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


28 West 25^th Street, 6^th Floor
New York, NY		10010
(Address of principal executive offices)		(Zip Code)

+1 (212) 563-6400

(Registrant’s telephone number, including area code)

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	☐

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 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.

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 September 30, 2022 (unaudited) and December 31, 2021	1

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

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

	Unaudited Consolidated Condensed Statements of Cash Flows for the nine months ended 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	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26

Item 4.	Controls and Procedures	26

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	29

Item 3.	Defaults Upon Senior Securities	29

Item 4.	Mine Safety Disclosures	29

Item 5.	Other Information	29

Item 6.	Exhibits	29

SIGNATURES		30

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED BALANCE SHEETS


	September 30,
	2022		December 31,
	(Unaudited)		2021
Assets
Current assets:
Cash	$	616	$	14,807
Prepaid expenses		131,637		75,898
Total current assets		132,253		90,705
Investments held in Trust account		277,675,932		276,013,345
Total assets	$	277,808,185	$	276,104,050

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

Commitments
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value		277,675,932		276,013,345

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; 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
Additional paid-in capital		97,000		—
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.

Table of Contents

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

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

(UNAUDITED)


	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

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

Table of Contents

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

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

(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 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)

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

Table of Contents

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

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

(UNAUDITED)


	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	$	—

SEC Form 10-Q filed by Crown PropTech Acquisitions