruments that feature redemption rights that are either with the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Accordingly, we have determined that all of our ~~error in accounting for these warrants represented~~outstanding Class A ordinary shares should be presented as temporary equity.

On June 1, 2021, management identified a material weakness in our internal ~~controls.~~control over financial reporting related to the accounting of complex financial instruments due to the errors related to the classification of our warrants and Class A ordinary shares, as described above. To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

On December 9, 2021, we filed with the SEC Amendment No. 2 on Form 8-K/A to amend and restate our audited balance sheet to reflect the changes resulting from our determination that all of our outstanding Class A ordinary shares should be presented as temporary equity.

On December 10, 2021, we filed with the SEC Amendment No. 1 on Form 10-Q/A to amend and restate our previously issued financial statements to reflect the changes resulting from our determination that all of our outstanding Class A ordinary shares should be presented as temporary equity.

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Due to the impact of these errors in the classification of our warrants and Class A ordinary shares subject to possible redemption, we determined that a material weakness exists in our internal control over financial reporting.

As required by Rules 13a-15f and 15d-15 under the Exchange Act, Richard Chera, our Chief Executive Officer and ~~Chief Financial Officer~~principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~February 11, 2021.~~September 30, 2022. Based upon ~~their~~his evaluation, Richard Chera, our Chief Executive Officer and ~~Chief Financial Officer~~principal financial officer, concluded that our disclosure controls and procedures relating to financial instruments (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not ~~effective.~~effective as of September 30, 2022.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the ~~period from January 1, 2021 through March 31, 2021,~~nine months ended September 30, 2022, covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may be subject to legal proceedings and claims that arise in the search for a potential target business.

~~None.~~As of the date of this Form 10-Q, and in connection with the Brivo Business Combination, we have received two demand letters by purported shareholders of Crown. On January 4, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that our board of directors violated certain sections of the Exchange Act by authorizing the filing of a materially incomplete and misleading registration statement with the SEC. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. On January 14, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that we filed a registration statement (the “Registration Statement”) that omits material information with respect to the Brivo Business Combination. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. On June 27, 2022, we received a demand letter by a purported shareholder of Crown. The demand letter alleges, among other things, that the Registration Statement fails to disclose material information regarding the Brivo Business Combination. The demand letter seeks, among other things, that we provide additional disclosures related to the Brivo Business Combination. We believe that the claims asserted in these demand letters are without merit and are no longer relevant given the termination of the Business Combination Agreement.

On August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo had elected to terminate the Business Combination. As a result of such election, the Business Combination was immediately 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). Following a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

Item 1A. Risk ~~Factors.~~Factors

Other than the risk ~~factor~~factors below, there have been no material changes from the risk factors previously disclosed in the ~~Company’s final prospectus~~Company's Annual Report on Form 10-K for the ~~Initial Public Offering as~~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, ~~2021.~~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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~~We recently re-evaluated~~law to provide for claims of creditors and the ~~accounting for our Warrants and determined that our Warrants will be accounted as a warrant liability, which~~requirements of other applicable law. In such case, the public shareholders may ~~have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.~~

~~On April 12, 2021, the Staff~~only receive their pro rata share of the SEC issued a statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies.” In the statement, the SEC Staff, among other things, highlighted potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as us. As a result of the Staff statement and in light of evolving views as to certain provisions commonly included in warrants issued by special purpose acquisition companies, we re-evaluated the accounting for the Warrants under ASC 815-40.

~~Based on such re-evaluation, we determined that as of May 12, 2021, we account for the 14,213,333 Warrants (the 9,200,000 Public Warrants included~~funds in the ~~Units~~Trust Account and ~~5,013,333 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the~~Crown warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we are re-classified each of the warrants as a liability at its fair value as determined by us based upon a valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential targets may seek a blank check company that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will ~~not be prevented or detected on a timely basis.~~

As described elsewhere in this Quarterly Report, we identified a material weakness in our internal control over financial reporting related to the accounting for a significant and unusual transaction related to our Warrants. As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of March 31, 2021. This material weakness resulted in a material misstatement of our warrant liabilities, change in fair value of warrant liabilities, additional paid-in capital, accumulated deficit and related financial disclosures.

To respond to this material weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on Form S-3, when available to us, or Form S-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our securities.

~~Table of Contents~~

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

expire worthless.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

Unregistered Sales

On October 13, 2020, the Initial Shareholders paid an aggregate of $25,000 for certain expenses in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). The Sponsor transferred 25,000 of its Founders Shares to each of Anusha Kukreja and Maurice Zeitouni Allen, the two advisors, 50,000 of its Founders Shares to each of Melissa Holladay, Martin Enderle, Stephen Siegel and Frits van Paasschen, the four independent directors and 690,000 of its Founders Shares to certain funds and accounts managed by BlackRock, Inc. (the “Anchor Investor”). Such securities were issued in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On February 11, 2021, our Sponsor and the Anchor Investor purchased 5,013,333 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of approximately $7.5 million, in a private placement that closed simultaneously with the closing of the Initial Public Offering. This issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

~~No underwriting discounts or commissions were paid with respect to such sales.~~

None.

Use of Proceeds

~~On February 11, 2021,~~Of the $283,520,000 in proceeds, we consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of approximately $276.0 million.

In connection with the Initial Public Offering, we incurred offering costs of approximately $6.1 million, inclusive of approximately $9.6 million in deferred underwriting commissions. Other incurred offering costs consisted principally of preparation fees related to the Initial Public Offering. After deducting the underwriting discounts and commissions (excluding the deferred portion, which amount will be payable upon consummation of the Initial Business Combination, if consummated) and the Initial Public Offering expenses, $276.0 million of the net proceedsreceived from our ~~Initial Public Offering~~IPO and certain of the proceeds from the private placement of the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering) was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the sale of the Private Placement Warrants, ~~are held~~a total of $276,000,000 was placed in the Trust ~~Account and invested as described elsewhere in this Quarterly Report on Form 10-Q.~~

Account.

There has been no material change in the planned use of ~~the~~ proceeds from ~~the Initial Public Offering and Private Placement~~such use as is described in the Company’s final prospectus ~~related~~(File No. 333-252307), dated February 8, 2021, and filed with the SEC pursuant to Rule 424 under the ~~Initial Public Offering.~~Securities Act on February 10, 2021.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

~~None.~~

~~Table of Contents~~

Item 6. Exhibits.


Exhibit Number		Description
31.1		Certification of ~~Chief Executive Officer~~principal executive and financial officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~31.2~~32.1		Certification of ~~Chief Financial Officer Pursuant to Rules 13a-14(a)~~principal executive and ~~15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~

~~32.1~~		~~Certification of Chief Executive Officer~~financial officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~32.2~~		~~Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this ~~24th~~13th day of ~~May 2021.~~January, 2023.


	CROWN PROPTECH ACQUISITIONS

	By:	/s/ Richard Chera
	Name:	Richard Chera
	Title:	Chief Executive Officer

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Formation and operating costs	$	126,309
Loss from operations		(126,309)

Other Income (Loss)
Change in fair value of warrant liabilities		10,517,866
Offering expenses related to warrant issuance		(780,268)
Total other income (loss)		9,737,598

Net income	$	9,611,289

Weighted average shares outstanding - Class A ordinary shares.		15,026,667
Basic and diluted net income per ordinary share – Class A ordinary shares	$	0.00
Weighted average shares outstanding - Class B ordinary shares.		6,900,000
Basic and diluted net income per ordinary share – Class B ordinary shares	$	1.39


As of February 11, 2021	As Previously Reported		Adjustment		As Restated
Balance Sheet
Warrant Liabilities	$	—	$	21,177,866	$	21,177,866
Accrued offering cost and expenses		1,140,402		3		1,140,405
Total Liabilities		10,800,402		21,177,869		31,978,271
Shares Subject to Redemption		262,823,180		(21,177,870)		241,645,310
Class A Ordinary shares		132		212		344
Class B Ordinary shares		690		—		690
Additional Paid in Capital		5,010,911		780,057		5,790,968
(Accumulated Deficit)		(11,732)		(780,268)		(792,000)
Total Stockholders' Equity	$	5,000,001	$	1	$	5,000,002


			Private		Warrant
	Public		Placement		Liabilities
Fair value as of September 24, 2020	$	—	$	—	$	—
Initial measurement on February 11, 2021		13,708,000		7,469,866		21,177,866
Change in valuation inputs or other assumptions		(6,808,000)		(3,709,866)		(10,517,866)
Fair value as of March 31, 2021	$	6,900,000	$	3,760,000	$	10,660,000