Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
CROWN PROPTECH ACQUISITIONS
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G25741102
(CUSIP Number)
Michael Minnick
CIIG Management III LLC
40 West 57th Street, 29th Floor
New York, NY 10019
(212) 796-4796
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. G25741102
| 1. |
Name of Reporting Person
CIIG Management III LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ Not Applicable | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
5,662,000 (1)(2) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
5,662,000 (1)(2) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,662,000 (1)(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.4% (1)(2)(3) | |||||
| 14. | Type of Reporting Person
OO | |||||
| (1) | Represents 5,662,000 Class B Ordinary Shares of the Issuer, par value $0.0001 (the “Class B Ordinary Shares”) that will automatically convert into Class A Ordinary Shares of the Issuer, par value $0.0001 (the “Class A Ordinary Shares”, and together with the Class B Ordinary Shares, the “Ordinary Shares”) on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described under the heading “Description of Securities” in the Issuer’s final prospectus filed under Rule 424(b)(4) (File No. 333-252307) with the Securities and Exchange Commission on February 10, 2021 (the “IPO Prospectus”). |
| (2) | Excludes 250,667 Class A Ordinary Shares issuable upon the exercise of 250,667 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s IPO Prospectus. |
| (3) | Based on an aggregate of 34,500,000 Ordinary Shares, outstanding as of January 10, 2023, comprised of 27,600,000 Class A Ordinary Shares, and 6,900,000 Class B Ordinary Shares as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on January 13, 2023 (the “Issuer’s 10-Q”). |
SCHEDULE 13D
CUSIP No. G25741102
| 1. |
Name of Reporting Person
Michael Minnick | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ Not Applicable | |||||
| 6. | Citizenship or Place of Organization
U.S.A. | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
5,662,000 (1)(2) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
5,662,000 (1)(2) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,662,000 (1)(2) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.4% (1)(2)(3) | |||||
| 14. | Type of Reporting Person
IN | |||||
| (1) | Represents 5,662,000 Class B Ordinary Shares that will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus. |
| (2) | Excludes 250,667 Class A Ordinary Shares issuable upon the exercise of 250,667 private placement warrants of the Issuer. Each warrant is exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, becomes exercisable 30 days after the completion of the Issuer’s initial business combination and expires five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation, each as is described under the heading “Description of Securities—Warrants” in the Issuer’s IPO Prospectus. |
| (3) | Based on an aggregate of 34,500,000 Ordinary Shares outstanding as of January 10, 2023, comprised of 27,600,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares issued and outstanding as of January 10, 2023, as reported in the Issuer’s 10-Q. |
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D (this “Schedule 13D”) relates to the Class A Ordinary Shares, $0.0001 par value per share, of Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Issuer”). The principal executive offices of the Issuer are located at 28 West 25th Street, Floor 6, New York, NY 10010.
Item 2. Identity and Background
(a) This Schedule 13D is being filed jointly by CIIG Management III LLC, a Delaware limited liability company (“CIIG Mgmt III”) and Michael Minnick (together, the “Reporting Persons”).
The Reporting Persons have entered into a joint filing agreement, dated as of January 27, 2023, a copy of which is attached hereto as Exhibit 1 and incorporated herein by reference.
(b) The address of the principal office of each of the Reporting Persons is 40 West 57th Street, 29th Floor, New York, NY 10019.
(c) CIIG Mgmt III is principally engaged in the business of investment management and investing in securities. Michael Minnick is the sole managing member of CIIG Mgmt III and a co-Chief Executive Officer of the Issuer.
Michael Minnick expressly disclaims beneficial ownership of the Ordinary Shares held by CIIG Mgmt III for purposes of Section 13(d) of the Act and the rules under Section 13(d) of the Act other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(d) During the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding he or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) CIIG Mgmt III is organized in the State of Delaware. Michael Minnick is a citizen of the United States of America.
Item 3. Source and Amount of Funds
The Ordinary Shares reported herein as beneficially owned by the Reporting Persons were acquired (or have been deemed to have acquired) pursuant to that certain Securities Assignment Agreement dated as of January 17, 2023, by and among the Issuer, CIIG Mgmt III, Crown PropTech Sponsor, LLC and Richard Chera (the “Securities Assignment Agreement”), a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference.
The 5,662,000 Class B Ordinary Shares acquired pursuant to that certain Securities Assignment Agreement will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus.
The aggregate purchase price for the Class B Ordinary Shares was $20,514. The source of funds for this transaction was cash on hand.
Item 4. Purpose of the Transaction
On January 17, 2023 (the “Closing Date”), the Reporting Persons acquired (or have been deemed to have acquired) beneficial ownership of 5,662,000 Class B Ordinary Shares that will automatically convert into Class A Ordinary Shares on a one-for-one basis for no additional consideration concurrently with or immediately following the consummation of the Issuer’s initial business combination, subject to adjustment as described in the IPO Prospectus. The Class B Ordinary Shares were acquired by the Reporting Persons pursuant to the Securities Assignment Agreement, a copy of which is attached hereto as Exhibit 2 and incorporated herein by reference. Concurrently with the execution of the Securities Assignment Agreement, Michael Minnick was appointed co-Chief Executive Officers of the Issuer.
Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D.
With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have each agreed (A) to vote their shares in favor of any proposed business combination, (B) not to redeem any shares in connection with such stockholder vote to approve the Issuer’s proposed initial business combination or a vote to amend the provisions of the Issuer’s charter relating to stockholders’ rights or pre-business combination activity and (C) that the Class B Ordinary Shares shall not participate in any liquidating distribution upon winding up if an initial business combination is not consummated.
The Reporting Persons may, at any time and from time to time, review or reconsider their positions, change their purposes or formulate plans or proposals with respect to the Issuer.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of Ordinary Shares that the Reporting Persons may be deemed to beneficially own is determined in accordance with the rules of the SEC and is based on 27,600,000 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares issued and outstanding as reported in the Issuer’s 10-Q. Based on the foregoing, the Reporting Persons may be deemed to beneficially own 16.4% of the Issuer’s Ordinary Shares in the aggregate.
At the Closing Date, the Reporting Persons beneficially owned, in the aggregate, 5,662,000 Class B Ordinary Shares.
Each of the Reporting Persons, as a result of the relationships described in Item 2, may be deemed to directly or indirectly beneficially own the Ordinary Shares reported on the cover pages to this Schedule 13D for each such Reporting Person. See also Items 11 and 13 of the cover pages to, and Item 2 of, this Schedule 13D for the aggregate number of Ordinary Shares and the percentage of Ordinary Shares beneficially owned by each of the Reporting Persons.
| (b) | Number of shares to which CIIG Mgmt III (a “Reporting Person”) has: |
Sole power to vote or to direct the vote: 5,662,000
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 5,662,000
Shared power to vote or to direct the vote: 0
Number of shares to which Michael Minnick (a “Reporting Person”) has:
Sole power to vote or to direct the vote: 0
Shared power to vote or to direct the vote: 5,662,000
Sole power to dispose or to direct the disposition of: 0
Shared power to vote or to direct the vote: 5,662,000
(c) Except as otherwise described in this Schedule 13D, none of the Reporting Persons has effected any transaction related to the Class A Ordinary Shares during the past 60 days.
(d) Except as otherwise described in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Securities Assignment Agreement
The information set forth in Item 4 of this Schedule 13D is incorporated herein by reference.
Pursuant to the Securities Assignment Agreement, Crown PropTech Sponsor, LLC sold 5,662,000 Class B Ordinary Shares held by it to CIIG Mgmt III. Concurrently with the execution of the Securities Assignment Agreement, Michael Minnick was appointed co-Chief Executive Officer of the Issuer. Crown PropTech Sponsor, LLC and CIIG Mgmt III are the Issuer’s co-sponsors.
The foregoing description of the Securities Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 2 and is incorporated by reference herein.
Letter Agreement
On January 17, 2023, in accordance with the Securities Assignment Agreement, the Issuer entered into a Letter Agreement (the “Letter Agreement”) with Crown PropTech Sponsor, LLC, CIIG Mgmt III, Mr. Gavin Cuneo, and Mr. Michael Minnick (collectively the “Insiders”), pursuant to which the Insiders agreed to, among other things, (i) waive their redemption rights with respect to their Ordinary Shares in connection with the completion of the Issuer’s business combination; (ii) waive their redemption rights with respect to their Ordinary Shares in connection with a shareholder vote to approve an amendment to the Issuer’ charter (A) to modify the substance or timing of the Issuer’s obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not consummated an initial business combination within 24 months from the closing of its initial public offering or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating distributions from the trust account with respect to their Class B Ordinary Shares if the Issuer fails to complete its initial business combination within 24 months from the closing of its initial public offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete its initial business combination within the prescribed time frame; and (iv) vote any Class B Ordinary Shares held by them and any Class A Ordinary Shares purchased during or after the Issuer’s initial public offering (including in open market and privately-negotiated transactions) in favor of the Issuer’s initial business combination.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which is filed as Exhibit 3 and is incorporated by reference herein.
Joinder to Registration Rights Agreement
On January 17, 2023, in connection with the entry into the Securities Assignment Agreement, CIIG Mgmt III entered into that certain joinder to the Registration Rights Agreement (the “RRA Joinder”), dated as of February 8, 2021 by and among the Issuer, Crown PropTech Sponsor, LLC and each of the other parties thereto (the “RRA”) pursuant to which CIIG Mgmt III became a party to the RRA in the same manner as if it was an original signatory to the RRA. Pursuant to the RRA, CIIG Mgmt III and the other parties thereto have customary “demand” and “piggyback” registration rights and the Issuer will bear certain expenses incurred in connection with the filing of any registration statements filed pursuant to the terms of the RRA.
The foregoing descriptions of the RRA and the RRA Joinder do not purport to be complete and are qualified in their entirety by reference to the RRA and the RRA Joinder, which are filed as Exhibit 4 and Exhibit 5, respectively, and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.
Date: January 27, 2023
| CIIG MANAGEMENT III LLC | ||
| By: | /s/ Michael Minnick | |
| Name: Michael Minnick | ||
| Title: Managing Member | ||
| MICHAEL MINNICK | ||
| /s/ Michael Minnick | ||