Brivo SPAC Presentation Deck
Disclaimer
This presentation is being made in connection with a potential business combination (the "Business Combination") between Crown Prop Tech Acquisitions ("Crown") and Brivo, Inc. (collectively with its subsidiaries, "Brivo," the "Company," "us," "our," or "we") to a limited number of
parties who may be interested in acquiring securities of Crown ("Securities"). RBC Capital Markets, LLC has been engaged by Crown to serve as placement agent (the "Placement Agent") with respect to the offering of Securities to prospective investors in connection with the Business
Combination.
This presentation is for informational purposes only, and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell, buy, or subscribe for Securities, nor is it a solicitation of any vote or approval in any jurisdiction pursuant to the Business Combination or
otherwise, nor shall there be any sale, issuance or transfer of Securities in any jurisdiction in contravention of applicable law prior to registration or qualification under the securities laws of any such jurisdiction. Investment in Securities described herein has not been approved or
disapproved by the United States Securities and Exchange Commission (the "SEC"), or any other regulatory authority, nor has any authority passed judgment upon or endorsed the merits of Securities or the accuracy or adequacy of the information contained herein. Any representation
the contrary is a criminal offense. Crown and the Company reserve the right to update or supplement the information provided in this presentation.
This presentation shall remain the property of Crown. Each of Crown and the Placement Agent reserves the right to require the return of this presentation (together with any copies or extracts thereof) at any time. By its acceptance hereof, each recipient agrees that neither it nor its
agents, representatives, directors, or employees will copy, reproduce, or distribute to others this presentation, in whole or in part, at any time without the prior written consent of Crown and that it will keep confidential all information contained herein or otherwise obtained from Crown (in
accordance with such recipient's agreement with the applicable Placement Agent to receive such information) and will use this presentation for the sole purpose of evaluating a possible acquisition of Securities and for no other purpose. Any unauthorized distribution or reproduction of
any part of this presentation may result in a violation of the United States Securities Act of 1933, as amended (the "Securities Act").
Investors
Securities are being offered as a private placement to a limited number of institutional "accredited investors" as defined in Rule 501 under the Securities Act or "qualified institutional buyers" as defined in Rule 144A under the Securities Act and will not be registered under the Securities
Act. Securities are being offered in reliance upon the exemption provided by Section 4(a)(2) of the Securities Act, and as such are suitable only as an investment for, and are being offered only to persons who have, directly or through qualified representatives, the ability to evaluate the
merits and risks of an investment in Securities and the ability to assume the economic risks involved such investment. By accepting this presentation, each prospective investor shall be deemed to have represented that it is an institutional accredited investor or a qualified institutional
buyer. Furthermore, each investor will be required in connection with the purchase of Securities to make representations confirming its eligibility as a prospective investor and that it is purchasing Securities for its own account and not with a view to their resale or distribution. Accordingly,
such Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Prospective investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the
Securities Act. None of Crown, Brivo or the Placement Agent are responsible for a prospective investors' compliance with any applicable requirements. The transfer of Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Prospective
where such offer is not permitted.
investment in the
the contents of this
investors should be aware that they are required to bear the final risk of their investment for an indefinite period of time. Crown is not making an offer of Securities in any state or jurisdiction Securities for an indefinite period and be able to withstand a total loss of their investment.
An investment in the Securities or the securities of the Company is speculative down and/or the Company and the terms of any offering. Prospective investors are not to construe to presentation, or any prior or subsequent communications from or with Crown, the
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Company, the Placement Agent or other professionals associated with the Business Combination or the offering of Securities, as financial, legal, tax, or business advice. The Placement Agent is not acting as your advisor or agent. Prior to entering into any Business Combination, you
should determine, without reliance upon Crown, the Company, the Placement Agent, or their respective affiliates, the economic risks and merits, as well as the financial, legal, business, tax, and accounting characterizations and consequences of such Business Combination and
independently determine that you are able to assume the risks associated with such Business Combination. Each prospective investor should consult with its own attorney and advisors as to the financial, legal, business, tax, accounting and related matters concerning such Business
Combination. In this regard, by acceptance of this presentation, you acknowledge that you have been advised that (a) the Placement Agent is not in the business of providing financial, legal, business, tax, or accounting advice, (b) you understand that there will be financial, legal,
business, tax, and accounting risks associated with such Business Combination, (c) you should receive financial, legal, business, tax, and accounting advice from advisors with appropriate expertise to assess relevant risks, and (d) you should apprise senior management in your
organization as to the financial, legal, business, tax, and accounting advice (and, if applicable, risks) associated with such Business Combination and these disclaimers as to these matters. You confirm that you are not relying upon the information contained herein to make any decision.
Forward-Looking Statements
This presentation and the accompanying oral presentation contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21 E of the Securities Exchange Act of 1934, as amended,
(collectively, "forward-looking statements"), including, but not limited to, statements regarding expectations, hopes, beliefs, intentions and strategies regarding the future with respect to Crown and the Company. All statements other than statements of historical fact contained in this
presentation, including statements as to future results of operations and financial position, planned products and services, business strategy and plans, objectives of management for future operations of Brivo, market size and growth opportunities, and competitive position and
technological and market trends are forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which are difficult to predict or quantify. In some cases, you can identify forward-looking statements by terms such as "anticipate,"
"believe, "could," "expect," "plan," "intend," "target," "project," "predict," "potential," "explore," "forecast" or "continue" or the negative of these terms or other similar words. Each of Crown and Brivo has based these forward-looking statements largely on its current expectations,
projections and assumptions and on information available as of the date of this presentation. Neither Crown nor the Company assumes any obligation to update any forward-looking statements after the date of this presentation, except as required by law.
The forward-looking statements contained in this presentation and the accompanying oral presentation are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results or outcomes to be materially different from any future results or
outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions and other factors include, but are not limited to, (1) those related to the consummation of the Business Combination, including, but not limited to, satisfaction or waiver (if
applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of Crown; (2) the ability to maintain the listing of the combined company's securities on the NYSE; (3) the inability to complete the financing of the Business Combination;
(4) the risk that the Business Combination disrupts current plans and operations of Crown or the Company as a result of its announcement and consummation; (5) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships customers s and suppliers and retain i its management
ment and key employees; (6) costs related to the Business Combination; (7) changes applicable laws or
regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the
competitive factors, including the COVID-19 pandemic; (9) the outcome of any legal proceedings that may be instituted against Crown, the Company Business Combination; (8) the possibility Crown and the Company may be adversely affected by other economic, business, and/or
or any of their respective directors or officers following the announcement of the Business Combination; (10) the failure to realize
anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; (11) the Company's operations and business and financial performance; (12) the Company's ability to attract and retain
customers; (13) the combined company's ability to up-sell and cross-sell to customers, the success of the Company's customers' development programs, which will drive future revenues, and the Company's ability to execute on its business strategy: (14) the ability of the combined
company to compete effectively and its ability to manage growth and (15) other risks and uncertainties included in slides 40-46 herein and as indicated from time to time in the final prospectus, dated February 8, 2021, relating to Crown's initial public offering, Crown's quarterly report on
Form 10-Q, dated August 16, 2021, and, when available, the preliminary proxy statement/prospectus of Crown related to the Business Combination, including those under the "Risk Factors" section included therein, and other documents filed or to be filed with the SEC by Crown.
Moreover, we operate in a competitive and rapidly changing environment, and new risks may emerge from time to time.
You should not put undue reliance on any forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be
achieved, if at all.
It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the markets in which we operate or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any
forward-looking statements we may make.
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