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Cayman Islands
|
| |
6770
|
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N/A
|
|
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(Jurisdiction of Incorporation
or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
|
|
William L. Taylor
Lee Hochbaum Pedro J. Bermeo Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
| |
Steven B. Stokdyk
Ryan J. Maierson Brent T. Epstein Latham & Watkins LLP 10250 Constellation Blvd. Suite 1100 Los Angeles, CA 90067 (424) 653-5500 |
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Page
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| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | | |
| | | | D-1 | | | |
| | | | E-1 | | | |
| | | | F-1 | | | |
| | | | G-1 | | | |
| | | | H-1-1 | | | |
| | | | H-2-1 | | | |
| | | | I-1 | | | |
| | | | J-1 | | |
| | |
Share Ownership in New Brivo(1)
|
| |||||||||||||||
| | |
Actual Outstanding(2)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown
Shareholders)(5) |
| | | | 23.5% | | | | | | 13.4% | | | | | | 7.2% | | |
Sponsor and the Other Initial Crown Shareholders(6)
|
| | | | 7.9% | | | | | | 8.1% | | | | | | 8.3% | | |
Brivo Class A Shareholders(7)
|
| | | | 14.8% | | | | | | 16.9% | | | | | | 18.2% | | |
Brivo Class B Shareholders(8)
|
| | | | 53.8% | | | | | | 61.5% | | | | | | 66.3% | | |
| | | | | | | | | | | | | | | | | | | |
| | |
Fully Diluted(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown Shareholders)(5)
|
| | | | 18.8% | | | | | | 10.4% | | | | | | 5.5% | | |
Sponsor and the Other Initial Crown Shareholders(10)
|
| | | | 6.3% | | | | | | 6.3% | | | | | | 6.3% | | |
Brivo Class A Shareholders(11)
|
| | | | 11.8% | | | | | | 13.1% | | | | | | 13.9% | | |
Brivo Class B Shareholders(12)
|
| | | | 42.9% | | | | | | 47.7% | | | | | | 50.6% | | |
Convertible Debt Note Holders(13)
|
| | | | 4.7% | | | | | | 5.3% | | | | | | 5.6% | | |
Public Warrants Holders (other than the Anchor Investor)(14)
|
| | | | 6.3% | | | | | | 7.0% | | | | | | 7.4% | | |
Public Warrant Holder (Anchor Investor)(15)
|
| | | | 0.4% | | | | | | 0.5% | | | | | | 0.5% | | |
Private Placement Warrant Holders(16)
|
| | | | 3.6% | | | | | | 4.1% | | | | | | 4.3% | | |
Promissory Note Warrant Holder(17)
|
| | | | 0.7% | | | | | | 0.8% | | | | | | 0.9% | | |
Brivo Class A Option Holders(18)
|
| | | | 4.3% | | | | | | 4.8% | | | | | | 5.1% | | |
Aggregate Ownership of the Sponsor and the
Other Initial Crown Shareholders(19) |
| | | | 11.1% | | | | | | 11.7% | | | | | | 12.0% | | |
| | |
Voting Power in New Brivo(1)
|
| |||||||||||||||
| | |
Actual Voting Power(2)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown
Shareholders)(5) |
| | | | 4.0% | | | | | | 2.1% | | | | | | 1.0% | | |
Sponsor and the Other Initial Crown Shareholders(6)
|
| | | | 1.4% | | | | | | 1.2% | | | | | | 1.2% | | |
Brivo Class A Shareholders(7)
|
| | | | 2.5% | | | | | | 2.6% | | | | | | 2.6% | | |
Brivo Class B Shareholders(8)
|
| | | | 92.1% | | | | | | 94.1% | | | | | | 95.2% | | |
| | |
Fully Diluted Voting Power(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(2)
|
| |
Maximum Redemptions(3)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown Shareholders)(5)
|
| | | | 3.9% | | | | | | 2.0% | | | | | | 1.0% | | |
Sponsor and the Other Initial Crown Shareholders(10)
|
| | | | 1.3% | | | | | | 1.2% | | | | | | 1.1% | | |
Brivo Class A Shareholders(11)
|
| | | | 2.4% | | | | | | 2.5% | | | | | | 2.5% | | |
Brivo Class B Shareholders(12)
|
| | | | 88.3% | | | | | | 90.1% | | | | | | 91.1% | | |
Convertible Debt Note Holders(13)
|
| | | | 1.0% | | | | | | 1.0% | | | | | | 1.0% | | |
Public Warrants Holders (other than the Anchor Investor)(14)
|
| | | | 1.3% | | | | | | 1.3% | | | | | | 1.3% | | |
Public Warrant Holder (Anchor Investor)(15)
|
| | | | 0.1% | | | | | | 0.1% | | | | | | 0.1% | | |
Private Placement Warrant Holders(16)
|
| | | | 0.7% | | | | | | 0.8% | | | | | | 0.8% | | |
Promissory Note Warrant Holder(17)
|
| | | | 0.1% | | | | | | 0.2% | | | | | | 0.2% | | |
Brivo Class A Option Holders(18)
|
| | | | 0.9% | | | | | | 0.9% | | | | | | 0.9% | | |
Aggregate Voting Power of the Sponsor and the Other Initial Crown Shareholders(19)
|
| | | | 2.3% | | | | | | 2.2% | | | | | | 2.2% | | |
| | | |
Existing Governing Documents
|
| |
Proposed Governing Documents
|
|
|
Authorized Shares
(Governing Documents Proposal A) |
| | The share capital under the Existing Governing Documents is US$22,100 divided into 200,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share, and 1,000,000 preference shares of par value US$0.0001 per share. | | | The Proposed Governing Documents authorize 500,000,000 shares of New Brivo Class A Common Stock, 60,000,000 shares of New Brivo Class B Common Stock, and 10,000,000 shares of New Brivo Preferred Stock. | |
| | | | See paragraph 5 of the Memorandum of Association. | | | See Article IV of the Proposed Certificate of Incorporation. | |
|
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(Governing Documents Proposal B) |
| | The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights, and preferences as may be determined from time to time by the Crown Board. Accordingly, the Crown Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting, or other rights, provided that the issuance of such preference shares does not materially adversely affect the rights attached to the other shareholders of Crown. | | | The Proposed Governing Documents authorize the New Brivo Board to issue any or all authorized shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional, or other special rights and such qualifications, limitations, or restrictions thereof, as the New Brivo Board may determine. | |
| | | | See paragraph 5 of the Memorandum of Association and Articles 3 and 10 of the Articles of Association. | | | See Article IV subsection B of the Proposed Certificate of Incorporation. | |
|
Voting Rights of Common Stock
(Governing Documents Proposal C) |
| | The Existing Governing Documents provide that the holders of each ordinary share of Crown is entitled to one vote for each share on each matter | | | The Proposed Governing Documents provide that holders of shares of New Brivo Class A Common Stock will be entitled to cast one vote per share of | |
| | | |
Existing Governing Documents
|
| |
Proposed Governing Documents
|
|
| | | | properly submitted to the Crown shareholders entitled to vote (other than the appointment or removal of directors, in which case, only the holders of Class B ordinary shares of Crown are entitled to vote). | | | New Brivo Class A Common Stock, and holders of shares of New Brivo Class B Common Stock will be entitled to cast ten votes per share of New Brivo Class B Common Stock on each matter properly submitted to the stockholders entitled to vote. | |
| | | | See Article 23 of Crown’s Articles of Association. | | | See Article IV subsection C of the Proposed Certificate of Incorporation. | |
|
Corporate Name
(Governing Documents Proposal D) |
| | The Existing Governing Documents provide the name of the company is “Crown PropTech Acquisitions”. | | | The Proposed Governing Documents will provide that the name of the corporation will be “Brivo, Inc.” | |
| | | | See paragraph 1 of Crown’s Memorandum of Association. | | | See Article I of the Proposed Certificate of Incorporation. | |
|
Perpetual Existence
(Governing Documents Proposal D) |
| | The Existing Governing Documents provide that if Crown does not consummate a business combination (as defined in the Existing Governing Documents) by February 11, 2023 (twenty-four months after the closing of the initial public offering), Crown will cease all operations except for the purposes of winding up and will redeem the shares issued in the initial public offering and liquidate its trust account. | | | The Proposed Governing Documents do not include any provisions relating to New Brivo’s ongoing existence; the default under the DGCL will make New Brivo’s existence perpetual. | |
| | | | See Article 49 of Crown’s Articles of Association. | | |
This is the default rule under the DGCL.
|
|
|
Exclusive Forum
(Governing Documents Proposal D) |
| | The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | |
The Proposed Governing Documents adopt the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the exclusive forum for litigation arising out of the Securities Act.
See Article VIII of the Proposed Certificate of Incorporation.
|
|
|
Provisions Related to Status as Blank Check Company
(Governing Documents Proposal D) |
| |
The Existing Governing Documents set forth various provisions related to Crown’s status as a blank check company prior to the consummation of a business combination.
See Article 49 of Crown’s Amended and Restated Articles of Association. |
| | The Proposed Governing Documents do not include such provisions related to Crown’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as Crown will cease to be a blank check company at such time. | |
| | |
Share Ownership in New Brivo(1)
|
| |||||||||||||||
| | |
Actual Outstanding(2)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown
Shareholders)(5) |
| | | | 23.5% | | | | | | 13.4% | | | | | | 7.2% | | |
Sponsor and the Other Initial Crown Shareholders(6)
|
| | | | 7.9% | | | | | | 8.1% | | | | | | 8.3% | | |
Brivo Class A Shareholders(7)
|
| | | | 14.8% | | | | | | 16.9% | | | | | | 18.2% | | |
Brivo Class B Shareholders(8)
|
| | | | 53.8% | | | | | | 61.5% | | | | | | 66.3% | | |
| | | | | | | | | | | | | | | | | | | |
| | |
Fully Diluted(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown Shareholders)(5)
|
| | | | 18.8% | | | | | | 10.4% | | | | | | 5.5% | | |
Sponsor and the Other Initial Crown Shareholders(10)
|
| | | | 6.3% | | | | | | 6.3% | | | | | | 6.3% | | |
Brivo Class A Shareholders(11)
|
| | | | 11.8% | | | | | | 13.1% | | | | | | 13.9% | | |
Brivo Class B Shareholders(12)
|
| | | | 42.9% | | | | | | 47.7% | | | | | | 50.6% | | |
Convertible Debt Note Holders(13)
|
| | | | 4.7% | | | | | | 5.3% | | | | | | 5.6% | | |
Public Warrants Holders (other than the Anchor Investor)(14)
|
| | | | 6.3% | | | | | | 7.0% | | | | | | 7.4% | | |
Public Warrant Holder (Anchor Investor)(15)
|
| | | | 0.4% | | | | | | 0.5% | | | | | | 0.5% | | |
Private Placement Warrant Holders(16)
|
| | | | 3.6% | | | | | | 4.1% | | | | | | 4.3% | | |
Promissory Note Warrant Holder(17)
|
| | | | 0.7% | | | | | | 0.8% | | | | | | 0.9% | | |
Brivo Class A Option Holders(18)
|
| | | | 4.3% | | | | | | 4.8% | | | | | | 5.1% | | |
Aggregate Ownership of the Sponsor and the
Other Initial Crown Shareholders(19) |
| | | | 11.1% | | | | | | 11.7% | | | | | | 12.0% | | |
| | |
Voting Power in New Brivo(1)
|
| |||||||||||||||
| | |
Actual Voting Power(2)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown
Shareholders)(5) |
| | | | 4.0% | | | | | | 2.1% | | | | | | 1.0% | | |
Sponsor and the Other Initial Crown Shareholders(6)
|
| | | | 1.4% | | | | | | 1.2% | | | | | | 1.2% | | |
Brivo Class A Shareholders(7)
|
| | | | 2.5% | | | | | | 2.6% | | | | | | 2.6% | | |
Brivo Class B Shareholders(8)
|
| | | | 92.1% | | | | | | 94.1% | | | | | | 95.2% | | |
| | |
Fully Diluted Voting Power(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(2)
|
| |
Maximum Redemptions(3)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown Shareholders)(5)
|
| | | | 3.9% | | | | | | 2.0% | | | | | | 1.0% | | |
Sponsor and the Other Initial Crown Shareholders(10)
|
| | | | 1.3% | | | | | | 1.2% | | | | | | 1.1% | | |
Brivo Class A Shareholders(11)
|
| | | | 2.4% | | | | | | 2.5% | | | | | | 2.5% | | |
Brivo Class B Shareholders(12)
|
| | | | 88.3% | | | | | | 90.1% | | | | | | 91.1% | | |
Convertible Debt Note Holders(13)
|
| | | | 1.0% | | | | | | 1.0% | | | | | | 1.0% | | |
Public Warrants Holders (other than the Anchor Investor)(14)
|
| | | | 1.3% | | | | | | 1.3% | | | | | | 1.3% | | |
Public Warrant Holder (Anchor Investor)(15)
|
| | | | 0.1% | | | | | | 0.1% | | | | | | 0.1% | | |
Private Placement Warrant Holders(16)
|
| | | | 0.7% | | | | | | 0.8% | | | | | | 0.8% | | |
Promissory Note Warrant Holder(17)
|
| | | | 0.1% | | | | | | 0.2% | | | | | | 0.2% | | |
Brivo Class A Option Holders(18)
|
| | | | 0.9% | | | | | | 0.9% | | | | | | 0.9% | | |
Aggregate Voting Power of the Sponsor and the Other Initial Crown Shareholders(19)
|
| | | | 2.3% | | | | | | 2.2% | | | | | | 2.2% | | |
Name
|
| |
Position
|
|
Steve Van Till | | | Chief Executive Officer and Director | |
John Szczygiel | | | Chief Operating Officer and Executive Vice President | |
Michael Voslow | | | Chief Financial Officer | |
Jeff Nielsen | | | Chief Technology Officer | |
|
Source of Funds
(in thousands) |
| | | | | | | |
Uses
(in thousands) |
| | | | | | |
|
Existing Cash held in trust account(1)
|
| | | $ | 276,008 | | | |
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | |
|
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | | |
Remaining Cash to Balance Sheet
|
| | | $ | 302,027 | | |
|
Convertible Debt Financing
|
| | | $ | 75,000 | | | |
Debt Repayment(1)
|
| | | $ | 12,000 | | |
|
Existing Cash on Balance Sheet(1)
|
| | | $ | 1,723 | | | |
Transaction Fees and Expenses(3)
|
| | | $ | 38,704 | | |
|
Total Sources
|
| | | $ | 1,152,731 | | | |
Total Uses
|
| | | $ | 1,152,731 | | |
|
Source of Funds
(in thousands) |
| | | | | | | |
Uses
(in thousands) |
| | | | | | |
|
Existing Cash held in trust account(1)
|
| | | $ | 276,008 | | | |
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | |
|
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | | |
Remaining Cash to Balance Sheet
|
| | | $ | 164,023 | | |
|
Convertible Debt Financing
|
| | | $ | 75,000 | | | |
Debt Repayment(1)
|
| | | $ | 12,000 | | |
|
Existing Cash on Balance Sheet(1)
|
| | | $ | 1,723 | | | |
Transaction Fees and Expenses(3)
|
| | | $ | 38,704 | | |
| | | | | | | | | |
Crown Shareholder Redemptions
|
| | | $ | 138,000 | | |
|
Total Sources
|
| | | $ | 1,152,731 | | | |
Total Uses
|
| | | $ | 1,152,731 | | |
|
Source of Funds
(in thousands) |
| | | | | | | |
Uses
(in thousands) |
| | | | | | |
|
Existing Cash held in trust account(1)
|
| | | $ | 276,008 | | | |
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | |
|
Merger Consideration to Brivo Equityholders(2)
|
| | | $ | 800,000 | | | |
Remaining Cash to Balance Sheet
|
| | | $ | 95,021 | | |
|
Convertible Debt Financing
|
| | | $ | 75,000 | | | |
Debt Repayment(1)
|
| | | $ | 12,000 | | |
|
Existing Cash on Balance Sheet(1)
|
| | | $ | 1,723 | | | |
Transaction Fees and Expenses(3)
|
| | | $ | 38,704 | | |
| | | | | | | | | |
Crown Shareholder Redemptions
|
| | | $ | 207,000 | | |
|
Total Sources
|
| | | $ | 1,152,731 | | | |
Total Uses
|
| | | $ | 1,152,731 | | |
| | |
Deferred Underwriting Fees(1)
($ in US millions) |
| |||||||||||||||
| | |
Redemptions
|
| |||||||||||||||
| | |
No
Redemptions |
| |
50%
Redemptions(2) |
| |
Maximum
Redemptions(3) |
| |||||||||
Outstanding Capital
|
| | | $ | 276.0 | | | | | $ | 138.0 | | | | | $ | 69.0 | | |
Deferred Underwriting Fee (RBCCM)
|
| | | $ | 9.7 | | | | | $ | 9.7 | | | | | $ | 9.7 | | |
Implied Effective Deferred Underwriting Fee
|
| | |
|
3.5%
|
| | | |
|
7.0%
|
| | | |
|
14.0%
|
| |
($ thousands except share and per share data)
|
| |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming 50% Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| |||||||||
Summary Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | |
Nine Months Ended September 30, 2021 | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 53,688 | | | | | $ | 53,688 | | | | | $ | 53,688 | | |
Net gain per share – basic and diluted
|
| | | | 0.01 | | | | | | 0.01 | | | | | | 0.01 | | |
Weighted-average Common shares outstanding – basic
|
| | | | 109,591,273 | | | | | | 95,791,273 | | | | | | 88,891,273 | | |
Weighted-average Common shares outstanding – diluted
|
| | | | 109,821,842 | | | | | | 96,021,842 | | | | | | 89,121,842 | | |
Summary Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | | | | | | | |
Statement of Operations Data | | | | | | | | | | | | | | | | | | | |
Year Ended December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 57,421 | | | | | $ | 57,421 | | | | | $ | 57,421 | | |
Net (loss) per share — basic and diluted
|
| | | | (0.06) | | | | | | (0.07) | | | | | | (0.08) | | |
Weighted-average Common shares outstanding – basic and diluted
|
| | | | 109,439,475 | | | | | | 95,639,475 | | | | | | 88,739,475 | | |
Summary Unaudited Pro Forma Condensed Combined | | | | | | | | | | | | | | | | | | | |
Balance Sheet Data as of September 30, 2021 | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 354,617 | | | | | $ | 216,613 | | | | | $ | 147,611 | | |
Total liabilities
|
| | | | 89,046 | | | | | | 89,046 | | | | | | 89,046 | | |
Total temporary equity
|
| | | | 1,923 | | | | | | 1,923 | | | | | | 1,923 | | |
Total stockholders’ equity
|
| | | | 263,648 | | | | | | 125,644 | | | | | | 56,642 | | |
| | |
Historical
|
| |
Pro Forma
|
| ||||||||||||||||||||||||
|
Crown
|
| |
Brivo
|
| |
No
Redemption |
| |
50%
Redemption |
| |
Maximum
Redemption |
| |||||||||||||||||
As of and for the nine months ended September 30, 2021(1)(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(2)
|
| | | $ | (2.40) | | | | | $ | 2.35 | | | | | $ | 2.40 | | | | | $ | 1.31 | | | | | $ | 0.64 | | |
Net gain/(loss) per share – basic and diluted(4)
|
| | | $ | 0.40 | | | | | $ | (0.32) | | | | | $ | 0.01 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
As of and for the twelve months ended December 31, 2020(1)(3)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book value per share(2)
|
| | | $ | 0.00 | | | | | $ | 2.73 | | | | | | | | | | | | | | | | | | | | |
Net gain/(loss) per share – basic and diluted
|
| | | $ | (0.00) | | | | | $ | 0.02 | | | | | $ | (0.06) | | | | | $ | (0.07) | | | | | $ | (0.08) | | |
| | |
Revenue
Growth (CY2022E) |
| |
Revenue
Growth (CY2023E) |
| |
Gross Margin
(CY2022E) |
| |
Gross Margin
(CY2023E) |
| ||||||||||||
Security and Vertical SaaS | | | | | | | | | | | | | | | | | | | | | | | | | |
Fortinet, Inc.
|
| | | | 18% | | | | | | 19% | | | | | | 78% | | | | | | 78% | | |
Palo Alto Networks, Inc.
|
| | | | 22% | | | | | | 21% | | | | | | 75% | | | | | | 75% | | |
CoStar Group, Inc.
|
| | | | 15% | | | | | | 17% | | | | | | 82% | | | | | | 82% | | |
Check Point Software Technologies Ltd.
|
| | | | 4% | | | | | | 3% | | | | | | 89% | | | | | | 89% | | |
Guidewire Software, Inc.
|
| | | | 10% | | | | | | 13% | | | | | | 75% | | | | | | 75% | | |
nCino, Inc.
|
| | | | 24% | | | | | | 26% | | | | | | 63% | | | | | | 65% | | |
Matterport, Inc.
|
| | | | 47% | | | | | | 64% | | | | | | 59% | | | | | | 61% | | |
AppFolio, Inc.
|
| | | | 19% | | | | | | 17% | | | | | | 62% | | | | | | 63% | | |
Mandiant, Inc. (f/k/a FireEye)
|
| | | | 22% | | | | | | 20% | | | | | | 60% | | | | | | 62% | | |
Q2 Holdings, Inc.
|
| | | | 17% | | | | | | 19% | | | | | | 53% | | | | | | 54% | | |
SmartRent, Inc.
|
| | | | 188% | | | | | | 128% | | | | | | 23% | | | | | | 27% | | |
Latch, Inc.
|
| | | | 291% | | | | | | 108% | | | | | | 20% | | | | | | 30% | | |
Mean
|
| | | | 56% | | | | | | 38% | | | | | | 62% | | | | | | 63% | | |
Median
|
| | | | 20% | | | | | | 20% | | | | | | 63% | | | | | | 64% | | |
Software-Enabled Industrial Tech | | | | | | | | | | | | | | | | | | | | | | | | | |
Hexagon AB (publ)
|
| | | | 11% | | | | | | 7% | | | | | | 65% | | | | | | 66% | | |
Fortive Corporation
|
| | | | 7% | | | | | | 6% | | | | | | 58% | | | | | | 58% | | |
Trimble Inc.
|
| | | | 9% | | | | | | 9% | | | | | | 58% | | | | | | 60% | | |
Verra Mobility Corporation
|
| | | | 15% | | | | | | 5% | | | | | | 98% | | | | | | 98% | | |
Mean
|
| | | | 11% | | | | | | 7% | | | | | | 70% | | | | | | 70% | | |
Median
|
| | | | 10% | | | | | | 6% | | | | | | 61% | | | | | | 63% | | |
New Brivo
|
| | | | 54% | | | | | | 63% | | | | | | 63% | | | | | | 60% | | |
| | |
Enterprise
Value / Revenue (CY2022E) |
| |
Enterprise
Value / Revenue (CY2023E) |
| |
Enterprise Value /
Growth Adjusted Revenue (CY2022E) |
| |
Enterprise Value /
Growth Adjusted Revenue (CY2023E) |
| ||||||||||||
Security and Vertical SaaS | | | | | | | | | | | | | | | | | | | | | | | | | |
Fortinet, Inc.
|
| | | | 14.1x | | | | | | 11.9x | | | | | | 0.79x | | | | | | 0.63x | | |
Palo Alto Networks, Inc.
|
| | | | 9.2x | | | | | | 7.6x | | | | | | 0.42x | | | | | | 0.37x | | |
CoStar Group, Inc.
|
| | | | 13.6x | | | | | | 11.6x | | | | | | 0.92x | | | | | | 0.69x | | |
Check Point Software Technologies Ltd.
|
| | | | 5.6x | | | | | | 5.4x | | | | | | 1.59x | | | | | | 1.66x | | |
Guidewire Software, Inc.
|
| | | | 11.9x | | | | | | 10.5x | | | | | | 1.14x | | | | | | 0.82x | | |
nCino, Inc.
|
| | | | 22.6x | | | | | | 18.0x | | | | | | 0.95x | | | | | | 0.70x | | |
Matterport, Inc.
|
| | | | 37.9x | | | | | | 23.1x | | | | | | 0.81x | | | | | | 0.36x | | |
AppFolio, Inc.
|
| | | | 11.2x | | | | | | 9.6x | | | | | | 0.59x | | | | | | 0.56x | | |
Mandiant, Inc. (f/k/a FireEye)
|
| | | | 8.0x | | | | | | 6.7x | | | | | | 0.37x | | | | | | 0.33x | | |
Q2 Holdings, Inc.
|
| | | | 9.2x | | | | | | 7.7x | | | | | | 0.53x | | | | | | 0.39x | | |
SmartRent, Inc.
|
| | | | 6.2x | | | | | | 2.7x | | | | | | 0.03x | | | | | | 0.02x | | |
Latch, Inc.
|
| | | | 6.3x | | | | | | 3.0x | | | | | | 0.02x | | | | | | 0.03x | | |
Mean
|
| | | | 13.0x | | | | | | 9.8x | | | | | | 0.68x | | | | | | 0.55x | | |
Median
|
| | | | 10.2x | | | | | | 8.6x | | | | | | 0.69x | | | | | | 0.48x | | |
Software-Enabled Industrial Tech | | | | | | | | | | | | | | | | | | | | | | | | | |
Hexagon AB (publ)
|
| | | | 8.1x | | | | | | 7.6x | | | | | | 0.75x | | | | | | 1.11x | | |
Fortive Corporation
|
| | | | 5.3x | | | | | | 5.0x | | | | | | 0.75x | | | | | | 0.88x | | |
Trimble Inc.
|
| | | | 5.8x | | | | | | 5.3x | | | | | | 0.62x | | | | | | 0.58x | | |
Verra Mobility Corporation
|
| | | | 5.7x | | | | | | 5.4x | | | | | | 0.37x | | | | | | 0.98x | | |
Mean
|
| | | | 6.2x | | | | | | 5.8x | | | | | | 0.62x | | | | | | 0.89x | | |
Median
|
| | | | 5.7x | | | | | | 5.3x | | | | | | 0.68x | | | | | | 0.93x | | |
New Brivo
|
| | | | 7.3x | | | | | | 4.5x | | | | | | 0.14x | | | | | | 0.07x | | |
| | |
Enterprise Value / CY2022E Revenue
|
| |||||||||||||||||||||||||||||||||
|
November 5,
2021 |
| |
1-Week
|
| |
2-Weeks
|
| |
1-Month
|
| |
3-Months
|
| |
2021YTD
|
| ||||||||||||||||||||
Security and Vertical SaaS
|
| | | | 12.6x | | | | | | 12.4x | | | | | | 12.0x | | | | | | 11.8x | | | | | | 11.5x | | | | | | 11.1x | | |
Software-Enabled Industrial Tech
|
| | | | 6.6x | | | | | | 6.6x | | | | | | 6.6x | | | | | | 6.4x | | | | | | 6.5x | | | | | | 6.3x | | |
($ in millions)
|
| |
Forecast Year Ending December 31,
|
| |||||||||||||||||||||||||||
|
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |||||||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription
|
| | | $ | 31.0 | | | | | $ | 48.6 | | | | | $ | 85.3 | | | | | $ | 149.8 | | | | | $ | 240.7 | | |
Hardware and other
|
| | | $ | 40.6 | | | | | $ | 61.5 | | | | | $ | 93.7 | | | | | $ | 140.1 | | | | | $ | 175.9 | | |
Total Revenue
|
| | | $ | 71.6 | | | | | $ | 110.0 | | | | | $ | 179.1 | | | | | $ | 289.9 | | | | | $ | 416.6 | | |
Gross Profit
|
| | | $ | 43.6 | | | | | $ | 69.1 | | | | | $ | 106.9 | | | | | $ | 179.9 | | | | | $ | 267.2 | | |
Adjusted EBITDA
|
| | | $ | (1.6) | | | | | $ | (4.3) | | | | | $ | (3.5) | | | | | $ | 32.7 | | | | | $ | 91.9 | | |
Free Cash Flow
|
| | | $ | (15.4) | | | | | $ | (24.4) | | | | | $ | (35.4) | | | | | $ | 6.4 | | | | | $ | 52.5 | | |
| | |
Existing Governing Documents
|
| |
Proposed Governing Documents
|
|
Authorized Shares
(Governing Documents Proposal A) |
| | The share capital under the Existing Governing Documents is US$22,100 divided into 200,000,000 Class A ordinary shares of par value US$0.0001 per share, 20,000,000 Class B ordinary shares of par value US$0.0001 per share, and 1,000,000 preference shares of par value US$0.0001 per share. | | | The Proposed Governing Documents authorize 500,000,000 shares of New Brivo Class A Common Stock, 60,000,000 shares of New Brivo Class B Common Stock, and 10,000,000 shares of New Brivo Preferred Stock. | |
| | | See paragraph 5 of the Memorandum of Association. | | | See Article IV of the Proposed Certificate of Incorporation. | |
Authorize the Board of Directors to Issue Preferred Stock Without Stockholder Consent
(Governing Documents Proposal B) |
| | The Existing Governing Documents authorize the issuance of 1,000,000 preference shares with such designation, rights, and preferences as may be determined from time to time by the Crown Board. Accordingly, the Crown Board is empowered under the Existing Governing Documents, without shareholder approval, to issue preference shares with dividend, liquidation, redemption, voting, or other rights, provided that the issuance of such preference shares does not materially adversely affect the rights attached to the other shareholders of Crown. | | | The Proposed Governing Documents authorize the New Brivo Board to issue any or all authorized shares of preferred stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional, or other special rights and such qualifications, limitations, or restrictions thereof, as the New Brivo Board may determine. | |
| | |
Existing Governing Documents
|
| |
Proposed Governing Documents
|
|
| | | See paragraph 5 of the Memorandum of Association and Articles 3 and 10 of the Articles of Association. | | | See Article IV subsection B of the Proposed Certificate of Incorporation. | |
Voting Rights of Common Stock
(Governing Documents Proposal C) |
| | The Existing Governing Documents provide that the holders of each ordinary share of Crown is entitled to one vote for each share on each matter properly submitted to the Crown shareholders entitled to vote (other than the appointment or removal of directors, in which case, only the holders of Class B ordinary shares of Crown will be entitled to vote). | | | The Proposed Governing Documents provide that holders of shares of New Brivo Class A Common Stock will be entitled to cast one vote per share of New Brivo Class A Common Stock, and holders of shares of New Brivo Class B Common Stock will be entitled to cast ten votes per share of New Brivo Class B Common Stock on each matter properly submitted to the stockholders entitled to vote. | |
| | | See Article 23 of Crown’s Articles of Association. | | | See Article IV subsection C of the Proposed Certificate of Incorporation. | |
Corporate Name
(Governing Documents Proposal D) |
| | The Existing Governing Documents provide the name of the company is “Crown PropTech Acquisitions”. | | | The Proposed Governing Documents will provide that the name of the corporation will be “Brivo, Inc.” | |
| | | See paragraph 1 of Crown’s Memorandum of Association. | | | See Article I of the Proposed Certificate of Incorporation. | |
Perpetual Existence
(Governing Documents Proposal D) |
| | The Existing Governing Documents provide that if Crown does not consummate a business combination (as defined in the Existing Governing Documents) by February 11, 2023 (twenty-four months after the closing of the initial public offering), Crown will cease all operations except for the purposes of winding up and will redeem the shares issued in the initial public offering and liquidate its trust account. | | | The Proposed Governing Documents do not include any provisions relating to New Brivo’s ongoing existence; the default under the DGCL will make New Brivo’s existence perpetual. | |
| | | See Article 49 of Crown’s Articles of Association. | | | This is the default rule under the DGCL. | |
Exclusive Forum
(Governing Documents Proposal D) |
| | The Existing Governing Documents do not contain a provision adopting an exclusive forum for certain shareholder litigation. | | | The Proposed Governing Documents adopt the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) as the exclusive forum for certain stockholder litigation and the federal district courts of the United States as the | |
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted
Average Exercise Price of Outstanding Options, Warrants and Rights |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
| |||||||||
Equity compensation plans approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Name of Director
|
| |
Class of Director
|
|
[ • ] | | | Class [•] | |
[ • ] | | | Class [•] | |
[ • ] | | | Class [•] | |
[ • ] | | | Class [•] | |
Steve Van Till | | | Class II | |
Dean Drako | | | Class III | |
Richard Chera | | | Class III | |
| | |
Share Ownership in New Brivo(1)
|
| |||||||||||||||
| | |
Actual Outstanding(2)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |
Percentage of
Outstanding Shares |
| |||||||||
Crown Shareholders (other than the Sponsor
and the Other Initial Crown Shareholders)(5) |
| | | | 23.5% | | | | | | 13.4% | | | | | | 7.2% | | |
Sponsor and the Other Initial Crown Shareholders(6)
|
| | | | 7.9% | | | | | | 8.1% | | | | | | 8.3% | | |
Brivo Class A Shareholders(7)
|
| | | | 14.8% | | | | | | 16.9% | | | | | | 18.2% | | |
Brivo Class B Shareholders(8)
|
| | | | 53.8% | | | | | | 61.5% | | | | | | 66.3% | | |
| | | | | | | | | | | | | | | | | | | |
| | |
Fully Diluted(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Crown Shareholders (other than the Sponsor and the Other Initial Crown Shareholders)(5)
|
| | | | 18.8% | | | | | | 10.4% | | | | | | 5.5% | | |
Sponsor and the Other Initial Crown Shareholders(10)
|
| | | | 6.3% | | | | | | 6.3% | | | | | | 6.3% | | |
| | |
Fully Diluted(9)
|
| |||||||||||||||
| | |
No Redemptions
|
| |
50% Redemptions(3)
|
| |
Maximum Redemptions(4)
|
| |||||||||
| | |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |
Percentage of
Fully Diluted Shares |
| |||||||||
Brivo Class A Shareholders(11)
|
| | | | 11.8% | | | | | | 13.1% | | | | | | 13.9% | | |
Brivo Class B Shareholders(12)
|
| | | | 42.9% | | | | | | 47.7% | | | | | | 50.6% | | |
Convertible Debt Note Holders(13)
|
| | | | 4.7% | | | | | | 5.3% | | | | | | 5.6% | | |
Public Warrants Holders (other than the Anchor Investor)(14)
|
| | | | 6.3% | | | | | | 7.0% | | | | | | 7.4% | | |
Public Warrant Holder (Anchor Investor)(15)
|
| | | | 0.4% | | | | | | 0.5% | | | | | | 0.5% | | |
Private Placement Warrant Holders(16)
|
| | | | 3.6% | | | | | | 4.1% | | | | | | 4.3% | | |
Promissory Note Warrant Holder(17)
|
| | | | 0.7% | | | | | | 0.8% | | | | | | 0.9% | | |
Brivo Class A Option Holders(18)
|
| | | | 4.3% | | | | | | 4.8% | | | | | | 5.1% | | |
Aggregate Ownership of the Sponsor and the
Other Initial Crown Shareholders(19) |
| | | | 11.1% | | | | | | 11.7% | | | | | | 12.0% | | |
| | |
As of September 30, 2021
|
| |
Assuming No Redemptions
|
| |
Assuming 50% Redemptions
|
| |
Assuming Maximum Redemptions (K)
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | | | | |
As of
September 30, 2021 |
| |
Pro Forma
Adjustments |
| | | | | | | |
As of
September 30, 2021 |
| |
Pro Forma
Adjustments |
| | | | | | | |
As of
September 30, 2021 |
| ||||||||||||||||||||||||||||||||
|
Crown
(Historical) |
| |
Brivo
(Historical) |
| | | | | | | | | | | | | |
Pro Forma
Combined |
| | | | | | | | | | | | | |
Pro Forma
Combined |
| | | | | | | | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash
|
| | | $ | 278 | | | | | $ | 1,445 | | | | | $ | 276,008 | | | | | | (A) | | | | | $ | 302,027 | | | | | $ | 138,004 | | | | | | (I) | | | | | $ | 164,023 | | | | | $ | 69,002 | | | | | | (J) | | | | | $ | 95,021 | | |
| | | | | | | | | | | | | | | | | 75,000 | | | | | | (B) | | | | | | | | | | | | 75,000 | | | | | | (B) | | | | | | | | | | | | 75,000 | | | | | | (B) | | | | | | | | |
| | | | | | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | |
| | | | | | | | | | | | | | | | | (9,774) | | | | | | (D) | | | | | | | | | | | | (9,774) | | | | | | (D) | | | | | | | | | | | | (9,774) | | | | | | (D) | | | | | | | | |
| | | | | | | | | | | | | | | | | (12,000) | | | | | | (E) | | | | | | | | | | | | (12,000) | | | | | | (E) | | | | | | | | | | | | (12,000) | | | | | | (E) | | | | | | | | |
| | | | | | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | |
Accounts receivable, net
|
| | | | — | | | | | | 9,590 | | | | | | — | | | | | | | | | | | | 9,590 | | | | | | — | | | | | | | | | | | | 9,590 | | | | | | — | | | | | | | | | | | | 9,590 | | |
Inventory, net
|
| | | | — | | | | | | 5,485 | | | | | | — | | | | | | | | | | | | 5,485 | | | | | | — | | | | | | | | | | | | 5,485 | | | | | | — | | | | | | | | | | | | 5,485 | | |
Prepaid expenses and other current assets
|
| | | | 255 | | | | | | 4,366 | | | | | | — | | | | | | | | | | | | 4,621 | | | | | | — | | | | | | | | | | | | 4,621 | | | | | | — | | | | | | | | | | | | 4,621 | | |
Total current assets
|
| | | | 533 | | | | | | 20,886 | | | | | | 300,304 | | | | | | | | | | | | 321,723 | | | | | | 162,300 | | | | | | | | | | | | 183,719 | | | | | | 93,298 | | | | | | | | | | | | 114,717 | | |
Cash held in Trust Account
|
| | | | 276,008 | | | | | | | | | | | | (276,008) | | | | | | (A) | | | | | | | | | | | | (276,008) | | | | | | (I) | | | | | | — | | | | | | (276,008) | | | | | | (J) | | | | | | — | | |
Property and equipment, net
|
| | | | — | | | | | | 10,890 | | | | | | — | | | | | | | | | | | | 10,890 | | | | | | — | | | | | | | | | | | | 10,890 | | | | | | — | | | | | | | | | | | | 10,890 | | |
Intangible assets, net
|
| | | | — | | | | | | 9,153 | | | | | | — | | | | | | | | | | | | 9,153 | | | | | | — | | | | | | | | | | | | 9,153 | | | | | | — | | | | | | | | | | | | 9,153 | | |
Goodwill
|
| | | | — | | | | | | 12,236 | | | | | | — | | | | | | | | | | | | 12,236 | | | | | | — | | | | | | | | | | | | 12,236 | | | | | | — | | | | | | | | | | | | 12,236 | | |
Other assets
|
| | | | — | | | | | | 615 | | | | | | — | | | | | | | | | | | | 615 | | | | | | — | | | | | | | | | | | | 615 | | | | | | — | | | | | | | | | | | | 615 | | |
Total assets
|
| | | $ | 276,541 | | | | | $ | 53,780 | | | | | $ | 24,296 | | | | | | | | | | | $ | 354,617 | | | | | $ | (113,708) | | | | | | | | | | | $ | 216,613 | | | | | $ | (182,710) | | | | | | | | | | | $ | 147,611 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 51 | | | | | $ | 4,644 | | | | | $ | — | | | | | | | | | | | $ | 4,695 | | | | | $ | — | | | | | | | | | | | $ | 4,695 | | | | | $ | — | | | | | | | | | | | $ | 4,695 | | |
Due to related parties
|
| | | | 114 | | | | | | 3,186 | | | | | | (114) | | | | | | (D) | | | | | | 3,186 | | | | | | (114) | | | | | | (D) | | | | | | 3,186 | | | | | | (114) | | | | | | (D) | | | | | | 3,186 | | |
Accrued liabilities
|
| | | | — | | | | | | 3,250 | | | | | | — | | | | | | | | | | | | 3,250 | | | | | | — | | | | | | | | | | | | 3,250 | | | | | | — | | | | | | | | | | | | 3,250 | | |
Deferred revenue
|
| | | | — | | | | | | 502 | | | | | | — | | | | | | | | | | | | 502 | | | | | | — | | | | | | | | | | | | 502 | | | | | | — | | | | | | | | | | | | 502 | | |
Current portion of long term debt
|
| | | | — | | | | | | 11,928 | | | | | | (11,928) | | | | | | (E) | | | | | | — | | | | | | (11,928) | | | | | | (E) | | | | | | — | | | | | | (11,928) | | | | | | (E) | | | | | | — | | |
Total current liabilities
|
| | | | 165 | | | | | | 23,510 | | | | | | (12,042) | | | | | | | | | | | | 11,633 | | | | | | (12,042) | | | | | | | | | | | | 11,633 | | | | | | (12,042) | | | | | | | | | | | | 11,633 | | |
Warrant liabilities
|
| | | | 7,249 | | | | | | — | | | | | | — | | | | | | | | | | | | 7,249 | | | | | | — | | | | | | | | | | | | 7,249 | | | | | | — | | | | | | | | | | | | 7,249 | | |
Deferred underwriters’ discount
|
| | | | 9,660 | | | | | | — | | | | | | (9,660) | | | | | | (D) | | | | | | — | | | | | | (9,660) | | | | | | (D) | | | | | | — | | | | | | (9,660) | | | | | | (D) | | | | | | — | | |
Convertible notes
|
| | | | — | | | | | | — | | | | | | 75,000 | | | | | | (B) | | | | | | 69,650 | | | | | | 75,000 | | | | | | (B) | | | | | | 69,650 | | | | | | 75,000 | | | | | | (B) | | | | | | 69,650 | | |
| | | | | | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | | | | | (5,350) | | | | | | (C) | | | | | | | | |
Deferred tax liabilities
|
| | | | — | | | | | | 103 | | | | | | — | | | | | | | | | | | | 103 | | | | | | — | | | | | | | | | | | | 103 | | | | | | — | | | | | | | | | | | | 103 | | |
Other liabilities
|
| | | | — | | | | | | 411 | | | | | | — | | | | | | | | | | | | 411 | | | | | | — | | | | | | | | | | | | 411 | | | | | | — | | | | | | | | | | | | 411 | | |
Total liabilities
|
| | | | 17,074 | | | | | | 24,024 | | | | | | 47,948 | | | | | | | | | | | | 89,046 | | | | | | 47,948 | | | | | | | | | | | | 89,046 | | | | | | 47,948 | | | | | | | | | | | | 89,046 | | |
Class A ordinary shares subject to redemption – Crown
|
| | | | 276,000 | | | | | | — | | | | | | (276,000) | | | | | | (A) | | | | | | — | | | | | | (276,000) | | | | | | (I) | | | | | | — | | | | | | (276,000) | | | | | | (J) | | | | | | — | | |
Redeemable Common Stock – Brivo
|
| | | | — | | | | | | 1,923 | | | | | | — | | | | | | | | | | | | 1,923 | | | | | | — | | | | | | | | | | | | 1,923 | | | | | | — | | | | | | | | | | | | 1,923 | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common and Preferred Stock – Brivo
|
| | | | — | | | | | | 66 | | | | | | (66) | | | | | | (G) | | | | | | — | | | | | | (66) | | | | | | (G) | | | | | | — | | | | | | (66) | | | | | | (G) | | | | | | — | | |
Class B Ordinary Shares – Crown
|
| | | | 1 | | | | | | — | | | | | | (1) | | | | | | (G) | | | | | | — | | | | | | (1) | | | | | | (G) | | | | | | — | | | | | | (1) | | | | | | (G) | | | | | | — | | |
Class A Common Stock – New Brivo
|
| | | | — | | | | | | — | | | | | | 3 | | | | | | (A) | | | | | | 5 | | | | | | 1 | | | | | | (I) | | | | | | 3 | | | | | | 1 | | | | | | (J) | | | | | | 3 | | |
| | | | | | | | | | | | | | | | | 2 | | | | | | (G) | | | | | | | | | | | | 2 | | | | | | (G) | | | | | | | | | | | | 2 | | | | | | (G) | | | | | | | | |
Class B Common Stock – New Brivo
|
| | | | — | | | | | | — | | | | | | 5 | | | | | | (G) | | | | | | 5 | | | | | | 5 | | | | | | (G) | | | | | | 5 | | | | | | 5 | | | | | | (G) | | | | | | 5 | | |
Additional paid-in capital
|
| | | | — | | | | | | 49,866 | | | | | | 275,997 | | | | | | (A) | | | | | | 285,809 | | | | | | 137,995 | | | | | | (I) | | | | | | 147,806 | | | | | | 68,994 | | | | | | (J) | | | | | | 78,805 | | |
| | | | | | | | | | | | | | | | | (16,534) | | | | | | (H) | | | | | | | | | | | | (16,534) | | | | | | (H) | | | | | | | | | | | | (16,534) | | | | | | (H) | | | | | | | | |
| | | | | | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | | | | | (23,580) | | | | | | (F) | | | | | | | | |
| | | | | | | | | | | | | | | | | 59 | | | | | | (G) | | | | | | | | | | | | 59 | | | | | | (G) | | | | | | | | | | | | 59 | | | | | | (G) | | | | | | | | |
Accumulated deficit
|
| | | | (16,534) | | | | | | (22,122) | | | | | | 16,534 | | | | | | (H) | | | | | | (22,194) | | | | | | 16,534 | | | | | | (H) | | | | | | (22,194) | | | | | | 16,534 | | | | | | (H) | | | | | | (22,194) | | |
| | | | | | | | | | | | | | | | | (72) | | | | | | (E) | | | | | | | | | | | | (72) | | | | | | (E) | | | | | | | | | | | | (72) | | | | | | (E) | | | | | | | | |
Accumulated other comprehensive income/(loss)
|
| | | | — | | | | | | 23 | | | | | | — | | | | | | | | | | | | 23 | | | | | | — | | | | | | | | | | | | 23 | | | | | | — | | | | | | | | | | | | 23 | | |
Total stockholders’ equity
|
| | | | (16,533) | | | | | | 27,833 | | | | | | 252,348 | | | | | | | | | | | | 263,648 | | | | | | 114,344 | | | | | | | | | | | | 125,644 | | | | | | 45,342 | | | | | | | | | | | | 56,642 | | |
Total liabilities, mezzanine equity and stockholders’ equity
|
| | | $ | 276,541 | | | | | $ | 53,780 | | | | | $ | 24,296 | | | | | | | | | | | $ | 354,617 | | | | | $ | (113,708) | | | | | | | | | | | $ | 216,613 | | | | | $ | (182,710) | | | | | | | | | | | $ | 147,611 | | |
| | |
For the Nine Months Ended
September 30, 2021 |
| |
Assuming No Redemptions, 50%
Redemptions and Maximum Redemptions |
| ||||||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | | | | |
For the Nine
Months Ended September 30, 2021 |
| ||||||||||||||||||||
|
Crown
(Historical) |
| |
Brivo
(Historical) |
| |
Pro Forma
Combined |
| |||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 53,688 | | | | | $ | — | | | | | | | | | | | $ | 53,688 | | |
Cost of revenue
|
| | | | — | | | | | | 22,375 | | | | | | — | | | | | | | | | | | | 22,375 | | |
Formation and operating costs
|
| | | | 1,121 | | | | | | — | | | | | | (1,121) | | | | | | (AA) | | | | | | — | | |
Sales and marketing
|
| | | | — | | | | | | 15,448 | | | | | | — | | | | | | | | | | | | 15,448 | | |
Research and development
|
| | | | — | | | | | | 7,973 | | | | | | — | | | | | | | | | | | | 7,973 | | |
General and administrative
|
| | | | — | | | | | | 5,747 | | | | | | 1,121 | | | | | | (AA) | | | | | | 6,868 | | |
Depreciation and amortization
|
| | | | — | | | | | | 5,368 | | | | | | — | | | | | | | | | | | | 5,368 | | |
Operating loss
|
| | | | (1,121) | | | | | | (3,223) | | | | | | — | | | | | | | | | | | | (4,344) | | |
Trust dividend income
|
| | | | 8 | | | | | | — | | | | | | — | | | | | | | | | | | | 8 | | |
Change in fair value of warrant liabilities
|
| | | | 13,929 | | | | | | — | | | | | | — | | | | | | | | | | | | 13,929 | | |
Offering expenses related to warrant liabilities
|
| | | | (780) | | | | | | — | | | | | | — | | | | | | | | | | | | (780) | | |
Interest expense
|
| | | | — | | | | | | (692) | | | | | | 692 | | | | | | (BB) | | | | | | (7,519) | | |
| | | | | | | | | | | | | | | | | (7,519) | | | | | | (CC) | | | | | | | | |
Other expense
|
| | | | — | | | | | | (3) | | | | | | — | | | | | | | | | | | | (3) | | |
Income/(loss) before income taxes
|
| | | | 12,036 | | | | | | (3,918) | | | | | | (6,827) | | | | | | | | | | | | 1,291 | | |
Income tax provision
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Net income/(loss)
|
| | | $ | 12,036 | | | | | $ | (3,918) | | | | | $ | (6,827) | | | | | | | | | | | $ | 1,291 | | |
| | |
Assuming No
Redemptions |
| |||
Net earnings per share attributable to common stockholders – basic and diluted
|
| | | $ | 0.01 | | |
Weighted average shares outstanding – basic
|
| | | | 109,591,273 | | |
Weighted average shares outstanding – diluted
|
| | | | 109,821,842 | | |
| | |
Assuming
50% Redemptions |
| |||
Net earnings per share attributable to common stockholders – basic and diluted
|
| | | $ | 0.01 | | |
Weighted average shares outstanding – basic
|
| | | | 95,791,273 | | |
Weighted average shares outstanding – diluted
|
| | | | 96,021,842 | | |
| | |
Assuming
Maximum Redemptions |
| |||
Net earnings per share attributable to common stockholders – basic and diluted
|
| | | $ | 0.01 | | |
Weighted average shares outstanding – basic
|
| | | | 88,891,273 | | |
Weighted average shares outstanding – diluted
|
| | | | 89,121,842 | | |
| | |
For the Period
From September 24, 2020 to December 31, 2020 |
| |
For the Year
Ended December 31, 2020 |
| |
Assuming No Redemptions, 50%
Redemptions and Maximum Redemptions |
| |||||||||||||||||||||
|
Pro Forma
Adjustments |
| | | | | | | |
For the Year
Ended December 31, 2020 |
| ||||||||||||||||||||
|
Crown
(Historical) |
| |
Brivo
(Historical) |
| |
Pro Forma
Combined |
| |||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 57,421 | | | | | $ | — | | | | | | | | | | | $ | 57,421 | | |
Cost of revenue
|
| | | | — | | | | | | 23,246 | | | | | | — | | | | | | | | | | | | 23,246 | | |
Formation and operating costs
|
| | | | 6 | | | | | | — | | | | | | (6) | | | | | | (EE) | | | | | | — | | |
Sales and marketing
|
| | | | — | | | | | | 15,064 | | | | | | — | | | | | | | | | | | | 15,064 | | |
Research and development
|
| | | | — | | | | | | 6,972 | | | | | | — | | | | | | | | | | | | 6,972 | | |
General and administrative
|
| | | | — | | | | | | 7,476 | | | | | | 6 | | | | | | (EE) | | | | | | 7,482 | | |
Depreciation and amortization
|
| | | | — | | | | | | 5,920 | | | | | | — | | | | | | | | | | | | 5,920 | | |
Operating loss
|
| | | | (6) | | | | | | (1,257) | | | | | | — | | | | | | | | | | | | (1,263) | | |
Interest expense
|
| | | | — | | | | | | (1,161) | | | | | | 1,161 | | | | | | (FF) | | | | | | (9,223) | | |
| | | | | | | | | | | | | | | | | (9,223) | | | | | | (GG) | | | | | | | | |
Loss on extinguishment of long-term debt
|
| | | | — | | | | | | — | | | | | | (66) | | | | | | (DD) | | | | | | (66) | | |
Other expense
|
| | | | — | | | | | | 3,483 | | | | | | — | | | | | | | | | | | | 3,483 | | |
Income/(loss) before income taxes
|
| | | | (6) | | | | | | 1,065 | | | | | | (8,128) | | | | | | | | | | | | (7,069) | | |
Income tax provision
|
| | | | — | | | | | | 24 | | | | | | — | | | | | | | | | | | | 24 | | |
Net income/(loss)
|
| | | $ | (6) | | | | | $ | 1,041 | | | | | $ | (8,128) | | | | | | | | | | | $ | (7,093) | | |
| | |
Assuming No
Redemptions |
| |||
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.06) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 109,439,475 | | |
| | |
Assuming
50% Redemptions |
| |||
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.07) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 95,639,475 | | |
| | |
Assuming
Maximum Redemptions |
| |||
Net loss per share attributable to common stockholders – basic and diluted
|
| | | $ | (0.08) | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 88,739,475 | | |
(in thousands, except share and
per share data) |
| |
For the nine months ended September 30, 2021
|
| |
For the year ended December 31, 2020
|
| ||||||||||||||||||||||||||||||
|
Assuming No
Redemptions |
| |
Assuming 50%
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming 50%
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||||||||||
Pro forma net income/(loss)
|
| | | $ | 1,291 | | | | | $ | 1,291 | | | | | $ | 1,291 | | | | | $ | (7,093) | | | | | $ | (7,093) | | | | | $ | (7,093) | | |
Weighted average shares outstanding – basic
|
| | | | 109,591,273 | | | | | | 95,791,273 | | | | | | 88,891,273 | | | | | | 109,439,475 | | | | | | 95,639,475 | | | | | | 88,739,475 | | |
Weighted average shares outstanding – diluted
|
| | | | 109,821,842 | | | | | | 96,021,842 | | | | | | 89,121,842 | | | | | | 109,439,475 | | | | | | 95,639,475 | | | | | | 88,739,475 | | |
Net gain/(loss) per share
(Basic and Diluted) attributable to common shareholders(1) |
| | | $ | 0.01 | | | | | $ | 0.01 | | | | | $ | 0.01 | | | | | $ | (0.06) | | | | | $ | (0.07) | | | | | $ | (0.08) | | |
| | |
Crown
(Historical) |
| |
Brivo
(Historical) |
| |
Combined Pro Forma
|
| |||||||||||||||||||||
|
Assuming
No Redemptions |
| |
Assuming
50% Redemptions |
| |
Assuming
Maximum Redemptions |
| |||||||||||||||||||||||
As of and for the nine months
ended September 30, 2021(1)(4) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Book Value per share(2)
|
| | | $ | (2.40) | | | | | $ | 2.34 | | | | | $ | 2.40 | | | | | $ | 1.31 | | | | | $ | 0.64 | | |
Weighted average shares outstanding – basic
|
| | | | 30,354,945(5) | | | | | | 12,250,900 | | | | | | 109,591,273 | | | | | | 95,791,273 | | | | | | 88,891,273 | | |
Net gain/(loss) per share –
basic(3) |
| | | $ | 0.40 | | | | | $ | (0.32) | | | | | $ | 0.01 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Weighted average shares outstanding diluted
|
| | | | 30,354,945(5) | | | | | | 12,250,900 | | | | | | 109,821,842 | | | | | | 96,021,842 | | | | | | 89,121,842 | | |
Net gain/(loss) per share of common share – diluted(3)
|
| | | $ | 0.40 | | | | | $ | (0.32) | | | | | $ | 0.01 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
As of and for the Year ended December 31, 2020(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding – basic
|
| | | | 6,000,000 | | | | | | 11,992,127 | | | | | | 109,439,475 | | | | | | 95,639,475 | | | | | | 88,739,475 | | |
Net gain/(loss) per share – basic(3)
|
| | | $ | (0.00) | | | | | $ | 0.02 | | | | | $ | (0.06) | | | | | $ | (0.07) | | | | | $ | (0.08) | | |
Weighted average shares outstanding diluted
|
| | | | 6,000,000 | | | | | | 69,243,298 | | | | | | 109,439,475 | | | | | | 95,639,475 | | | | | | 88,739,475 | | |
Net gain/(loss) per share of common share – diluted(3)
|
| | | $ | (0.00) | | | | | $ | 0.02 | | | | | $ | (0.06) | | | | | $ | (0.07) | | | | | $ | (0.08) | | |
Name
|
| |
Age
|
| |
Position
|
|
Richard Chera | | | 47 | | | Chief Executive Officer and Director | |
Pius Sprenger, Ph.D. | | | 54 | | | Chief Financial Officer and Director | |
Dr. Martin Enderle | | | 56 | | | Director | |
Melissa “Lisa” Holladay | | | 54 | | | Director | |
Stephen Siegel | | | 77 | | | Director | |
Frits van Paasschen | | | 60 | | | Director | |
Individual
|
| |
Entity/Organization
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Richard Chera | | | Crown Acquisitions | | | Real Estate Holding Company | | | Senior Managing Director | |
Pius Sprenger | | | Bitpanda GmbH | | | Cryptocurrency Trading Platform | | | Advisory Board Member | |
Martin Enderle | | |
Delivery Hero SE
atHome Group Allmyhomes GmbH Egmont Foundation digi.me GmbH Chaconne GmbH |
| |
Food Delivery Service
Classifieds Company Real Estate Platform Media Company Private Wealth Holding Business Holding |
| |
Chairman of Supervisory Board
Board Advisor Board Member Board Member Managing Director Managing Director |
|
Lisa Holladay | | |
TIGER 21
Clemson University (Erwin Center for Brand Communications) |
| |
Peer-to-Peer Lending
Education |
| |
Chief Experience Officer
Board Member |
|
Stephen Siegel | | | CBRE, Inc. | | | Real Estate and Investment Firm | | | Chairman, Global Brokerage | |
Frits van Paasschen | | |
Royal DSM N.V.
Williams Sonoma, Inc. J.Crew Group, Inc. Convene citizenM Hotels Sonder Corp. TPG Capital Red Sea Project Indian School of Hospitality Russel Reynolds |
| |
Health, nutrition and Materials
Consumer Retail Consumer Retail Real Estate Hotel Apartment/Hotel Investment Company Land and Property Development Education Management Consulting |
| |
Director
Director Board Member Board Chair Board Member Board Member Senior Advisor Board Advisor Board Advisor Board Advisor |
|
| | |
As of:
September 30, |
| |
As of:
December 31, |
| ||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||
Channel Partners
|
| | | | 1,477 | | | | | | 1,204 | | | | | | 1,272 | | | | | | 977 | | |
Subscribers
|
| | | | 44,786 | | | | | | 39,198 | | | | | | 40,395 | | | | | | 36,544 | | |
Doors / Readers
|
| | | | 337,503 | | | | | | 281,844 | | | | | | 293,764 | | | | | | 249,208 | | |
ARPA (monthly)
|
| | | $ | 60 | | | | | $ | 56 | | | | | $ | 57 | | | | | $ | 52 | | |
Net Revenue Retention Rate
|
| | | | 121% | | | | | | 117% | | | | | | 117% | | | | | | 121% | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended
December 31, |
| ||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||
|
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||||
Annual Recurring Revenue
|
| | | $ | 32,397 | | | | | $ | 26,224 | | | | | $ | 27,676 | | | | | $ | 22,953 | | |
Adjusted EBITDA
|
| | | $ | 2,342 | | | | | $ | 6,915 | | | | | $ | 8,473 | | | | | $ | 4,527 | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended
December 31, |
| ||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||
|
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||||
Net (loss)/income
|
| | | $ | (3,918) | | | | | $ | 1,702 | | | | | | 1,041 | | | | | | (1,248) | | |
Interest expense
|
| | | | 692 | | | | | | 803 | | | | | | 1,161 | | | | | | 764 | | |
Income tax provision
|
| | | | — | | | | | | 2 | | | | | | 24 | | | | | | 16 | | |
Depreciation and amortization
|
| | | | 5,368 | | | | | | 4,177 | | | | | | 5,920 | | | | | | 4,770 | | |
Stock-based compensation expense
|
| | | | 200 | | | | | | 231 | | | | | | 327 | | | | | | 225 | | |
Adjusted EBITDA
|
| | | $ | 2,342 | | | | | $ | 6,915 | | | | | $ | 8,473 | | | | | $ | 4,527 | | |
| | |
Nine Months Ended
September 30, |
| |
% of Total
Revenues |
| |
Years Ended
December 31, |
| |
% of Total
Revenues |
| ||||||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | | | | | | ||||||||||||||||||
Revenues | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Subscription revenue
|
| | | $ | 22,639 | | | | | $ | 18,679 | | | | | | 42% | | | | | | 44% | | | | | $ | 25,489 | | | | | $ | 20,975 | | | | | | 44% | | | | | | 41% | | |
Hardware and other revenue
|
| | | | 31,049 | | | | | | 23,318 | | | | | | 58% | | | | | | 56% | | | | | | 31,932 | | | | | | 30,230 | | | | | | 56% | | | | | | 59% | | |
Total revenues
|
| | | | 53,688 | | | | | | 41,997 | | | | | | 100% | | | | | | 100% | | | | | | 57,421 | | | | | | 51,205 | | | | | | 100% | | | | | | 100% | | |
Cost of revenues | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | | 6,977 | | | | | | 5,066 | | | | | | 13% | | | | | | 12% | | | | | | 7,118 | | | | | | 5,342 | | | | | | 12% | | | | | | 10% | | |
Hardware and other revenue
|
| | | | 15,398 | | | | | | 11,309 | | | | | | 29% | | | | | | 27% | | | | | | 16,128 | | | | | | 13,270 | | | | | | 28% | | | | | | 26% | | |
Total cost of revenues
|
| | | | 22,375 | | | | | | 16,375 | | | | | | 42% | | | | | | 39% | | | | | | 23,246 | | | | | | 18,612 | | | | | | 40% | | | | | | 36% | | |
| | |
Nine Months Ended
September 30, |
| |
% of Total
Revenues |
| |
Years Ended
December 31, |
| |
% of Total
Revenues |
| ||||||||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | | | | | | ||||||||||||||||||
Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 15,448 | | | | | | 11,429 | | | | | | 29% | | | | | | 27% | | | | | | 15,064 | | | | | | 14,609 | | | | | | 26% | | | | | | 29% | | |
Research and development
|
| | | | 7,973 | | | | | | 5,409 | | | | | | 15% | | | | | | 13% | | | | | | 6,972 | | | | | | 7,341 | | | | | | 12% | | | | | | 14% | | |
General and administrative
|
| | | | 5,747 | | | | | | 5,583 | | | | | | 11% | | | | | | 13% | | | | | | 7,476 | | | | | | 6,329 | | | | | | 13% | | | | | | 12% | | |
Depreciation and amortization
|
| | | | 5,368 | | | | | | 4,177 | | | | | | 10% | | | | | | 10% | | | | | | 5,920 | | | | | | 4,770 | | | | | | 10% | | | | | | 9% | | |
Total operating expenses
|
| | | | 34,536 | | | | | | 26,598 | | | | | | 64% | | | | | | 63% | | | | | | 35,432 | | | | | | 33,049 | | | | | | 62% | | | | | | 65% | | |
Loss from operations
|
| | | | (3,223) | | | | | | (976) | | | | | | -6% | | | | | | -2% | | | | | | (1,257) | | | | | | (456) | | | | | | -2% | | | | | | -1% | | |
Other income (expense), net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (692) | | | | | | (803) | | | | | | -1% | | | | | | -2% | | | | | | (1,161) | | | | | | (764) | | | | | | -2% | | | | | | -1% | | |
Foreign exchange transaction loss
|
| | | | (3) | | | | | | (2) | | | | | | 0% | | | | | | 0% | | | | | | (2) | | | | | | (12) | | | | | | 0% | | | | | | 0% | | |
Other income
|
| | | | — | | | | | | 3,485 | | | | | | 0% | | | | | | 8% | | | | | | 3,485 | | | | | | — | | | | | | 6% | | | | | | 0% | | |
(Loss)/income before income taxes
|
| | | | (3,918) | | | | | | 1,704 | | | | | | -7% | | | | | | 4% | | | | | | 1,065 | | | | | | (1,232) | | | | | | 2% | | | | | | -2% | | |
Income tax provision
|
| | | | — | | | | | | 2 | | | | | | 0% | | | | | | 0% | | | | | | 24 | | | | | | 16 | | | | | | 0% | | | | | | 0% | | |
Net (loss)/income
|
| | | $ | (3,918) | | | | | $ | 1,702 | | | | | | -7% | | | | | | 4% | | | | | $ | 1,041 | | | | | $ | (1,248) | | | | | | 2% | | | | | | -2% | | |
|
| | |
Nine Months Ended
September 30, |
| |
Change $
|
| |
Change %
|
| |
Years Ended
December 31, |
| |
Change $
|
| |
Change %
|
| ||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | | | | | | ||||||||||||||||||
Revenues | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Subscription revenue
|
| | | $ | 22,639 | | | | | $ | 18,679 | | | | | $ | 3,960 | | | | | | 21% | | | | | $ | 25,489 | | | | | $ | 20,975 | | | | | $ | 4,514 | | | | | | 22% | | |
Hardware and other revenue
|
| | | | 31,049 | | | | | | 23,318 | | | | | | 7,731 | | | | | | 33% | | | | | | 31,932 | | | | | | 30,230 | | | | | | 1,702 | | | | | | 6% | | |
Total revenues
|
| | | $ | 53,688 | | | | | $ | 41,997 | | | | | $ | 11,691 | | | | | | 28% | | | | | $ | 57,421 | | | | | $ | 51,205 | | | | | $ | 6,216 | | | | | | 12% | | |
| | |
Nine Months Ended
September 30, |
| |
Change $
|
| |
Change %
|
| |
Years Ended
December 31, |
| |
Change $
|
| |
Change %
|
| ||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | |||||||||||||||||||||||
Cost of revenues(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 6,977 | | | | | $ | 5,066 | | | | | $ | 1,911 | | | | | | 38% | | | | | $ | 7,118 | | | | | $ | 5,342 | | | | | $ | 1,776 | | | | | | 33% | | |
Hardware and other revenue
|
| | | | 15,398 | | | | | | 11,309 | | | | | | 4,089 | | | | | | 36% | | | | | | 16,128 | | | | | | 13,270 | | | | | | 2,858 | | | | | | 22% | | |
Total cost of revenues
|
| | | $ | 22,375 | | | | | $ | 16,375 | | | | | $ | 6,000 | | | | | | 37% | | | | | $ | 23,246 | | | | | $ | 18,612 | | | | | $ | 4,634 | | | | | | 25% | | |
% of total revenue
|
| | | | 42% | | | | | | 39% | | | | | | | | | | | | | | | | | | 40% | | | | | | 36% | | | | | | | | | | | | | | |
| | |
Nine Months Ended
September 30, |
| |
Change $
|
| |
Change %
|
| |
Years Ended
December 31, |
| |
Change $
|
| |
Change %
|
| ||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | |||||||||||||||||||||||
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sales and marketing
|
| | | $ | 15,448 | | | | | $ | 11,429 | | | | | $ | 4,019 | | | | | | 35% | | | | | $ | 15,064 | | | | | $ | 14,609 | | | | | $ | 455 | | | | | | 3% | | |
Research and development
|
| | | | 7,973 | | | | | | 5,409 | | | | | | 2,564 | | | | | | 47% | | | | | | 6,972 | | | | | | 7,341 | | | | | | (369) | | | | | | -5% | | |
General and administrative
|
| | | | 5,747 | | | | | | 5,583 | | | | | | 164 | | | | | | 3% | | | | | | 7,476 | | | | | | 6,329 | | | | | | 1,147 | | | | | | 18% | | |
Depreciation and amortization
|
| | | | 5,368 | | | | | | 4,177 | | | | | | 1,191 | | | | | | 29% | | | | | | 5,920 | | | | | | 4,770 | | | | | | 1,150 | | | | | | 24% | | |
Total operating expenses
|
| | | $ | 34,536 | | | | | $ | 26,598 | | | | | $ | 7,938 | | | | | | 30% | | | | | $ | 35,432 | | | | | $ | 33,049 | | | | | $ | 2,383 | | | | | | 7% | | |
| | |
Nine Months Ended
September 30, |
| |
Change $
|
| |
Change %
|
| |
Years Ended
December 31, |
| |
Change $
|
| |
Change %
|
| ||||||||||||||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||||||||||||||||||||||
| | |
(in thousands)
|
| | | | | | | | | | | | | |
(in thousands)
|
| | | | | | | | |||||||||||||||||||||||
Other income (expense): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | $ | (692) | | | | | $ | (803) | | | | | $ | 111 | | | | | | -14% | | | | | | (1,161) | | | | | | (764) | | | | | $ | (397) | | | | | | 52% | | |
Foreign exchange transaction loss
|
| | | | (3) | | | | | | (2) | | | | | | (1) | | | | | | 50% | | | | | | (2) | | | | | | (12) | | | | | | 10 | | | | | | -83% | | |
Other income
|
| | | | — | | | | | | 3,485 | | | | | | (3,485) | | | | | | -100% | | | | | | 3,485 | | | | | | — | | | | | | 3,485 | | | | | | N/A | | |
Income tax provision
|
| | | | — | | | | | | (2) | | | | | | 2 | | | | | | -100% | | | | | | (24) | | | | | | (16) | | | | | | (8) | | | | | | 50% | | |
Total other (expense) income
|
| | | $ | (695) | | | | | $ | 2,678 | | | | | $ | (3,373) | | | | | | -126% | | | | | $ | 2,298 | | | | | $ | (792) | | | | | $ | 3,090 | | | | | | -390% | | |
| | |
Nine Months Ended
September 30, |
| |
Years Ended
December 31, |
| ||||||||||||||||||
|
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| ||||||||||||||
|
(in thousands)
|
| |
(in thousands)
|
| ||||||||||||||||||||
Net cash provided by operating activities
|
| | | $ | 1,412 | | | | | $ | 3,176 | | | | | $ | 5,182 | | | | | $ | 2,101 | | |
Net cash used in investing activities
|
| | | | (3,844) | | | | | | (4,860) | | | | | | (6,119) | | | | | | (4,900) | | |
Net cash provided by financing activities
|
| | | | 2,069 | | | | | | 836 | | | | | | 808 | | | | | | 3,010 | | |
Net decrease in cash
|
| | | $ | (363) | | | | | $ | (848) | | | | | $ | (129) | | | | | $ | 211 | | |
Name and Principal Position
|
| |
Year
|
| |
Salary ($)
|
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($)(1) |
| |
Total
($) |
| |||||||||||||||
Steve Van Till, President and Chief Executive Officer
|
| | | | 2021 | | | | | | 390,000 | | | | | | 182,162 | | | | | | 8,287 | | | | | | 580,449 | | |
John Szczygiel, Chief Operating Officer and Executive Vice President
|
| | | | 2021 | | | | | | 300,000 | | | | | | 136,500 | | | | | | 3,375 | | | | | | 439,875 | | |
Michael Voslow, Chief Financial Officer
|
| | | | 2021 | | | | | | 300,000 | | | | | | 135,000 | | | | | | 6,375 | | | | | | 441,375 | | |
Name
|
| |
2021 Annual
Base Salary ($) |
| |||
Steve Van Till
|
| | | | 390,000 | | |
John Szczygiel
|
| | | | 300,000 | | |
Michael Voslow
|
| | | | 300,000 | | |
Name
|
| |
Grant Date
|
| |
Option Awards
|
| ||||||||||||||||||||||||||||||
|
Vesting
Start Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||||||||||
Steve Van Till,
President and Chief Executive Officer |
| | | | 8/4/2015 | | | | | | 8/1/2015 | | | | | | 900,000 | | | | | | — | | | | | | 0.35 | | | | | | 8/4/2025 | | |
| | | 1/29/2018 | | | | | | 1/29/2018 | | | | | | 295,533 | | | | | | 107,467 | | | | | | 0.43 | | | | | | 1/29/2028 | | | ||
| | | 8/28/2019 | | | | | | 8/28/2019 | | | | | | 83,333 | | | | | | 116,667 | | | | | | 1.02 | | | | | | 8/28/2029 | | |
Name
|
| |
Grant Date
|
| |
Option Awards
|
| ||||||||||||||||||||||||||||||
|
Vesting
Start Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||||||||||
John Szczygiel,
Chief Operating Officer and Executive Vice President |
| | | | 8/4/2015 | | | | | | 8/1/2015 | | | | | | 600,000 | | | | | | — | | | | | | 0.35 | | | | | | 8/4/2025 | | |
| | | 1/29/2018 | | | | | | 1/29/2018 | | | | | | 212,667 | | | | | | 77,333 | | | | | | 0.43 | | | | | | 1/29/2028 | | | ||
| | | 8/28/2019 | | | | | | 8/28/2019 | | | | | | 41,667 | | | | | | 58,333 | | | | | | 1.02 | | | | | | 8/28/2029 | | | ||
Michael Voslow,
Chief Financial Officer |
| | | | 11/23/2016 | | | | | | 7/6/2016 | | | | | | 150,000 | | | | | | — | | | | | | 0.35 | | | | | | 11/23/2026 | | |
| | | 11/23/2016 | | | | | | 11/23/2016 | | | | | | 193,333 | | | | | | 6,667 | | | | | | 0.35 | | | | | | 11/23/2026 | | | ||
| | | 1/29/2018 | | | | | | 1/29/2018 | | | | | | 111,467 | | | | | | 40,533 | | | | | | 0.43 | | | | | | 1/29/2028 | | | ||
| | | 8/28/2019 | | | | | | 8/28/2019 | | | | | | 41,667 | | | | | | 58,333 | | | | | | 1.02 | | | | | | 1/28/2029 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Executive Officers | | | | | | | | | | |
Steve Van Till
|
| | | | 62 | | | | Chief Executive Officer and Director | |
John Szczygiel
|
| | | | 59 | | | |
Chief Operating Officer and Executive Vice President
|
|
Michael Voslow
|
| | | | 62 | | | | Chief Financial Officer | |
Jeff Nielsen
|
| | | | 52 | | | | Chief Technology Officer | |
Non-Employee Directors | | | | | | | | | | |
Dean Drako
|
| | | | 56 | | | | Chairman of the Board | |
Richard Chera
|
| | | | 47 | | | | Director | |
[•]
|
| | | | [•] | | | | Director | |
[•]
|
| | | | [•] | | | | Director | |
[•]
|
| | | | [•] | | | | Director | |
[•]
|
| | | | [•] | | | | Director | |
Name and Address of Beneficial
Owner(1) |
| |
Before the
Business Combination(2) |
| |
After the Business Combination
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Assuming No Redemptions
|
| |
Assuming 50% Redemptions
|
| |
Assuming Maximum Redemptions
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Number of
shares of Crown Ordinary Shares |
| |
%
|
| |
Number of
shares of New Brivo Class A Common Stock |
| |
%
|
| |
Number of
Shares of New Brivo Class B Common Stock |
| |
%
|
| |
Number of
shares of New Brivo Class A Common Stock |
| |
%
|
| |
Number of
shares of New Brivo Class B Common Stock |
| |
%
|
| |
Number of
shares of New Brivo Class A Common Stock |
| |
%
|
| |
Number of
shares of New Brivo Class B Common Stock |
| |
%
|
| ||||||||||||||||||||||||||||||||||||||||||||
Crown PropTech Sponsor,
LLC(5) |
| | | | 5,960,000 | | | | | | 17.3% | | | | | | 5,960,000 | | | | | | 11.7% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 16.1% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 19.8% | | | | | | — | | | | | | — | | |
Richard Chera(3)(5)
|
| | | | 5,960,000 | | | | | | 17.3% | | | | | | 5,960,000 | | | | | | 11.7% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 16.1% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 19.8% | | | | | | — | | | | | | — | | |
Pius Sprenger(3)(5)
|
| | | | 5,960,000 | | | | | | 17.3% | | | | | | 5,960,000 | | | | | | 11.7% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 16.1% | | | | | | — | | | | | | — | | | | | | 5,960,000 | | | | | | 19.8% | | | | | | — | | | | | | — | | |
Stephen Siegel(3)
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | |
Martin Enderle
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | |
Lisa Holladay
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | |
Frits van Paasschen
|
| | | | 50,000 | | | | | | * | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | 50,000 | | | | | | * | | | | | | — | | | | | | — | | |
All Directors and Executive
Officers of Crown as a Group (seven individuals(3)) |
| | | | 6,160,000 | | | | | | 17.9% | | | | | | 6,160,000 | | | | | | 12.1% | | | | | | — | | | | | | — | | | | | | 6,160,000 | | | | | | 16.4% | | | | | | — | | | | | | — | | | | | | 6,160,000 | | | | | | 20.5% | | | | | | — | | | | | | — | | |
Directors and Executive Officers
of New Brivo Post-Business Combination |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dean Drako
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 59,006,052 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 59,006,052 | | | | | | 100% | | | | | | — | | | | | | — | | | | | | 59,006,052 | | | | | | 100% | | |
Steve Van Till(4)
|
| | | | — | | | | | | — | | | | | | 1,500,569 | | | | | | 2.9% | | | | | | — | | | | | | — | | | | | | 1,500,569 | | | | | | 3.9% | | | | | | — | | | | | | — | | | | | | 1,500,569 | | | | | | 4.8% | | | | | | — | | | | | | — | | |
Richard Chera(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John Szczygiel(4)
|
| | | | — | | | | | | — | | | | | | 1,000,833 | | | | | | 1.9% | | | | | | — | | | | | | — | | | | | | 1,000,833 | | | | | | 2.6% | | | | | | — | | | | | | — | | | | | | 1,000,833 | | | | | | 3.2% | | | | | | — | | | | | | — | | |
Michael Voslow(4)
|
| | | | — | | | | | | — | | | | | | 591,876 | | | | | | 1.2% | | | | | | — | | | | | | — | | | | | | 591,876 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | 591,876 | | | | | | 1.9% | | | | | | — | | | | | | — | | |
Jeff Nielsen(4)
|
| | | | — | | | | | | — | | | | | | 113,473 | | | | | | * | | | | | | — | | | | | | — | | | | | | 113,473 | | | | | | * | | | | | | — | | | | | | — | | | | | | 113,473 | | | | | | * | | | | | | — | | | | | | — | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
[•]
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All Directors and Executive Officers of New Brivo as a Group ([•] individuals)
|
| | | | — | | | | | | — | | | | | | 3,206,752 | | | | | | 5.9% | | | | | | 59,006,052 | | | | | | 100% | | | | | | 3,206,752 | | | | | | 8.0% | | | | | | 59,006,052 | | | | | | 100% | | | | | | 3,206,752 | | | | | | 9.6% | | | | | | 59,006,052 | | | | | | 100% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
DBV Investments, L.P.(6)
|
| | | | — | | | | | | — | | | | | | 10,666,025 | | | | | | 21.0% | | | | | | — | | | | | | — | | | | | | 10,666,025 | | | | | | 28.9% | | | | | | — | | | | | | — | | | | | | 10,666,025 | | | | | | 35.5% | | | | | | — | | | | | | — | | |
| | | |
Delaware
|
| |
Cayman Islands
|
|
|
Stockholder/Shareholder Approval of Business Combinations
|
| |
Mergers generally require approval of a majority of all outstanding shares.
Mergers in which less than 20% of the acquirer’s stock is issued generally do not require acquirer stockholder approval.
Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
All mergers (other than parent/subsidiary mergers) require shareholder approval.
Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder.
A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.
|
|
|
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. | | | Under Cayman Islands law and the Existing Governing Documents, routine corporate matters may be approved by an ordinary resolution (being the affirmative vote of at least a majority of shareholders present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter). | |
| | | |
Delaware
|
| |
Cayman Islands
|
|
|
Appraisal Rights
|
| | Generally, a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger. Stockholders of a publicly traded corporation do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a Business Combination Agreement to accept for their shares: (a) shares or depository receipts of the corporation surviving or resulting from such merger; (b) shares of stock or depository receipts that will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in (a), (b), and (c) above. | | | Pursuant to the Cayman Islands Companies Act, shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
|
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
|
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum as per Governing Documents Proposal D). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
|
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty and good faith to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty, and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence, and skill.
Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
|
|
| | | |
Delaware
|
| |
Cayman Islands
|
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith. | | | A Cayman Islands company generally may indemnify its directors or officers except with regard to fraud, dishonesty, or willful default or to protect from the consequences of committing a crime. | |
|
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. | | | Liability of directors may be limited, except with regard to their own fraud or willful default. | |
Redemption Date
(period to expiration of warrants) |
| |
$ Fair Market Value of Class A Ordinary Shares
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
|
≥$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| |||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.377 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.365 | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.365 | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.365 | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.365 | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.365 | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.364 | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.364 | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.364 | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.364 | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.364 | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.364 | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.364 | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.364 | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.363 | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.363 | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.363 | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.362 | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.362 | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | |
| | |
Page No.
|
| |||
Audited Financial Statements of Crown PropTech Acquisitions | | | | | | | |
| | | | F-2 | | | |
Financial Statements: | | | | | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | | |
Unaudited Interim Financial Statements of Crown PropTech Acquisitions | | | | | | | |
Financial Statements: | | | | | | | |
| | | | F-16 | | | |
| | | | F-17 | | | |
| | | | F-18 | | | |
| | | | F-19 | | | |
| | | | F-20 | | | |
Audited Consolidated Financial Statements of Brivo, Inc. | | | | | | | |
| | | | F-34 | | | |
Financial Statements: | | | | | | | |
| | | | F-35 | | | |
| | | | F-36 | | | |
| | | | F-38 | | | |
| | | | F-39 | | | |
| | | | F-40 | | | |
Unaudited Condensed Consolidated Financial Statements of Brivo, Inc. | | | |||||
| | | | F-59 | | | |
| | | | F-60 | | | |
| | | | F-61 | | | |
| | | | F-62 | | | |
| | | | F-63 | | | |
| | | | F-64 | | |
| ASSETS | | | | | | | |
|
Current asset – cash
|
| | | $ | 72,550 | | |
|
Deferred offering costs
|
| | | | 201,556 | | |
|
TOTAL ASSETS
|
| | | $ | 274,106 | | |
| LIABILITIES AND SHAREHOLDER’S EQUITY | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accrued offering costs and expenses
|
| | | $ | 180,000 | | |
|
Promissory Note – Related Party
|
| | | | 75,000 | | |
|
Total Current Liabilities
|
| | | | 255,000 | | |
| Commitments | | | | | | | |
| Shareholder’s Equity | | | | | | | |
|
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none outstanding
|
| | | | — | | |
|
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding(1)
|
| | | | 690 | | |
|
Additional paid in capital
|
| | | | 24,310 | | |
|
Accumulated deficit
|
| | | | (5,894) | | |
|
Total Shareholder’s Equity
|
| | | | 19,106 | | |
|
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 274,106 | | |
|
Formation costs
|
| | | $ | 5,894 | | |
|
Net Loss
|
| | | $ | (5,894) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 6,000,000 | | |
|
Basic and diluted net loss per ordinary share
|
| | | $ | (0.00) | | |
| | |
Class B Ordinary
Shares(1) |
| |
Additional
Paid in Capital |
| |
Accumulated
Deficit |
| |
Total
Shareholder’s Equity |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance – September 24, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B ordinary shares to Sponsor(1)
|
| | | | 6,900,000 | | | | | | 690 | | | | | | 24,310 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | | | | | | | — | | | | | | — | | | | | | (5,894) | | | | | | (5,894) | | |
Balance – December 31, 2020
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | 24,310 | | | | | $ | (5,894) | | | | | $ | 19,106 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (5,894) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | | — | | |
|
Net cash used in operating activities
|
| | | | (5,894) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from sale of Class B ordinary shares to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from issuance of promissory note to related party
|
| | | | 75,000 | | |
|
Payment of deferred offering costs
|
| | | | (21,556) | | |
|
Net cash provided by financing activities
|
| | | | 78,444 | | |
|
Net Change in Cash
|
| | | | 72,550 | | |
|
Cash – Beginning of period
|
| | | | — | | |
|
Cash – End of period
|
| | | $ | 72,550 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Deferred offering costs included in accrued offering costs and expenses
|
| | | $ | 180,000 | | |
| | |
September 30,
2021 (Unaudited) |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 277,719 | | | | | $ | 72,550 | | |
Prepaid expenses
|
| | | | 254,940 | | | | | | — | | |
Deferred offering costs associated with IPO
|
| | | | — | | | | | | 201,556 | | |
Total current assets
|
| | | | 532,659 | | | | | | 274,106 | | |
Cash held in Trust account
|
| | | | 276,008,112 | | | | | | — | | |
Total assets
|
| | | $ | 276,540,771 | | | | | $ | 274,106 | | |
Liabilities and Shareholders’ Deficit | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 50,819 | | | | | $ | 180,000 | | |
Due to related party
|
| | | | 114,107 | | | | | | — | | |
Sponsor loans
|
| | | | — | | | | | | 75,000 | | |
Total current liabilities
|
| | | | 164,926 | | | | | | 255,000 | | |
Warrant Liabilities
|
| | | | 7,248,800 | | | | | | | | |
Deferred underwriters’ discount
|
| | | | 9,660,000 | | | | | | — | | |
Total liabilities
|
| | | | 17,073,726 | | | | | | 255,000 | | |
Commitments | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 27,600,000 shares at redemption value
|
| | | | 276,000,000 | | | | | | — | | |
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 and outstanding at September 30, 2021 and December 31, 2020, respectively |
| | | | — | | | | | | — | | |
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
|
| | | | — | | | | | | 24,310 | | |
Retained earnings
|
| | | | (16,533,645) | | | | | | (5,894) | | |
Total shareholders’ equity
|
| | | | (16,532,955) | | | | | | 19,106 | | |
Total liabilities and shareholders’ deficit
|
| | | $ | 276,540,771 | | | | | $ | 274,106 | | |
| | |
For the three months ended,
September 30, 2021 |
| |
For the nine months ended,
September 30, 2021 |
| ||||||
Formation and operating costs
|
| | | $ | 513,738 | | | | | $ | 1,121,283 | | |
Loss from operations
|
| | | | (513,738) | | | | | | (1,121,283) | | |
Other Income (Loss) | | | | | | | | | | | | | |
Trust dividend income
|
| | | | 4,240 | | | | | | 8,112 | | |
Change in fair value of warrant liabilities
|
| | | | 4,406,133 | | | | | | 13,929,066 | | |
Offering expenses related to warrant issuance
|
| | | | — | | | | | | (780,268) | | |
Total other income
|
| | | | 4,410,373 | | | | | | 13,156,910 | | |
Net income
|
| | | $ | 3,896,635 | | | | | $ | 12,035,627 | | |
Weighted average redeemable shares outstanding
|
| | | | 27,600,000 | | | | | | 23,454,945 | | |
Basic and diluted net income per redeemable share
|
| | | $ | 0.11 | | | | | $ | 0.40 | | |
Weighted average non-redeemable shares outstanding
|
| | | | 6,900,000 | | | | | | 6,900,000 | | |
Basic and diluted net income per common share
|
| | | $ | 0.11 | | | | | $ | 0.40 | | |
| | |
Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Total
Shareholders’ Equity (Deficit) |
| ||||||||||||||||||
|
Class B
|
| |||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | 24,310 | | | | | $ | (5,894) | | | | | $ | 19,106 | | |
Sale of Units in Initial Public Offering
|
| | | | — | | | | | | — | | | | | | 275,997,240 | | | | | | — | | | | | | 275,997,240 | | |
Underwriters’ discount
|
| | | | — | | | | | | — | | | | | | (5,520,000) | | | | | | — | | | | | | (5,520,000) | | |
Sale of private placement
|
| | | | — | | | | | | — | | | | | | 7,520,000 | | | | | | — | | | | | | 7,520,000 | | |
Fair value of warrants
|
| | | | — | | | | | | — | | | | | | (21,177,866) | | | | | | — | | | | | | (21,177,866) | | |
Deferred underwriting discount
|
| | | | — | | | | | | — | | | | | | (9,660,000) | | | | | | — | | | | | | (9,660,000) | | |
Other offering cost charged to Stockholders’ equity
|
| | | | — | | | | | | — | | | | | | (530,090) | | | | | | — | | | | | | (530,090) | | |
Reclassification of offering cost related to warrant issuance
|
| | | | — | | | | | | — | | | | | | 780,268 | | | | | | — | | | | | | 780,268 | | |
Class A ordinary shares subject to possible
redemption |
| | | | — | | | | | | — | | | | | | (247,433,862) | | | | | | (28,563,378) | | | | | | (275,997,240) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 9,611,289 | | | | | | 9,611,289 | | |
Balance as of March 31, 2021
|
| | | | 6,900,000 | | | | | $ | 690 | | | | | $ | — | | | | | $ | (18,957,983) | | | | | $ | (18,957,293) | | |
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) | | |
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) | | |
| | |
For the nine months ended
September 30, 2021 |
| |||
Cash Flows from Operating Activities: | | | | | | | |
Net income
|
| | | $ | 12,035,627 | | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | |
Change in fair value of warrant liabilities
|
| | | | (13,929,066) | | |
Trust dividend income
|
| | | | (8,112) | | |
Offering costs allocated to warrants
|
| | | | 780,268 | | |
Changes in current assets and current liabilities: | | | | | | | |
Prepaid assets
|
| | | | (254,940) | | |
Due to related party
|
| | | | 114,107 | | |
Accounts payable
|
| | | | (129,181) | | |
Net cash used in operating activities
|
| | | | (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 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
|
| | | | 205,169 | | |
Cash – Beginning of period
|
| | | | 72,550 | | |
Cash – Ending of period
|
| | |
$
|
277,719
|
| |
Supplemental Disclosure of Non-cash Financing Activities: | | | | | | | |
Initial value of Class A ordinary shares subject to possible redemption
|
| | | $ | 276,000,000 | | |
Initial value of warrant liabilities
|
| | | $ | 21,177,866 | | |
Deferred underwriters’ discount payable charged to additional paid-in capital
|
| | | $ | 9,660,000 | | |
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Balance Sheet as of March 31, 2021 (per form 10-Q filed on May 24, 2021)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares, $0.0001 par value; stock subject
to possible redemption at redemption value ($) |
| | | $ | 252,042,700 | | | | | $ | 23,957,300 | | | | | $ | 276,000,000 | | |
Stockholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares – $0.0001 par value
|
| | | $ | 240 | | | | | $ | (240) | | | | | $ | — | | |
Class B ordinary shares – $0.0001 par value
|
| | | | 690 | | | | | | — | | | | | | 690 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | | | | | — | | |
Retained Earnings (Accumulated Deficit)
|
| | | | 4,999,077 | | | | | | (23,957,060) | | | | | | (18,957,983) | | |
Total stockholders’ equity (deficit)
|
| | | $ | 5,000,007 | | | | | $ | (23,957,300) | | | | | $ | (18,957,293) | | |
Shares subject to possible redemption
|
| | | | 25,204,270 | | | | | | 2,395,730 | | | | | | 27,600,000 | | |
Unaudited Statement of Operations for the three months ended March 31, 2021
|
| | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares, redeemable shares
|
| | | | 15,026,667 | | | | | | — | | | | | | 15,026,667 | | |
Basic and diluted net income per share, redeemable shares
|
| | | | — | | | | | | 0.44 | | | | | | 0.44 | | |
Basic and diluted weighted average shares, non-redeemable shares
|
| | | | 6,900,000 | | | | | | — | | | | | | 6,900,000 | | |
Basic and diluted net income per share, non-redeemable shares
|
| | | $ | 1.39 | | | | | $ | (0.96) | | | | | $ | 0.43 | | |
Net Income
|
| | | $ | 9,611,289 | | | | | $ | — | | | | | $ | 9,611,289 | | |
Unaudited Balance Sheet as of June 30, 2021 (per form 10-Q
filed on August 16, 2021) |
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares, $0.0001 par value; stock subject
to possible redemption at redemption value ($) |
| | | $ | 250,570,400 | | | | | $ | 25,429,600 | | | | | $ | 276,000,000 | | |
Stockholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares – $0.0001 par value
|
| | | $ | 255 | | | | | $ | (255) | | | | | $ | — | | |
Class B ordinary shares – $0.0001 par value
|
| | | | 690 | | | | | | — | | | | | | 690 | | |
Additional paid-in-capital
|
| | | | — | | | | | | — | | | | | | — | | |
Retained Earnings (Accumulated Deficit)
|
| | | | 4,999,065 | | | | | | (25,429,345) | | | | | | (20,430,280) | | |
Total stockholders’ equity (deficit)
|
| | | $ | 5,000,010 | | | | | $ | (25,429,600) | | | | | $ | (20,429,590) | | |
Shares subject to possible redemption
|
| | | | 25,057,040 | | | | | | 2,542,960 | | | | | | 27,600,000 | | |
| | |
As Previously
Reported |
| |
Restatement
Adjustment |
| |
As Restated
|
| |||||||||
Unaudited Statement of Operations for the three months ended June 30, 2021
|
| | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares, redeemable shares
|
| | | | 21,348,066 | | | | | | 6,251,934 | | | | | | 27,600,000 | | |
Basic and diluted net income per share, redeemable shares
|
| | | | — | | | | | | (0.04) | | | | | | (0.04) | | |
Basic and diluted weighted average shares, non-redeemable shares
|
| | | | 6,900,000 | | | | | | — | | | | | | 6,900,000 | | |
Basic and diluted net income per share, non-redeemable shares
|
| | | $ | (0.21) | | | | | $ | 0.17 | | | | | $ | (0.04) | | |
Net Income
|
| | | $ | (1,472,297) | | | | | $ | — | | | | | $ | (1,472,297) | | |
Unaudited Statement of Operations for the six months ended
June 30, 2021 |
| | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares, redeemable shares
|
| | | | 25,057,040 | | | | | | (2,542,960) | | | | | | 27,600,000 | | |
Basic and diluted net income per share, redeemable shares
|
| | | | — | | | | | | 0.29 | | | | | | 0.29 | | |
Basic and diluted weighted average shares, non-redeemable shares
|
| | | | 6,900,000 | | | | | | — | | | | | | 6,900,000 | | |
Basic and diluted net income per share, non-redeemable shares
|
| | | $ | 1.18 | | | | | $ | (0.90) | | | | | $ | 0.28 | | |
Net Income
|
| | | $ | 8,138,992 | | | | | $ | — | | | | | $ | 8,138,992 | | |
| | |
For the three months ended
September 30, 2021 |
| |
For the nine months ended
September 30, 2021 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Basic and diluted net income per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income including accretion of temporary equity
|
| | | $ | 3,117,308 | | | | | $ | 779,327 | | | | | $ | 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
|
| | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | 0.40 | | | | | $ | 0.40 | | |
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |||||||||
Description | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | |
Cash held in Trust Account
|
| | | $ | 276,008,112 | | | | | $ | — | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Public Warrants
|
| | | $ | (4,692,000) | | | | | $ | — | | | | | $ | — | | |
Private Warrants
|
| | | | — | | | | | | (2,556,800) | | | | | | — | | |
Fair Value of warrants as of September 30, 2021
|
| | | $ | (4,692,000) | | | | | $ | (2,556,800) | | | | | $ | — | | |
|
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 June 30, 2021
|
| | | | — | | |
|
Change in fair value
|
| | | | — | | |
|
Fair Value at September 30, 2021
|
| | | $ | — | | |
| | |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,863 | | | | | $ | 1,911 | | |
Accounts receivable, net
|
| | | | 7,203 | | | | | | 6,216 | | |
Inventory
|
| | | | 7,058 | | | | | | 2,189 | | |
Prepaid expenses and other current assets
|
| | | | 1,753 | | | | | | 1,990 | | |
Total current assets
|
| | | | 17,877 | | | | | | 12,306 | | |
Property and equipment, net
|
| | | | 9,935 | | | | | | 6,492 | | |
Intangible assets, net
|
| | | | 11,860 | | | | | | 12,485 | | |
Goodwill
|
| | | | 12,236 | | | | | | 10,319 | | |
Other assets
|
| | | | 548 | | | | | | 351 | | |
Total assets
|
| | | $ | 52,456 | | | | | $ | 41,953 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,963 | | | | | $ | 2,105 | | |
Due to related parties
|
| | | | 2,194 | | | | | | 544 | | |
Accrued liabilities
|
| | | | 907 | | | | | | 2,166 | | |
Deferred revenue
|
| | | | 553 | | | | | | 132 | | |
Total current liabilities
|
| | | | 8,617 | | | | | | 4,947 | | |
Long term debt
|
| | | | 9,866 | | | | | | 6,934 | | |
Deferred tax liabilities
|
| | | | 103 | | | | | | 108 | | |
Other liabilities
|
| | | | 427 | | | | | | 406 | | |
Total liabilities
|
| | | | 19,013 | | | | | | 12,395 | | |
Commitments and contingencies (Note 12) | | | | | | | | | | | | | |
Mezzanine equity: | | | | | | | | | | | | | |
Redeemable Class A common stock, 480,730 shares
|
| | | | 1,923 | | | | | | — | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Series A-1 preferred stock, par value $0.001; 41,000,000 shares authorized, issued and outstanding
|
| | | | 41 | | | | | | 41 | | |
Series A-2 preferred stock, par value $0.001; 18,799,200 shares authorized; 12,924,450 shares issued and outstanding
|
| | | | 13 | | | | | | 13 | | |
Class A common stock, par value $0.001; 100,000,000 shares authorized; 532,705 and 37,050
shares issued and outstanding, respectively |
| | | | 1 | | | | | | — | | |
Class B common stock, par value $0.001; 52,000,000 shares authorized; 11,000,000 shares issued and outstanding
|
| | | | 11 | | | | | | 11 | | |
Additional paid-in capital
|
| | | | 49,580 | | | | | | 48,741 | | |
Accumulated deficit
|
| | | | (18,204) | | | | | | (19,245) | | |
Accumulated other comprehensive income/(loss)
|
| | | | 78 | | | | | | (3) | | |
Total stockholders’ equity
|
| | | | 31,520 | | | | | | 29,558 | | |
Total liabilities, mezzanine equity and stockholders’ equity
|
| | | $ | 52,456 | | | | | $ | 41,953 | | |
| | |
Years Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Revenues | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 25,489 | | | | | $ | 20,975 | | |
Hardware and other revenue
|
| | | | 31,932 | | | | | | 30,230 | | |
Total revenues
|
| | | | 57,421 | | | | | | 51,205 | | |
Cost of revenues(1) | | | | | | | | | | | | | |
Subscription revenue (related party amounts of $4,888 and $3,421, respectively)
|
| | | | 7,118 | | | | | | 5,342 | | |
Hardware and other revenue (related party amounts of $2,519 and $2,390, respectively)
|
| | | | 16,128 | | | | | | 13,270 | | |
Total cost of revenues
|
| | | | 23,246 | | | | | | 18,612 | | |
Operating expenses | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 15,064 | | | | | | 14,609 | | |
Research and development
|
| | | | 6,972 | | | | | | 7,341 | | |
General and administrative
|
| | | | 7,476 | | | | | | 6,329 | | |
Depreciation and amortization
|
| | | | 5,920 | | | | | | 4,770 | | |
Total operating expenses
|
| | | | 35,432 | | | | | | 33,049 | | |
Loss from operations
|
| | | | (1,257) | | | | | | (456) | | |
Other income (expense), net | | | | | | | | | | | | | |
Interest expense
|
| | | | (1,161) | | | | | | (764) | | |
Foreign exchange transaction loss
|
| | | | (2) | | | | | | (12) | | |
Other income
|
| | | | 3,485 | | | | | | — | | |
Income/(loss) before income taxes
|
| | | | 1,065 | | | | | | (1,232) | | |
Income tax provision
|
| | | | 24 | | | | | | 16 | | |
Net income/(loss)
|
| | | $ | 1,041 | | | | | $ | (1,248) | | |
Per share information: | | | | | | | | | | | | | |
Earnings (loss) per common share: | | | | | | | | | | | | | |
Basic
|
| | | $ | 0.02 | | | | | $ | (0.11) | | |
Diluted
|
| | | $ | 0.02 | | | | | $ | (0.11) | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Basic
|
| | | | 11,992,127 | | | | | | 11,035,419 | | |
Diluted
|
| | | | 69,243,298 | | | | | | 11,035,419 | | |
| | |
Year Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Net income/(loss)
|
| | | | 1,041 | | | | | | (1,248) | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | 81 | | | | | | (4) | | |
Comprehensive income/(loss)
|
| | | $ | 1,122 | | | | | $ | (1,252) | | |
| | |
Redeemable Class A
Common Stock |
| | |
Series A-1
Preferred Stock |
| |
Series A-2
Preferred Stock |
| |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income/(Loss) |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2019
|
| | | | — | | | | | $ | — | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 9,750 | | | | | $ | — | | | | | | 11,000,000 | | | | | $ | 11 | | | | | $ | 48,506 | | | | | $ | (17,997) | | | | | $ | 1 | | | | | $ | 30,575 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,300 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10 | | | | | | — | | | | | | — | | | | | | 10 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 225 | | | | | | — | | | | | | — | | | | | | 225 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,248) | | | | | | — | | | | | | (1,248) | | |
Translation adjustments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |
Balance at December 31, 2019
|
| | | | — | | | | | | — | | | | | | | 41,000,000 | | | | | | 41 | | | | | | 12,924,450 | | | | | | 13 | | | | | | 37,050 | | | | | | — | | | | | | 11,000,000 | | | | | | 11 | | | | | | 48,741 | | | | | | (19,245) | | | | | | (3) | | | | | | 29,558 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15 | | | | | | — | | | | | | — | | | | | | 15 | | |
Issuance of stock for acquisition
|
| | | | 980,730 | | | | | | 3,923 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 499 | | | | | | — | | | | | | — | | | | | | 500 | | |
Repurchase of Class A
common stock |
| | | | (500,000) | | | | | | (2,000) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,345) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (2) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 327 | | | | | | — | | | | | | — | | | | | | 327 | | |
Net income
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,041 | | | | | | — | | | | | | 1,041 | | |
Translation adjustments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 81 | | | | | | 81 | | |
Balance at December 31, 2020
|
| | | | 480,730 | | | | | $ | 1,923 | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 532,705 | | | | | $ | 1 | | | | | | 11,000,000 | | | | | $ | 11 | | | | | $ | 49,580 | | | | | $ | (18,204) | | | | | $ | 78 | | | | | $ | 31,520 | | |
| | |
Year Ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net income/(loss)
|
| | | $ | 1,041 | | | | | $ | (1,248) | | |
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 2,283 | | | | | | 1,290 | | |
Amortization of acquired intangible assets
|
| | | | 3,695 | | | | | | 3,480 | | |
Amortization of deferred financing
|
| | | | 139 | | | | | | 79 | | |
Deferred tax liabilities
|
| | | | (5) | | | | | | (5) | | |
Stock-based compensation expense
|
| | | | 327 | | | | | | 225 | | |
Provision for bad debt
|
| | | | 310 | | | | | | 153 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (1,243) | | | | | | (1,648) | | |
Inventories
|
| | | | (4,815) | | | | | | (732) | | |
Prepaid expenses and other current assets
|
| | | | 237 | | | | | | (245) | | |
Other assets
|
| | | | (25) | | | | | | (141) | | |
Accounts payable
|
| | | | 2,700 | | | | | | (137) | | |
Due to related parties
|
| | | | 1,650 | | | | | | 351 | | |
Accrued liabilities
|
| | | | (1,553) | | | | | | 640 | | |
Deferred revenue
|
| | | | 421 | | | | | | 17 | | |
Other liabilities
|
| | | | 20 | | | | | | 22 | | |
Net cash provided by operating activities
|
| | | | 5,182 | | | | | | 2,101 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (5,858) | | | | | | (4,900) | | |
Acquisition consideration
|
| | | | (261) | | | | | | — | | |
Net cash used in investing activities
|
| | | | (6,119) | | | | | | (4,900) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Loan principal proceeds
|
| | | | 19,500 | | | | | | 3,000 | | |
Loan principal repayments
|
| | | | (16,500) | | | | | | — | | |
Debt financing costs
|
| | | | (207) | | | | | | — | | |
Proceeds from exercise of stock options
|
| | | | 15 | | | | | | 10 | | |
Redemption of Class A common stock
|
| | | | (2,000) | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 808 | | | | | | 3,010 | | |
(Decrease) increase in cash
|
| | | | (129) | | | | | | 211 | | |
Cash, beginning of period
|
| | | | 1,911 | | | | | | 1,704 | | |
Effect of exchange rate changes
|
| | | | 81 | | | | | | (4) | | |
Cash, end of period
|
| | | $ | 1,863 | | | | | $ | 1,911 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 1,022 | | | | | $ | 667 | | |
Cash paid for income taxes
|
| | | $ | 23 | | | | | $ | 17 | | |
Supplemental disclosure of non-cash investing activities: | | | | | | | | | | | | | |
Acquisition of business through issuance of common stock
|
| | | $ | 4,421 | | | | | $ | — | | |
| | |
Estimated Useful Life
|
|
Leasehold improvements
|
| | Shorter of asset life or lease term | |
Office furniture and equipment
|
| | 3 – 7 years | |
Computers and accessories
|
| | 3 – 5 years | |
Software
|
| | 3 years | |
| | |
2020
|
| |
2019
|
| ||||||
Beginning of period balance
|
| | | $ | 132 | | | | | $ | 115 | | |
Revenue deferred and acquired in current period
|
| | | | 568 | | | | | | 127 | | |
Revenue recognized from amounts included in contract liabilities
|
| | | | (147) | | | | | | (110) | | |
End of period balance
|
| | | $ | 553 | | | | | $ | 132 | | |
|
Current assets
|
| | | $ | 376 | | |
|
Property and equipment
|
| | | | 37 | | |
|
Intangible assets
|
| | | | 3,070 | | |
|
Goodwill
|
| | | | 1,917 | | |
|
Total assets acquired
|
| | | | 5,400 | | |
|
Current liabilities assumed
|
| | | | (453) | | |
|
Total purchase consideration
|
| | | $ | 4,947 | | |
| | |
Amount
|
| |
Useful Life
|
| ||||||
Customer relationships
|
| | | $ | 170 | | | | | | 10 years | | |
Developed technologies
|
| | | | 2,900 | | | | | | 5 years | | |
Total intangible assets
|
| | | $ | 3,070 | | | | | | | | |
| | |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | | $ | 1,209 | | | | | $ | 882 | | |
Deposits on inventory orders
|
| | | | 544 | | | | | | 1,108 | | |
Total prepaid expenses and other current assets
|
| | | $ | 1,753 | | | | | $ | 1,990 | | |
| | |
2020
|
| |
2019
|
| ||||||
Finished goods
|
| | | $ | 6,074 | | | | | $ | 1,732 | | |
Raw materials
|
| | | | 984 | | | | | | 457 | | |
Total inventory
|
| | | $ | 7,058 | | | | | $ | 2,189 | | |
| | |
2020
|
| |
2019
|
| ||||||
Computer equipment
|
| | | $ | 2,239 | | | | | $ | 1,905 | | |
Software purchased
|
| | | | 249 | | | | | | 249 | | |
Internally developed software
|
| | | | 12,001 | | | | | | 6,856 | | |
Leasehold improvements
|
| | | | 684 | | | | | | 642 | | |
Office furniture and equipment
|
| | | | 376 | | | | | | 229 | | |
Less accumulated depreciation and amortization
|
| | | | (5,614) | | | | | | (3,389) | | |
Property and equipment, net
|
| | | $ | 9,935 | | | | | $ | 6,492 | | |
|
Balance as of January 1, 2019
|
| | | $ | 10,319 | | |
|
Goodwill acquired
|
| | | | — | | |
|
Balance as of December 31, 2019
|
| | | | 10,319 | | |
|
Goodwill acquired
|
| | | | 1,917 | | |
|
Balance as of December 31, 2020
|
| | | $ | 12,236 | | |
| | |
Customer
Relationships |
| |
Developed
Technology |
| |
Trademarks
and Trade Names |
| |
Total
|
| ||||||||||||
Balance as of January 1, 2019
|
| | | $ | 10,840 | | | | | $ | 4,472 | | | | | $ | 653 | | | | | $ | 15,965 | | |
Intangible assets acquired
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amortization
|
| | | | (1,695) | | | | | | (1,317) | | | | | | (468) | | | | | | (3,480) | | |
Balance as of December 31, 2019
|
| | | | 9,145 | | | | | | 3,155 | | | | | | 185 | | | | | | 12,485 | | |
Intangible assets acquired
|
| | | | 170 | | | | | | 2,900 | | | | | | — | | | | | | 3,070 | | |
Amortization
|
| | | | (1,709) | | | | | | (1,801) | | | | | | (185) | | | | | | (3,695) | | |
Balance as of December 31, 2020
|
| | | $ | 7,606 | | | | | $ | 4,254 | | | | | $ | — | | | | | $ | 11,860 | | |
| | |
Historical
Cost |
| |
Accumulated
Amortization |
| |
2020 Net
Balance |
| |
Weighted-Average
Life |
| |||||||||
Customer relationships
|
| | | $ | 17,120 | | | | | $ | 9,514 | | | | | $ | 7,606 | | | |
10 years
|
|
Developed technology
|
| | | | 12,120 | | | | | | 7,866 | | | | | | 4,254 | | | |
7 years
|
|
Trademarks and trade names
|
| | | | 2,340 | | | | | | 2,340 | | | | | | — | | | |
5 years
|
|
Total
|
| | | $ | 31,580 | | | | | $ | 19,720 | | | | | $ | 11,860 | | | | | |
| | |
Historical
Cost |
| |
Accumulated
Amortization |
| |
2019 Net
Balance |
| |
Weighted-Average
Life |
| |||||||||
Customer relationships
|
| | | $ | 16,950 | | | | | $ | 7,805 | | | | | $ | 9,145 | | | |
10 years
|
|
Developed technology
|
| | | | 9,220 | | | | | | 6,065 | | | | | | 3,155 | | | |
7 years
|
|
Trademarks and trade names
|
| | | | 2,340 | | | | | | 2,155 | | | | | | 185 | | | |
5 years
|
|
Total
|
| | | $ | 28,510 | | | | | $ | 16,025 | | | | | $ | 12,485 | | | | | |
Year
|
| |
Amount
|
| |||
2021
|
| | | $ | 3,609 | | |
2022
|
| | | | 2,812 | | |
2023
|
| | | | 2,292 | | |
2024
|
| | | | 2,292 | | |
2025
|
| | | | 783 | | |
Thereafter
|
| | | | 72 | | |
Total
|
| | | $ | 11,860 | | |
| | |
2020
|
| |
2019
|
| ||||||
Bonuses and commissions
|
| | | $ | 371 | | | | | $ | 1,600 | | |
Accrued warranty expense
|
| | | | 125 | | | | | | 110 | | |
Accrued interest expense
|
| | | | 48 | | | | | | 47 | | |
Other accrued expenses
|
| | | | 363 | | | | | | 409 | | |
Total accrued liabilities
|
| | | $ | 907 | | | | | $ | 2,166 | | |
| | |
2020
|
| |
2019
|
| ||||||
Current: | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | — | | |
State
|
| | | | 29 | | | | | | 21 | | |
Total current
|
| | | | 29 | | | | | | 21 | | |
Deferred: | | | | | | | | | | | | | |
Federal
|
| | | | 7 | | | | | | (10) | | |
State
|
| | | | (12) | | | | | | 5 | | |
Total deferred
|
| | | | (5) | | | | | | (5) | | |
Total provision for income taxes
|
| | | $ | 24 | | | | | $ | 16 | | |
| | |
2020
|
| |
2019
|
| ||||||
Tax at statutory federal rate
|
| | | $ | 224 | | | | | $ | (258) | | |
State tax, net of federal benefit
|
| | | | (1) | | | | | | — | | |
Paycheck Protection Program funding
|
| | | | (732) | | | | | | — | | |
Stock compensation
|
| | | | 69 | | | | | | 47 | | |
Other nondeductible expenses
|
| | | | 63 | | | | | | 77 | | |
Change in valuation allowance
|
| | | | 396 | | | | | | 104 | | |
Other differences
|
| | | | 5 | | | | | | 46 | | |
Provision for income taxes
|
| | | $ | 24 | | | | | $ | 16 | | |
| | |
2020
|
| |
2019
|
| ||||||
Deferred Tax Assets: | | | | | | | | | | | | | |
Allowance for bad debts
|
| | | $ | 47 | | | | | $ | 40 | | |
Amortization of intangibles
|
| | | | 1,364 | | | | | | 1,775 | | |
Deferred rent
|
| | | | 99 | | | | | | 94 | | |
Deferred revenue
|
| | | | 2 | | | | | | 2 | | |
Inventory allowance
|
| | | | 37 | | | | | | 14 | | |
UNICAP
|
| | | | 361 | | | | | | 100 | | |
Accrued warranty
|
| | | | 29 | | | | | | 26 | | |
Accrued commissions
|
| | | | 21 | | | | | | — | | |
Transaction costs
|
| | | | 71 | | | | | | — | | |
Interest expense limitation
|
| | | | 240 | | | | | | 173 | | |
Net operating loss
|
| | | | 5,212 | | | | | | 3,719 | | |
| | | | | 7,483 | | | | | | 5,943 | | |
Valuation allowance
|
| | | | (4,663) | | | | | | (4,049) | | |
Total deferred tax assets
|
| | | | 2,820 | | | | | | 1,894 | | |
Deferred Tax Liabilities: | | | | | | | | | | | | | |
Goodwill amortization
|
| | | | (891) | | | | | | (731) | | |
Depreciation
|
| | | | (23) | | | | | | (4) | | |
Capitalized software
|
| | | | (2,009) | | | | | | (1,267) | | |
Total deferred tax liabilities
|
| | | | (2,923) | | | | | | (2,002) | | |
Net deferred tax liability
|
| | | $ | (103) | | | | | $ | (108) | | |
Year
|
| |
Amount
|
| |||
2021
|
| | | $ | 1,276 | | |
2022
|
| | | | 1,311 | | |
2023
|
| | | | 1,346 | | |
2024
|
| | | | 1,382 | | |
2025
|
| | | | 772 | | |
Thereafter
|
| | | | 263 | | |
Total
|
| | | $ | 6,350 | | |
| | |
Number of
Shares |
| |
Weighted-
Average Exercise Price |
| |
Aggregate
Intrinsic Value (in thousands) |
| |
Weighted
Average Contractual Term (years) |
| ||||||||||||
Outstanding at January 31, 2019
|
| | | | 4,483,500 | | | | | $ | 0.37 | | | | | | | | | | | | | | |
Granted
|
| | | | 1,237,000 | | | | | | 1.02 | | | | | | | | | | | | | | |
Cancelled
|
| | | | (109,200) | | | | | | 0.36 | | | | | | | | | | | | | | |
Exercised
|
| | | | (27,300) | | | | | | 0.35 | | | | | $ | 19 | | | | | | | | |
Outstanding at December 31, 2019
|
| | | | 5,584,500 | | | | | | 0.51 | | | | | | | | | | | | | | |
Granted
|
| | | | 362,500 | | | | | | 1.02 | | | | | | | | | | | | | | |
Cancelled
|
| | | | (200,000) | | | | | | 0.69 | | | | | | | | | | | | | | |
Exercised
|
| | | | (15,000) | | | | | | 1.12 | | | | | $ | 2 | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 5,731,500 | | | | | $ | 0.54 | | | | | | | | | | | | | | |
Exercisable at December 31, 2020
|
| | | | 4,135,133 | | | | | $ | 0.42 | | | | | $ | 3,023 | | | | | | 5.4 | | |
Expected to vest at December 31, 2020
|
| | | | 1,596,367 | | | | | | 0.84 | | | | | | 487 | | | | | | 8.3 | | |
Total
|
| | | | 5,731,500 | | | | | $ | 0.54 | | | | | $ | 3,510 | | | | | | 6.2 | | |
| | |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Dividend yield
|
| | | | 0% | | | | | | 0% | | |
Expected term (years)
|
| | | | 6.32 | | | | | | 6.32 | | |
Risk-free interest rate
|
| | | | 0.40% | | | | | | 1.40% | | |
Volatility
|
| | | | 52.80% | | | | | | 48.90% | | |
| | |
2020
|
| |
2019
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net income/(loss)
|
| | | $ | 1,041 | | | | | $ | (1,248) | | |
Allocation of earnings to Series A-1 and A-2 preferred stock
|
| | | | (852) | | | | | | — | | |
Numerator for basic EPS – net income/(loss) available to common shares
|
| | | $ | 189 | | | | | $ | (1,248) | | |
Effect of dilutive securities:
|
| | | | | | | | | | | | |
Add back allocation of earnings to Series A-1 and A-2 preferred stock
|
| | | | 852 | | | | | | — | | |
Numerator for diluted EPS – net income/(loss) available to common
shares after assumed conversions |
| | | $ | 1,041 | | | | | $ | (1,248) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares of Class A common
|
| | | | 457,849 | | | | | | 35,419 | | |
Weighted average shares of Class B common
|
| | | | 11,000,000 | | | | | | 11,000,000 | | |
Weighted average shares of redeemable Class A common
|
| | | | 534,278 | | | | | | — | | |
Denominator for basic EPS – weighted average shares
|
| | | | 11,992,127 | | | | | | 11,035,419 | | |
Effect of dilutive securities:
|
| | | | | | | | | | | | |
Series A-1 and A-2 preferred stock
|
| | | | 53,924,450 | | | | | | — | | |
Stock options – Class A common
|
| | | | 3,227,763 | | | | | | — | | |
Restricted stock units – Class A common
|
| | | | 98,958 | | | | | | — | | |
Denominator for diluted EPS – adjusted weighted average shares
|
| | | | 69,243,298 | | | | | | 11,035,419 | | |
Earnings per share: | | | | | | | | | | | | | |
Net earnings (loss) per share, basic
|
| | | $ | 0.02 | | | | | $ | (0.11) | | |
Net earnings (loss) per share, diluted
|
| | | $ | 0.02 | | | | | $ | (0.11) | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 1,445 | | | | | $ | 1,863 | | |
Accounts receivable, net
|
| | | | 9,590 | | | | | | 7,203 | | |
Inventory
|
| | | | 5,485 | | | | | | 7,058 | | |
Prepaid expenses and other current assets
|
| | | | 4,366 | | | | | | 1,753 | | |
Total current assets
|
| | | | 20,886 | | | | | | 17,877 | | |
Property and equipment, net
|
| | | | 10,890 | | | | | | 9,935 | | |
Intangible assets, net
|
| | | | 9,153 | | | | | | 11,860 | | |
Goodwill
|
| | | | 12,236 | | | | | | 12,236 | | |
Other assets
|
| | | | 615 | | | | | | 548 | | |
Total assets
|
| | | $ | 53,780 | | | | | $ | 52,456 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,644 | | | | | $ | 4,963 | | |
Due to related parties
|
| | | | 3,186 | | | | | | 2,194 | | |
Accrued liabilities
|
| | | | 3,250 | | | | | | 907 | | |
Deferred revenue
|
| | | | 502 | | | | | | 553 | | |
Current portion of long term debt
|
| | | | 11,928 | | | | | | — | | |
Total current liabilities
|
| | | | 23,510 | | | | | | 8,617 | | |
Long term debt
|
| | | | — | | | | | | 9,866 | | |
Deferred tax liabilities
|
| | | | 103 | | | | | | 103 | | |
Other liabilities
|
| | | | 411 | | | | | | 427 | | |
Total liabilities
|
| | | | 24,024 | | | | | | 19,013 | | |
Commitments and contingencies (Note 12) | | | | | | | | | | | | | |
Mezzanine equity: | | | | | | | | | | | | | |
Redeemable Class A common stock, 480,730 shares
|
| | | | 1,923 | | | | | | 1,923 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Series A-1 preferred stock, par value $0.001; 41,000,000 shares authorized, issued and outstanding
|
| | | | 41 | | | | | | 41 | | |
Series A-2 preferred stock, par value $0.001; 18,799,200 shares authorized; 12,924,450 shares issued and outstanding
|
| | | | 13 | | | | | | 13 | | |
Class A common stock, par value $0.001; 100,000,000 shares authorized; 869,330 and 532,705 shares issued and outstanding, respectively
|
| | | | 1 | | | | | | 1 | | |
Class B common stock, par value $0.001; 52,000,000 shares authorized; 11,000,000 shares issued and outstanding
|
| | | | 11 | | | | | | 11 | | |
Additional paid-in capital
|
| | | | 49,866 | | | | | | 49,580 | | |
Accumulated deficit
|
| | | | (22,122) | | | | | | (18,204) | | |
Accumulated other comprehensive income
|
| | | | 23 | | | | | | 78 | | |
Total stockholders’ equity
|
| | | | 27,833 | | | | | | 31,520 | | |
Total liabilities, mezzanine equity and stockholders’ equity
|
| | | $ | 53,780 | | | | | $ | 52,456 | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Revenues | | | | | | | | | | | | | |
Subscription revenue
|
| | | $ | 22,639 | | | | | $ | 18,679 | | |
Hardware and other revenue
|
| | | | 31,049 | | | | | | 23,318 | | |
Total revenues
|
| | | | 53,688 | | | | | | 41,997 | | |
Cost of revenues(1) | | | | | | | | | | | | | |
Subscription revenue (related party amounts of $4,836 and $3,493, respectively)
|
| | | | 6,977 | | | | | | 5,066 | | |
Hardware and other revenue (related party amounts of $2,887 and $1,793, respectively)
|
| | | | 15,398 | | | | | | 11,309 | | |
Total cost of revenues
|
| | | | 22,375 | | | | | | 16,375 | | |
Operating expenses | | | | | | | | | | | | | |
Sales and marketing
|
| | | | 15,448 | | | | | | 11,429 | | |
Research and development
|
| | | | 7,973 | | | | | | 5,409 | | |
General and administrative
|
| | | | 5,747 | | | | | | 5,583 | | |
Depreciation and amortization
|
| | | | 5,368 | | | | | | 4,177 | | |
Total operating expenses
|
| | | | 34,536 | | | | | | 26,598 | | |
Loss from operations
|
| | | | (3,223) | | | | | | (976) | | |
Other income (expense), net | | | | | | | | | | | | | |
Interest expense
|
| | | | (692) | | | | | | (803) | | |
Foreign exchange transaction loss
|
| | | | (3) | | | | | | (2) | | |
Other income
|
| | | | — | | | | | | 3,485 | | |
(Loss)/income before income taxes
|
| | | | (3,918) | | | | | | 1,704 | | |
Income tax provision
|
| | | | — | | | | | | 2 | | |
Net (loss)/income
|
| | | $ | (3,918) | | | | | $ | 1,702 | | |
Per share information: | | | | | | | | | | | | | |
Earnings (loss) per common share: | | | | | | | | | | | | | |
Basic
|
| | | $ | (0.32) | | | | | $ | 0.03 | | |
Diluted
|
| | | $ | (0.32) | | | | | $ | 0.02 | | |
Weighted average common shares outstanding: | | | | | | | | | | | | | |
Basic
|
| | | | 12,250,900 | | | | | | 11,973,499 | | |
Diluted
|
| | | | 12,250,900 | | | | | | 69,229,207 | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Net (loss)/income
|
| | | $ | (3,918) | | | | | $ | 1,702 | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (55) | | | | | | (4) | | |
Comprehensive (loss)/income
|
| | | $ | (3,973) | | | | | $ | 1,698 | | |
| | |
Redeemable Class A
Common Stock |
| | |
Series A-1
Preferred Stock |
| |
Series A-2
Preferred Stock |
| |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
Treasury Stock
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Accumulated
Other Comprehensive Income/(Loss) |
| |
Total
Stockholders’ Equity |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shares
|
| |
Amount
|
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance at January 1, 2020
|
| | | | — | | | | | $ | — | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 37,050 | | | | | $ | — | | | | | | 11,000,000 | | | | | $ | 11 | | | | | | — | | | | | $ | — | | | | | $ | 48,741 | | | | | $ | (19,245) | | | | | $ | (3) | | | | | $ | 29,558 | | |
Issuance of stock for acquisition
|
| | | | 980,730 | | | | | | 3,923 | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 500,000 | | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,574 | | | | | | — | | | | | | — | | | | | | 2,575 | | |
Repurchase of Class A
common stock |
| | | | (500,000) | | | | | | (2,000) | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19,345) | | | | | | — | | | | | | — | | | | | | — | | | | | | 519,345 | | | | | | (2,077) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,077) | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 231 | | | | | | — | | | | | | — | | | | | | 231 | | |
Net income
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,702 | | | | | | — | | | | | | 1,702 | | |
Translation adjustments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4 | | | | | | 4 | | |
Balance at September 30,
2020 |
| | | | 480,730 | | | | | $ | 1,923 | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 517,705 | | | | | $ | 1 | | | | | | 11,000,000 | | | | | $ | 11 | | | | | | 519,345 | | | | | $ | (2,077) | | | | | $ | 51,546 | | | | | $ | (17,543) | | | | | $ | 1 | | | | | $ | 31,993 | | |
Balance at January 1, 2021
|
| | | | 480,730 | | | | | $ | 1,923 | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 532,705 | | | | | $ | 1 | | | | | | 11,000,000 | | | | | $ | 11 | | | | | | — | | | | | $ | — | | | | | $ | 49,580 | | | | | $ | (18,204) | | | | | $ | 78 | | | | | $ | 31,520 | | |
Exercise of stock options
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 237,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 86 | | | | | | — | | | | | | — | | | | | | 86 | | |
Stock-based compensation expense
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 98,958 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 200 | | | | | | — | | | | | | — | | | | | | 200 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,918) | | | | | | — | | | | | | (3,918) | | |
Translation adjustments
|
| | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (55) | | | | | | (55) | | |
Balance at September 30,
2021 |
| | | | 480,730 | | | | | $ | 1,923 | | | | | | | 41,000,000 | | | | | $ | 41 | | | | | | 12,924,450 | | | | | $ | 13 | | | | | | 869,330 | | | | | $ | 1 | | | | | | 11,000,000 | | | | | $ | 11 | | | | | | — | | | | | $ | — | | | | | $ | 49,866 | | | | | $ | (22,122) | | | | | $ | 23 | | | | | $ | 27,833 | | |
| | |
Nine Months Ended September 30,
|
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Cash flows from operating activities: | | | | | | | | | | | | | |
Net (loss)/income
|
| | | $ | (3,918) | | | | | $ | 1,702 | | |
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 2,746 | | | | | | 1,428 | | |
Amortization of acquired intangible assets
|
| | | | 2,707 | | | | | | 2,792 | | |
Amortization of deferred financing
|
| | | | 80 | | | | | | 73 | | |
Deferred tax liabilities
|
| | | | — | | | | | | — | | |
Stock-based compensation expense
|
| | | | 200 | | | | | | 231 | | |
Provision for bad debt
|
| | | | 180 | | | | | | 110 | | |
Changes in assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (2,567) | | | | | | (1,005) | | |
Inventories
|
| | | | 1,573 | | | | | | (3,282) | | |
Prepaid expenses and other current assets
|
| | | | (2,613) | | | | | | 315 | | |
Other assets
|
| | | | 76 | | | | | | 61 | | |
Accounts payable
|
| | | | (319) | | | | | | 1,721 | | |
Due to related parties
|
| | | | 992 | | | | | | 560 | | |
Accrued liabilities
|
| | | | 2,343 | | | | | | (1,567) | | |
Deferred revenue
|
| | | | (51) | | | | | | 34 | | |
Other liabilities
|
| | | | (17) | | | | | | 3 | | |
Net cash provided by operating activities
|
| | | | 1,412 | | | | | | 3,176 | | |
Cash flows from investing activities: | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (3,844) | | | | | | (4,599) | | |
Acquisition consideration
|
| | | | — | | | | | | (261) | | |
Net cash used in investing activities
|
| | | | (3,844) | | | | | | (4,860) | | |
Cash flows from financing activities: | | | | | | | | | | | | | |
Loan principal proceeds
|
| | | | 2,000 | | | | | | 19,500 | | |
Loan principal repayments
|
| | | | — | | | | | | (16,500) | | |
Debt financing costs
|
| | | | (17) | | | | | | (164) | | |
Proceeds from exercise of stock options
|
| | | | 86 | | | | | | — | | |
Redemption of Class A common stock
|
| | | | — | | | | | | (2,000) | | |
Net cash provided by financing activities
|
| | | | 2,069 | | | | | | 836 | | |
Decrease in cash
|
| | | | (363) | | | | | | (848) | | |
Cash, beginning of period
|
| | | | 1,863 | | | | | | 1,911 | | |
Effect of exchange rate changes
|
| | | | (55) | | | | | | (4) | | |
Cash, end of period
|
| | | $ | 1,445 | | | | | $ | 1,059 | | |
Supplemental disclosure of cash flow information: | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 612 | | | | | $ | 730 | | |
Cash paid for income taxes
|
| | | $ | 23 | | | | | $ | 21 | | |
Supplemental disclosure of non-cash investing activities: | | | | | | | | | | | | | |
Acquisition of business through issuance of common stock
|
| | | $ | — | | | | | $ | 4,421 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Beginning of period balance
|
| | | $ | 553 | | | | | $ | 132 | | |
Revenue deferred and acquired in current period
|
| | | | 1,133 | | | | | | 568 | | |
Revenue recognized from amounts included in contract liabilities
|
| | | | (1,184) | | | | | | (147) | | |
End of period balance
|
| | | $ | 502 | | | | | $ | 553 | | |
|
Current assets
|
| | | $ | 376 | | |
|
Property and equipment
|
| | | | 37 | | |
|
Intangible assets
|
| | | | 3,070 | | |
|
Goodwill
|
| | | | 1,917 | | |
|
Total assets acquired
|
| | | | 5,400 | | |
|
Current liabilities assumed
|
| | | | (453) | | |
|
Total purchase consideration
|
| | | $ | 4,947 | | |
| | |
Amount
|
| |
Useful Life
|
| |||
Customer relationships
|
| | | $ | 170 | | | |
10 years
|
|
Developed technologies
|
| | | | 2,900 | | | |
5 years
|
|
Total intangible assets
|
| | | $ | 3,070 | | | | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Prepaid expenses
|
| | | $ | 1,758 | | | | | $ | 1,209 | | |
Deposits on inventory orders
|
| | | | 1,673 | | | | | | 544 | | |
Deferred transaction costs
|
| | | | 935 | | | | | | — | | |
Total prepaid expenses and other current assets
|
| | | $ | 4,366 | | | | | $ | 1,753 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Finished goods
|
| | | $ | 4,609 | | | | | $ | 6,074 | | |
Raw materials
|
| | | | 876 | | | | | | 984 | | |
Total inventory
|
| | | $ | 5,485 | | | | | $ | 7,058 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
Computer equipment
|
| | | $ | 2,696 | | | | | $ | 2,239 | | |
Software purchased
|
| | | | 249 | | | | | | 249 | | |
Internally developed software
|
| | | | 15,142 | | | | | | 12,001 | | |
Leasehold improvements
|
| | | | 697 | | | | | | 684 | | |
Office furniture and equipment
|
| | | | 383 | | | | | | 376 | | |
Less accumulated depreciation
|
| | | | (8,277) | | | | | | (5,614) | | |
Property and equipment, net
|
| | | $ | 10,890 | | | | | $ | 9,935 | | |
| | |
Customer
Relationships |
| |
Developed
Technology |
| |
Total
|
| |||||||||
Balance as of December 31, 2020
|
| | | $ | 7,606 | | | | | $ | 4,254 | | | | | $ | 11,860 | | |
Amortization
|
| | | | (1,284) | | | | | | (1,432) | | | | | | (2,707) | | |
Balance as of September 30, 2021
|
| | | $ | 6,322 | | | | | $ | 2,831 | | | | | $ | 9,153 | | |
| | |
Historical
Cost |
| |
Accumulated
Amortization |
| |
Net
Balance |
| |
Weighted-Average
Life |
| |||||||||
Customer relationships
|
| | | $ | 17,120 | | | | | $ | 10,798 | | | | | $ | 6,322 | | | |
10 years
|
|
Developed technology
|
| | | | 12,120 | | | | | | 9,289 | | | | | | 2,831 | | | |
7 years
|
|
Total
|
| | | $ | 29,240 | | | | | $ | 20,087 | | | | | $ | 9,153 | | | | | |
| | |
Historical
Cost |
| |
Accumulated
Amortization |
| |
Net
Balance |
| |
Weighted-Average
Life |
| |||||||||
Customer relationships
|
| | | $ | 17,120 | | | | | $ | 9,514 | | | | | $ | 7,606 | | | |
10 years
|
|
Developed technology
|
| | | | 12,120 | | | | | | 7,866 | | | | | | 4,254 | | | |
7 years
|
|
Trademarks and trade names
|
| | | | 2,340 | | | | | | 2,340 | | | | | | — | | | |
5 years
|
|
Total
|
| | | $ | 31,580 | | | | | $ | 19,720 | | | | | $ | 11,860 | | | | | |
Year
|
| |
Amount
|
| |||
Remainder of 2021
|
| | | $ | 902 | | |
2022
|
| | | | 2,812 | | |
2023
|
| | | | 2,292 | | |
2024
|
| | | | 2,292 | | |
2025
|
| | | | 783 | | |
Thereafter
|
| | | | 72 | | |
Total
|
| | | $ | 9,153 | | |
| | |
September 30
2021 |
| |
December 31,
2020 |
| ||||||
Bonuses and commissions
|
| | | $ | 1,757 | | | | | $ | 371 | | |
Accrued warranty expense
|
| | | | 146 | | | | | | 125 | | |
Accrued interest expense
|
| | | | 51 | | | | | | 48 | | |
Deferred financing costs
|
| | | | 635 | | | | | | — | | |
Other accrued expenses
|
| | | | 661 | | | | | | 363 | | |
Total accrued liabilities
|
| | | $ | 3,250 | | | | | $ | 907 | | |
Year
|
| |
Amount
|
| |||
Remainder of 2021
|
| | | $ | 324 | | |
2022
|
| | | | 1,311 | | |
2023
|
| | | | 1,346 | | |
2024
|
| | | | 1,382 | | |
2025
|
| | | | 1,421 | | |
Thereafter
|
| | | | 912 | | |
Total
|
| | | $ | 6,696 | | |
| | |
Number
of Shares |
| |
Weighted-
Average Exercise Price |
| ||||||
Outstanding at December 31, 2019
|
| | | | 5,584,500 | | | | | $ | 0.51 | | |
Granted
|
| | | | 362,500 | | | | | | 1.02 | | |
Cancelled
|
| | | | (140,000) | | | | | | 0.83 | | |
Exercised
|
| | | | (15,000) | | | | | | 1.02 | | |
Outstanding at September 30, 2020
|
| | | | 5,791,500 | | | | | $ | 0.54 | | |
| | | | | | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 5,731,500 | | | | | $ | 0.54 | | |
Granted
|
| | | | — | | | | | | — | | |
Cancelled
|
| | | | (243,333) | | | | | | 0.91 | | |
Exercised
|
| | | | (237,667) | | | | | | 0.37 | | |
Outstanding at September 30, 2021
|
| | | | 5,250,500 | | | | | $ | 0.53 | | |
Exercisable at September 30, 2021
|
| | | | 4,197,475 | | | | | $ | 0.44 | | |
Expected to vest as of September 30, 2021
|
| | | | 1,053,025 | | | | | $ | 0.87 | | |
Total
|
| | | | 5,250,500 | | | | | $ | 0.53 | | |
| | |
Nine Months Ended
September 30, 2020 |
| |||
Dividend yield
|
| | | | 0% | | |
Expected term (years)
|
| | | | 6.32 | | |
Risk-free interest rate
|
| | | | 0.40% | | |
Volatility
|
| | | | 52.80% | | |
| | |
Number of
Units |
| | |||||
Outstanding at December 31, 2019
|
| | | | — | | | | ||
Granted
|
| | | | 250,000 | | | | ||
Vested
|
| | | | — | | | | ||
Forfeited
|
| | | | — | | | | ||
Outstanding at September 30, 2020
|
| | | | 250,000 | | | | ||
| | | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 187,500 | | | | ||
Granted
|
| | | | — | | | | ||
Vested
|
| | | | (98,958) | | | | ||
Forfeited
|
| | | | — | | | | ||
Outstanding at September 30, 2021
|
| | | | 88,542 | | | |
| | |
2021
|
| |
2020
|
| ||||||
Numerator: | | | | | | | | | | | | | |
Net (loss)/earnings
|
| | | $ | (3,918) | | | | | $ | 1,702 | | |
Allocation of earnings to Series A-1 and A-2 preferred stock
|
| | | | — | | | | | | (1,394) | | |
Numerator for basic EPS – net income/(loss) available to common shares
|
| | | $ | (3,918) | | | | | $ | 308 | | |
Effect of dilutive securities:
|
| | | | | | | | | | | | |
Add back allocation of earnings to Series A-1 and A-2 preferred stock
|
| | | | — | | | | | | 1,394 | | |
| | |
2021
|
| |
2020
|
| ||||||
Numerator for diluted EPS – net income/(loss) available to common
shares after assumed conversions |
| | | $ | (3,918) | | | | | $ | 1,702 | | |
Denominator: | | | | | | | | | | | | | |
Weighted average shares of Class A common
|
| | | | 770,170 | | | | | | 419,219 | | |
Weighted average shares of Class B common
|
| | | | 11,000,000 | | | | | | 11,000,000 | | |
Weighted average shares of redeemable Class A common
|
| | | | 480,730 | | | | | | 554,280 | | |
Denominator for basic EPS – weighted average shares
|
| | | | 12,250,900 | | | | | | 11,973,499 | | |
Effect of dilutive securities:
|
| | | | | | | | | | | | |
Series A-1 and A-2 preferred stock
|
| | | | — | | | | | | 53,924,450 | | |
Stock options – Class A common
|
| | | | — | | | | | | 3,287,487 | | |
Restricted stock units – Class A common
|
| | | | — | | | | | | 106,771 | | |
Denominator for diluted EPS – adjusted weighted average shares
|
| | | | 12,250,900 | | | | | | 69,229,207 | | |
Earnings per share: | | | | | | | | | | | | | |
Net (loss) earnings per share, basic
|
| | | $ | (0.32) | | | | | $ | 0.03 | | |
Net (loss) earnings per share, diluted
|
| | | $ | (0.32) | | | | | $ | 0.02 | | |
| | |
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| Annexes | | | | |
| Annex I Earn-Out Merger Consideration | | |||
| Exhibits | | | | |
| Exhibit A Form of Surviving Pubco Certificate of Incorporation | | |||
| Exhibit B Form of Surviving Pubco Bylaws | |
Defined Term
|
| |
Location of Definition
|
|
Action | | | § 5.09 | |
Agreement | | | Preamble | |
Alternative Transaction Structure | | | § 8.11(e) | |
Antitrust Laws | | | § 8.13(a) | |
Blue Sky Laws | | | § 5.05(b) | |
Business Combination Proposal | | | § 8.05(b) | |
Claims | | | § 8.20 | |
Closing | | | § 3.02 | |
Closing Date | | | § 3.02 | |
Code | | | Recitals | |
Company | | | Preamble | |
Company Board | | | Recitals | |
Company Minority Stockholders | | | § 8.01(a) | |
Company Permits | | | § 5.06 | |
Company Share Award | | | § 5.03(c) | |
Company Stockholder Approval | | | § 5.18 | |
Company Subsidiary | | | § 5.01(a) | |
Company Waiving Parties | | | § 11.12 | |
Confidentiality Agreement | | | § 8.04(b) | |
Continuing Employees | | | § 8.06(a) | |
Conversion | | | § 4.01(b) | |
D&O Tail | | | § Section 8.07(c) | |
Data Security Requirements | | | § 5.13(h) | |
DGCL | | | Recitals | |
Dissenting Shares | | | § 4.05(a) | |
DLLCA | | | Recitals | |
Domestication | | | Recitals | |
Domestication Effective Time | | | § 2.01 | |
Defined Term
|
| |
Location of Definition
|
|
Earn-Out Portion | | | § Section 4.06(a) | |
Earn-Out RSUs | | | § Section 4.06(a) | |
Earn-Out Shares | | | § Section 4.06(a) | |
Employment Matters | | | § 5.11(b) | |
Environmental Permits | | | § 5.15 | |
ERISA Affiliate | | | § 5.10(c) | |
ESPP | | | § 8.17 | |
Exchange Act | | | § 5.23 | |
Exchange Agent | | | § 4.02(a) | |
Exchange Fund | | | § 4.02(a) | |
Exchanged Options | | | § 4.01(c)(iv) | |
Exchanged RSUs | | | § 4.01(c)(v) | |
Financial Statements | | | § 5.07(a) | |
First Articles of Merger | | | § 3.01(a) | |
First Effective Time | | | § 3.01(a) | |
First Merger | | | § 3.01(a) | |
Governmental Authority | | | § 5.05(b) | |
Health Plan | | | § 5.10(k) | |
Initial Surviving Pubco Board | | | § Section 8.19 | |
Intended U.S. Tax Treatment | | | Recitals | |
Interested Party Contract | | | § 5.20 | |
Interested Party Transaction | | | § 5.20 | |
Interim Balance Sheet | | | § 5.07(b) | |
Interim Financial Statements | | | § 5.07(b) | |
IRS | | | § 5.10(b) | |
Law | | | § 5.05(a) | |
Lease | | | § 5.12(b) | |
Lease Documents | | | § 5.12(b) | |
Lookback Date | | | § Section 5.07(d) | |
Material Contracts | | | § 5.16(a) | |
Mergers | | | § 3.01(b) | |
Merger Consideration | | | § 4.01(c)(i) | |
Merger Sub I | | | Preamble | |
Merger Sub I Board | | | Recitals | |
Merger Sub I Common Stock | | | § 6.03(b) | |
Merger Sub II | | | Preamble | |
Merger Sub II Member | | | Recitals | |
NRS | | | Recitals | |
Outside Date | | | § 10.01(b) | |
Outstanding Company Transaction Expenses | | | § 4.04(a) | |
Outstanding SPAC Transaction Expenses | | | § 4.04(b) | |
Payment Spreadsheet | | | § 4.01(a) | |
Payoff Amount | | | § Section 8.21 | |
Defined Term
|
| |
Location of Definition
|
|
Payoff Letter | | | § Section 8.21 | |
PCAOB Audited Financials | | | § 8.14(b) | |
PPACA | | | § 5.10(k) | |
Private Placements | | | Recitals | |
Prospectus | | | § Section 8.20 | |
Proxy Statement | | | § 8.01(a) | |
Registered IP | | | § 5.13(a) | |
Registration Rights and Lock-Up Agreement | | | Recitals | |
Registration Statement | | | § 8.01(a) | |
Remedies Exceptions | | | § 5.04 | |
Representatives | | | § 8.04(a) | |
SEC | | | § 6.07(a) | |
Second Articles of Merger | | | § 3.01(b) | |
Second Certificate of Merger | | | § 3.01(b) | |
Second Effective Time | | | § 3.01(b) | |
Second Merger | | | § 3.01(b) | |
Securities Act | | | § 6.07(a) | |
Service Agreements | | | § 5.10(a) | |
SPAC | | | Preamble | |
SPAC Board | | | Recitals | |
SPAC Affiliate Agreement | | | § 6.22 | |
SPAC Convertible Securities | | | § 8.01(a) | |
SPAC Preference Shares | | | 6.03(a) | |
SPAC Proposals | | | § 8.01(a) | |
SPAC SEC Reports | | | § 6.07(a) | |
SPAC Shareholder Approval | | | § 6.04 | |
SPAC Shareholders’ Meeting | | | § 8.01(a) | |
Sponsor Letter Agreement | | | Recitals | |
Stock Incentive Plan | | | § 8.17 | |
Stockholder Support Agreement | | | Recitals | |
Subscription Agreements | | | Recitals | |
Surviving Corporation | | | § 3.01(a) | |
Surviving Entity | | | § 3.01(b) | |
Surviving Pubco | | | Recitals | |
Surviving Pubco Certificate of Incorporation | | | Recitals | |
Surviving Pubco Bylaws | | | Recitals | |
Tax | | | § 5.14(r) | |
Tax Return | | | § 5.14(r) | |
Terminating Company Breach | | | § 10.01(f) | |
Terminating SPAC Breach | | | § 10.01(g) | |
Top 10 Customers/Resellers | | | § 5.21(b) | |
Top 10 Suppliers | | | § 5.21(a) | |
Trust Fund | | | § 6.13 | |
Defined Term
|
| |
Location of Definition
|
|
WARN | | | § 5.11(b) | |
Written Consent | | | § 8.03 | |
| “Affiliate” | | | in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. | |
| “Applicable Law” | | | means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person. | |
| “Articles” | | | means these amended and restated articles of association of the Company. | |
| “Audit Committee” | | | means the audit committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Business Combination” | | | means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the “target business”), which Business Combination: (a) as long as the securities of the Company are listed on the New York Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least 80 per cent of the net assets held in the Trust Account (net of amounts disbursed to the Company’s management for working capital purposes and excluding the amount of deferred underwriting commission held in the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations. | |
| “business day” | | | means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City. | |
| “Clearing House” | | | means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction. | |
| “Class A Share” | | | means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Class B Share” | | | means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company. | |
| “Company” | | | means the above named company. | |
| “Company’s Website” | | | means the website of the Company and/or its web-address or domain name (if any). | |
| “Compensation Committee” | | | means the compensation committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
|
“Designated Stock Exchange”
|
| | means any United States national securities exchange on which the securities of the Company are listed for trading, including the New York Stock Exchange. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Communication” | | | means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Act. | |
| “Electronic Transactions Act” | | | means the Electronic Transactions Act (2003 Revision) of the Cayman Islands. | |
| “Equity-linked Securities” | | | means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt. | |
| “Exchange Act” | | | means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time. | |
| “Founders” | | | means all Members immediately prior to the consummation of the IPO. | |
| “Independent Director” | | | has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be. | |
| “IPO” | | | means the Company’s initial public offering of securities. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | | means the amended and restated memorandum of association of the Company. | |
| “Nominating and Corporate Governance Committee” | | | means the nominating and corporate governance committee of the board of directors of the Company established pursuant to the Articles, or any successor committee. | |
| “Officer” | | | means a person appointed to hold an office in the Company. | |
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at | |
| | | | a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Over-Allotment Option” | | | means the option of the Underwriters to purchase up to an additional 15 per cent of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions. | |
| “Preference Share” | | | means a preference share of a par value of US$0.0001 in the share capital of the Company. | |
| “Public Share” | | | means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO. | |
| “Redemption Notice” | | | means a notice in a form approved by the Company by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | | means the registered office for the time being of the Company. | |
| “Representative” | | | means a representative of the Underwriters. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Securities and Exchange Commission” | | | means the United States Securities and Exchange Commission. | |
| “Share” | | | means a Class A Share, a Class B Share, or a Preference Share and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | subject to Article 29.4, has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Sponsor” | | | means Crown PropTech Sponsor, LLC, a Delaware limited liability company, and its successors or assigns. | |
| “Statute” | | | means the Companies Act (2021 Revision) of the Cayman Islands. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
| “Trust Account” | | | means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO, will be deposited. | |
| “Underwriter” | | | means an underwriter of the IPO from time to time and any successor underwriter. | |
| By: | | |
/s/ Steve Van Till
|
| | | |
|
Name (Printed): Steve Van Till
Title: President and Chief Executive Officer |
| | | |
| By: | | |
/s/ Richard Chera
|
| | | |
|
Name (Printed): Richard Chera
Title: CEO |
| | | |
| By: | | |
/s/ Venkat Badinehal
|
| | | |
|
Name (Printed): Venkat Badinehal
Title: Managing Director |
| | | |
| By: | | |
/s/ Richard Chera
|
| | | |
|
Name (Printed): Richard Chera
Title: CEO |
| | | |
|
/s/ Richard Chera
Name: Richard Chera
|
| | | |
|
/s/ Pius Springer
Name: Pius Springer
|
| | | |
|
/s/ Mohammad Rasheq Zarif
Name: Mohammad Rasheq Zarif
|
| | | |
|
/s/ Martin Enderle
Name: Martin Enderle
|
| | | |
|
/s/ Melissa Holladay
Name: Melissa Holladay
|
| | | |
|
/s/ Stephen Siegel
Name: Stephen Siegel
|
| | | |
|
/s/ Frits van Paasschen
Name: Frits van Paasschen
|
| | | |
|
/s/ Maurice Zeitouni
Name: Maurice Zeitouni
|
| | ||
|
/s/ Anusha Kukreja
Name: Anusha Kukreja
|
| | | |
Name and Address
|
| |
Class B Ordinary Shares
|
| |
Warrants
|
| ||||||
Sponsor: | | | | | | | | | | | | | |
Crown PropTech Sponsor, LLC
|
| | | | 5,960,000 | | | | | | 4,010,667 | | |
Insiders: | | | | | | | | | | | | | |
Anusha Kukreja
|
| | | | 25,000 | | | | | | — | | |
Maurice Zeitouni
|
| | | | 25,000 | | | | | | — | | |
Melissa Holladay
|
| | | | 50,000 | | | | | | — | | |
Martin Enderle
|
| | | | 50,000 | | | | | | — | | |
Stephen Siegel
|
| | | | 50,000 | | | | | | — | | |
Frits van Paasschen
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| | | | 50,000 | | | | | | — | | |
| Signature of Subscriber: | | | Signature of Joint Subscriber, if applicable: | |
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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| Name of Subscriber: | | | Name of Joint Subscriber, if applicable: | |
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| (Please print. Please indicate name and | | | (Please print. Please indicate name and | |
| Capacity of person signing above) | | | Capacity of person signing above) | |
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| Name in which securities are to be registered | | | Name in which securities are to be registered | |
| (if different from the name of Subscriber listed directly above): | | | (if different from the name of Joint Subscriber listed directly above): | |
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Subscriber’s EIN:
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Joint
Subscriber’s EIN: |
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| Business Address-Street: | | | Mailing Address-Street (if different): | | | ||
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| City, State, Zip: | | | City, State, Zip: | |
| Attn: | | | Attn: | |
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Telephone No.:
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Telephone No.:
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Facsimile No.:
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Facsimile No.:
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Key Company Stockholder
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Number of Shares of
Company Class A Common Stock Owned |
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Number of Shares of
Company Class B Common Stock Owned |
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Number of Shares of
Company Series A-1 Preferred Stock Owned |
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Number of Shares of
Company Series A-2 Preferred Stock Owned |
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Embuia LLC
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| | | | 0 | | | | | | 11,000,000 | | | | | | 41,000,000 | | | | | | 0 | | |
DBV Investments, L.P.
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| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 9,399,600 | | |
Egis Security Fund II, L.P.
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| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 3,524,850 | | |
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Exhibit No.
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Description
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2.1†
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3.1
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| | Amended and Restated Memorandum and Articles of Association of the Registrant (included as Annex B to the proxy statement/prospectus which forms a part of this registration statement). | |
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3.2
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3.3
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4.1*
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4.2*
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4.3*
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4.4*
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5.1+
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| | Opinion of Davis Polk & Wardwell LLP as to the validity of the securities being registered. | |
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8.1+
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| | Opinion of Davis Polk & Wardwell LLP regarding tax matters. | |
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8.2+
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| | Opinion of Latham & Watkins LLP regarding tax matters. | |
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Exhibit No.
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Description
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10.1
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10.2
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| | Form of Subscription Agreement (Convertible Debt Notes), by and between the Registrant and the undersigned subscriber party thereto (included as Annex F to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.3
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| | Amended and Restated Registration Rights Agreement, dated as of November 10, 2021, between Brivo, Inc. and the investors party thereto (included as Annex G to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.4
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| | Stockholder Support Agreement (included as Annex H to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.5
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| | Amendment No. 1 to the Stockholder Support Agreement (included as Annex H-2 to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.6*
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10.7*
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10.8*
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10.9*
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10.10
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10.11#
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10.12#+
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| | Form of Stock Option Award Agreement under Brivo, Inc. 2015 Equity Incentive Plan. | |
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10.13#+
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| | Brivo, Inc. 2022 Incentive Award Plan (included as Annex I to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.14#+
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| | Brivo, Inc. 2022 Employee Stock Purchase Plan (included as Annex J to the proxy statement/prospectus which forms a part of this registration statement). | |
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10.15#+
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| | Employment Agreement by and between Brivo, Inc. and Steven Van Till dated March 1, 2017. | |
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10.16#+
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| | Offer Letter by and between Brivo, Inc. and John Szcygiel dated March 10, 2009. | |
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10.17#+
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| | Offer Letter by and between Brivo, Inc. and Michael Voslow dated June 11, 2016. | |
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10.18+
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| | Form of Waiver and Lockup Agreement by and between the Registrant and the undersigned party thereto. | |
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10.19+
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10.20+
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| | Promissory Note, dated November 30, 2021, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 6, 2021). | |
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23.1
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23.2
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23.3+
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| | Consent of Davis Polk & Wardwell LLP (included as part of Exhibit 5.1). | |
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24.1*
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99.1+
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| | Form of Class A Proxy Card for the Extraordinary General Meeting of the Registrant. | |
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Exhibit No.
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Description
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99.2+
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| | Form of Class B Proxy Card for the Extraordinary General Meeting of the Registrant | |
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99.3*
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99.4*
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99.5*
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101.INS
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| | XBRL Instance Document | |
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101.CAL
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| | XBRL Taxonomy Extension Calculation Linkbase Document | |
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101.SCH
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| | XBRL Taxonomy Extension Schema Document | |
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101.DEF
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| | XBRL Taxonomy Extension Definition Linkbase Document | |
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101.LAB
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| | XBRL Taxonomy Extension Labels Linkbase Document | |
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101.PRE
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| | XBRL Taxonomy Extension Presentation Linkbase Document | |
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107
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Exhibit 10.10
BRIVO, INC.
2015 EQUITY INCENTIVE PLAN
1. Purposes of the Plan. The purposes of this Plan are:
· | to attract and retain the best available personnel for positions of substantial responsibility, |
· | to provide additional incentive to Employees, Directors and Consultants, and |
· | to promote the success of the Company’s business. |
The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.
2. Definitions. As used herein, the following definitions will apply:
(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4 of the Plan.
(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Class A Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.
(c) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units.
(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.
(e) “Board” means the Board of Directors of the Company.
(f) “Change in Control” means the occurrence of any of the following events:
(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or
(ii) Change in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or
(iii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.
For purposes of this Section 2(f), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.
Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.
Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.
(g) “Class A Common Stock” means the Class A Common Stock of the Company.
(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.
(i) “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.
(j) “Company” means Brivo, Inc., a Nevada corporation, or any successor thereto.
-2- |
(k) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.
(l) “Director” means a member of the Board.
(m) “Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of Awards other than Incentive Stock Options, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.
(n) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.
(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
(p) “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.
(q) “Fair Market Value” means, as of any date, the value of Class A Common Stock determined as follows:
(i) If the Class A Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii) If the Class A Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Class A Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or
(iii) In the absence of an established market for the Class A Common Stock, the Fair Market Value will be determined in good faith by the Administrator.
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(r) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.
(s) “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.
(t) “Option” means a stock option granted pursuant to the Plan.
(u) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).
(v) “Participant” means the holder of an outstanding Award.
(w) “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.
(x) “Plan” means this 2015 Equity Incentive Plan.
(y) “Repurchase Price” means, for any particular Acquired Share being repurchased by the Company pursuant to its Repurchase Option under Section 22, the then-current Fair Market Value of the Acquired Share.
(z) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8 of the Plan, or issued pursuant to the early exercise of an Option.
(aa) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.
(bb) “Service Provider” means an Employee, Director or Consultant.
(cc) “Share” means a share of the Class A Common Stock, as adjusted in accordance with Section 13 of the Plan.
(dd) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.
(ee) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).
3. Stock Subject to the Plan.
(a) Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 10,000,000 Shares. The Shares may be authorized but unissued, or reacquired Class A Common Stock.
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(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3(a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to Section 3(b).
(c) Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.
(ii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.
(b) Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:
(i) to determine the Fair Market Value;
-5- |
(ii) to select the Service Providers to whom Awards may be granted hereunder;
(iii) to determine the number of Shares to be covered by each Award granted hereunder;
(iv) to approve forms of Award Agreements for use under the Plan;
(v) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
(vi) to institute and determine the terms and conditions of an Exchange Program;
(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;
(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;
(ix) to modify or amend each Award (subject to Section 18(c) of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option (subject to Section 6(d));
(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;
(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;
(xii) to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that otherwise would be due to such Participant under an Award; and
(xiii) to make all other determinations deemed necessary or advisable for administering the Plan.
(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.
5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.
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6. Stock Options.
(a) Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.
(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.
(d) Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement.
(e) Option Exercise Price and Consideration.
(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Code Section 424(a).
(ii) Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.
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(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash; (2) check; (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion; (5) consideration received by the Company under cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan; (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.
(f) Exercise of Option.
(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.
An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13 of the Plan.
Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.
(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
-8- |
(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.
7. Stock Appreciation Rights.
(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.
(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.
(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.
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(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.
(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:
(i) The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times
(ii) The number of Shares with respect to which the Stock Appreciation Right is exercised.
At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.
8. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.
(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.
(c) Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.
(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.
(e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.
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(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.
(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.
(h) Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.
9. Restricted Stock Units.
(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.
(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion.
(c) Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.
(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.
(e) Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.
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10. Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.
11. Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
12. Limited Transferability of Awards.
(a) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant.
(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than to (i) persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act of 1933, as amended (the “Securities Act”)) through gifts or domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant. Notwithstanding the foregoing sentence, the Administrator, in its sole discretion, may determine to permit transfers to the Company or in connection with a Change in Control or other acquisition transactions involving the Company to the extent permitted by Rule 12h-1(f).
13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award.
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(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.
(c) Merger or Change in Control. In the event of a merger or Change in Control, each outstanding Award will be treated as the Administrator determines (subject to the provisions of the following paragraph) without a Participant’s consent, including, without limitation, that (i) Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a Participant, that the Participant’s Awards will terminate upon or immediately prior to the consummation of such merger or Change in Control; (iii) outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such merger or Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control; (iv) (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or (v) any combination of the foregoing. In taking any of the actions permitted under this subsection 13(c), the Administrator will not be obligated to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly.
In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the event of a merger or Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.
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For the purposes of this subsection 13(c), an Award will be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Class A Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Class A Common Stock in the merger or Change in Control.
Notwithstanding anything in this Section 13(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.
Notwithstanding anything in this Section 13(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.
14. Tax Withholding.
(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).
(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.
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15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.
16. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.
17. Term of Plan. Subject to Section 21 of the Plan, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 18, it will continue in effect for a term of ten (10) years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.
18. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.
(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.
(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.
19. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.
(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.
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20. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.
21. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.
22. Company’s Right to Repurchase Shares Acquired Through Awards.
(a) Repurchase Option.
(i) In the event a Participant’s continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company), have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase any Shares acquired by the Participant under an Award (“Acquired Shares”) at the Repurchase Price per share (the “Repurchase Option”). The Repurchase Option shall terminate as to any Acquired Shares upon the earlier of (i) the first sale of Class A Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.
(ii) The Repurchase Option shall be exercised by the Company by delivering written notice to the Participant or the Participant’s executor (with a copy to the Escrow Holder (as defined in Section 22(b)) AND, at the Company’s option, (1) by delivering to the Participant or the Participant’s executor a check in the amount of the aggregate Repurchase Price, or (2) by the Company canceling an amount of the Participant’s indebtedness to the Company equal to the aggregate Repurchase Price, or (3) by a combination of (1) and (2) so that the combined payment and cancellation of indebtedness equals such aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price in any of the ways described above, the Company shall become the legal and beneficial owner of the Acquired Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Acquired Shares being repurchased by the Company.
(iii) Whenever the Company shall have the right to repurchase the Acquired Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company’s Repurchase Option to purchase all or a part of the Acquired Shares.
(iv) If the Company or its assignee does not elect to exercise the Repurchase Option conferred above by giving the requisite notice within ninety (90) days following the Participant’s termination as a Service Provider, the Repurchase Option shall terminate.
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(b) Escrow of Shares.
(i) To ensure the availability for delivery of the Participant’s Acquired Shares upon exercise of the Repurchase Option by the Company, Participant will, as a condition to the receipt of any Acquired Shares, deliver and deposit with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates representing the Acquired Shares, together with a stock assignment agreement in a form approved by the Administrator (the “Stock Assignment”) duly endorsed in blank. The Acquired Shares and Stock Assignment shall be held by the Escrow Holder, pursuant to joint escrow instructions (in a form approved by the Administrator) of the Company and the Participant until such time as the Company’s Repurchase Option expires.
(ii) The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Acquired Shares in escrow and while acting in good faith and in the exercise of its judgment.
(iii) If the Company or any assignee exercises its Repurchase Option under this Section 22, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer. The Escrow Holder shall have full power of substitution, as the Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such Acquired Shares to the Company upon such termination. The Escrow Holder shall promptly cause new certificates to be issued for the Acquired Shares and shall deliver a certificate to the Company for the repurchased Acquired Shares and to the Participant for the unrepurchased Acquired Shares.
(iv) Subject to the terms of the Plan and the applicable Award Agreement, the Participant shall have all the rights of a shareholder with respect to Acquired Shares while they are held in escrow, including without limitation, the right to vote the Acquired Shares and receive any cash dividends declared thereon.
(v) In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, split-up, share combination, or other change in the corporate structure of the Company affecting the Class A Common Stock, the Acquired Shares shall be increased, reduced or otherwise changed, and by virtue of any such change the Participant shall in his or her capacity as owner of the Acquired Shares be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new or additional or different shares, cash or securities shall thereupon be considered to be “Acquired Shares” and shall be subject to all of the conditions and restrictions which were applicable to the Acquired Shares pursuant to this Section 22. If the Participant receives rights or warrants with respect to any Acquired Shares, such rights or warrants may be held or exercised by the Participant, provided that until such exercise any such rights or warrants and after such exercise any shares or other securities acquired by the exercise of such rights or warrants shall be considered to be Acquired Shares and shall be subject to all of the conditions and restrictions which were applicable to the Acquired Shares pursuant to this Section 22.
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23. Information to Participants. Beginning on the earlier of (i) the date that the aggregate number of Participants under this Plan is five hundred (500) or more and the Company is relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act and (ii) the date that the Company is required to deliver information to Participants pursuant to Rule 701 under the Securities Act, and until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, is no longer relying on the exemption provided by Rule 12h-1(f)(1) under the Exchange Act or is no longer required to deliver information to Participants pursuant to Rule 701 under the Securities Act, the Company shall provide to each Participant the information described in paragraphs (e)(3), (4), and (5) of Rule 701 under the Securities Act not less frequently than every six (6) months with the financial statements being not more than 180 days old and with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant to this section confidential, then the Company will not be required to provide the information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act or Rule 701 of the Securities Act.
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APPENDIX A
To
2015 EQUITY INCENTIVE PLAN
(for California residents only, to the extent required by 25102(o))
This Appendix A to the Brivo, Inc. 2015 Equity Incentive Plan shall apply only to the Participants who are residents of the State of California and who are receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided by this Appendix A. Notwithstanding any provisions contained in the Plan to the contrary and to the extent required by Applicable Laws, the following terms shall apply to all Awards granted to residents of the State of California, until such time as the Administrator amends this Appendix A or the Administrator otherwise provides.
(a) The term of each Option shall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years from the date of grant thereof.
(b) Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).
(c) If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than thirty (30) days following the date of the Participant’s termination, to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination.
(d) If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall not be less than six (6) months following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination.
(e) If a Participant dies while a Service Provider, the Option may be exercised within such period of time as specified in the Award Agreement, which shall not be less than six (6) months following the date of the Participant’s death, to the extent the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination.
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(f) No Award shall be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the stockholders.
(g) In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award; provided, however, that the Administrator will make such adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent the Company is relying upon the exemption afforded thereby with respect to the Award.
(h) This Appendix A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Appendix A in accordance with Section 18 of the Plan.
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Exhibit 10.11
BRIVO, INC.
2015 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
I. | NOTICE OF STOCK OPTION GRANT |
Name: | |
Address: |
The undersigned Participant has been granted an Option to purchase Class A Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:
Vesting Schedule:
This Option shall be exercisable, in whole or in part, according to the following vesting schedule:
Twenty percent (20%) of the Shares subject to the Option shall vest on the one (1) year anniversary of the Vesting Commencement Date, and one-sixtieth (1/60th) of the Shares subject to the Option shall vest each month thereafter on the same day of the month as the Vesting Commencement Date (and if there is no corresponding day, on the last day of the month), subject to Participant continuing to be a Service Provider through each such date.
Termination Period:
This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.
II. AGREEMENT
1. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section 18 of the Plan, in the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.
If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such nonqualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.
2. Exercise of Option.
(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.
(b) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in the form attached as Exhibit A (the “Exercise Notice”) or in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option, the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.
No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares.
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3. Participant’s Representations. In the event the Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is exercised, Participant shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.
4. Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Class A Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Class A Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on (i) the publication or other distribution of research reports and (ii) analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).
Participant agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Class A Common Stock (or other securities) of the Company, Participant shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in this Section 4 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions with respect to the shares of Class A Common Stock (or other securities) subject to the foregoing restriction until the end of said one hundred and eighty (180) day (or other) period. Participant agrees that any transferee of the Option or shares acquired pursuant to the Option shall be bound by this Section 4.
5. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:
(a) cash;
(b) check;
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(c) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan; or
(d) surrender of other Shares which (i) shall be valued at its Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests, if accepting such Shares, in the sole discretion of the Administrator, shall not result in any adverse accounting consequences to the Company.
6. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.
7. Non-Transferability of Option.
(a) This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.
(b) Further, until the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, or after the Administrator determines that it is, will, or may no longer be relying upon the exemption from registration of Options under the Exchange Act as set forth in Rule 12h-1(f) promulgated under the Exchange Act (the “Reliance End Date”), Participant shall not transfer this Option or, prior to exercise, the Shares subject to this Option, in any manner other than (i) to persons who are “family members” (as defined in Rule 701(c)(3) of the Securities Act) through gifts or domestic relations orders, or (ii) to an executor or guardian of Participant upon the death or disability of Participant. Until the Reliance End Date, the Options and, prior to exercise, the Shares subject to this Option, may not be pledged, hypothecated or otherwise transferred or disposed of, including by entering into any short position, any “put equivalent position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act, respectively), other than as permitted in clauses (i) and (ii) of this paragraph.
8. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.
9. Tax Obligations.
(a) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.
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(b) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition. Participant agrees that Participant may be subject to income tax withholding by the Company on the compensation income recognized by Participant.
(c) Code Section 409A. Under Code Section 409A, an Option that vests after December 31, 2004 (or that vested on or prior to such date but which was materially modified after October 3, 2004) that was granted with a per Share exercise price that is determined by the Internal Revenue Service (the “IRS”) to be less than the Fair Market Value of a Share on the date of grant (a “discount option”) may be considered “deferred compensation.” An Option that is a “discount option” may result in (i) income recognition by Participant prior to the exercise of the Option, (ii) an additional twenty percent (20%) federal income tax, and (iii) potential penalty and interest charges. The “discount option” may also result in additional state income, penalty and interest tax to the Participant. Participant acknowledges that the Company cannot and has not guaranteed that the IRS will agree that the per Share exercise price of this Option equals or exceeds the Fair Market Value of a Share on the date of grant in a later examination. Participant agrees that if the IRS determines that the Option was granted with a per Share exercise price that was less than the Fair Market Value of a Share on the date of grant, Participant shall be solely responsible for Participant’s costs related to such a determination.
10. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of Texas.
11. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.
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Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.
PARTICIPANT | BRIVO,INC. | |
Signature | By | |
Print Name | Print Name | |
Title | ||
Residence Address |
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EXHIBIT A
2015 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Brivo, Inc.
7700 Old Georgetown Road
Suite 300
Bethesda, MD 20814
Attention: Corporate Secretary
1. Exercise of Option. Effective as of today, ________________, ____, the undersigned (“Participant”) hereby elects to exercise Participant’s option (the “Option”) to purchase ________________ shares of the Class A Common Stock (the “Shares”) of Brivo, Inc. (the “Company”) under and pursuant to the 2015 Equity Incentive Plan (the “Plan”) and the Stock Option Agreement dated ______________, _____ (the “Option Agreement”).
2. Delivery of Payment. Participant herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.
3. Representations of Participant. Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Class A Common Stock subject to an Award, notwithstanding the exercise of the Option. The Shares shall be issued to Participant as soon as practicable after the Option is exercised in accordance with the Option Agreement. No adjustment shall be made for a dividend or other right for which the record date is prior to the date of issuance except as provided in Section 13 of the Plan.
5. Company’s Right of First Refusal. Before any Shares held by Participant or any transferee (either being sometimes referred to herein as the “Holder”) may be sold or otherwise transferred (including transfer by gift or operation of law), the Company or its assignee(s) shall have a right of first refusal to purchase the Shares on the terms and conditions set forth in this Section 5 (the “Right of First Refusal”).
(a) Notice of Proposed Transfer. The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).
(b) Exercise of Right of First Refusal. At any time within thirty (30) days after receipt of the Notice, the Company and/or its assignee(s) may, by giving written notice to the Holder, elect to purchase all, but not less than all, of the Shares proposed to be transferred to any one or more of the Proposed Transferees, at the purchase price determined in accordance with subsection (c) below.
(c) Purchase Price. The purchase price (“Purchase Price”) for the Shares purchased by the Company or its assignee(s) under this Section 5 shall be the Offered Price. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith.
(d) Payment. Payment of the Purchase Price shall be made, at the option of the Company or its assignee(s), in cash (by check), by cancellation of all or a portion of any outstanding indebtedness of the Holder to the Company (or, in the case of repurchase by an assignee, to the assignee), or by any combination thereof within thirty (30) days after receipt of the Notice or in the manner and at the times set forth in the Notice.
(e) Holder’s Right to Transfer. If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.
(f) Exception for Certain Family Transfers. Anything to the contrary contained in this Section 5 notwithstanding, the transfer of any or all of the Shares during the Participant’s lifetime or on the Participant’s death by will or intestacy to the Participant’s immediate family or a trust for the benefit of the Participant’s immediate family shall be exempt from the provisions of this Section 5. “Immediate Family” as used herein shall mean spouse, lineal descendant or antecedent, father, mother, brother or sister. In such case, the transferee or other recipient shall receive and hold the Shares so transferred subject to the provisions of this Section 5, and there shall be no further transfer of such Shares except in accordance with the terms of this Section 5.
(g) Termination of Right of First Refusal. The Right of First Refusal shall terminate as to any Shares upon the earlier of (i) the first sale of Class A Common Stock of the Company to the general public, or (ii) a Change in Control in which the successor corporation has equity securities that are publicly traded.
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6. Repurchase Option.
(a) In the event Participant’s continuous status as a Service Provider terminates for any or no reason (including death or Disability), the Company shall have an option to repurchase the Shares as provided in Section 22 of the Plan (the “Repurchase Option”).
(b) To ensure the availability for delivery of the Shares upon exercise of the Repurchase Option by the Company, Participant will, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the “Escrow Holder”) the share certificates representing the Shares, together with the Assignment Separate from Certificate (the “Stock Assignment”) duly endorsed in blank, attached hereto as Exhibit C-1. Subject to Section 22 of the Plan, the Shares and Stock Assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Participant attached as Exhibit C-2 hereto, until such time as the Company’s Repurchase Option expires.
7. Non-Transferability of Shares. Until the expiration of the Repurchase Option, the Shares may not be transferred in any manner otherwise than by will or by the laws of descent or distribution, subject to Section 22(a) of the Plan. Following the expiration of the Repurchase Option, the Shares may be transferred as permitted by the Company, subject to compliance with (i) Section 4 of Part II of the Option Agreement and (ii) Applicable Laws (as defined in the Plan).
8. Tax Consultation. Participant understands that Participant may suffer adverse tax consequences as a result of Participant’s purchase or disposition of the Shares. Participant represents that Participant has consulted with any tax consultants Participant deems advisable in connection with the purchase or disposition of the Shares and that Participant is not relying on the Company for any tax advice.
9. Restrictive Legends and Stop-Transfer Orders.
(a) Legends. Participant understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SHARES.
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THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FOLLOWING THE EFFECTIVE DATE OF THE UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES SET FORTH IN AN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF BY THE HOLDER PRIOR TO THE EXPIRATION OF SUCH PERIOD WITHOUT THE CONSENT OF THE COMPANY OR THE MANAGING UNDERWRITER.
(b) Stop-Transfer Notices. Participant agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
(c) Refusal to Transfer. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Exercise Notice or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred.
10. Successors and Assigns. The Company may assign any of its rights under this Exercise Notice to single or multiple assignees, and this Exercise Notice shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Exercise Notice shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.
11. Interpretation. Any dispute regarding the interpretation of this Exercise Notice shall be submitted by Participant or by the Company forthwith to the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Administrator shall be final and binding on all parties.
12. Governing Law; Severability. This Exercise Notice is governed by the internal substantive laws, but not the choice of law rules, of Texas. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Exercise Notice shall continue in full force and effect.
13. Entire Agreement. The Plan and Option Agreement are incorporated herein by reference. This Exercise Notice, the Plan, the Option Agreement and the Investment Representation Statement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant.
(signature page follows)
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Submitted by: | Accepted by: | |
PARTICIPANT | bRIVO,INC. | |
Signature | By | |
Print Name | Print Name | |
Title | ||
Address: | Address: | |
7700 Old Georgetown Rd, Suite 300 | ||
Bethesda, MD 20814 | ||
Date Received |
-5- |
EXHIBIT B
INVESTMENT REPRESENTATION STATEMENT
PARTICIPANT | : | |
COMPANY | : | BRIVO,INC. |
SECURITY | : | CLASS A COMMON STOCK |
AMOUNT | : | |
DATE | : |
In connection with the purchase of the above-listed Securities, the undersigned Participant represents to the Company the following:
(a) Participant is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities. Participant is acquiring these Securities for investment for Participant’s own account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
(b) Participant acknowledges and understands that the Securities constitute “restricted securities” under the Securities Act and have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Participant’s investment intent as expressed herein. In this connection, Participant understands that, in the view of the Securities and Exchange Commission, the statutory basis for such exemption may be unavailable if Participant’s representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one (1) year or any other fixed period in the future. Participant further understands that the Securities must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Participant further acknowledges and understands that the Company is under no obligation to register the Securities. Participant understands that the certificate evidencing the Securities shall be imprinted with any legend required under applicable state securities laws.
(c) Participant is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of the grant of the Option to Participant, the exercise shall be exempt from registration under the Securities Act. In the event the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or such longer period as any market stand-off agreement may require) the Securities exempt under Rule 701 may be resold, subject to the satisfaction of the applicable conditions specified by Rule 144, including in the case of affiliates (1) the availability of certain public information about the Company, (2) the amount of Securities being sold during any three (3) month period not exceeding specified limitations, (3) the resale being made in an unsolicited “broker’s transaction”, transactions directly with a “market maker” or “riskless principal transactions” (as those terms are defined under the Securities Exchange Act of 1934) and (4) the timely filing of a Form 144, if applicable.
In the event that the Company does not qualify under Rule 701 at the time of grant of the Option, then the Securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which may require (i) the availability of current public information about the Company; (ii) the resale to occur more than a specified period after the purchase and full payment (within the meaning of Rule 144) for the Securities; and (iii) in the case of the sale of Securities by an affiliate, the satisfaction of the conditions set forth in sections (2), (3) and (4) of the paragraph immediately above.
(d) Participant further understands that in the event all of the applicable requirements of Rule 701 or 144 are not satisfied, registration under the Securities Act, compliance with Regulation A, or some other registration exemption shall be required; and that, notwithstanding the fact that Rules 144 and 701 are not exclusive, the Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rules 144 or 701 shall have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk. Participant understands that no assurances can be given that any such other registration exemption shall be available in such event.
PARTICIPANT | |
Signature | |
Print Name | |
Date |
-2- |
EXHIBIT C-1
ASSIGNMENT SEPARATE FROM CERTIFICATE
FOR VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto Brivo, Inc. _____________ shares of the Class A Common Stock of Brivo, Inc. standing in my name on the books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint __________________________ to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.
This Stock Assignment may be used only in accordance with the Exercise Notice between Brivo, Inc. and the undersigned dated ______________, _____.
Dated: _______________,____ | Signature: |
INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise its “repurchase option,” as set forth in the Exercise Notice, without requiring additional signatures on the part of the Participant.
EXHIBIT C-2
JOINT ESCROW INSTRUCTIONS
_________________, ____
Corporate Secretary
Brivo, Inc.
7700 Old Georgetown Road
Suite 300
Bethesda, MD 20814
Dear _________________:
As Escrow Agent for both Brivo, Inc. (the “Company”), and the undersigned purchaser of stock of the Company (the “Participant”), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Exercise Notice between the Company and the undersigned dated ______________, _____ (the “Agreement”), in accordance with the following instructions:
1. In the event the Company and/or any assignee of the Company (referred to collectively for convenience herein as the “Company”) exercises the Company’s repurchase option set forth in the Agreement, the Company shall give to Participant and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Participant and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.
2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver the stock assignments, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company’s repurchase option.
3. Participant irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Participant does hereby irrevocably constitute and appoint you as Participant’s attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Participant shall exercise all rights and privileges of a stockholder of the Company while the stock is held by you.
4. Within one hundred and twenty (120) days after cessation of Participant’s continuous service with the Company, or any parent or subsidiary of the Company, you shall deliver to Participant a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company’s repurchase option.
5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Participant, you shall deliver all of the same to Participant and shall be discharged of all further obligations hereunder.
6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.
7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Participant while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.
8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.
9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.
10. You shall not be liable for the outlawing of any rights under the Statute of Limitations with respect to these Joint Escrow Instructions or any documents deposited with you.
11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.
12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.
13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.
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14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.
15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten (10) days advance written notice to each of the other parties hereto.
16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.
17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
18. These Joint Escrow Instructions shall be governed by the internal substantive laws, but not the choice of law rules, of Delaware.
PARTICIPANT | bRIVO,INC. | ||
Signature | By | ||
Print Name | Print Name | ||
Title | |||
Residence Address | |||
ESCROW AGENT | |||
Corporate Secretary | |||
Dated: |
-3- |
Exhibit 23.1
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Crown PropTech Acquisitions (the Company) on Amendment No. 1 to Form S-4 of our report dated January 15, 2021, except for the first paragraph of Note 7 as to which date is February 10, 2021, which includes an explanatory paragraph as to the Company’s ability as a going concern, with respect to our audit of the financial statements of Crown PropTech Acquisitions as of December 31, 2020 and for the period from September 24, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
February 10, 2022
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated December 22, 2021, with respect to the consolidated financial statements of Brivo, Inc. and subsidiaries contained in the Registration Statement and Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts”.
/s/ GRANT THORNTON LLP
Arlington, Virginia
February 11, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form
S-4
(Form Type)
CROWN
PROPTECH ACQUISITIONS*
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security
Class Title |
Fee
Calculation or Carry Forward Rule |
Amount
Registered(5) |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate |
Amount
of
Registration Fee |
|||||||||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||||
Fees to Be Paid | Equity | New Brivo Class A Common Stock(1) | 457 | (f)(1) | 34,500,000 | $ | 9.84 | (6) | $ | 339,312,675.00 | $92.70 per $1,000,000 | $ | 31,454.28 | (9) | ||||||||||||
Equity | Warrants to purchase New Brivo Class A Common Stock(2) | 457 | (f)(1) | 14,213,333 | $ | 0.58 | (8) | $ | 8,299,875.81 | $92.70 per $1,000,000 | $ | 769.40 | (9) | |||||||||||||
Equity | New Brivo Class A Common Stock(3) | — | 14,213,333 | $ | 11.50 | (7) | $ | 163,453,329.50 | $92.70 per $1,000,000 | $ | 15,152.12 | (9) | ||||||||||||||
Equity | New Brivo Class A Common Stock(4) | 457 | (f)(1) | 5,561,266 | $ | 9.84 | (6) | $ | 54,695,885.30 | $92.70 per $1,000,000 | $ | 5,070.31 | (9) | |||||||||||||
Fees Previously Paid | $ | 31,454.28 | ||||||||||||||||||||||||
$ | 769.40 | |||||||||||||||||||||||||
$ | 15,152.12 | |||||||||||||||||||||||||
$ | 5,070.31 | |||||||||||||||||||||||||
Total Offering Amounts | $ | 565,761,765.61 | $ | 52,446.12 | ||||||||||||||||||||||
Total Fees Previously Paid | $ | 52,446.12 | ||||||||||||||||||||||||
Total Fee Offsets | — | |||||||||||||||||||||||||
Net Fee Due | — |
(1) | The number of shares of Class A common stock, par value $0.0001 per share, of New Brivo (as defined below) (the “New Brivo Class A Common Stock”) to be issued in respect of (i) 27,600,000 Class A ordinary shares underlying units issued in Crown’s initial public offering and (ii) 6,900,000 Class B ordinary shares held by Crown PropTech Sponsor, LLC (the “Sponsor”) and certain other holders. |
(2) | The number of warrants to acquire shares of New Brivo Class A Common Stock being registered represents (i) 9,200,000 warrants to purchase Class A ordinary shares underlying units issued in Crown’s initial public offering (the “public warrants”) and (ii) 5,013,333 warrants to purchase Class A ordinary shares issued to the Sponsor and certain other holders in a private placement simultaneously with the closing of Crown’s initial public offering (the “private placement warrants” and, together with the public warrants, the “warrants”). |
(3) | The number of shares of New Brivo Class A Common Stock to be issued upon the exercise of (i) 9,200,000 public warrants and (ii) 5,013,333 private placement warrants. The warrants will convert into warrants to acquire shares of New Brivo Class A Common Stock in the Domestication (as defined below). |
(4) | The number of shares of New Brivo Class A Common Stock to be issued in respect of 4,900,952 shares of Brivo Class A common stock (which includes 3,524,850 shares of Brivo Class A Common Stock that will be issued on conversion of an equal number of shares of Brivo Series A-2 preferred stock immediately prior of the consummation of the Business Combination (as defined in the accompanying proxy statement/prospectus) that will be canceled and converted into the right to receive the applicable portion of the merger consideration, comprised of shares of New Brivo Class A Common Stock, as determined pursuant to the Business Combination Agreement (as defined in the accompanying proxy statement/ prospectus). |
(5) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions. |
(6) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of Crown on the New York Stock Exchange (the “NYSE”) on December 20, 2021 ($9.84 per Class A ordinary share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
(7) | Represents the exercise price of the warrants. |
(8) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Crown public warrants on the NYSE on December 20, 2021 ($0.58 per warrant). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. |
(9) | Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $92.70 per $1,000,000 of the proposed maximum aggregate offering price. |
* The business day prior to the consummation of the Business Combination, Crown PropTech Acquisitions, a Cayman Islands exempted company (“Crown”), intends to effect a deregistration and a transfer by way of continuation to Delaware pursuant to Part XII of the Companies Act (As Revised) of the Cayman Islands and Section 388 of the Delaware General Corporation Law, pursuant to which Crown’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Brivo, Inc.” upon the consummation of the Domestication. As used herein, “New Brivo” refers to Crown after giving effect to the Domestication.
1
Table 2: Fee Offset Claims and Sources
N/A
Table 3: Combined Prospectuses
N/A
2