UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
CROWN PROPTECH ACQUISITIONS
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G25741102
(CUSIP Number)
Michael Minnick
CIIG Management III LLC
40 West 57th Street, 29th Floor
New York, NY 10019
(212) 796-4796
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. G25741102
| 1. |
Name of Reporting Person
CIIG Management III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ Not Applicable | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
5,662,000 (1)(2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
5,662,000 (1)(2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,662,000 (1)(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.4% (1)(2)(3) | |||||
| 14. | Type of Reporting Person
OO | |||||
| (1) | Represents 5,662,000 Class B Ordinary Shares of the Issuer, par value $0.0001 (the “Class B Ordinary Shares”) that will automatically convert into Class A Ordinary Shares of the Issuer, par value $0.0001 (the “Class A Ordinary Shares”, and together with the Class B Ordinary Shares, the “Ordinary Shares”) on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described under the heading “Description of Securities” in the Issuer’s final prospectus filed under Rule 424(b)(4) (File No. 333-252307) with the Securities and Exchange Commission on February 10, 2021 (the “IPO Prospectus”). |
| (2) | Excludes 250,667 Class A Ordinary Shares issuable upon the exercise of 250,667 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s IPO Prospectus. |
| (3) | Based on an aggregate of 34,500,000 Ordinary Shares, outstanding as of January 10, 2023, comprised of 27,600,000 Class A Ordinary Shares, and 6,900,000 Class B Ordinary Shares as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2023 (the “Issuer’s 10-Q”). |
SCHEDULE 13D
CUSIP No. G25741102
| 1. |
Name of Reporting Person
Michael Minnick | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ Not Applicable | |||||
| 6. | Citizenship or Place of Organization
U.S.A. | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
5,662,000 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
5,662,000 (1)(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,662,000 (1)(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.4% (1)(2)(3) | |||||
| 14. | Type of Reporting Person
IN | |||||
| (1) | Represents 5,662,000 Class B Ordinary Shares that will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus. |
| (2) | Excludes 250,667 Class A Ordinary Shares issuable upon the exercise of 250,667 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s IPO Prospectus. |
| (3) | Based on an aggregate of 34,500,000 Ordinary Shares outstanding as of January 10, 2023, comprised of 27,600,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares issued and outstanding as of January 10, 2023, as reported in the Issuer’s 10-Q. |
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A Ordinary Shares, $0.0001 par value per share, of Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Issuer”). The principal executive offices of the Issuer are located at 28 West 25th Street, Floor 6, New York, NY 10010.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by CIIG Management III LLC, a Delaware limited liability company (“CIIG Mgmt III”) and Michael Minnick (together, the “Reporting Persons”).
The Reporting Persons have entered into a joint filing agreement, dated as of January 27, 2023, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.
(b) The address of the principal office of each of the Reporting Persons is 40 West 57th Street, 29th Floor, New York, NY 10019.
(c) CIIG Mgmt III is principally engaged in the business of investment management and investing in securities. Michael Minnick is the sole managing member of CIIG Mgmt III and a co-Chief Executive Officer of the Issuer.
Michael Minnick expressly disclaims beneficial ownership of the Ordinary Shares held by CIIG Mgmt III for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(d) During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) CIIG Mgmt III is organized in the State of Delaware. Michael Minnick is a citizen of the United States of America.
Item 3. Source and Amount of Funds
The Ordinary Shares reported herein as beneficially owned by the Reporting Persons were acquired (or have been deemed to have acquired) pursuant to that certain Securities Assignment Agreement dated as of January 17, 2023, by and among the Issuer, CIIG Mgmt III, Crown PropTech Sponsor, LLC and Richard Chera (the “Securities Assignment Agreement”), a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference.
The 5,662,000 Class B Ordinary Shares acquired pursuant to that certain Securities Assignment Agreement will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus.
The aggregate purchase price for the Class B Ordinary Shares was $20,514. The source of funds for this transaction was cash on hand.
Item 4. Purpose of the Transaction
On January 17, 2023 (the “Closing Date”), the Reporting Persons acquired (or have been deemed to have acquired) beneficial ownership of 5,662,000 Class B Ordinary Shares that will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus. The Class B Ordinary Shares were acquired by the Reporting Persons pursuant to the Securities Assignment Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. Concurrently with the execution of the Securities Assignment Agreement, Michael Minnick was appointed co-Chief Executive Officers of the Issuer.
Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have each agreed (A) to vote their shares in favor of any proposed business combination, (B) not to redeem any shares in connection with such stockholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s charter relating to stockholders’ rights or pre-business combination activity and (C) that the Class B Ordinary Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.
The Reporting Persons may, at any time and from time to time, review or reconsider their positions, change their purposes or formulate plans or proposals with respect to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Ordinary Shares that the Reporting Persons may be deemed to beneficially own is determined in accordance with the rules of the SEC and is based on 27,600,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares issued and outstanding as reported in the Issuer’s 10-Q. Based on the foregoing, the Reporting Persons may be deemed to beneficially own 16.4% of the Issuer’s Ordinary Shares in the aggregate.
At the Closing Date, the Reporting Persons beneficially owned, in the aggregate, 5,662,000 Class B Ordinary Shares.
Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary Shares reported on the cover pages to this Schedule 13D for each such Reporting Person. See also Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Ordinary Shares and the percentage of Ordinary Shares beneficially owned by each of the Reporting Persons.
| (b) | Number of shares to which CIIG Mgmt III (a “Reporting Person”) has: |
Sole power to vote or to direct the vote: 5,662,000
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 5,662,000
Shared power to vote or to direct the vote: 0
Number of shares to which Michael Minnick (a “Reporting Person”) has:
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 5,662,000
Sole power to dispose or to direct the disposition of: 0
Shared power to vote or to direct the vote: 5,662,000
(c) Except as otherwise described in this Schedule 13D, none of the Reporting Persons has effected any transaction related to the Class A Ordinary Shares during the past 60 days.
(d) Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Securities Assignment Agreement
The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
Pursuant to the Securities Assignment Agreement, Crown PropTech Sponsor, LLC sold 5,662,000 Class B Ordinary Shares held by it to CIIG Mgmt III. Concurrently with the execution of the Securities Assignment Agreement, Michael Minnick was appointed co-Chief Executive Officer of the Issuer. Crown PropTech Sponsor, LLC and CIIG Mgmt III are the Issuer’s co-sponsors.
The foregoing description of the Securities Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 2 and is incorporated by reference herein.
Letter Agreement
On January 17, 2023, in accordance with the Securities Assignment Agreement, the Issuer entered into a Letter Agreement (the “Letter Agreement”) with Crown PropTech Sponsor, LLC, CIIG Mgmt III, Mr. Gavin Cuneo, and Mr. Michael Minnick (collectively the “Insiders”), pursuant to which the Insiders agreed to, among other things, (i) waive their redemption rights with respect to their Ordinary Shares in connection with the completion of the Issuer’s business combination; (ii) waive their redemption rights with respect to their Ordinary Shares in connection with a shareholder vote to approve an amendment to the Issuer’ charter (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of its initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their Class B Ordinary Shares if the Issuer fails to complete its initial business combination within 24 months from the closing of its initial public offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete its initial business combination within the prescribed time frame; and (iv) vote any Class B Ordinary Shares held by them and any Class A Ordinary Shares purchased during or after the Issuer’s initial public offering (including in open market and privately-negotiated transactions) in favor of the Issuer’s initial business combination.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 3 and is incorporated by reference herein.
Joinder to Registration Rights Agreement
On January 17, 2023, in connection with the entry into the Securities Assignment Agreement, CIIG Mgmt III entered into that certain joinder to the Registration Rights Agreement (the “RRA Joinder”), dated as of February 8, 2021 by and among the Issuer, Crown PropTech Sponsor, LLC and each of the other parties thereto (the “RRA”) pursuant to which CIIG Mgmt III became a party to the RRA in the same manner as if it was an original signatory to the RRA. Pursuant to the RRA, CIIG Mgmt III and the other parties thereto have customary “demand” and “piggyback” registration rights and the Issuer will bear certain expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the RRA.
The foregoing descriptions of the RRA and the RRA Joinder do not purport to be complete and are qualified in their entirety by reference to the RRA and the RRA Joinder, which are filed as Exhibit 4 and Exhibit 5, respectively, and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: January 27, 2023
| CIIG MANAGEMENT III LLC | ||
| By: | /s/ Michael Minnick | |
| Name: Michael Minnick | ||
| Title: Managing Member | ||
| MICHAEL MINNICK | ||
| /s/ Michael Minnick | ||
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that they are filing this statement on Schedule 13D jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Ordinary Shares, par value $0.0001 per share, of Crown PropTech Acquisitions, a Cayman Islands exempted company, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 27th day of January, 2023.
| CIIG MANAGEMENT III LLC | ||
| By: | /s/ Michael Minnick | |
| Name: Michael Minnick | ||
| Title: Managing Member | ||
| MICHAEL MINNICK | ||
| /s/ Michael Minnick | ||
Exhibit 2
Execution Version
SECURITIES ASSIGNMENT AGREEMENT
This Securities Assignment Agreement (this “Agreement”), dated as of January 17, 2023 is made and entered into by and among Crown PropTech Sponsor, LLC (“Sponsor”), CIIG Management III LLC (the “Purchaser”) and Richard Chera.
WHEREAS, the Sponsor and Crown PropTech Acquisitions (the “Company”) entered into that certain Securities Purchase Agreement, dated as of October 13, 2020 by and between Sponsor and the Company (the “Subscription Agreement”), pursuant to which the Company issued and sold 6,900,000 shares of the Company’s Class B Ordinary Shares, par value $0.0001 per share (the “Class B Ordinary Shares”) to Sponsor;
WHEREAS, in February 2021, the Sponsor transferred (i) 690,000 Class B Ordinary Shares to the Anchor Investors (defined below) and (ii) an aggregate of 250,000 Class B Ordinary Shares to four of the Company’s independent directors and two independent advisors, resulting in the Sponsor owning 5,960,000 Class B Ordinary Shares;
WHEREAS, simultaneously with the consummation of the Company’s initial public offering, the Company consummated a private placement (“Private Placement”) of 5,013,333 Private Placement Warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,520,000. The Private Placement Warrants were sold to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Anchor Investors”);
WHEREAS, on the terms and subject to the conditions set forth in this Agreement, Sponsor wishes to sell, assign and transfer an aggregate of 5,662,000 Class B Ordinary Shares (the “Shares”) and 250,667 Private Placement Warrants (the “PPWs”) held by it to the Purchaser, and the Purchaser wishes to purchase the Shares and the PPWs from Sponsor and be bound by the terms of this Agreement;
WHEREAS, concurrently with this Agreement, each of Gavin Cuneo and Michael Minnick will be appointed co-Chief Executive Officers of the Company and each is an affiliate of the Purchaser;
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Assignment of Class B Ordinary Shares. Sponsor hereby sells, assigns and transfers to the Purchaser, and the Purchaser hereby purchases, the Shares from Sponsor as set forth on Annex I hereto, and the parties hereby further agree that up to 517,500 Class B Ordinary Shares forfeited by the Anchor Investors pursuant to the subscription agreements, as amended, entered into in by the Anchor Investors and the Company in connection with the Company’s initial public offering shall be transferred to the Purchaser as applicable.
Section 2. Assignment of Private Placement Warrants. Sponsor hereby sells, assigns and transfers to the Purchaser, as a “Permitted Transferee” under Section 2.6 of the Warrant Agreement, dated February 8, 2021 between Continental Stock Transfer & Trust Company and the Company (the “Warrant Agreement”) and the Purchaser, as a Permitted Transferee, hereby purchases, the PPWs from Sponsor as set forth on Annex II hereto and agrees to be bound by the transfer restrictions in the Warrant Agreement and the Insider Letter Agreement (defined below).
Section 3. No Conflicts. Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.
Section 4. Representations. (a) The Purchaser represents and warrants as follows: Purchaser hereby acknowledges that an investment in the Shares and the PPWs involves certain significant risks. Purchaser acknowledges and hereby agrees that the Shares and the PPWs will not be transferable under any circumstances unless the Shares and PPWs (or the shares underlying the PPWs) are registered in accordance with federal and state securities laws or an exemption under such laws is available. Purchaser further acknowledges and hereby agrees that the Shares are subject to transfer restrictions as set forth in the Subscription Agreement, the PPWs are subject to transfer restrictions as set forth in the Warrant Agreement, and the Shares and PPWs are subject to transfer restrictions as set forth in the Insider Letter Agreement entered into among the Company, the Sponsor, and the other individual parties thereto, and the lock-up provisions therein. Purchaser further understands that any certificates evidencing the Shares and PPWs will bear a legend (as provided in the Subscription Agreement or the Warrant Agreement, as the case may be) referring to the foregoing transfer restrictions. Each of the Shares and PPWs are being assigned solely for Purchaser’s own account, for investment purposes only, and are not being assigned with a view to or for the resale, distribution, subdivision or fractionalization thereof; and Purchaser has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. Purchaser is able to bear the risk of its investment for an indefinite period of time. Purchaser has been given the opportunity to (i) ask questions of and receive answers from Sponsor and the Company concerning the terms and conditions of the Shares and the PPWs, and the business and financial condition of the Company and (ii) obtain any additional information that Sponsor possesses or can acquire without unreasonable effort or expense that is necessary to assist Purchaser in evaluating the advisability of the receipt of the Shares and PPWs and an investment in the Company. Purchaser is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects. Purchaser is an “accredited investor” as defined in Regulation D promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
(b) Sponsor represents and warrants that it has not engaged in any general solicitation or general advertising within the meaning of Rule 502 under the Securities Act with respect to the offer and sale of the Shares or PPWs.
Section 5. Assignment of Rights. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties.
Section 6. Additional Agreements and Further Assurances.
(a) Legacy Expenses and Payables. Sponsor agrees that it will pay all operating expenses of the Company and the Sponsor (i) incurred and accrued through December 31, 2022 and (ii) otherwise related to the year ended December 31, 2022, including, but not limited to, the following: (A) all costs related to the audit of the Company’s 2022 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year 2022 (e.g., 10-Q and 10-K filings), which, for the avoidance of doubt, may be filed in the calendar year 2023, (C) all costs related to any required tax filings of the Company or the Sponsor for the year ended December 31, 2022 and (D) any other expenses incurred in calendar year 2023 prior to the closing of the Purchaser’s purchase of the Class B Ordinary Shares and the Private Placement Warrants as described herein (the “Transaction”) (collectively, the “Legacy Expenses”); provided, however, that the Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction in an amount up to $1,000,000 with such reimbursement being contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). The Sponsor has agreed to satisfy or settle any liabilities not covered by the Reimbursement and shall provide the Purchaser documented agreements as to such ten business days prior to the closing of the Transaction. For the avoidance of doubt, prior to the consummation of the Transaction, Sponsor shall have obtain a signed letter from Davis Polk & Wardwell LLP (“DPW”) in which DPW attests and agrees that the Sponsor shall be solely responsible for any unpaid legal fees and that DPW shall not have any claim or recourse against the Company for unpaid legal fees.
For the avoidance of doubt, Sponsor hereby agrees to be responsible for the preparation and filing of all the Company’s outstanding regulatory filings for the calendar year 2022, including the Company’s third quarter Form 10-Q and annual report on Form 10-K, and shall also prepare (at its sole cost and expense) and be responsible for any filings to be made by the Sponsor in connection with the Transaction (including, but not limited to, any requisite Section 16 filings or filings on Schedule 13).
(b) Future Expenses and Payables. Each of the Sponsor and the Purchaser agree that they will be responsible for their respective legal expenses incurred to consummate the Transaction, and the Purchaser further agrees that it will be responsible thereafter for any fees and expenses (including but not limited to legal, accounting, printer and transfer agent fees), and any additional consideration (including in the form of Class B Ordinary Shares or other securities) paid to shareholders in connection with the extension of the Company’s maturity date as detailed in the Company’s Amended and Restated Memorandum and Articles of Association. The Purchaser also agrees to be responsible for any operating expenses incurred from the closing date of the Transaction through the closing of the Company’s initial business combination (unless as otherwise described herein), including (A) expenses related to D&O insurance coverage extension, to be split evenly by the Sponsor and Purchaser, (B) monthly operating expenses due to the Company’s transfer agent and (C) quarterly operating expenses due to the Company’s auditor, financial printer, and accounting vendor (it being understood that the Company will provide the Purchaser with relevant documentation regarding the engagement of such vendors detailed in this Section 6(b)).
(c) Waiver of Deferred Discount. Each of the Sponsor and the Purchaser hereby acknowledge that the consummation of the Transactions is contingent upon RBC Capital Markets, LLC (“RBC”), the Company’s underwriter in its initial public offering, waiving any rights it may have to the Deferred Discount (as defined in the Underwriting Agreement entered into by the Company and RBC on February 8, 2021) in a form signed by RBC and agreeable to the Purchaser.
(d) Convertible Note Conversion. Richard Chera, the Company’s current Chief Executive Officer and director, hereby agrees to convert the balance of the convertible note issued to the Company on November 30, 2021 into warrants at a price of $1.50 per warrant pursuant to the terms of such convertible note; provided, however, that Mr. Chera may alternatively elect, at his option, to have the balance of the convertible note paid as part of the Reimbursement so long as the inclusion of such balance does not result in the aggregate amount of Legacy Expenses to exceed $1,000,000.
(e) Trust Account. As of December 31, 2022, the Sponsor represents and warrants that the funds in the Company’s trust account totaled approximately $279,998,549.04.
(f) Additional Expenses. The Sponsor hereby agrees that it will not incur any additional expenses and/or liabilities of the Company unless so approved in writing by the Purchaser.
(g) Advisors. The Sponsor and the Purchaser hereby agree to use the following legal advisors in connection with the Company’s initial business combination: Weil, Gotshal and Manges LLP for M&A matters and Orrick, Herrington & Sutcliffe LLP for capital market matters.
(h) Administrative Services Agreement. In connection with the Company’s initial public offering, the Company and the Sponsor entered into an Administrative Services Agreement pursuant to which the Company agreed to pay the Sponsor or an affiliate thereof a total of up to $15,000 per month for administrative support services. The Sponsor represents and warrants that as of the date hereof it has entered into a letter agreement with the Company pursuant to which the Sponsor represents that (i) no payments have been made by the Company to the Sponsor and no amounts are owed under the Administrative Services Agreement through the date hereof, and (ii) commencing on the date hereof, the Sponsor shall not be entitled to receive any fees or payment of any kind pursuant to the Administrative Services Agreement and the Company shall not be required to pay any such fees or payments.
(i) Founder Share Restriction. It is understood among the parties that the Class B Ordinary Shares owned by the Sponsor shall not be subject to any forfeiture in connection with an initial business combination or any extension of the Company’s duration; provided however the Class B Ordinary Shares owned by the Sponsors will be subject to any contractual restrictions on the same terms as the shares held by the Purchaser (including but not limited to any earnout, lock-up, or any other similar contractual restriction).
(j) Board of Directors. It is understood among the parties that the Company’s current board of directors will retain their positions as members of the board following the consummation of the Transactions until the Company consummates an initial business combination.
(k) Further Assurances. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
Section 7. Miscellaneous. This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
| Crown PropTech Sponsor, LLC | ||
| By: | /s/ Richard Chera | |
| Name: | Richard Chera | |
| Title: | Sole Member | |
| Richard Chera | ||
| /s/ Richard Chera | ||
| Richard Chera | ||
| CIIG Management III LLC | ||
| By: | /s/ Michael Minnick | |
| Name: Michael Minnick | ||
| Acknowledged and Agreed: | ||
| Crown Proptech Acquisitions | ||
| By: | /s/ Richard Chera | |
| Name: Richard Chera | ||
| Title: Chief Executive Officer | ||
[Signature Page to Securities Assignment Agreement]
ANNEX I
| Purchaser’s Name |
Number of Class B Ordinary Shares Transferred |
Purchase Price | ||||||
| CIIG Management III LLC |
5,662,000 | $ | 20,514 | |||||
ANNEX II
| Purchaser’s Name |
Number of PPWs to be Purchased |
Purchase Price | ||||||
| CIIG Management III LLC |
250,667 | $ | 1,203.21 | |||||
Exhibit 5
Execution Version
JOINDER TO REGISTRATION RIGHTS AGREEMENT
This Joinder to Registration Rights Agreement (this “Joinder”) is made this 17th day of January, 2023, by CIIG Management III LLC (the “CIIG”), in respect of that certain Registration Rights Agreement (the “Registration Rights Agreement”), dated as of February 8, 2021, by and among Crown PropTech Acquisitions (the “Company”), Crown PropTech Sponsor, LLC and each of the other parties thereto. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement.
RECITALS:
WHEREAS, the Company desires CIIG to become a securityholder of the Company and CIIG has accepted such offer and agrees to be bound by the binding provisions of the Registration Rights Agreement.
NOW, THEREFORE, for and in good and valuable consideration, the receipt of which is hereby acknowledged, CIIG agrees as follows:
| 1. | CIIG hereby agrees to be bound by the terms and conditions of the Registration Rights Agreement as a party thereunder. |
| 2. | This Joinder shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice or conflicts of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction. |
IN WITNESS WHEREOF, this Joinder has been executed and delivered by the undersigned as of the date set forth above.
| CIIG MANAGEMENT III LLC | ||
| By: | /s/ Michael Minnick | |
| Name: Michael Minnick | ||
| Title: Managing Member | ||
| ACKNOWLEDGED AND AGREED BY: | ||
| CROWN PROPTECH ACQUISITIONS | ||
| By: | /s/ Richard Chera | |
| Name: Richard Chera | ||
| Title: Chief Executive Officer | ||
| CROWN PROPTECH SPONSOR, LLC | ||
| By: | /s/ Richard Chera | |
| Name: Richard Chera | ||
| Title: Manager | ||
Signature Page to Joinder to Registration Rights Agreement