Amended Current Report Filing (8-k/a)
December 10 2021 - 5:01AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 9, 2021 (February
18, 2021)
CROWN PROPTECH ACQUISITIONS
(Exact Name of Registrant as Specified in its Charter)
Cayman Islands
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001-40017
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N/A
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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667 Madison Avenue
12th Floor
New York, NY
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10065
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 563-6400
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Not Applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Class A ordinary shares, par value $0.0001 per share
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CPTK
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The New York Stock Exchange
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Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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CPTK WS
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The New York Stock Exchange
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Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
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CPTK.U
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The New York Stock Exchange
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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 x
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.
EXPLANATORY NOTE
Crown PropTech Acquisition (the “Company”)
is filing this Amendment No. 2 on Form 8-K/A (the “Amendment”) to amend and restate the Company’s audited balance sheet
as of February 11, 2021 that had been filed with the Company’s Current Report on Form 8-K originally filed with the U.S. Securities
and Exchange Commission (the “SEC”) on February 18, 2021, as amended by Amendment No. 1 on Form 8-K/A filed with the SEC on
June 1, 2021 (the “Original 8-K”). The audited balance sheet is being restated to reflect the classification of all of the
Company’s Class A ordinary shares as temporary equity in accordance with Accounting Standards Codification (“ASC”) 480-10-S99.
The Company had previously classified a portion of its Class A ordinary shares as permanent equity. On November 22, 2021, the Audit Committee
of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audited
balance sheet as of February 11, 2021 filed as Exhibit 99.1 to the Original 8-K should no longer be relied upon due to the aforementioned
changes required to reclassify the Class A ordinary shares as temporary equity to align with ASC 480-10-S99. The Audit Committee of Board
of Directors of the Company discussed with the Company’s independent accountants and are in agreement with the matters as disclosed
in this Amendment. The correction of the aforementioned classification of the Class A ordinary shares as temporary equity is reflected
in Exhibit 99.1 included with this Amendment. The above changes will not have any impact on its cash position
and cash held in the trust account. The Company’s controls over financial reporting did not provide for the proper classification
of the Class A ordinary shares within the Company’s financial statements. As such, this represented a material weakness in the Company’s
internal controls.
Except as described above,
this Amendment does not amend, update or change any other disclosures in the Original 8-K. In addition, the information contained in this
Amendment does not reflect events occurring after the filing of the Original 8-K and does not modify or update the disclosures therein,
except as specifically identified above. Among other things, forward-looking statements made in the Original 8-K have not been revised
to reflect events, results or developments that occurred or facts that became known to the Company after the date of the Original 8-K,
other than as described herein, and such forward-looking statements should be read in conjunction with the Company’s filings with
the SEC.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
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Description
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99.1
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Audited Balance Sheet
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: December 9, 2021
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CROWN PROPTECH ACQUISITIONS.
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By:
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/s/ Richard Chera
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Richard Chera
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Chief Executive Officer
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