UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2021

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

For the transition period from to

CROWN PROPTECH ACQUISITIONS

(Exact name of registrant as specified in its charter)


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


667 Madison Avenue, 12^th Floor
New York, NY		10065
(Address of principal executive offices)		(Zip Code)

+1 (212) 563-6400

(Registrant’s telephone number, including area code)

Not Applicable

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

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


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

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

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

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



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

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

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

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


		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Condensed Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2

	Unaudited Condensed Statement of Changes in Shareholders’ Equity for the three months ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES		26


	March 31,
	2021		December 31,
	(Unaudited)		2020
Assets
Current assets:
Cash	$	775,736	$	72,550
Prepaid expenses		611,078		—
Deferred offering costs associated with IPO		—		201,556
Total current assets		1,386,814		274,106
Cash held in Trust account		276,000,000		—
Total assets	$	277,386,814	$	274,106

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	—	$	180,000
Due to related party		24,107		—
Sponsor loans		—		75,000
Total current liabilities		24,107		255,000
Warrant Liabilities		10,660,000		—
Deferred underwriters’ discount		9,660,000		—
Total liabilities		20,344,107		255,000

Commitments
Class A ordinary shares subject to possible redemption, 25,204,270 shares at redemption value		252,042,700		—

Shareholders’ equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 2,395,730 shares and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		240		—
Class 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		4,999,077		(5,894)
Total shareholders’ equity		5,000,007		19,106
Total liabilities and shareholders’ equity	$	277,386,814	$	274,106


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

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

Net income	$	9,611,289

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


	Ordinary Shares						Additional				Total
	Class A			Class B			Paid-In		Retained		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Earnings		Equity
Balance as of December 31, 2020	—	$	—	6,900,000	$	690	$	24,310	$	(5,894)	$	19,106
Sale of Units in Initial Public Offering	27,600,000		2,760	—		—		275,997,240		—		276,000,000
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	(25,204,270)		(2,520)	—		—		(247,433,862)		(4,606,318)		(252,042,700)
Net income	—		—	—		—		—		9,611,289		9,611,289
Balance as of March 31, 2021	2,395,730	$	240	6,900,000	$	690	$	—	$	4,999,077	$	5,000,007


Cash Flows from Operating Activities:
Net income	$	9,611,289
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of warrant liabilities		(10,517,866)
Offering costs allocated to warrants		780,268
Changes in current assets and current liabilities:
Prepaid assets		(611,078)
Due to related party		24,107
Accounts payable		(180,000)
Net cash used in operating activities		(893,280)

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

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

Net Change in Cash		703,186
Cash - Beginning of period		72,550
Cash - Ending of period	$	775,736

Supplemental Disclosure of Non-cash Financing Activities:
Initial value of Class A ordinary shares subject to possible redemption	$	241,645,310
Initial value of warrant liabilities	$	21,177,866
Change in value of Class A ordinary shares subject to possible redemption	$	10,397,390
Deferred underwriters’ discount payable charged to additional paid-in capital	$	9,660,000


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


			Quoted		Significant		Significant
			Prices		Other		Other
			In Active		Observable		Unobservable
	March 31,		Markets		Inputs		Inputs
	2021		(Level 1)		(Level 2)		(Level 3)
Description
Assets:
Mutual Funds held in Trust Account	$	276,000,000	$	276,000,000	$	—	$	—
Liabilities:
Warrant liabilities		10,660,000		—		—		10,660,000
	$	286,660,000	$	276,000,000	$	—	$	10,660,000


	At
	February 11,
	2021
	(Initial			At March 31,
	Measurement)			2021
Stock price	$	10.34		$	9.94
Strike price	$	11.50		$	11.50
Term (in years)		6.00			5.86
Volatility		21.0	%		12.5	%
Risk-free rate		0.64	%		1.10	%
Dividend yield		0.0	%		0.0	%


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


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

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

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

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

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document


	CROWN PROPTECH ACQUISITIONS

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

SEC Form 10-Q filed by Crown PropTech Acquisitions