The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including, but not limited to, subject to certain limited exceptions, by either Crown or Brivo if the Business Combination is not consummated by August 9, 2022. On August 10, 2022 we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination. As a result of such election the Business Combination was immediately terminated. In addition, the rest of the Subscription Agreements were automatically terminated. We believe that prior to termination Brivo breached the Business Combination Agreement, and that EMBUIA LLC, an affiliate of Dean M. Drako, the Chairman of the board of directors of Brivo, breached the Stockholder Support Agreement (as defined in the Business Combination Agreement), in each case, including breaching their respective obligations not to take certain actions in connection with a Company Acquisition Proposal (as defined in the Business Combination Agreement). We intend to vigorously pursue its remedies.
The foregoing description of the Business Combination Agreement, the Subscription Agreements is subject to and qualified in its entirety by reference to the full text of the Business Combination Agreement and the Subscription Agreements, copies of which are included as Exhibits 2.1, 10.2, respectively, to the current report on Form 8-Ks filed with the SEC on November 16, 2021 and Exhibit 2.1 to the current report on Form 8-Ks filed with the SEC on May 13, 2022.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for our initial business combination. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest income on cash and cash equivalents held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2022, we had a net income of $212,753. We incurred $2,311,262 of operating costs consisting mostly of legal fees, generated income on our trust account for $392,015 and had a change in fair value of warrant liability of $2,132,000.
For the six months ended June 30, 2022, we had a net income of $3,569,242. We incurred $3,525,566 of operating costs consisting mostly of legal fees, generated income on our trust account for $414,541, and had a change in fair value of warrant liability of $6,680,267.
For the three months ended June 30, 2021, we had a net loss of $1,472,297. We incurred $481,236 of operating costs consisting mostly of general and administrative expenses, generated income on our trust account for $3,872 and had a change in fair value of warrant liability of $994,933.
For the six months ended June 30, 2021, we had a net income of $8,138,992. We incurred $607,545 of formation and operating costs consisting mostly of general and administrative expenses, expensed a portion of the offering costs associated with the Initial Public Offering in the amount of $780,268 based on a relative fair value basis, generated income on our trust account for $3,872 and had a change in fair value of warrant liability of $9,522,933.
Liquidity, Capital Resources and Going Concern
On February 11, 2021, we consummated our Initial Public Offering of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 Units at the Initial Public Offering price to cover over-allotments. The Units were sold, generating gross proceeds of $276,000,000. Substantially concurrently with the closing of the Initial Public Offering, we completed the private sale of 5,013,333 Private Placement Warrants to our sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.
Following the Initial Public Offering, the sale of the Private Placement Warrants, and the underwriters election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the trust account, after payment of costs related to the Initial Public Offering, and available for working capital purposes. We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.