Crown PropTech (NYSE:CPTK) filed an 8-K this afternoon revealing that its target Brivo intends to terminate their combination agreement.
Last week, Crown received a notice of election from Brivo, that the building solutions provider had elected to terminate the deal since it had not been completed by August 9, the “Outside Date”. But, Crown believes that prior to the termination, Brivo breached the agreement, and EMBUIA LLC, an affiliate of Chairman Dean M. Drako, breached the Stockholder Support Agreement regarding certain actions in connection with a company acquisition proposal.
Although it still remains unclear as to what exactly happened, Crown stated that it now, “intends to vigorously pursue its remedies.”
Additionally, on August 12, Crown’s CFO and board member Dr. Pius announced his resignation from the SPAC, effective immediately, along with board member and chair of the audit committee, Dr. Martin Enderle.
The deal termination comes just a month after PIPE investor Golub Capital LLC terminated its $68 million investment in this combination. Crown had received a notice of election from Golub on July 11 that it had elected to terminate its subscription agreement because the business combination was not consummated by July 9. The SPAC was then forced to seek additional financing in order to satisfy its minimum cash closing condition of at least $75 million.
Crown Proptech intended to fund the deal with about $276 million from its current trust and originally expected a $75 million PIPE led by Golub Capital Credit Opportunities with a strategic investment from Eagle Eye Networks. These PIPE commitments were conditioned upon the deal meeting its minimum cash requirement and other stipulations, however.
As of now, it is unclear whether or not Crown will continue its search for an alternative target for an initial business combination, but the 24-month SPAC has some time on its transaction clock with a deadline of February 11, 2023, roughly 6 months. Crown priced its upsized $240 million IPO on February 8, 2021 and originally aimed to combine with a business providing technological innovation to real estate with a cross-industry platform.
The SPAC announced its $808 million business combination agreement with Brivo on November 10, 2021. Bethesda, Maryland-based Brivo provides cloud-connected property management software and hardware to commercial clients including developers and businesses.
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