UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 5, 2024
CROWN PROPTECH ACQUISITIONS
(Exact Name of Registrant as Specified in its
Charter)
| Cayman Islands |
|
001-40017 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
40 West 57th Street, 29th Floor
New York, NY |
|
10019 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 796-4796
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
N/A |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CPTK.U |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 7.01. Regulation FD Disclosure.
On August 2, 2024, Crown PropTech Acquisitions, a Cayman Islands
exempted company (the “Company”) filed a definitive proxy statement on Schedule 14A (File No: 001-40017) for the purpose of
calling an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”) to be held at the Company’s
offices, located at 40 West 57th Street, 29th Floor, New York, NY 10019, on August 9, 2024 at 11:00 a.m. ET,
to approve an extension of time for the Company to consummate an initial business combination from August 11, 2024 to May 11, 2025
(the “Extension Proposal”). The deadline by which shareholders must exercise their redemption rights in connection with the
Extraordinary General Meeting is 5:00 p.m. ET, on August 7, 2024, which is two business days prior to the Extraordinary General Meeting.
In connection with the Extraordinary General Meeting, the Company and CIIG Management III LLC (“CIIG Management”), the Company’s
co-sponsor, intend to enter into certain non-redemption agreements and assignments of economic interests (the “Non-Redemption Agreements”)
with certain investors (the “Investors”).
The Non-Redemption Agreements provide for the assignment of up to 500,000
Class B ordinary shares, par value $0.0001 per share, held by CIIG Management to the Investors in exchange for such Investors agreeing
to hold and not redeem certain public shares at the Extraordinary General Meeting.
Until the earlier of (a) the consummation of the Company’s initial
business combination; (b) the liquidation of the trust account; and (c) 36 months from consummation of the Company’s initial public
offering (or such later date as may be approved by the Company’s shareholders in accordance with the Company’s charter), the
Company will maintain the investment of funds held in the trust account in (i) interest-bearing United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ICA”), having a maturity of 185 days
or less, (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the ICA, which invest only in direct U.S. government treasury obligations or (iii) in other interest bearing accounts (including demand
deposits) as permitted by the ICA that would not be considered United States government securities within the meaning of the ICA. The
Company further confirms that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due
upon a redemption of the public shares, including in connection with a liquidation of the Company if it does not effect a business combination
prior to its termination date.
The Non-Redemption Agreements, if entered into, are not expected to
increase the likelihood that the Extension Proposal is approved by the Company’s stockholders, but are expected to increase the
amount of funds that remain in the Company’s trust account established in connection with Company’s initial public offering
following the Meeting. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the
Meeting.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND
WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
The foregoing description of the form of Non-Redemption Agreement does
not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit
10.1 and incorporated herein by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extraordinary
General Meeting, the Extension Proposal and related matters. Information regarding the Company’s directors and executive officers
is available in the Company’s Proxy Statement for the Extraordinary General Meeting filed with the SEC on August 2, 2024. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained
in the Proxy Statement.
Additional Information
The Company has filed with the SEC the Proxy Statement in connection
with the Extraordinary General Meeting to consider and vote upon the Extension Proposal and other matters and, beginning on or about August 2,
2024, mailed the Proxy Statement and other relevant documents to its shareholders as of the July 30, 2024 record date for the Extraordinary
General Meeting. The Company’s shareholders and other interested persons are advised to read the Proxy Statement and any other relevant
documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the Extraordinary
General Meeting because these documents contain important information about the Company, the Extension Proposal and related matters. Shareholders
may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC,
without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Crown PropTech Acquisitions, 40 West 57th
Street, 29th Floor, New York, NY 10019, (212) 796-4796.
Forward-Looking Statements
This Current Report on Form 8-K (this “Form 8-K”) includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K
are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or
persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s
Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2024
| CROWN PROPTECH
ACQUISITIONS |
|
| |
|
|
| By: |
/s/ Michael Minnick |
|
| Name: |
Michael Minnick |
|
| Title: |
Co-Chief Executive Officer |
|
Exhibit 10.1
NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC
INTEREST
This Non-Redemption
Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of August 5, 2024 by and among
Crown PropTech Acquisitions (“CPTK”), CIIG III Management LLC (the “Sponsor”) and the undersigned
investor (“Investor”).
RECITALS
WHEREAS, the Sponsor currently holds
5,662,000 Class B ordinary shares, par value $0.0001 per share of CPTK (the “Class B Ordinary Shares,” and the Class
B Ordinary Shares held by the Sponsor, the “Founder Shares”) 1,544,512 of which are subject to assignment under certain
circumstances;
WHEREAS, CPTK expects to hold an
extraordinary general meeting of shareholders (the “Meeting”) for the purpose of approving, among other things, an
amendment to CPTK’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the
date by which CPTK must consummate an initial business combination (the “Initial Business Combination”) by nine (9)
months (the “Extension”);
WHEREAS, the Charter provides
that a shareholder of CPTK may redeem its Class A ordinary shares, par value $0.0001 per share (the “Public Shares”
and together with the Class B Ordinary Shares, the “Ordinary Shares”) in connection with the Charter amendment, on
the terms set forth in the Charter (“Redemption Rights”);
WHEREAS, subject to the terms and
conditions of this Agreement, the Sponsor desires to transfer to Investor, and Investor desires to acquire from the Sponsor, that number
of Founder Shares set forth opposite such Investor’s name on Exhibit A (the “Assigned Securities”), to
be transferred to Investor in connection with CPTK’s completion of its Initial Business Combination, and, prior to the transfer
of the Assigned Securities to Investor, the Sponsor desires to assign the economic benefits of the Assigned Securities to Investor.
NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Investor and the Sponsor hereby agree as follows:
1.1. Upon the
terms and subject to the conditions of this Agreement, the Sponsor agrees that if (a) as of 5:00 PM, New York time, on the date of the
Meeting, Investor holds the Investor Shares (as defined below), (b) Investor does not exercise its Redemption Rights with respect to such
Investor Shares in connection with the Meeting, and (c) the Extension is approved at the Meeting and is effected by CPTK’s filing
with the Cayman Islands Registrar of Companies the Fourth Amended and Restated Memorandum and Articles of Association of CPTK, then the
Sponsor hereby agrees to assign to Investor for no additional consideration the Assigned Securities set forth on Exhibit A, and
the Sponsor agrees to assign to Investor the Economic Interest (as defined below) associated with the Assigned Securities that the Sponsor
has agreed to assign to Investor. “Investor Shares” shall mean [ ] Public Shares. The Sponsor and CPTK agree to promptly
disclose on Form 8-K the aggregate number of Investor Shares subject to the non-redemption agreements with other CPTK shareholders similar
to this Agreement.
1.2. The Sponsor
and Investor hereby agree that the assignment of the Assigned Securities shall be subject to the conditions that (i) the Initial Business
Combination is consummated; and (ii) Investor or its permitted transferees executes the Joinder (as defined below) to that certain Letter
Agreement dated January 17, 2023 (as it exists on the date hereof, the “Letter Agreement”), by and among the CPTK,
the Sponsor, and the other parties thereto. Upon the satisfaction of the foregoing conditions, as applicable, the Sponsor shall promptly
transfer (and no later than two (2) business days following the closing of the Initial Business Combination) the Assigned Securities to
Investor (or its permitted transferees). The Sponsor and CPTK covenant and agree to facilitate such transfer to Investor (or its permitted
transferees) in accordance with the foregoing.
1.3. Adjustment
to Share Amounts. If at any time the number of outstanding Class B Ordinary Shares is increased or decreased by a consolidation, combination,
split or reclassification of the Ordinary Shares or other similar event (other than the conversion of Class B Ordinary Shares to Class
A Ordinary Shares following an Initial Business Combination in accordance with CPTK’s Charter), then, as of the effective date of
such consolidation, combination, split, reclassification or similar event, all share numbers referenced in this Agreement shall be adjusted
in proportion to such increase or decrease in outstanding Ordinary Shares.
1.4. Merger or
Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving
CPTK in which the Ordinary Shares are converted into or exchanged for securities, cash or other property, then, following any such reorganization,
recapitalization, reclassification, consolidation or merger, in lieu of ordinary shares of CPTK, the Sponsor shall transfer, with respect
to each Founder Share to be transferred hereunder, upon the Sponsor’s receipt thereof, the kind and amount of securities, cash or
other property into which such Assigned Securities converted or exchanged.
1.5. Forfeitures,
Transfers, etc. Except as otherwise set forth in the Sponsor LLC Agreement or the Letter Agreement effective as of the date of this
Agreement, Investor shall not be subject to forfeiture, surrenders, claw-backs, transfers, disposals, exchanges or earn-outs for any reason
on the Assigned Securities. Investor acknowledges that, pursuant to the limited liability company operating agreement of the Sponsor (as
it exists on the date hereof, the “Sponsor LLC Agreement”), prior to, or at the time of, the Initial Business Combination,
the Manager of the Sponsor has the authority to cause the Sponsor to subject the Founder Shares to earn-outs, forfeitures, transfers or
other restrictions, or amend the terms under which the Founder Shares were issued or any restrictions or other provisions relating to
the Founder Shares set forth in the instruments establishing the same (including voting in favor of any such amendment) or enter into
any other arrangements with respect to the Founder Shares, and that the Manager is authorized to effectuate such earn-outs, forfeitures,
transfers, restrictions, amendments or arrangements, including arrangements relating to the relaxation or early release of restrictions,
in such amounts and pursuant to such terms as they determine in their sole and absolute discretion for any reason. The Sponsor acknowledges
and agrees that any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements shall apply only to the Founder Shares
other than the Assigned Securities and the terms and conditions applicable to the Assigned Securities shall not be changed as a result
of any such earn-outs, forfeitures, transfers, restrictions, amendments or arrangements.
1.6. Delivery
of Shares; Other Documents. At the time of the transfer of Assigned Securities hereunder, the Sponsor shall deliver the Assigned Securities
to Investor by transfer of book-entry shares effected through CPTK’s transfer agent. The parties to this Agreement agree to execute,
acknowledge and deliver such further instruments and to do all such other acts, as may be necessary or appropriate to carry out the purposes
and intent of this Agreement.
1.7. Assignment
of Registration Rights. Concurrent with the transfer of Assigned Securities to Investor under this Agreement, the Sponsor hereby assigns
all of its rights, duties and obligations to Investor with respect to the Assigned Securities under that certain Registration Rights Agreement,
dated February 8, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”), by and among
CPTK, the Sponsor, and the other shareholders of CPTK signatory thereto, and hereby represents and confirms to Investor that, upon Investor’s
receipt of the Assigned Securities, (i) Investor shall be a “Holder” under the Registration Rights Agreement and (ii) the
Assigned Securities shall be “Registrable Securities” under the Registration Rights Agreement. This Agreement constitutes
the Sponsor’s written notice to CPTK of such assignment in accordance with the Registration Rights Agreement (if required). Investor
and CPTK shall execute the Joinder (as defined below) pursuant to which Investor will be bound by the terms and provisions of the Registration
Rights Agreement as a “Holder” thereunder with respect to the Assigned Securities (upon acquisition thereof) as “Registrable
Securities” thereunder.
1.8. Joinder to
Letter Agreement. In connection with the transfer of the Assigned Securities to Investor, Investor shall execute a joinder to the
Letter Agreement and the Registration Rights Agreement in substantially the form attached here to as Exhibit B (the “Joinder”)
pursuant to which Investor shall agree with CPTK to be bound solely by Section 5 of the Letter Agreement solely with respect to the Assigned
Securities and by the terms and provisions of the Registration Rights Agreement as a “Holder” thereunder with respect to the
Assigned Securities (upon acquisition thereof) as “Registrable Securities” thereunder.
1.9. Termination.
This Agreement and each of the obligations of the undersigned shall terminate on earlier of (a) the failure of CPTK’s shareholders
to approve the Extension at the Meeting, or the determination of CPTK not to proceed to effect the Extension, (b) the fulfillment of all
obligations of parties hereto, (c) the liquidation or dissolution of CPTK or (d) the mutual written agreement of the parties hereto.
| 2. | Assignment of Economic Interest. |
2.1. Upon satisfaction
of the conditions set forth in Section 1.1, the Sponsor hereby assigns to Investor all of its economic right, title and interest in and
to that number of Assigned Securities set forth on Exhibit A (the “Economic Interest”), subject to adjustment
as set forth in Section 2.2. The Economic Interest represents the Sponsor’s right to receive dividends and other distributions made
by the Sponsor pursuant to the Sponsor LLC Agreement allocated to that number of Assigned Securities set forth on Exhibit A represented
by the Founder Shares held directly by the Sponsor.
2.2. If at any time
the number of outstanding Ordinary Shares is increased or decreased by a consolidation, combination, split or reclassification or other
similar event (other than the conversion of Class B Ordinary Shares to shares of Class A ordinary shares following an Initial Business
Combination), then, as of the effective date of such consolidation, combination, split, reclassification or similar event, the number
of shares underlying the Economic Interest shall be adjusted in proportion to such increase or decrease in outstanding Ordinary Shares.
2.3. Investor acknowledges
and agrees that it is not a member of the Sponsor, it has no right to vote on matters of the Sponsor or to vote with respect to any Assigned
Securities, and it has no right to vote Founder Shares prior to transfer of any such shares to Investor pursuant to this Agreement.
2.4. Investor acknowledges
and agrees that if it has a right pursuant to its Economic Interest to receive any dividends or other distributions paid in Ordinary Shares
or other non-cash property that is subject to the transfer restrictions and/or the lockup period set forth in Section 5 of the Letter
Agreement, the Sponsor shall transfer all of its right, title and interest in such dividends or distributions concurrently with the transfer
of the Assigned Securities to such Investor pursuant to Section 1.
2.5. If the conditions
to the transfer of the Founder Shares in Section 1 are not satisfied with respect to any Founder Shares, then Investor shall automatically
assign its Economic Interests in such Founder Shares back to the Sponsor, for no consideration.
| 3. | Representations and Warranties of Investor. Investor represents and warrants to, and agrees with, the Sponsor that: |
3.1. No Government
Recommendation or Approval. Investor understands that no federal or state agency has passed upon or made any recommendation or endorsement
of the offering of the Assigned Securities.
3.2. Accredited
Investor. Investor is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated hereby is being made in
reliance, among other things, on a private placement exemption to “accredited investors” under the Securities Act and similar
exemptions under state law.
3.3. Intent.
Investor is acquiring the Assigned Securities solely for investment purposes, for such Investor’s own account (and/or for the account
or benefit of its members or affiliates, as permitted), and not with a view to the distribution thereof in violation of the Securities
Act and Investor has no present arrangement to sell Assigned Securities to or through any person or entity except as may be permitted
hereunder.
3.4.
Restrictions on Transfer; Trust Account; Redemption Rights.
3.4.1. Investor
acknowledges and agrees that, prior to their transfer hereunder, the Assigned Securities are, and following any transfer to Investor may
continue to be, subject to the Transfer Restrictions and certain other restrictions as set forth in the Letter Agreement.
3.4.2. Investor
acknowledges and agrees that the Assigned Securities are not entitled to, and have no right, interest or claim of any kind in or to, any
monies held in the trust account into which the proceeds of CPTK’s initial public offering were deposited (the “Trust Account”)
or distributed as a result of any liquidation of the Trust Account.
3.4.3. Investor
waives any right that it may have to elect to have CPTK redeem any Investor Shares and agrees not to redeem or otherwise exercise any
right to redeem, the Investor Shares and to reverse and revoke any prior redemption elections made with respect to the Investor Shares
in connection with the Extension. For the avoidance of doubt, nothing in this Agreement is intended to restrict or prohibit Investor’s
ability to redeem any Public Shares other than the Investor Shares, or to trade or redeem any Public Shares (other than the Investor Shares)
in its discretion and at any time or to trade or redeem any Investor Shares in its discretion and at any time after February 11, 2024.
3.4.4. Investor
acknowledges and understands the Assigned Securities are being offered in a transaction not involving a public offering in the United
States within the meaning of the Securities Act and have not been registered under the Securities Act and, if in the future Investor decides
to offer, resell, pledge or otherwise transfer Assigned Securities, such Assigned Securities may be offered, resold, pledged or otherwise
transferred only (A) pursuant to an effective registration statement filed under the Securities Act, (B) pursuant to an exemption from
registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant to any other available exemption from
the registration requirements of the Securities Act, and in each case in accordance with any applicable securities laws of any state or
any other jurisdiction. Investor agrees that, if any transfer of the Assigned Securities or any interest therein is proposed to be made,
as a condition precedent to any such transfer, Investor may be required to deliver to CPTK an opinion of counsel satisfactory to CPTK
that registration is not required with respect to the Assigned Securities to be transferred. Absent registration or another available
exemption from registration, Investor agrees it will not transfer the Assigned Securities.
3.5. Voting.
Investor agrees that it will and will cause its controlled affiliates to vote (or cause to be voted) or execute and deliver a written
consent (or cause a written consent to be executed and delivered) all of the Ordinary Shares owned, as of the applicable record date,
by any of them at the Meeting in favor of the Extension and cause all such shares to be counted as present at the Meeting for purposes
of establishing a quorum.
3.6. Sophisticated
Investor. Investor is sophisticated in financial matters and able to evaluate the risks and benefits of the investment in the Assigned
Securities.
3.7. Risk of Loss.
Investor is aware that an investment in the Assigned Securities is highly speculative and subject to substantial risks. Investor is cognizant
of and understands the risks related to the acquisition of the Assigned Securities, including those restrictions described or provided
for in this Agreement, the Sponsor LLC Agreement and the Letter Agreement pertaining to transferability. Investor is able to bear the
economic risk of its investment in the Assigned Securities for an indefinite period of time and able to sustain a complete loss of such
investment.
3.8. Independent
Investigation. Investor has relied upon an independent investigation of CPTK and has not relied upon any information or representations
made by any third parties or upon any oral or written representations or assurances, express or implied, from the Sponsor or any representatives
or agents of the Sponsor, other than as set forth in this Agreement. Investor is familiar with the business, operations and financial
condition of CPTK and has had an opportunity to ask questions of, and receive answers from CPTK’s management concerning CPTK and
the terms and conditions of the proposed sale of the Assigned Securities and has had full access to such other information concerning
CPTK as Investor has requested. Investor confirms that all documents that it has requested have been made available and that Investor
has been supplied with all of the additional information concerning this investment which Investor has requested.
3.9. Organization
and Authority. If any entity, Investor is duly organized and existing under the laws of the jurisdiction in which it was organized
and it possesses all requisite power and authority to acquire the Assigned Securities, enter into this Agreement and perform all the obligations
required to be performed by Investor hereunder.
3.10. Non-U.S.
Investor. If Investor is not a United States person (as defined by Section 7701(a)(30) of the U.S. Internal Revenue Code of
1986, as amended, and the regulations promulgated thereunder), Investor hereby represents that it has satisfied itself as to its
full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Assigned Securities or any
use of this Agreement, including (i) the legal requirements within its jurisdiction for the acquisition of the Assigned Securities
applicable to it, (ii) any foreign exchange restrictions applicable to such acquisition, (iii) any governmental or other consents
that may need to be obtained by it, and (iv) the income tax and other tax consequences to it, if any, that may be relevant to the
acquisition, holding, redemption, sale, or transfer of the Assigned Securities. Investor’s subscription and payment for and
continued beneficial ownership of the Assigned Securities will not violate any applicable securities or other laws of Investor’s
jurisdiction applicable to it.
3.11. Authority.
This Agreement has been validly authorized, executed and delivered by Investor and is a valid and binding agreement enforceable in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable
principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state
securities laws or principles of public policy.
3.12. No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by Investor of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Investor’s organizational documents, (ii)
any agreement or instrument to which Investor is a party or (iii) any law, statute, rule or regulation to which Investor is subject,
or any order, judgment or decree to which Investor is subject, in the case of clauses (ii) and (iii), that would reasonably be
expected to prevent Investor from fulfilling its obligations under this Agreement.
3.13. No Advice
from Sponsor. Investor has had the opportunity to review this Agreement and the transactions contemplated by this Agreement, the Sponsor
LLC Agreement and the form of Letter Agreement with Investor’s own legal counsel and investment and tax advisors. Except for any
statements or representations of the Sponsor explicitly made in this Agreement, Investor is relying solely on such counsel and advisors
and not on any statements or representations, express or implied, of the Sponsor or any of its representatives or agents for any reason
whatsoever, including without limitation for legal, tax or investment advice, with respect to this investment, the Sponsor, CPTK, the
Assigned Securities, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.
3.14. Reliance
on Representations and Warranties. Investor understands that the Assigned Securities are being offered and sold to Investor in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Sponsor are relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of Investor set forth in this Agreement in order to determine the applicability of such provisions.
3.15. No General
Solicitation. Investor is not subscribing for Assigned Securities as a result of or subsequent to any general solicitation or general
advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio or any seminar or meeting whose attendees have been invited by any general solicitation
or general advertising.
3.16. Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Investor in connection with the acquisition
of the Assigned Securities nor is Investor entitled to or will accept any such fee or commission.
| 4. | Representations and Warranties of Sponsor. The Sponsor represents and warrants to, and agrees with, the Investor that: |
4.1. Power
and Authority. The Sponsor is a limited liability company duly formed and validly existing and in good standing as a limited liability
company under the laws of the State of Delaware and possesses all requisite limited liability company power and authority to enter into
this Agreement and to perform all of the obligations required to be performed by the Sponsor hereunder, including the assignment, sale
and transfer the Assigned Securities.
4.2. Authority.
All corporate action on the part of the Sponsor and its officers, directors and members necessary for the authorization, execution and
delivery of this Agreement and the performance of all obligations of the Sponsor required pursuant hereto has been taken. This Agreement
has been duly executed and delivered by the Sponsor and (assuming due authorization, execution and delivery by Investor) constitutes the
Sponsor’s legal, valid and binding obligation, enforceable against the Sponsor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or
affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except
as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.
4.3. Title
to Securities. The Sponsor is the record and beneficial owner of, and has good and marketable title to, the Assigned Securities and
will, immediately prior to the transfer of the Assigned Securities to Investor, be the record and beneficial owner of the Assigned Securities,
in each case, free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options, voting trusts,
proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions that apply
to the Founder Shares generally and applicable securities laws). The Assigned Securities to be transferred, when transferred to Investor
as provided herein, will be free and clear of all liens, pledges, security interests, charges, claims, encumbrances, agreements, options,
voting trusts, proxies and other arrangements or restrictions of any kind (other than transfer restrictions and other terms and conditions
that apply to the Founder Shares generally and applicable securities laws).
4.4. No Conflicts.
The execution, delivery and performance of this Agreement and the consummation by the Sponsor of the transactions contemplated hereby
do not violate, conflict with or constitute a default under (i) the certificate of formation or the Sponsor LLC Agreement, (ii) any agreement
or instrument to which the Sponsor is a party or by which it is bound (including the Letter Agreement and the Sponsor LLC Agreement) or
(iii) any law, statute, rule or regulation to which the Sponsor is subject or any order, judgment or decree to which the Sponsor is subject.
The Sponsor is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or
make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its
obligations under this Agreement or transfer the Assigned Securities in accordance with the terms hereof.
4.5. No General
Solicitation. The Sponsor has not offered the Assigned Securities by means of any general solicitation or general advertising within
the meaning of Regulation D of the Securities Act, including but not limited to any advertisement, article, notice or other communication
published in any newspaper, magazine, or similar media or broadcast over television or radio or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising.
4.6. Brokers.
No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by the Sponsor in connection with the sale
of the Assigned Securities nor is the Sponsor entitled to or will accept any such fee or commission.
4.7. Transfer
Restrictions. Until termination of this Agreement, the Sponsor shall not transfer any of its Founder Shares representing the economic
benefit of the Assigned Securities other than any transfer pursuant to the Sponsor LLC Agreement in connection with an Initial Business
Combination.
4.8. Reliance
on Representations and Warranties. The Sponsor understands and acknowledges that Investor is relying upon the truth and accuracy of
the representations, warranties, agreements, acknowledgments and understandings of the Sponsor set forth in this Agreement.
| 5. | Trust Account. Until the earlier of (a) the consummation of the Initial Business Combination; (b) the liquidation of the Trust
Account; and (c) 36 months from consummation of CPTK’s initial public offering (or such later date as may be approved by the Company’s
shareholders in accordance with the Company’s Charter), CPTK will maintain the investment of funds held in the Trust Account in
(i) interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
as amended (the “ICA”), having a maturity of 185 days or less, (ii) in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the ICA, which invest only in direct U.S. government treasury obligations
or (iii) in other interest bearing accounts (including demand deposits) as permitted by the ICA that would not be considered United States
government securities within the meaning of the ICA. CPTK further confirms that it will not utilize any funds from its Trust Account to
pay any potential excise taxes that may become due upon a redemption of the Public Shares, including in connection with a liquidation
of CPTK if it does not effect a business combination prior to its termination date. |
| 6. | Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to its principles or rules
of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.
The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions
contemplated hereby. With respect to any suit, action or proceeding relating to the transactions contemplated hereby, the undersigned
irrevocably submit to the jurisdiction of the United States District Court or, if such court does not have jurisdiction, the New York
state courts located in the Borough of Manhattan, State of New York, which submission shall be exclusive. |
| 7. | Assignment; Entire Agreement; Amendment. |
7.1. Assignment.
Any assignment of this Agreement or any right, remedy, obligation or liability arising hereunder by either the Sponsor or Investor to
any person that is not an affiliate of such party shall require the prior written consent of the other party.
7.2. Entire Agreement.
This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes
all prior discussions, agreements and understandings of any and every nature among them relating to the subject matter hereof.
7.3. Amendment.
Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated
other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination
is sought.
7.4. Binding upon
Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal
representatives, successors and permitted assigns.
| 8. | Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given
if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided
or sent by courier (which for all purposes of this Agreement shall include Federal Express or another recognized overnight courier) or
mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may
designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the
scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal
or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be
delivered (a) if by electronic mail, when directed to an electronic mail address at which the party has provided to receive notice; and
(b) if by any other form of electronic transmission, when directed to such party. |
| 9. | Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail
(including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic
Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so
delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. |
| 10. | Survival; Severability. |
10.1. Survival.
The representations, warranties, covenants and agreements of the parties hereto shall survive the closing of the transactions contemplated
hereby.
10.2. Severability.
In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective
if it materially changes the economic benefit of this Agreement to any party.
| 11. | Headings. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. |
| 12. | No Publicity; Disclosure. The Sponsor agrees that it will not, without the prior written consent of Investor, publicly disclose
the name of Investor or any of its affiliates or investment advisors, other than as required by applicable law, rule or regulation, in
which case Sponsor shall provide Investor with prior written notice of such disclosure. The Company shall, by 9:00 a.m., New York City
time, on the first business day immediately following the date of this Agreement, issue one or more press releases or file with the United
States Securities and Exchange Commission a Current Report on Form 8-K (collectively, the “Disclosure Document”) disclosing,
to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby (including by calling out
in the body of the Disclosure Document the provisions of Section 5 hereof) and any other material, nonpublic information that the Company
has provided to Investor at any time prior to the filing of the Disclosure Document. Upon the issuance of the Disclosure Document, to
the Company’s knowledge, Investor shall not be in possession of any material, nonpublic information received from the Company or any of
its officers, directors or employees. |
| 13. | Independent Nature of Rights and Obligations. Nothing contained herein, and no action taken by any party pursuant hereto, shall
be deemed to constitute Investor and the Sponsor as, and the Sponsor acknowledges that Investor and the Sponsor do not so constitute,
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Investor and the Sponsor are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or any
matters, and the Sponsor acknowledges that Investor and the Sponsor are not acting in concert or as a group, and the Sponsor shall not
assert any such claim, with respect to such obligations or the transactions contemplated by this Agreement. |
| 14. | Most Favored Nation. In the event the Sponsor enters
one or more other non-redemption or forward share purchase agreements before or after the execution of this Agreement, the Sponsor represents
that the terms of such other agreements are not materially more favorable to such other investors thereunder than the terms of this Agreement
are in respect of the Investor. In the event that another investor is afforded any such more favorable terms than the Investor, the Sponsor
shall promptly inform the Investor of such more favorable terms in writing, and the Investors shall have the right to elect to have such
more favorable terms included herein, in which case the parties hereto shall promptly amend this Agreement to effect the same. |
[Signature
Page Follows]
IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be duly executed as of the date first above written.
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INVESTOR |
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By: |
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Name: |
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Title: |
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SPONSOR: |
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CIIG Management III LLC |
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By: |
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Name: |
Michael Minnick |
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Title: |
Manager |
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CPTK: |
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CROWN PROPTECH ACQUISITIONS |
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By: |
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Name: |
Michael Minnick |
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Title: |
Chief Executive Officer |
[Signature Page to Non-Redemption
Agreement]
Exhibit A
|
Account |
EIN |
Address |
Founder Shares to be Transferred
/ Economic Interest Assigned |
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|
|
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1
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| 1 | NTD: Equal to 1.0 Founder Share for every 4.0 Investor Shares,
up to 500,000 Founder Shares. |
EXHIBIT B
FORM OF JOINDER
TO
LETTER AGREEMENT
AND
REGISTRATION RIGHTS AGREEMENT
________, 20_
Reference is made to that certain Agreement,
dated as of , 2024 (the “Agreement”), by and between (“Investor”) and CIIG III Management LLC
(the “Sponsor”), pursuant to which Investor acquired securities of Crown PropTech Acquisitions (the “Company”)
from the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Agreement.
By executing this
joinder, Investor hereby agrees, as of the date first set forth above, that Investor (i) shall become a party to that certain Letter Agreement,
dated January 17, 2023 (as it exists on the date of the Agreement, the “Letter Agreement”), by and among the Company,
the Sponsor and the other parties thereto, and the other thereto, solely with respect to Section 5 of the Letter Agreement, and shall
be bound by, and entitled to the rights provided under, the terms and provisions of such section of the Letter Agreement as an Insider
(as defined therein) solely with respect to its Assigned Securities; and (ii) shall become a party to that certain Registration Rights
Agreement, dated February 8, 2021 (as it exists on the date of the Agreement, the “Registration Rights Agreement”),
by and among the Company, the Sponsor, and the other shareholders of the Company signatory thereto, and shall be bound by the terms and
provisions of the Registration Rights Agreement as a Holder (as defined therein) and entitled to the rights of a Holder under the Registration
Rights Agreement and the Assigned Securities (together with any other equity security of the Company issued or issuable with respect to
any such Assigned Securities by way of a share dividend or share split or in connection with a combination of shares, recapitalization,
merger, consolidation or reorganization) shall be “Registrable Securities” thereunder.
For the purposes
of clarity, it is expressly understood and agreed that each provision contained herein, in the Letter Agreement (to the extent applicable
to Investor) and the Registration Rights Agreement is between the Company and Investor, solely, and not between and among Investor and
the other shareholders of the Company signatory thereto.
This joinder may be executed in two
or more counterparts, and by facsimile, all of which shall be deemed an original and all of which together shall constitute one instrument.
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INVESTOR |
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By: |
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Name: |
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Title: |
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| ACKNOWLEDGED AND AGREED: |
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| CROWN PROPTECH ACQUISITIONS |
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| By: |
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| Name: |
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| Title: |
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12
Grafico Azioni Crown PropTech Acquisiti... (NYSE:CPTK)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Crown PropTech Acquisiti... (NYSE:CPTK)
Storico
Da Nov 2023 a Nov 2024
