Item 1.01 Entry into a Material Definitive
Agreement.
On May 12, 2022, Crown PropTech
Acquisitions, a Cayman Islands exempted company (“Crown”) entered into a First Amendment (the “First Amendment”)
to that certain Business Combination Agreement, dated November 10, 2021 (as it may be amended, supplemented or otherwise modified from
time to time, the “Business Combination Agreement”), by and among Crown, Crown PropTech Merger Sub I Corp., a Delaware
corporation (“Merger Sub I”), Crown PropTech Merger Sub II LLC, a Delaware limited liability company (“Merger
Sub II”), and Brivo, Inc., a Nevada corporation (“Brivo”).
Pursuant to the Business Combination
Agreement, (a) one day prior to the closing date, Crown will become a Delaware corporation (the “Domestication”) and,
in connection with the Domestication, (i) Crown’s name will be changed to “Brivo, Inc.” (“New Brivo”),
(ii) each then-issued and outstanding Class A ordinary share of Crown will convert automatically into one share of Class A common stock
of New Brivo (“New Brivo Class A Common Stock”), (iii) each then-issued and outstanding Class B ordinary share of Crown
will first convert automatically, on a one-for-one basis, into one Class A ordinary share of Crown and then immediately thereafter convert
automatically, on a one-for-one basis, into one share of New Brivo Class A Common Stock, and (iv) each then-issued and outstanding common
warrant of Crown will convert automatically into one warrant to purchase one share of New Brivo Class A Common Stock; and (b) following
the Domestication and on the closing date, (i) each share of Brivo Series A-1 preferred stock and Brivo Series A-2 preferred stock, respectively,
will be automatically converted into a specified number of shares of Brivo Class B common stock or Brivo Class A common stock, respectively
(the “Conversion”), (ii) following the Conversion, Merger Sub I will merge with and into Brivo, whereupon the separate
corporate existence of Merger Sub I will cease and Brivo will continue as a wholly owned subsidiary of New Brivo and (iii) following the
first merger, Brivo will merge with and into Merger Sub II, whereupon the separate corporate existence of Brivo will cease and Merger
Sub II will continue as the surviving company.
The First Amendment provides
for an amendment to the definition of the “Outside Date” in the Business Combination Agreement and changes the date listed
therein from July 10, 2022 to August 9, 2022 or such later date as may be mutually agreed by Crown and Brivo. All other terms of the Business
Combination Agreement remain unmodified and in full force and effect.
The foregoing
description of the First Amendment is subject to and qualified in its entirety by reference to the full text of the First Amendment,
a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference.
Additional Information About the Proposed Business Combination and
Where To Find It
The proposed business combination will be submitted
to shareholders of Crown for their consideration. Crown filed a registration statement on Form S-4 (the “Registration Statement”)
with the Securities and Exchange Commission (“SEC”) which includes a preliminary proxy statement and will include, when available,
a definitive proxy statement to be distributed to Crown’s shareholders in connection with Crown’s solicitation for proxies
for the vote by Crown’s shareholders in connection with the proposed business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Brivo’s shareholders in
connection with the completion of the proposed business combination. After the Registration Statement has been declared effective, Crown
will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on
the proposed business combination. Crown's shareholders and other interested persons are advised to read the preliminary proxy statement
/ prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with Crown's solicitation
of proxies for its special meeting of shareholders to be held to approve, among other things, the proposed business combination, because
these documents will contain important information about Crown, Brivo and the proposed business combination. Shareholders may also obtain
a copy of the preliminary proxy statement or, once available, the definitive proxy statement as well as other documents filed with the
SEC regarding the proposed business combination and other documents filed with the SEC by Crown, without charge, at the SEC's website
located at www.sec.gov or by directing a request to 667 Madison Avenue, 12th Floor, New York, NY 10065, attention: Nikki Sacks.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN
HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Crown, Brivo and certain of
their respective directors, executive officers and other members of management, employees and consultants may, under SEC rules, be deemed
to be participants in the solicitations of proxies from Crown’s shareholders in connection with the proposed business combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Crown’s shareholders in
connection with the proposed business combination is set forth in the Registration Statement. You can find more information about Crown’s
directors and executive officers in Crown’s Annual Report on Form 10-K for the year ended December 31, 2021, dated April 12, 2022.
Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will
be included in the proxy statement / prospectus when it becomes available. Shareholders, potential investors and other interested persons
should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You
may obtain free copies of these documents from the sources indicated above.
Forward Looking Statements
This report includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,”
“forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,”
“seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and
forecasts of financial and performance metrics, projections of market opportunity and market share, expectations and timing related to
commercial product launches, potential benefits of the proposed business combination and the potential success of Brivo's go-to-market
strategy, and expectations related to the terms and timing of the proposed business combination. These statements are based on various
assumptions, whether or not identified in this report, and on the current expectations of Brivo’s and Crown’s management and
are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended
to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events
and circumstances are beyond the control of Brivo and Crown. These forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits
of the proposed business combination or that the approval of the shareholders of Crown or Brivo is not obtained; the lack of third party
valuation in determining whether or not to pursue the proposed business combination; failure to realize the anticipated benefits of the
proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Brivo; the risk
that the conditions to the financing for the proposed business combination may not be satisfied or waived; the effect of the announcement
or pendency of the proposed business combination on Brivo’s business relationships, performance and business generally; risks that
the proposed business combination disrupts current plans of Brivo and potential difficulties in Brivo employee retention as a result of
the proposed business combination; the ability to implement business plans, forecasts and other expectations after the completion of the
proposed business combination, and identify and realize additional opportunities; Brivo's ability to attract and retain customers; the
combined company's ability to up-sell and cross-sell to customers, including the success of Brivo’s customers’ development
programs, which will drive future revenues; the ability of the combined company to compete effectively and its ability to manage growth;
the amount of redemption requests made by Crown’s public shareholders; the ability of Crown or the combined company to issue equity
or equity-linked securities in connection with the proposed business combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; the risk that the combined company’s securities will not be
approved for listed on the New York Stock Exchange or if approved, that such listing will be maintained; and those factors discussed
in Crown’s Annual Report on Form 10-K for
the year ended December 31, 2021, dated April 12, 2022, and the preliminary proxy statement/prospectus of Crown related to the proposed
business combination dated April 19, 2022 and, when available, Crown’s final proxy statement to be filed with the SEC, in each case,
under the heading “Risk Factors,” and other documents of Crown filed, or to be filed, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking
statements. There may be additional risks that neither Crown nor Brivo presently know or that Crown and Brivo currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect Crown’s and Brivo’s expectations, plans or forecasts of future events and views as of the date of this report. Crown
and Brivo anticipate that subsequent events and developments will cause Crown’s and Brivo’s assessments to change. However,
while Crown and Brivo may elect to update these forward-looking statements at some point in the future, Crown and Brivo specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing Crown’s and Brivo’s assessments
as of any date subsequent to the date of this report. Accordingly, undue reliance should not be placed upon the forward-looking statements.