Brivo Systems, LLC entered into letter of intent to acquire Crown Proptech Acquisitions (NYSE:CPTK) from Crown PropTech Sponsor, LLC and others for approximately $720 million in a reverse merger transaction on September 14, 2021. Brivo Systems, LLC entered into a definitive merger agreement to acquire Crown Proptech Acquisitions (NYSE:CPTK) from Crown PropTech Sponsor, LLC and others in a reverse merger transaction on November 10, 2021. Existing Brivo shareholders will roll over 100 percent of their equity, retaining 69 percent ownership in the pro forma company. Assuming no redemptions, Crown shareholders will own approximately 31 percent of the combined company. Upon closing, the combined company will operate as Brivo, and its Class A common stock is expected to be listed under the ticker symbol “BRVS.” Golub Capital Credit Opportunities has agreed to lead a $75 million convertible note PIPE in the combined company that will close concurrently with the business combination subject to satisfaction of related conditions. Eagle Eye Networks is also a strategic investor in the PIPE. Brivo's management team – including Van Till, Chief Operating Officer John Szczygiel, Chief Financial Officer Mike Voslow and Chief Technology Officer Jeff Nielsen – will continue to operate and manage the combined company following the transaction. Dean Drako, founding Chief Executive Officer of Barracuda Networks, will continue to serve as Brivo's chairman of the board.

The transaction will require the approval of the stockholders of Crown, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is also subject to expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, listing of consideration shares, Crown having at least $5,000,001 of net tangible assets and at least $75 million in available cash, Registration Statement shall have been declared effective, execution of ancillary agreements, resignations of officers and Board of Crown and amendment in Memorandum and Articles of Association of Crown. The boards of directors of Brivo and Crown have unanimously approved the business combination. The transaction is approved by the shareholders of Brivo. On July 11, 2022, Crown received a notice of election from Golub, notifying Crown that Golub has elected to terminate Golub's Subscription Agreement because the Business Combination was not consummated by July 9, 2022. As a result, Crown would require additional financing to satisfy the Minimum Cash Conditions. The transaction is expected to close in the first half of 2022 or in mid-2022. As of December 1, 2021, the transaction is expected to close in the first half of 2022. As of December 10, 2021, the transaction is expected to close mid-2022. As of December 22, 2021, the transaction is expected to close in early-2022. As of January 6, 2022, the deal is anticipated to close in Q2 2022.

Imperial Capital is acting as financial advisor, and Steven B. Stokdyk and Ryan J. Maierson of Latham & Watkins LLP is acting as legal advisor to Brivo. RBC Capital Markets, LLC is acting as financial advisor and capital markets advisor to Crown, and as exclusive placement agent on the private placement. William L. Taylor, Pedro J. Bermeo, Ray Ibrahim, Pritesh P. Shah, Mario J. Verdolini and Adam Kaminsky of Davis Polk & Wardwell LLP is acting as legal advisor to Crown. Shearman & Sterling LLP is acting as legal advisor to RBC Capital Markets, LLC. Simpson Thacher & Bartlett LLP is acting as legal advisor to Golub Capital Credit Opportunities. Continental Stock Transfer & Trust Company acted as the transfer agent to Crown Proptech Acquisitions. Morrow acted as the information agent to Crown Proptech. Maples and Calder (Cayman) LLP acted as legal advisor to Crown. O'Melveny & Myers acted as legal advisor to Brivo.

Brivo Systems, LLC cancelled the acquisition of Crown Proptech Acquisitions (NYSE:CPTK) from Crown PropTech Sponsor, LLC and others on August 10, 2022.