Filed 2026-03-31 · Period ending 2025-12-31 · 80,292 words · SEC EDGAR
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# Crown PropTech Acquisitions (CPTKW) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001213900-26-037618
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1827899/000121390026037618/)
**Origin leaf:** 6f1dd2c9fe7ac594479315fb2891f6fc0f12bd7b3cc17e4acec99d368ee5f6d8
**Words:** 80,292
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________ to __________.
Commission file number 001-40017
CROWN PROPTECH ACQUISITIONS
(Exact Name of Registrant as Specified in Its Charter)
| Cayman Islands | | N/A | |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) | |
40 West 57th Street, 29th Floor
New York, New York 10019
(Address of Principal Executive Offices, Zip Code)
(212) 796-4796
(Registrants telephone number, including area code)
Securities registered pursuant to Section12(b)of the Securities Exchange Act of 1934:
| Title of Each Class | | TradingSymbol(s) | | Name of Each Exchange on Which Registered | |
| Redeemable warrants | | CPTKW | | N/A | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule12b-2 of the Act:
| Largeacceleratedfiler | | Acceleratedfiler | | |
| Non-accelerated filer | | Smallerreportingcompany | | |
| | | Emerginggrowthcompany | | |
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 Section13(a)of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes No
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).
If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
As of December 31, 2025, the aggregate trust value of the ordinary shares held by non-affiliates of the registrant was approximately $5,788,250 (based on the trust value of the ordinary shares of $11.77).
As of March 30, 2026, 483,822 shares of ClassA ordinary shares, par value $0.0001 per share, and 6,900,000 shares of ClassB ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.
Documents Incorporated by Reference: None.
CROWN PROPTECH ACQUISITIONS
ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
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Part I |
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Item 1. |
Business |
1 | |
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Item 1A. |
Risk Factors |
21 | |
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Item 1B. |
Unresolved Staff Comments |
63 | |
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Item 1C. |
Cybersecurity |
63 | |
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Item 2. |
Properties |
63 | |
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Item 3. |
Legal Proceedings |
63 | |
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Item 4. |
Reserved |
63 | |
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Part II |
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Item 5. |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
64 | |
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Item 6. |
Reserved |
65 | |
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Item 7. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
65 | |
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Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
73 | |
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Item 8. |
Financial Statements and Supplementary Data |
73 | |
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Item 9. |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
73 | |
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Item 9A. |
Controls and Procedures |
73 | |
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Item 9B. |
Other Information |
74 | |
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Item 9C. |
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections |
74 | |
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Part III |
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Item 10. |
Directors, Executive Officers And Corporate Governance |
75 | |
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Item 11. |
Executive Compensation |
84 | |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
84 | |
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Item 13. |
Certain Relationships and Related Transactions and Director Independence |
86 | |
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Item 14. |
Principal Accounting Fees and Services |
88 | |
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Part IV |
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Item 15. |
Exhibits, Financial Statement Schedules |
89 | |
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Item 16. |
Form 10-K Summary |
92 | |
i
CAUTIONARY NOTEREGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements contained
in this Annual Report on Form10-K may constitute forward-looking statements. Our forward-looking statements include,
but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe,
continue, could, estimate, expect, intends, may, might,
plan, possible, potential, predict, project, should,
would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this Form10-K may include, for example, statements about:
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ability to complete our initial business combination, including the Business Combination Agreement (defined below); |
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expectations around the performance of a prospective target business or businesses, such as Mkango; |
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| our
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
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| our
officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in
approving our initial business combination; |
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| our
potential ability to obtain additional financing to complete our initial business combination; |
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| our
pool of prospective target businesses; |
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ability of our officers and directors to generate a number of potential business combination opportunities; |
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| our
public securities potential liquidity and trading; |
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lack of a market for our securities; |
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| the
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
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trust account not being subject to claims of third parties; or |
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financial performance. |
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The forward-looking statements
contained in this Annual Report on Form10-K are based on our current expectations and beliefs concerning future developments and
their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors. Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
ii
PARTI
Item1. Business
Business
Crown PropTech Acquisitions
(Crown, us, we or the Company) is a blank check company incorporated as a Cayman
Islands exempted company on September24, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a business combination).
The Company is not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early
stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.
As of December31, 2025,
the Company had not commenced any operations. All activity for theyear ended December31, 2025 relates to the Companys
formation and the initial public offering (Initial Public Offering), and since closing of the Initial Public Offering, the
search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion
of a business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds
derived from the Initial Public Offering.
The Companys sponsors
are Crown PropTech Sponsor, LLC (Crown PropTech Sponsor), a Delaware limited liability company and CIIG Management III LLC
(CIIG), a Delaware limited liability company, (each, a sponsor and together, the sponsors).
The registration statement for the Companys Initial Public Offering was declared effective on February8,2021. On February11,
2021, the Company consummated its Initial Public Offering of 27,600,000 units (including 3,600,000 units purchased by the underwriters
pursuant to their over-allotment option) (the Units and, with respect to the ClassA ordinary shares included in the
Units that were offered, the Public Shares), at $10.00 per Unit, generating gross proceeds of $276,000,000, and incurring
offering costs of approximately $15,710,090, inclusive of $5,520,000 in underwriting commissions, approximately $9,660,000 in deferred
underwriting commissions (Note 6), and $530,090 of other offering costs. As discussed in the Managements Discussion and Analysis
of Financial Condition and Results of Operations in the Underwriting Agreement paragraph, in December 2022, the underwriters elected to
waive their right to receive any deferred underwriting commissions.
Simultaneously with the consummation
of the Initial Public Offering, the Company consummated a private placement (Private Placement) of 5,013,333 warrants (each,
a Private Placement Warrant and collectively, the Private Placement Warrants) at a price of $1.50 per Private
Placement Warrant, generating gross proceeds of $7,520,000. The Private Placement Warrants were sold to Crown PropTech Sponsor and certain
funds and accounts managed by subsidiaries of BlackRock,Inc. (collectively, the Anchor Investor). The Private Placement
Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants
are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers
or their permitted transferees.
Upon the closing of the Initial
Public Offering and the Private Placement, $276,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial
Public Offering and the Private Placement were placed in a trust account (trust account) and invested in U.S. government
securities, within the meaning set forth in Section2(a)(16) of the Investment Company Act of 1940, as amended (the Investment
Company Act), with a maturity of 185days or less, or in any open-ended investment company that holds itself out as a money
market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule2a-7 of the Investment Company Act, as
determined by the Company, until the earliest of: (i)the completion of the initial business combination, (b)the redemption
of any Public Shares properly submitted in connection with a shareholder vote to amend the Companys sixth amended and restated
memorandum and articles of association, and (c)the redemption of the Companys Public Shares if the Company is unable to complete
the initial business combination by March 11, 2027 (or within any extended period of time that we may have to consummate an initial business
combination as a result of an amendment to our sixth amended and restated memorandum and articles of association), subject to applicable
law. The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from March
11, 2026 to March 11, 2027, and funds were released from the trust account to redeem certain Public Shares in connection therewith. The
proceeds deposited in the trust account could become subject to the claims of the Companys creditors, if any, which could have
priority over the claims of the Companys public shareholders.
1
On January17, 2023,
CIIG entered into a Securities Assignment Agreement (the Assignment Agreement), by and among the Crown PropTech Sponsor,
CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 ClassB ordinary shares of the Company
and 250,667 Private Placement Warrants to purchase ClassA ordinary shares of the Company to CIIG. In connection with entry into
the Assignment Agreement, CIIG (i)entered into a letter agreement with the Company and (ii)entered into a joinder agreement
to the registration rights agreement among Crown, Crown PropTech Sponsor and the Anchor Investor dated February8, 2021 (Registration
Rights Agreement) entered into in connection with the Companys Initial Public Offering. As a result of the above transactions,
as of January17, 2023, CIIG became co-sponsor with Crown PropTech Sponsor.
Beginning on January31,
2023, and continuing until the Companys February9, 2023 extraordinary general meeting of shareholders (Extraordinary
General Meeting), the Company and CIIG entered into certain non-redemption agreements and assignments of economic interests (the
Non-Redemption Agreements) with certain investors (the Non-Redeeming Investors). The Non-Redemption Agreements
provide for the assignment of economic interest of an aggregate of 1,500,000 ClassB ordinary shares held by CIIG to the Non-Redeeming
Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 4,000,000 Public Shares at the
Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors
an aggregate of 1,500,000 ordinary shares in connection with the consummation of an initial business combination.
On February9, 2023,
the Company held its Extraordinary General Meeting to vote on the proposal to amend the Companys first amended and restated memorandum
and articles of association to extend the date by which the Company must consummate an initial business combination from February11,
2023 (which is 24 months from the closing of the Initial Public Offering) to February11, 2024 (the 2023 Extension Proposal).
At the Extraordinary General Meeting, our shareholders approved the Extension Proposal.
In connection with the vote
to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Companys ClassA ordinary
shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, $238,305,063
(approximately $10.18 per share) was deducted from the trust account to pay such holders. As of February9, 2023, following the redemption
of the Public Shares described above, approximately $42,730,489 remained in the trust account. Following the redemptions, there were 4,196,485
ClassA Ordinary Shares issued and outstanding and the 6,900,000 Founder Shares (as defined below) that remained outstanding represented
62.2% of the Companys issued and outstanding ordinary shares.
On February9, 2024,
the Companys shareholders approved an amendment to amend and restate the Companys Second Amended and Restated Memorandum
and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February11,
2024 to August 11, 2024 (the February 2024 Extension Proposal).
In connection with the vote
to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Companys ClassA
ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).
As a result,$23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account to redeem such shares. Following the
redemptions, there were 2,000,638 ClassA ordinary shares issued and outstanding.
Associated with the February
9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the February 2024 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the February 2024 Non-Redeemed Shares) in connection with the February
9, 2024 Extraordinary General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following
the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February
9, 2024 Extraordinary General Meeting.
2
The February 2024 Non-Redemption
Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.
On August 9, 2024, the Companys
shareholders approved an amendment to amend and restate the Companys Third Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from August11, 2024 to May 11, 2025 (the
August 2024 Extension Proposal).
In connection with the vote
to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Companys ClassA
ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).
As a result,$16,484,256 (approximately $11.09 per share) was withdrawn from the Trust Account to redeem such shares. Following the
redemptions, there were 513,613 ClassA ordinary shares issued and outstanding.
Associated with the August
9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the August 2024 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the August 2024 Non-Redeemed Shares) in connection with the August 9,
2024 Extraordinary General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following
the consummation of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9,
2024 Extraordinary General Meeting.
The August 2024 Non-Redemption
Agreements provide for the assignment of up to 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the August 9, 2024 Extraordinary General Meeting.
On May 9, 2025, the Companys
shareholders approved an amendment to amend and restate the Companys Fourth Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 (the May
2025 Extension Proposal).
In connection with the vote
to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Companys ClassA ordinary
shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a
result, approximately $0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to redeem such shares. Following
the redemptions, there were 491,806 ClassA ordinary shares issued and outstanding.
Associated with the May 9,
2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the May 2025 Non-Redemption Agreements)
with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class
A ordinary shares of the Company (the May 2025 Non-Redeemed Shares) in connection with the May 9, 2025 Extraordinary General
Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial
Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.
The May 2025 Non-Redemption
Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.
3
On March 9, 2026, the Companys
shareholders approved an amendment to amend and restate the Companys Fifth Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027 (the March
2026 Extension Proposal).
In connection with the vote
to approve the March 2026 Extension Proposal, shareholders holding an aggregate of 7,984 shares of the Companys ClassA ordinary
shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a
result, approximately $0.09 million (approximately $11.84 per share) was withdrawn from the Trust Account to redeem such shares. Following
the redemptions, there were 483,822 ClassA ordinary shares issued and outstanding.
Associated with the March
9, 2026 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the March 2026 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the March 2026 Non-Redeemed Shares) in connection with the March 2026
Extraordinary General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the
consummation of an initial Business Combination if they continue to hold such March 2026 Non-Redeemed Shares through the March 9, 2026
Extraordinary General Meeting.
The March 2026 Non-Redemption
Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG that will accrue on
a monthly basis beginning on April 11, 2026 to the investors until the completion of an initial Business Combination in exchange for such
Investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
Business Combination Agreement
On July 2, 2025, Crown PropTech
Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (SPAC), (ii) Mkango
(Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary
of Lancaster (as defined below) (Merger Sub), (iii) Lancaster Exploration Limited, a company organized under the laws of
the British Virgin Islands (Lancaster, and from and after the Closing, PubCo), and a direct, wholly owned
subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (the Selling Shareholder),
(iv) Mkango Polska s.p. Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder
(MKA Poland), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and a direct, wholly owned
subsidiary of Selling Shareholder (Mkango ServiceCo), and (vi) MKA Exploration Ltd., a company organized under the laws
of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (MKA BVI, and together with Lancaster,
MKA Poland and Mkango ServiceCo, the Companies and, each, a Company) entered into a business combination agreement
(the Business Combination Agreement). Capitalized terms used herein but not defined shall have the meanings as set forth
in the Business Combination Agreement.
Amendment No. 1 to Business Combination Agreement
On February 13, 2026, SPAC and MKAR entered into
Amendment No. 1 to the Business Combination Agreement (Amendment No. 1). Amendment No. 1, among other things, amends the
pre-closing internal corporate reorganization to establish the ownership structure so that MKAR will own the assets and operations associated
with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland and extends
the Outside Date from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the U.S. Securities and
Exchange Commission (the SEC) has not declared the Proxy/Registration Statement effective by August 14, 2026.
Pursuant to the Business
Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub
will be merged with and into SPAC, with SPAC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of PubCo.
Concurrently therewith, PubCo will become a publicly traded company, expected to operate under the name Mkango Rare Earths Limited,
and its ordinary shares are expected to trade on Nasdaq.
The proposed Merger and
the other transactions contemplated by the Business Combination Agreement (collectively, the Transactions) are expected
to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions summarized
below.
4
Initial Business Combination
So long as our securities
are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate
fair market value of at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions and taxes
payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business
combination. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value
of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target companys
business or if there is a significant amount of uncertainty as to the value of the target companys assets or prospects. If our
board of directors is not able to independently determine the fair market value of our initial business combination (including with the
assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial
Industry Regulatory Authority (FINRA) or a valuation or appraisal firm with respect to the satisfaction of such criteria.
Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold,
unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it
is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any
proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.
We anticipate structuring
our initial business combination so that the post-business combination company in which our holders of the Public Shares (Public
Shareholders) own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may,
however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests
or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,
but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as
an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of
the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest
in the post-business combination company, depending on valuations ascribed to the target and us in the initial business combination. For
example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital
stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However,
as a result of the issuance of a substantial number of new shares, our shareholders, immediately prior to our initial business combination,
could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity
interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of
such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business
combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target
businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for
seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial
business combination without the prior consent of our sponsors.
We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors, or completing the
business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors. In the event
we seek to complete an initial business combination with a target that is affiliated with our sponsors, officers or directors, we, or
a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or
a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.
Members of our management
team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants following this offering
and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with
which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with
respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included
by a target business as a condition to any agreement with respect to our initial business combination.
5
Each of our officers and
directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they
may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may
not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject
to their fiduciary duties under Cayman Islands law. Our sixth amended and restated memorandum and articles of association provide that,
to the fullest extent permitted by applicable law: (i)no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on
the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially
affect our ability to complete our initial business combination.
In addition, our sponsors,
Anchor Investor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may
pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Corporate Information
Our executive offices are
located at 40 West 57th Street, 29th Floor, New York, New York 10019 and our telephone number is (212) 796-4796. Our corporate
website address is www.crownproptech.com. Our website and the information contained on, or that can be accessed through, the website is
not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.
Emerging Growth Company
We are an emerging
growth company, as defined in Section2(a)of the Securities Act of 1933, as amended (the Securities Act),
as modified by the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As such, we are eligible to take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404
of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as
a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section7(a)(2)(B)of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1)the last day of the fiscalyear (a)following the sixth anniversary of the completion
of the Initial Public Offering, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which
we are deemed to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliates
equals or exceeds $700million as of the prior June30, and (2)the date on which we have issued more than $1.0 billion
in non-convertible debt securities during the prior three-year period. References herein to emerging growth company will
have the meaning associated with it in the JOBS Act.
Additionally, we are a smaller
reporting company as defined in Item10(f)(1)of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will
remain a smaller reporting company until the last day of any fiscalyear for so long as either (1)the market value of our ordinary
shares held by non-affiliates did not exceed $250million as of the prior June30, or (2)our annual revenues did not exceed
$100million during such completed fiscalyear and the market value of our ordinary shares held by non-affiliates did not exceed
$700million as of the prior June30.
6
Effecting Our Initial Business Combination
*General*
We are not presently engaged
in, and we will not engage in, any operations other than pursuing and reviewing potential opportunities for the initial business combination.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement,
the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or
backstop agreements we may enter into), shares issued to the owners of the target, debt issued to a bank or other lenders or the owners
of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business
that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent
in such companies and businesses.
If our initial business combination
is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration
in connection with our initial business combination or used for redemptions of our Public Shares, we may use the balance of the cash released
to us from the trust account following the closing for general corporate purposes, including the maintenance or expansion of operations
of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business
combination, to fund the purchase of other companies or for working capital.
Although our management will
assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result
in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning
that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
On July 2, 2025 we entered
into the Business Combination Agreement. For more information on the Business Combination Agreement, please see the Business Combination
Agreement above.
We may seek to raise additional
funds through a private offering of equity or debt securities in connection with the completion of our initial business combination and
we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust
account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of the Initial Public offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price
exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be
required to obtain additional financing to complete such proposed initial business combination. Subject to compliance with applicable
securities laws, we will complete such financing only simultaneously with the completion of our initial business combination. Our proxy
materials, disclosing the initial business combination, will disclose the terms of the financing and, only if required by law, will we
seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked
securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to
forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public offering. None of our
sponsors, officers, directors or shareholders are required to provide any financing to us in connection with or after our initial business
combination.
7
*Sources of Target Businesses*
Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many
of these sources will have read the prospectus and know what types of businesses we are targeting. Our officers and directors, as well
as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts
as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition,
we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of
the track record and business relationships of our officers and directors. While we do not anticipate engaging the services of professional
firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals
in the future, in which event we may pay a finders fee, consulting fee or other compensation to be determined in an arms-length
negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of
a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with
a potential transaction that our management determines is in our best interest to pursue. Payment of a finders fee is customarily
tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event,
however, will our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finders
fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion
of our initial business combination (regardless of the type of transaction that it is). On February8, 2021, we agreed to pay Crown
PropTech Sponsor or an affiliate thereof up to $15,000 permonth for office space, utilities, secretarial and administrative support
services provided to members of our management team (the Administrative Support Payments). Pursuant to a letter agreement,
dated as of January17, 2023, by and between the Company and Crown PropTech Sponsor, Crown PropTech Sponsor is no longer entitled
to receive any Administrative Support Payments and the Company is no longer required to pay any such payments. As of the date of this
Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in the near future.
In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be
made from funds held outside the trust account. Other than the foregoing, there will be no finders fees, reimbursement, consulting
fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsors, officers or directors, or any affiliate
of our sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
business combination (regardless of the type of transaction that it is).
We are not prohibited from
pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors,
or from completing the business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors.
In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors,
officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm
which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.
*Evaluation of a Target Business and Structuring
of Our Initial Business Combination*
In evaluating a prospective
target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management
and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of
financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select
and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,
are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of,
and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result
in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting
fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial
business combination.
8
*Lack of Business Diversification*
For an indefinite period
of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance
of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or
several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in
a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
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us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular
industry in which we operate after our initial business combination; and |
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| cause
us to depend on the marketing and sale of a single product or limited number of products or services. |
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*Limited Ability to Evaluate the Targets Management Team*
Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target businesss management may not prove to be correct. In addition, the future management
may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of
our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any
of the members of our management team will remain with the combined company will be made at the time of our initial business combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business
combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular target business.
We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following our initial business
combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure
you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge
or experience necessary to enhance the incumbent management.
*Shareholders MayNot Have the Ability
to Approve Our Initial Business Combination*
We may conduct redemptions
without a shareholder vote pursuant to the tender offer rulesof the SEC subject to the provisions of our sixth amended and restated
memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange
listing requirement, or we may decide to seek shareholder approval for business or other reasons.
Under the Nasdaq listing
rules, shareholder approval would typically be required for our initial business combination if, for example:
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| we
issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in
a public offering); |
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| any
of our directors, officers or substantial shareholder (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons
collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration
to be paid in the transaction and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding
ordinary shares or voting power of 5% or more; or |
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| the
issuance or potential issuance of ordinary shares will result in our undergoing a change of control. |
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9
The decision as to whether
we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required
by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including,
but not limited to:
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| the
timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either
not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other
additional burdens on the company; |
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| the
expected cost of holding a shareholder vote; |
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| the
risk that the shareholders would fail to approve the proposed business combination; |
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| other
time and budget constraints of the company; and |
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| additional
legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders. |
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*Other Transactions with Respect to Our Securities*
At any time at or prior to
our initial business combination, subject to applicable securities laws, our sponsors, directors, executive officers, advisors or their
affiliates may enter into transactions with institutional or other investors to provide them with incentives to vote their Public Shares
in favor of our initial business combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions.
The purpose of any such transaction
would be to (i)increase the likelihood of obtaining shareholder approval of the business combination, (ii)incentivize voting
such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii)satisfy
a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing
of our initial business combination, where it appears that such requirement would otherwise not be met.
*Redemption Rights for Public Shareholders
upon Completion of Our Initial Business Combination*
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two businessdays prior to the consummation of the initial business combination, including interest earned on the funds held
in the trust account but net of taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described
herein. The amount in the trust account as of the completion of the initial public offering was $10.00per Public Share. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commission. The
redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There
will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not
proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination
does not close. Our sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i)the
completion of our initial business combination and (ii)a shareholder vote to approve an amendment to our amended and restated memorandum
and articles of association (A)that would modify the substance or timing of our obligation to provide holders of our ClassA
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public
Shares if we do not complete our initial business combination by March 11, 2027 or (B)with respect to any other provision relating
to the rights of holders of our ClassA ordinary shares.
10
*Limitations on Redemptions*
**
Our sixth amended and restated
memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net
tangible assets to be less than $5,000,001 (so that we do not then become subject to the SECs penny stock rules).
However, the proposed initial business combination may require: (i)cash consideration to be paid to the target or its owners; (ii)cash
to be transferred to the target for working capital or other general corporate purposes; or (iii)the retention of cash to satisfy
other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration
we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to
satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption
will be returned to the holders thereof.
*Manner of Conducting Redemptions*
We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their ClassA ordinary shares upon the completion of our initial
business combination either (i)in connection with a general meeting called to approve the business combination or (ii)without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of
the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange
listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder
approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers
with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our
sixth amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaqs shareholder approval rules.
The requirement that we provide
our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions
of our sixth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under
the Securities Exchange Act of 1934, as amended, (the Exchange Act) or our listing on NYSE. Such provisions may be amended
if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with
such amendment.
If we provide our Public
Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our sixth amended
and restated memorandum and articles of association:
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| conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation
of proxies, and not pursuant to the tender offer rules; and |
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proxy materials with the SEC. |
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In the event that we seek
shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our
Public Shareholders with the redemption rights described above upon completion of the initial business combination.
11
If we seek shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the
affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting
will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person
or by proxy. Our sponsors, officers and directors (collectively, along with their permitted transferees, the Initial Shareholders)
will count toward this quorum and, pursuant to the letter agreement, our Initial Shareholders, officers and directors have agreed to vote
their Founder Shares, private placement shares and any Public Shares in favor of our initial business combination. We expect that at the
time of any shareholder vote relating to our initial business combination, our Initial Shareholders will own at least 20% of our issued
and outstanding ordinary shares entitled to vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will have
no effect on the approval of our initial business combination once a quorum is obtained. As a result, our Initial Shareholders
Founder Shares, would fulfill the majority vote needed to have our initial business combination approved. These quorum and voting thresholds,
the voting agreement of our sponsors, officers and directors may make it more likely that we will consummate our initial business combination.
Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, may redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general
meeting held to approve the proposed transaction.
If a shareholder vote is
not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:
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| conduct
the redemptions pursuant to Rule13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
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| file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange
Act, which regulates the solicitation of proxies. |
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In the event we conduct redemptions
pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 businessdays, in accordance with Rule14e-1(a)under
the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted
to redeem. If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
the initial business combination.
Upon the public announcement
of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsors will terminate
any plan established in accordance with Rule10b5-1 to purchase our ClassA ordinary shares in the open market, in order to
comply with Rule14e-5 under the Exchange Act.
We intend to require our
Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street
name, to, at the holders option, either deliver their share certificates to our transfer agent or deliver their shares to
our transfer agent electronically using the Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) system, prior to the
date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to
two businessdays prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct
redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to
also submit a written request for redemption to our transfer agent two businessdays prior to the scheduled vote in which the name
of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish
to holders of our Public Shares in connection with our initial business combination will indicate whether we are requiring Public Shareholders
to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without
the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional
administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will
promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their shares.
12
Our sixth amended and restated
memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net
tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement
for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate
purposes or (iii)the retention of cash to satisfy other conditions. In the event that the aggregate cash consideration we would
be required to pay for all ClassA ordinary shares that are validly submitted for redemption, plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed initial business combination, exceeds the aggregate amount of cash available to
us, we will not complete the initial business combination or redeem any shares, and all ClassA ordinary shares submitted for redemption
will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans,
advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements
or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.
*Limitation on Redemption upon Completion
of Our Initial Business Combination if We Seek Shareholder Approval*
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sixth amended and restated memorandum and articles of association provide that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group
(as defined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares sold in the Initial Public Offering, which we refer to as Excess Shares, without our prior consent.
We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders
to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management
to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision,
a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such holders shares are not purchased by us, our sponsors or our management at a premium to the then-current
market price or on other undesirable terms. By limiting our shareholders ability to redeem no more than 15% of the shares sold
in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably
attempt to block our ability to complete our initial business combination, particularly in connection with a business combination having
a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be
restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.
*Delivering Share Certificates in Connection
with the Exercise of Redemption Rights*
Public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in street name, will be required
to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer
materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository
Trust Companys DWAC (Deposit/ Withdrawal At Custodian) System, at the holders option, in each case up to two businessdays
prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or tender offer materials, as
applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will indicate the
applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly
redeem its shares. Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of
the tender offer period, or up to two businessdays prior to the initially scheduled vote on the proposal to approve the business
combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery
of their Public Shares.
13
There is a nominal cost associated
with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer
agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass
this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise
redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the
timing of when such delivery must be effectuated.
The foregoing is different
from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations,
many blank check companies would distribute proxy materials for the shareholders vote on an initial business combination, and a
holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking
to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange
for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder would then have an option window
after the completion of the business combination during which he or she could monitor the price of the companys shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the general meeting, would become option rights surviving past the completion of the business combination until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
shareholders election to redeem is irrevocable once the business combination is approved.
Any request to redeem such
shares, once made, may be withdrawn at any time up to two businessdays prior to the initially scheduled vote on the proposal to
approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a Public Share delivers its certificate
in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such
rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated
that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the
completion of our initial business combination.
If our initial business combination
is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.
If our initial proposed business
combination is not completed, we may continue to try to complete a business combination with a different target until March 11, 2027.
*Redemption of Public Shares and Liquidation
If No Initial Business Combination*
At the Extraordinary General
Meeting, held on March 9, 2026, shareholders approved the Extension Proposal to amend the Companys Fifth amended and restated memorandum
and articles of association to extend the date by which the Company must consummate an initial business combination from March 11, 2026
to March 11, 2027.
14
Our sixth amended and restated
memorandum and articles of association provides that we have only until March 11, 2027 to consummate an initial business combination.
If we have not consummated an initial business combination by March 11, 2027, we will: (i)cease all operations except for the purpose
of winding up; (ii)as promptly as reasonably possible, but not more than ten businessdays thereafter, redeem the shares at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the
number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii)as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, in the case
of clauses (ii)and (iii), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire
worthless if we fail to consummate an initial business combination by March 11, 2027. Our sixth amended and restated memorandum and articles
of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we
will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more
than ten businessdays thereafter, subject to applicable Cayman Islands law.
Our sponsors and each member
of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination
by March 11, 2027 (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares
they hold if we fail to complete our initial business combination within the prescribed time frame).
Our sponsors, executive officers
and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our sixth amended and
restated memorandum and articles of association (A)that would modify the substance or timing of our obligation to provide holders
of our ClassA ordinary shares the right to have their shares redeemed in connection with our initial business combination or to
redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2027 or (B)with respect to
any other provision relating to the rights of holders of our ClassA ordinary shares, unless we provide our Public Shareholders with
the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes,
if any, divided by the number of the then-outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would
cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SECs penny stock
rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy
the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time.
This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive
officer, director or director nominee, or any other person.
All costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds
held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although
we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all
of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, other than the proceeds deposited in
the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received
by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure you that the actual
per-share redemption amount received by shareholders will not be less than $10.00.
15
While we intend to pay such
amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors claims.
Although we have sought and
continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target
businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the trust account for the benefit of our Public Shareholders, there is no guarantee that they will execute
such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds
held in the trust account. Seeking such waivers from third parties, including prospective business combination targets, may deter such
parties from entering into agreements with us. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement
with a third party that has not executed a waiver if management believes that such third partys engagement would be significantly
more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a
waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust
account for any reason. In order to protect the amounts held in the trust account, Crown PropTech Sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered
public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the
amounts in the trust account to below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share
held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions
in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such
liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to
seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, Crown PropTech Sponsor will not be responsible to the extent of any liability for such third-party claims. However,
we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown
PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsors only assets
are securities of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations.
None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.
In the event that the proceeds
in the trust account are reduced below the lesser of (i)$10.00 per Public Share and (ii)the actual amount per Public Share
held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions
in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations,
and Crown PropTech Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against Crown PropTech Sponsor to
enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors
the actual value of the per-share redemption price will not be less than $10.00 per Public Share.
16
We will seek to reduce the
possibility that Crown PropTech Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all
vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the
trust account. Crown PropTech Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate, and it is
subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account
could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account
received by any such shareholder.
If we file a bankruptcy or
winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in
the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust
account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a
bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a preferential
transfer or a fraudulent conveyance. As a result, a bankruptcy or insolvency court could seek to recover some, or
all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public
Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.
Our Public Shareholders will
be entitled to receive funds from the trust account only (i)in the event of the redemption of our Public Shares if we do not complete
our initial business combination by March 11, 2027, (ii)in connection with a shareholder vote to amend our sixth amended and restated
memorandum and articles of association (A)to modify the substance or timing of our obligation to provide holders of our ClassA
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public
Shares if we do not complete our initial business combination by March 11, 2027 or (B)with respect to any other provision relating
to the rights of holders of our ClassA ordinary shares, or (iii)if they redeem their respective shares for cash upon the completion
of the initial business combination. Public shareholders who redeem their ClassA ordinary shares in connection with a shareholder
vote described in clause (ii)in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent
completion of an initial business combination or liquidation if we have not consummated an initial business combination by March 11, 2027,
with respect to such ClassA ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest
of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination,
a shareholders voting in connection with the business combination alone will not result in a shareholders redeeming its
shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described
above. These provisions of our sixth amended and restated memorandum and articles of association, like all provisions of our sixth amended
and restated memorandum and articles of association, may be amended with a shareholder vote.
17
*Comparison of Redemption or Purchase Prices
in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.*
The following table compares
the redemptions and other permitted purchases of Public Shares that may take place in connection with the completion of our initial business
combination and if we have not consummated an initial business combination by March 11, 2027:
|
|
|
Redemptions in Connection with
Our Initial Business Combination |
|
Other Permitted Purchases of
Public Shares by Our Affiliates |
|
Redemptions if We Fail to
Complete an Initial Business
Combination | |
|
Calculation of redemption price |
|
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our Public Shareholders may redeem their Public Shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two businessdays prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. |
|
If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions; they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rulesunder the Exchange Act or a going-private transaction subject to the going-private rulesunder the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. |
|
If we have not consummated an initial business combination by March 11, 2027, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares. | |
18
|
|
|
Redemptions in Connection with
Our Initial Business Combination |
|
Other Permitted Purchases of
Public Shares by Our Affiliates |
|
Redemptions if We Fail to
Complete an Initial Business
Combination | |
|
Impact to remaining shareholders |
|
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the taxes payable. |
|
If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. |
|
The redemption of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining shareholders after such redemptions. | |
Competition
In identifying, evaluating
and selecting a target business for our initial business combination, we may encounter competition from other entities having a business
objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and
operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably
by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
business combination.
Facilities
We currently maintain our
executive offices at 40 West 57th Street, 29th Floor, New York, New York 10019. We consider our current office space adequate
for our current operations.
Employees
We currently have one executive
officer. This individual is not obligated to devote any specific number of hours to our matters, but he intends to devote as much of his
time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote
in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of
the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business
combination.
Periodic Reporting and Financial Information
We have registered our units
and ClassA ordinary shares under the Exchange Act and have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial
statements audited and reported on by our independent registered public accountants.
We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents
sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared
in accordance with, or reconciled to, generally accepted accounting principles in the United States (GAAP) or International
Financial Reporting Standards, depending on the circumstances, and the historical financial statements may be required to be audited in
accordance with the standards of the United States Public Company Accounting Oversight Board (PCAOB). These financial statement
requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets
may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete
our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified
by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined
above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined
above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may
limit the pool of potential business combination candidates, we do not believe that this limitation will be material.
19
We are required to evaluate
our internal control procedures for the fiscal year ending December31, 2025 as required by the Sarbanes-Oxley Act. Only in the event
we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be
required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-
Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance
with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.
We have filed a registration
statement on Form 8-A with the SEC to voluntarily register our securities under Section12 of the Exchange Act. As a result, we are
subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our
reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
We are a Cayman Islands exempted
company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted
from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from
the Cayman Islands government that, in accordance with Section6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for
a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on
profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i)on or in respect of our shares,
debentures or other obligations or (ii)by way of the withholding in whole or in part of a payment of dividend or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.
We are an emerging
growth company, as defined in Section2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to
take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404
of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,
and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less
active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section107
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided
in Section7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging
growth company until the earlier of (1)the last day of the fiscal year (a)following the fifth anniversary of the completion
of this offering, (b)in which we have total annual gross revenue of at least $1.235billion, or (c)in which we are deemed
to be a large accelerated filer, which means the market value of our ClassA ordinary shares that are held by non-affiliates equal
or exceeds $700million as of the prior June30, and (2)the date on which we have issued more than $1.0billion in
non-convertible debt during the prior three-year period.
20
Item1A. Risk Factors
*Our business, financial
condition, financial results, and future growth prospects are subject to a number of risks and uncertainties, including those set forth
below. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, financial
results, and future growth prospects. Additional risks and uncertainties that are not currently known to us or that we do not currently
believe to be material may also negatively affect our business, financial condition, financial results, and future growth prospects.*
Summary Risk Factors
The following is a summary
of the more significant risks relating to the Company.
Risks Related to Our Business
|
| We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective. |
|
|
| Our
Public Shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote,
holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though
a majority of our Public Shareholders do not support such a combination. |
|
|
| Your
only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your
right to redeem your shares from us for cash. |
|
|
| If
we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote in
favor of such initial business combination, regardless of how our Public Shareholders vote. |
|
|
| We
may not be able to complete our initial business combination within the time period prescribed in our Articles, in which case we would
cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public
Shareholders may receive only $11.84 per share (based on the Trust Account balance as of March 9, 2026), or less than such amount in
certain circumstances, and our warrants will expire worthless. |
|
|
| Our
search for an initial business combination, and any target business with which we ultimately consummate an initial business combination,
may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in
Ukraine or any other geopolitical tensions. |
|
|
| You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate
your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss. |
|
|
| We
cannot assure you that our diligence review has identified all material risks associated with the announced Business Combination Agreement,
and you may be less protected as an investor from any material issues with respect to the acquired business. |
|
|
| If
the announced Business Combination Agreement is consummated you will experience dilution due to the issuance of new shares of ordinary
shares and securities convertible into ordinary shares to the existing shareholders of the acquired business as consideration. |
|
Risks Related to Our Securities
|
| NYSE
has delisted our securities from trading on its exchange, which limits investors ability to make transactions in our securities
and subjects us to additional trading restrictions. |
|
|
| You
will not be entitled to protections normally afforded to investors of many other blank check companies. |
|
21
If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsors or management team to fund our search and to complete our initial business combination.
Risks Related to Our Trust Account
|
| If
third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.00 per share. |
|
|
| Our
directors may decide not to enforce the indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount
of funds in the trust account available for distribution to our Public Shareholders. |
|
|
| We
may not have sufficient funds to satisfy indemnification claims of our directors and officers. |
|
Risks Related to Our Operations
|
| If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which may make it difficult for us to complete our initial business combination. |
|
|
| Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability
to negotiate and complete our initial business combination, and results of operations. |
|
Risks Related to Our Corporate Structure
|
| We
may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity
for our shareholders to appoint directors. |
|
|
| Holders
of ClassA ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying ClassA
ordinary shares or certain exemptions are available. |
|
Risks Related to Our Search for a Business
Combination
|
| We
may seek business combination opportunities in industries or sectors that may be outside of our managements areas of expertise. |
|
|
| We
may be a passive foreign investment company, or PFIC, and/or controlled foreign corporation, or CFC which
could result in adverse United States federal income tax consequences to U.S. investors. |
|
|
| Since
our sponsors, Anchor Investor, officers and directors will lose their entire investment in us if our initial business combination is
not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our
initial business combination. |
|
|
| The
SEC has recently issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time
needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination. |
|
22
Risks Related to Our Organizational Documents
and Structure
|
| In
order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various
provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not
seek to amend our sixth amended and restated memorandum and articles of association or governing instruments in a manner that will make
it easier for us to complete our initial business combination that our shareholders may not support. |
|
Risks Related to Our Warrants
|
| Our
warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New
York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which
could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company. |
|
General Risks
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| We
are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of
certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make
our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
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| Recent
increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial
business combination. |
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| We
have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely
affect our ability to report our results of operations and financial condition accurately and in a timely manner. |
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Risks Associated with Acquiring and Operating
a Business in Foreign Countries
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| If
we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional
risks that may adversely affect us. |
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Risks Related to Our Business
We are a blank check company with no operating
history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a blank check company
incorporated under the laws of the Cayman Islands with operations limited to pursuing and reviewing potential opportunities for the initial
business combination since the Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate
our ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial business
combination, we will never generate any operating revenues.
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Our Public Shareholders may not be afforded
an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our Founder Shares will participate
in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support
such a combination.
We may choose not to hold
a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under
applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a
proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our
discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction
would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will
participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority
of our ordinary shares do not approve of the business combination we complete.
Your only opportunity to effect your investment
decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment
in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since
our board of directors may complete such business combination without seeking shareholder approval, and then Public Shareholders may not
have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity
to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within
the period of time (which will be at least 20 businessdays) set forth in our tender offer documents mailed to our Public Shareholders
in which we describe our initial business combination.
If we seek shareholder approval of our initial
business combination, our Initial Shareholders and management team have agreed to vote in favor of such initial business combination,
regardless of how our Public Shareholders vote.
Our Initial Shareholders
own 93.4% of our issued and outstanding ordinary shares since the completion of Initial Public Offering. Our Initial Shareholders and
management team also may from time to time purchase ClassA ordinary shares prior to our initial business combination. Our sixth
amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination,
such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company, including the Founder Shares. As a result,
our Initial Shareholders Founder Shares, would fulfill the majority vote needed to have our initial business combination approved.
The ability of our Public Shareholders to redeem
their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult
for us to enter into a business combination with a target.
We may seek to enter into
a business combination transaction agreement with a minimum cash requirement for (i)cash consideration to be paid to the target
or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other
conditions. If too many Public Shareholders exercise their redemption rights, we would not be able to meet such closing condition and,
as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our Public Shares in
an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination, or
any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination.
Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets, to be less than $5,000,001
upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described
above, we would not proceed with such redemption of our Public Shares and the related business combination, and we may instead search
for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business
combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming
shareholders will not reflect an obligation to pay deferred underwriting commissions, which have been waived by the underwriters.
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The ability of our Public Shareholders to exercise
redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or
optimize our capital structure.
At the time we enter into
an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such
requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third
party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher
than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the ClassB ordinary
shares results in the issuance of ClassA ordinary shares on a greater than one-to-one basis upon conversion of the ClassB
ordinary shares at the time of our initial business combination. The per-share amount we will distribute to shareholders who properly
exercise their redemption rights will not be reduced by deferred underwriting commissions, which have been waived. The above considerations
may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The ability of our Public Shareholders to exercise
redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would
be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination
agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount
of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business
combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If
you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may
trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your
investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able
to sell your shares in the open market.
The requirement that we complete our initial
business combination within the time period prescribed in our Articles may give potential target businesses leverage over us in negotiating
a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in
particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on
terms that would produce value for our shareholders.
Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
within the time period prescribed in our Articles. Consequently, such target business may obtain leverage over us in negotiating an initial
business combination, knowing that if we do not complete our initial business combination with that particular target business, we may
be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe
described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on
terms that we would have rejected upon a more comprehensive investigation.
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We may not be able to complete our initial
business combination within the time period prescribed in our Articles, in which case we would cease all operations except for the purpose
of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.84 per
share (based on the Trust Account balance as of March 9, 2026), or less than such amount in certain circumstances, and our warrants will
expire worthless.
We may not be able to find
a suitable target business and complete our initial business combination by March 11, 2027. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described
herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. Additionally,
terrorist attacks, natural disasters or a significant outbreak of infectious diseases may negatively impact businesses we may seek to
acquire. If we have not completed our initial business combination within such time period, we will: (i)cease all operations except
for the purpose of winding up; (ii)as promptly as reasonably possible but not more than ten businessdays thereafter, redeem
the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii)as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii)and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all
cases subject to the other requirements of applicable law. In such case, our Public Shareholders may receive only $11.84 per share (based
on the Trust Account balance as of March 9, 2026), or less than $10.00 per share, on the redemption of their shares, and our warrants
will expire worthless. See If third parties bring claims against us, the funds held in the trust account could be reduced
and the per-share redemption amount received by shareholders may be less than $11.84 per share (based on the Trust Account balance as
of March 9, 2026) and other risk factors herein.
If a shareholder fails to receive notice of
our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for
submitting or tendering its shares, such shares may not be redeemed.
We will comply with the proxy
rulesor tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite
our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such
shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable,
that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures
that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our Public
Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name,
to, at the holders option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two businessdays prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption
of its Public Shares to also submit a written request for redemption to our transfer agent two businessdays prior to the scheduled
vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these
or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.
You will not have any rights or interests in
funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to
sell your Public Shares or warrants, potentially at a loss.
Our Public Shareholders will
be entitled to receive funds from the trust account only upon the earliest to occur of: (i)our completion of an initial business
combination, and then only in connection with those ClassA ordinary shares that such shareholder properly elected to redeem, subject
to the limitations and on the conditions described herein, (ii)the redemption of any Public Shares properly submitted in connection
with a shareholder vote to amend our sixth amended and restated memorandum and articles of association (A)to modify the substance
or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares
if we do not complete our initial business combination by March 11, 2027 or (B)with respect to any other material provisions relating
to shareholders rights or pre-initial business combination activity, and (iii)the redemption of our Public Shares if we have
not completed an initial business combination by March 11, 2027, subject to applicable law and as further described herein. In no other
circumstances will a Public Shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have
any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares
or warrants, potentially at a loss.
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Risks Related to Our Securities
The Companys securities have been delisted
from the New York Stock Exchange.
On February 12, 2024, the
New York Stock Exchange (NYSE) issued a press release stating that it had determined that the Company was not in compliance
with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the LCM) because the Company failed to consummate a
business combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years.
As such, the NYSE had determined to commence proceedings to delist from the NYSE the Companys Class A ordinary shares and units.
Trading of the Companys
securities was suspended effective as of approximately 9:30 a.m. Eastern Time on February 12, 2024 and the NYSE filed a Form 25 on February
27, 2024.
Since our securities were
delisted, we could face significant material adverse consequences, including:
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a limited availability of market quotations for our securities; | |
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reduced liquidity for our securities; | |
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a determination that our ClassA ordinary shares are a penny stock as defined in applicable SEC ruleswhich will require brokers trading in our ClassA ordinary shares to adhere to more stringent rulesand possibly result in a reduced level of trading activity in the secondary trading market for our securities; | |
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a limited amount of news and analyst coverage; and | |
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a decreased ability to issue additional securities or obtain additional financing in the future. | |
The National Securities Markets
Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which
are referred to as covered securities. Since we are no longer listed on the NYSE, our securities would not qualify as covered
securities under the statute and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally
afforded to investors of many other blank check companies.
Since the net proceeds of
the Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination
with a target business that has not been selected, we may be deemed to be a blank check company under the United States
securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form8-K,
including an audited balance sheet demonstrating this fact, we are exempt from rulespromulgated by the SEC to protect investors
in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of those rules.
Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial
business combination than do companies subject to Rule419. Moreover, if we are subject to Rule419, that rulewould prohibit
the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released
to us in connection with our completion of an initial business combination.
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If we seek shareholder approval of our initial
business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders
are deemed to hold in excess of 15% of our ClassA ordinary shares, you will lose the ability to redeem all such shares in excess
of 15% of our ClassA ordinary shares.
If we seek shareholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our sixth amended and restated memorandum and articles of association provide that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group
(as defined under Section13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15% of the shares sold in the Initial Public Offering without our prior consent, which we refer to as the Excess Shares.
However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our
initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions.
Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination.
And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant
competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we
are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion of the funds
in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
We expect to encounter competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships),
other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire.
Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly,
acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater
technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively
limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially
acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with
respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent
competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated
to offer holders of our Public Shares the right to redeem their shares for cash at the time of our initial business combination in conjunction
with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our
initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business
combination. If we are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion
of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
Affiliates of Crown AcquisitionsInc.
have similar or overlapping investment objectives and guidelines, and we may not be presented investment opportunities that may otherwise
be suitable for us.
Affiliates of Crown AcquisitionsInc.
currently invest and plan to continue to invest in, incubate, and grow successful businesses in sectors across real estate. There may
be overlap of investment opportunities with affiliates of Crown AcquisitionsInc. that are actively investing and similar overlap
with future Crown AcquisitionsInc. affiliates. This overlap could create conflicts of interest. In particular, investment opportunities
that may otherwise be suitable for us may not be presented to us by our sponsors. This overlap could also create conflicts in determining
to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential
target business may be presented to another entity prior to its presentation to us.
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Certain members of our management team may
be involved in and have a greater financial interest in the performance of other Crown AcquisitionsInc. entities, and such activities
may create conflicts of interest in making decisions on our behalf.
Certain members of our management
team may be subject to a variety of conflicts of interest relating to their responsibilities to Crown AcquisitionsInc. and its other
affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other
Crown AcquisitionsInc. entities. Such positions may create a conflict between the advice and investment opportunities provided to
such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment
objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance
of such other Crown AcquisitionsInc. entities than our performance. Such involvement may create conflicts of interest in sourcing
investment opportunities on our behalf and on behalf of such other entities.
We may re-engage one or more of the underwriters
of our Initial Public Offering or their affiliates to provide additional services to us, including to act as financial advisor in connection
with an initial business combination and/or as placement agent in connection with a related financing transaction. The underwriters of
our Initial Public Offering have elected to waive their right to receive deferred commissions and have disclaimed any responsibility for
any future registration statement filed in connection with an initial business combination. These events may cause the underwriters to
have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the consummation
of an initial business combination.
We may re-engage one or more
of the underwriters of our Initial Public Offering or their affiliates to provide additional services to us, including, for example, identifying
potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing.
We will pay the underwriters or their affiliates fair and reasonable fees or other compensation that would be determined at that time
in an arms length negotiation. In December 2022, the underwriters of our Initial Public Offering elected to waive their right to
receive deferred commissions and have disclaimed any responsibility for any future registration statement filed in connection with an
initial business combination. The fact that the underwriters or their affiliates financial interests have been waived and responsibility
disclaimed may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts
of interest in connection with the consummation of an initial business combination.
If the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants not being held in the trust account are insufficient, it could limit the amount available
to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from
our sponsors or management team to fund our search and to complete our initial business combination.
We believe that the funds
available to us outside of the trust account will be sufficient to allow us to operate for at least until March 11, 2027; however, we
cannot assure you that our estimate is accurate. If we are required to seek additional capital, we would need to borrow funds from our
sponsors, management team or other third parties to operate or may be forced to liquidate. Neither our sponsors, members of our management
team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid
only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Prior
to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate
of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights
to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient
funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our Public Shareholders may
only receive an estimated $11.84 per share (based on the Trust Account balance as of March 9, 2026), or possibly less, on our redemption
of our Public Shares, and our warrants will expire worthless.
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Subsequent to our completion of our initial
business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have
a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you
to lose some or all of your investment.
Even if we conduct due diligence
on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present
within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence,
or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be
forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in
our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known
risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and
not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions
about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be
subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially
finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders
or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or
warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.
Risks Related to Our Trust Account
The underwriters were to be compensated in
connection with the completion of an initial business combination but have instead waived such compensation and disclaimed any responsibility
for any future registration statement filed in connection with an initial business combination.
RBC Capital Markets, LLC
(RBC), representative of the underwriters to our Initial Public Offering, delivered a waiver letter to Crown on December14,
2022 waiving any entitlement to the payment of any deferred underwriting commissions (in an aggregate amount of $9,660,000) in connection
with its role as underwriter in the Initial Public Offering. RBC informed us that they are not responsible for any portion of any future
registration statement filed in connection with our initial business combination. Such deferred underwriting commissions were agreed between
Crown and the underwriters in the underwriting agreement executed in connection with our Initial Public Offering and was to be payable
to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination.
As a result of the Underwriter
Waiver, the transactions fees that would have been payable by Crown at the completion of the initial business combination were reduced
by approximately $9.66million. The underwriting services being provided by the underwriters in connection with the Initial Public
Offering, prior to the Underwriter Waiver, were substantially complete, with any fees payable to the underwriters for such services contingent
upon the completion of the initial business combination.
We believe that the Underwriter
Waiver of fees for services that have already been substantially rendered or that were contingent upon the occurrence of an event that
applicable persons expect will occur, is unusual. While RBC did not provide any additional detail in their Underwriter Waiver letter,
shareholders should be aware that such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future
registration statement filed in connection with an initial business combination. None of the underwriters discussed the reasons for their
forfeiture of fees with management, and Crown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters
having already completed a substantial portion of their services. Crown will not speculate about the reasons why the underwriters forfeited
fees after performing substantially all the work to earn such fees. Accordingly, shareholders should not place any reliance on the fact
that the underwriters were previously engaged by Crown to serve as an underwriter in Crowns Initial Public Offering and should
not assume that the underwriters are involved in any future transaction.
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If third parties bring claims against us,
the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.84
per share (based on the Trust Account balance as of March 9, 2026).
Our placing of funds in the
trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers,
prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to any monies held in the trust account for the benefit of our Public Shareholders, such parties may not execute
such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third partys engagement would be in the best interests of the company under the
circumstances.
Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our Public Shares, if we
have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may
be brought against us within the 10years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders
could be less than the $11.84] per Public Share initially held in the trust account (based on the Trust Account balance as of March 9,
2026), due to claims of such creditors. Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims
by a third party (other than CBIZ CPAs P.C., our independent registered public accounting firm) for services rendered or products sold
to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)$10.00 per Public Share
and (ii)the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if
less than $10.00per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked
Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor
has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsors only assets are securities
of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. As a result, if
any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
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Our directors may decide not to enforce the
indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount of funds in the trust account available
for distribution to our Public Shareholders.
In the event that the funds
in the trust account are reduced below the lesser of (i)$10.00 per share and (ii)the actual amount per Public Share held in
the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value
of the trust assets, in each case less taxes payable, and Crown PropTech Sponsor asserts that it is unable to satisfy his obligations
or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent
directors would take legal action on our behalf against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is
possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to
do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high
relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent
directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution
to our Public Shareholders may be reduced below $10.00 per share.
We may not have sufficient funds to satisfy
indemnification claims of our directors and officers.
We have agreed to indemnify
our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right,
title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any
reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds
outside of the trust account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and
directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though
such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely
affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification
provisions.
The securities in which we invest the funds
held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the
per-share redemption amount received by Public Shareholders may be less than $10.00 per share.
The proceeds held in the
trust account will be invested only in U.S. government treasury obligations with a maturity of 185days or less or in money market
funds meeting certain conditions under Rule2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded
negative interest rates in recentyears. Central banks in Europe and Japan pursued interest rates below zero in recentyears,
and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies
in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our sixth
amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the
proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income
to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption
amount received by Public Shareholders may be less than $10.00 per share.
32
If, after we distribute the funds in the trust
account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board
of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors
and us to claims of punitive damages.
If, after we distribute the
funds in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor
and/or bankruptcy or insolvency laws as either a preferential transfer or a fraudulent conveyance. As a result,
a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us
to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors.
If, before distributing the funds in the trust
account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is
filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders
and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
If, before distributing the
funds in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up
petition is filed against us that is not dismissed, the funds held in the trust account could be subject to applicable bankruptcy or insolvency
law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.
To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our shareholders
in connection with our liquidation may be reduced.
Risks Related to Our Operations
If we are deemed to be an investment company
under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete our initial business combination.
If we are deemed to be an
investment company under the Investment Company Act, our activities may be restricted, including:
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| restrictions
on the nature of our investments; and |
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| restrictions
on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. In addition,
we may have imposed upon us burdensome requirements, including: |
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| registration
as an investment company; |
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| adoption
of a specific form of corporate structure; and |
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| reporting,
record keeping, voting, proxy and disclosure requirements and other rulesand regulations. |
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In order not to be regulated
as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged
primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting,
owning, holding or trading investment securities constituting more than 40% of our assets (exclusive of U.S. government
securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter
to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale
or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
33
We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may
only be invested in United States government securities within the meaning of Section2(a)(16) of the Investment Company
Act having a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee
is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having
a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner
of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of
the Investment Company Act. An investment in us is not intended for persons who are seeking a return on investments in government securities
or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i)the
completion of our initial business combination; (ii)the redemption of any Public Shares properly submitted in connection with a
shareholder vote to amend our sixth amended and restated memorandum and articles of association (A)to modify the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we
do not complete our initial business combination by March 11, 2027 or (B)with respect to any other material provisions relating
to shareholders rights or pre-initial business combination activity; or (iii)absent an initial business combination by March
11, 2027 our return of the funds held in the trust account to our Public Shareholders as part of our redemption of the Public Shares.
If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to
be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business
combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for
distribution to Public Shareholders, and our warrants will expire worthless.
Changes to laws or regulations (including the
adoption of policies by governing administrations) or in how such laws or regulations are interpreted or applied, or a failure to comply
with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and
complete our initial business combination.
We are subject to the laws
and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments
and, potentially, non-U.S. jurisdictions. These governing bodies may seek to change laws and regulations, as well as adopt new policies,
including tariffs and other economic policies, that could negatively impact us or a target business with which we seek to consummate an
initial business combination. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements
and numerous complex tax laws, and our consummation of an initial business combination may be contingent upon our ability to comply with
certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws,
regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and
costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could
have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable
laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate
and complete an initial business combination.
On January 24, 2024, the
SEC adopted a series of new rules (the SPAC Rules), requiring, among other items, (i) additional disclosures relating to
SPAC business combination transactions, (ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors
and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii) the use of projections by SPACs in SEC filings
in connection with proposed business combination transactions; and (iv) both the SPAC and the target companys status as co-registrants
on de-SPAC registration statements. The majority of these SPAC Rules became effective on July 1, 2024.
In addition, the SECs
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act, including its duration, asset composition, business purpose and the activities of the SPAC and its management team in furtherance
of such goals.
Compliance with the SPAC
Rules and related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and
may constrain the circumstances under which we could complete an initial business combination.
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If we are unable to consummate our initial
business combination within the prescribed timeframe, our Public Shareholders may be forced to wait beyond the prescribed timeframe before
redemption from our trust account.
If we are unable to consummate
our initial business combination by March 11, 2027, the funds then on deposit in the trust account, including interest earned on the funds
held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund
the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the trust account will be
effected automatically by function of our sixth amended and restated memorandum and articles of association prior to any voluntary winding
up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our Public Shareholders,
as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies
Act of the Cayman Islands, as amended (the Companies Act). In that case, investors may be forced to wait beyond the prescribed
timeframe before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata
portion of the funds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or
liquidation unless we consummate our initial business combination prior thereto and only then in cases where investors have sought to
redeem their ClassA ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions
if we are unable to complete our initial business combination.
Our shareholders may be held liable for claims
by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter
into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors
may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves
and our company to claims by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully
authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall
due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for fiveyears
in the Cayman Islands.
Adverse developments affecting the financial
services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely
affect our business, financial condition or results of operations, or our prospects.
The funds in our operating
account and our trust account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing
accounts would exceed any applicable Federal Deposit Insurance Corporation (FDIC) insurance limits. Should events, including
limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions
that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any
events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March10, 2023, the FDIC announced
that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have
any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions
that hold our funds will not experience similar issues.
In addition, investor concerns
regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest
rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby
making it more difficult for us to acquire financing on terms favorable to us in connection with an initial business combination, or at
all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects.
35
Risks Related to Our Corporate Structure
We may not hold an annual general meeting until
after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.
In accordance with the NYSE
corporate governance requirements, we are not required to hold an annual general meeting until no later than oneyear after our first
fiscalyear end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary
general meetings to appoint directors. We may not hold an annual general meeting of shareholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section302 of the NYSE Listed Company Manual, which
requires an annual meeting. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to appoint
directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of
directors being appointed in eachyear and each class (except for those directors appointed prior to our first annual general meeting)
serving a three-year term. In addition, as holders of our ClassA ordinary shares, our Public Shareholders will not have the right
to vote on the appointment of directors until after the consummation of our initial business combination.
Holders of ClassA ordinary shares will
not be permitted to exercise their warrants unless we register and qualify the underlying ClassA ordinary shares or certain exemptions
are available.
If the issuance of the ClassA
ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities
Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have
no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of Units will have paid the full
Unit purchase price solely for the ClassA ordinary shares included in the Units.
We are not registering the
ClassA ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time.
However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 businessdays,
after the closing of our initial business combination, we will use commercially reasonable efforts to file a registration statement with
the SEC covering the registration under the Securities Act of the ClassA ordinary shares issuable upon exercise of the warrants
and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 businessdays following our
initial business combination and to maintain a current prospectus relating to the ClassA ordinary shares issuable upon exercise
of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot
assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information
set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not
current or correct or the SEC issues a stop order.
If the ClassA ordinary
shares issuable upon exercise of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders
of warrants who seek to exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless
basis, in which case the number of ClassA ordinary shares that the holders of warrants will receive upon cashless exercise will
be based on a formula subject to a maximum number of shares equal to 0.361 ClassA ordinary shares per warrant (subject to adjustment).
In no event will warrants
be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their
warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the
exercising holder, or an exemption from registration or qualification is available.
36
If our ClassA ordinary
shares, are at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition
of covered securities under Section18(b)(1)of the Securities Act, we may, at our option, not permit holders
of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis in accordance
with Section3(a)(9)of the Securities Act; in the event we so elect, we will not be required to file or maintain in effect
a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, and in the
event we do not so elect, we will use our commercially reasonable efforts to register or qualify the shares underlying the warrants under
applicable state securities laws to the extent an exemption is not available.
In no event will we be required
to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in
exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities
Act or applicable state securities laws.
Our ability to require holders of our warrants
to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement
covering the issuance of ClassA ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer ClassA
ordinary shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their
warrants in cash.
If we call the warrants for
redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless
basis in certain circumstances. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to
do so when there is no effective registration statement, the number of ClassA ordinary shares received by a holder upon exercise
will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising
875 public warrants at $11.50 per share through a cashless exercise when the ClassA ordinary shares have a fair market value of
$17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 ClassA
ordinary shares. The holder would have received 875 ClassA ordinary shares if the exercise price was paid in cash. This will have
the effect of reducing the potential upside of the holders investment in our company because the warrant holder will hold a smaller
number of ClassA ordinary shares upon a cashless exercise of the warrants they hold.
The grant of registration rights to our Initial
Shareholders and holders of our Private Placement Warrants may make it more difficult to complete our initial business combination, and
the future exercise of such rights may adversely affect the market price of our ClassA ordinary shares.
Pursuant to an agreement
entered into concurrently with the Initial Public Offering, our Initial Shareholders can demand that we register the ClassA ordinary
shares into which Founder Shares are convertible, holders of our Private Placement Warrants and their permitted transferees can demand
that we register the Private Placement Warrants and the ClassA ordinary shares issuable upon exercise of the Private Placement Warrants,
and holders of securities that may be issued upon conversion of working capital loans may demand that we register such Units, shares,
warrants or the ClassA ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities.
The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect
on the market price of our ClassA ordinary shares. In addition, the existence of the registration rights may make our initial business
combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake
they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA
ordinary shares that is expected when the ordinary shares owned by our Initial Shareholders, holders of our Private Placement Warrants
or holders of our working capital loans or their respective permitted transferees are registered.
37
Risks Related to Our Search for a Business
Combination
Past performance by our management team, including
investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative
of future performance of an investment in the company.
Any past experience and performance
by our management team and its affiliates and the businesses with which they have been associated, is not a guarantee that we will be
able to successfully complete our initial business combination, that we will be able to provide positive returns to our shareholders,
or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences
of our management team or its affiliates, including investments and transactions in which they have participated and businesses with which
they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by
each of the members of our management team. The market price of our securities may be influenced by numerous factors, many of which are
beyond our control, and our shareholders may experience losses on their investment in our securities.
We rely on the experience and skills of our
management team to identify future trends in the industries in which we will consummate our initial business combination and to take advantage
of these trends, but there is no guarantee that they will be able to do so to the extent we expect or at all.
The process of predicting
trends, especially in industries developing as fast as the technology-driven real estate industry, is complex and uncertain. While we
concentrate our efforts in identifying businesses that provide technological innovation to the real estate ecosystem, our anticipated
industry trends may not materialize to the extent we expect or at all. In addition, after our initial business combination, we may commit
significant resources in anticipation of certain expected industry trends before realizing whether our investments will result in profitable
returns. Furthermore, we may not successfully execute our vision because of, among other things, errors in planning or timing, technical
hurdles that we fail to overcome in a timely fashion or a lack of appropriate resources. If we are unable to identify and take advantage
of future trends in our target industries to the extent we expect or at all, our ability to complete our initial business combination
may become limited and our business, financial condition and results of operations will be adversely affected.
Changes in the market for directors and officers
liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
The market for directors
and officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team.
Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have
generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.
The increased cost and decreased
availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete
an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming
a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore,
any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combinations
ability to attract and retain qualified officers and directors.
In addition, after completion
of any initial business combination, our directors and officers could be subject to potential liability from claims arising from conduct
alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the
post-business combination entity may need to purchase additional insurance with respect to any such claims (run-off insurance).
The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate
our ability to consummate an initial business combination on terms favorable to our investors.
38
We may seek business combination opportunities
in industries or sectors that may be outside of our managements areas of expertise.
We may consider a business
combination outside of our managements areas of expertise if a business combination candidate is presented to us and we determine
that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate
the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess
all of the significant risk factors. We also cannot assure you that an investment in us will not ultimately prove to be less favorable
than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business
combination outside of the areas of our managements expertise, our managements expertise may not be directly applicable
to its evaluation or operation, and the information contained in this Formregarding the areas of our managements expertise
would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain
or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial
business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction
in value.
Although we have identified general criteria
and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination
with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial
business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public
Shareholders (which may be $10.00 per share or less in certain circumstances), and our warrants will expire worthless.
We are not required to obtain an opinion from
an independent investment banking firm or from a valuation or appraisal firm, and consequently, you may have no assurance from an independent
source that the price we are paying for the business is fair to our shareholders from a financial point of view.
Unless we complete our initial
business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target
business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent
investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders
from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors,
who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed
in our proxy materials or tender offer documents, as applicable, related to our initial business combination.
39
We may issue additional ClassA ordinary
shares (including pursuant to an agreement with our Anchor Investor) or preferred shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares
upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result
of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present
other risks.
Our sixth amended and restated
memorandum and articles of association authorize the issuance of up to 200,000,000 ClassA ordinary shares, par value $0.0001 per
share, 20,000,000 ClassB ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share.
As of March 9, 2026, there were 199,516,178 and 13,100,000 authorized but unissued ClassA ordinary shares and ClassB ordinary
shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding
warrants, or shares issuable upon conversion of the ClassB ordinary shares. The ClassB ordinary shares are automatically convertible
into ClassA ordinary shares concurrently with or immediately following the consummation of our initial business combination, initially
at a one-for-one ratio but subject to adjustment as set forth herein and in our sixth amended and restated memorandum and articles of
association, including in certain circumstances in which we issue ClassA ordinary shares or equity-linked securities related to
our initial business combination. As of March 9, 2026, there were no preferred shares issued and outstanding.
We may issue a substantial
number of additional ClassA ordinary shares or preferred shares to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. For example, we granted our Anchor Investor the option, but not the
obligation, to purchase up to 30% of our ClassA ordinary shares, for a purchase price of $10.00 per ClassA ordinary share,
in any financing transaction we may conduct in connection with our initial business combination. We may also issue ClassA ordinary
shares upon conversion of the ClassB ordinary shares at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions as set forth therein. However, our sixth amended and restated memorandum and articles of association
provide, among other things, that prior to our initial business combination, we may not issue additional shares that would entitle the
holders thereof to (i)receive funds from the trust account or (ii)vote on any initial business combination. These provisions
of our sixth amended and restated memorandum and articles of association, like all provisions of our sixth amended and restated memorandum
and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares:
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significantly dilute the equity interest of our shareholders; |
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subordinate the rights of holders of ClassA ordinary shares if preferred shares are issued with rights senior to those afforded
our ClassA ordinary shares; |
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cause a change in control if a substantial number of ClassA ordinary shares are issued, which may affect, among other things, our
ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers
and directors; and |
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| may
adversely affect prevailing market prices for our Units, ClassA ordinary shares and/or warrants. |
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Unlike some other similarly structured special
purpose acquisition companies, our Initial Shareholders will receive additional ClassA ordinary shares if we issue certain shares
to consummate an initial business combination.
The Founder Shares will automatically
convert into ClassA ordinary shares concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other
similar transactions, and subject to further adjustment as provided herein. In the case that additional ClassA ordinary shares or
equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of ClassA ordinary
shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ClassA ordinary shares
outstanding after such conversion (after giving effect to any redemptions of ClassA ordinary shares by Public Shareholders), including
the total number of ClassA ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any ClassA ordinary shares or equity-linked securities exercisable for or convertible into ClassA ordinary
shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to our sponsors,
officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a
less than one-for-one basis.
40
Resources could be wasted in researching business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another
business. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion
of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
The investigation of each
specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we
decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely
would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial
business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related
costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds
in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.
We may be a passive foreign investment company,
or PFIC or a controlled foreign corporation CFC, which could result in adverse United States federal income
tax consequences to U.S. investors.
If we are a PFIC for any
taxableyear (or portion thereof) that is included in the holding period of a U.S. Holder of our ClassA ordinary shares or
warrants, the U.S. Holder may be subject to adverse United States federal income tax consequences and may be subject to additional reporting
requirements. Our PFIC status with respect to a U.S. Holder for our current and subsequent taxableyears may depend on whether our
business combination is completed during our current taxable year and the timing and structure of the business combination. Accordingly,
there can be no assurances with respect to our status as a PFIC with respect to a U.S. Holder for our current taxable year or any subsequent
taxable year. Our actual PFIC status for any taxableyear, moreover, will not be determinable until after the end of such taxableyear.
In addition, if we are treated as a CFC for any taxable year, any U.S. Holder that owns 10% or more (by vote or value) of the equity of
the Company for United States federal income tax purposes would be subject to the United States federal income tax rules regarding CFCs
rather than the rules regarding PFICs, which also may subject such U.S. Holder to advise United States federal income tax consequences
and reporting requirements. Our CFC status with respect to a U.S. Holder for our current and subsequent taxable years may depend on whether
our business combination is completed during our current taxable year, and the timing and the structure of the business combination.
If we determine we are a
PFIC for any taxableyear (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as
the Internal Revenue Service (IRS) may require, including a PFIC annual information statement, in order to enable the U.S.
Holder to make and maintain a qualified electing fund election, but there can be no assurance that we will timely provide
such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to
consult their own tax advisors regarding the possible application of the PFIC and CFC rules.
We may reincorporate in another jurisdiction
in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.
We may, in connection with
our initial business combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction
in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder to recognize
taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent
entity. We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding
taxes or other taxes with respect to their ownership of us after the reincorporation.
41
After our initial business combination, it
is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside
the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.
It is possible that after
our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets
will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United
States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United
States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws.
We are dependent upon our officers and directors
and their loss could adversely affect our ability to operate.
Our operations are dependent
upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the
continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers
and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest
in allocating their time among various business activities, including identifying potential business combinations and monitoring the related
due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The
unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
Our ability to successfully effect our initial
business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us
following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our
post-combination business.
Our ability to successfully
effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target
business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management
or advisory positions following our initial business combination, it is likely that some or all of the management of the target business
will remain in place. While we closely scrutinize any individuals we engage after our initial business combination, we cannot assure you
that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating
a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment
or consulting agreements with a target business in connection with a particular business combination, and a particular business combination
may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation
following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular
business combination is the most advantageous.
Our key personnel may be
able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment
or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation
of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities
for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnels
retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their
motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.
42
We may have a limited ability to assess the
management of a prospective target business and, as a result, may effect our initial business combination with a target business whose
management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability
of effecting our initial business combination with a prospective target business, our ability to assess the target businesss management
may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target businesss management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
businesss management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and
profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.
We may seek acquisition opportunities with
an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
To the extent we complete
our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record
of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks
include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings,
intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate
the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors
and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave
us with no ability to control or reduce the chances that those risks will adversely impact a target business.
The officers and directors of an acquisition
candidate may resign upon completion of our initial business combination. The loss of a business combination targets key personnel
could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition
candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we
contemplate that certain members of an acquisition candidates management team will remain associated with the acquisition candidate
following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to
remain in place.
Our officers and directors will allocate their
time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This
conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our officers and directors
are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their
time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for
which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per
week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers and
directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial business combination.
43
Our officers and directors presently have,
and any of them in the future may have additional, fiduciary or contractual obligations to other entities and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.
Until we consummate our initial
business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers
and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly,
they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts
may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject
to their fiduciary duties under Cayman Islands law. Our sixth amended and restated memorandum and articles of association provide that,
to the fullest extent permitted by applicable law: (i)no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on
the other.
In addition, our sponsors,
Anchor Investor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may
pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies,
businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not
believe that any such potential conflicts would materially affect our ability to complete our initial business combination.
Our officers, directors, security holders and
their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy
that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial
interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact,
we may enter into a business combination with a target business that is affiliated with our sponsors, our directors or officers, although
we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business
activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial
interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing
a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target
business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination
are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to
us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders
rights. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with
one or more target businesses that have relationships with entities that may be affiliated with our sponsors, officers, directors or existing
holders which may raise potential conflicts of interest.
In light of the involvement
of our sponsors, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsors,
officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without
limitation, those described under Item10. Directors, Executive Officers and Corporate GovernanceConflicts of Interest.
Such entities may compete with us for business combination opportunities. Our sponsors, officers and directors are not currently aware
of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and
there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be
specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member
of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our sponsors, officers, directors or existing holders, potential
conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public
Shareholders as they would be absent any conflicts of interest.
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Since our sponsors, Anchor Investor, officers
and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may
arise in determining whether a particular business combination target is appropriate for our initial business combination.
The sponsors currently own
5,960,000 Founder Shares, including 5,662,000 held by CIIG and 298,000 held by Crown PropTech Sponsor, the Anchor Investor currently owns
690,000 Founder Shares and the initial independent directors each received 50,000 Founder Shares concurrently with the Initial Public
Offering (an additional aggregate 50,000 Founder Shares held by two of Crowns advisors and 50,000 Founder Shares held by a former
director). The Founder Shares will be worthless if we do not consummate the initial business combination. CIIG, Crown PropTech Sponsor
and our Anchor Investor have also purchased 250,667, 3,760,000 and 1,002,666 Private Placement Warrants, respectively (5,013,333 in the
aggregate). There will be no redemption rights or liquidating distributions from the trust account with respect to the Founder Shares
or Private Placement Warrants, which will expire worthless if we do not consummate a business combination prior to March 11, 2027. As
a result, the personal and financial interests of certain of our officers and directors, directly or as members of our sponsors, in consummating
the initial business combination, may influence their motivation in identifying and selecting a target for the initial business combination.
We may issue additional notes or other debt
securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial
condition and thus negatively impact the value of our shareholders investment in us.
Although we have no commitments
as of the date of this Form10-K to issue any additional notes or other debt securities, or to otherwise incur outstanding debt,
we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not
incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the
monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust
account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
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| acceleration
of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants
that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
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| our
immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
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| our
inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing
while the debt security is outstanding; |
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| our
inability to pay dividends on our ClassA ordinary shares; |
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| using
a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends
on our ClassA ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
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| limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
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| increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and |
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| limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of
our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
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We may only be able to complete one business
combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be
solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively
impact our operations and profitability. Of the net proceeds from the Initial Public Offering and the Private Placement, as of March
9, 2026, up to $5,731,447 will be available to complete our initial business combination.
We may effectuate our initial
business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However,
we may not be able to effectuate our initial business combination with more than one target business because of various factors, including
the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that
present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By
completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic,
competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different
industries or different areas of a single industry. Accordingly, the prospects for our success may be:
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dependent upon the performance of a single business, property or asset, or |
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upon the development or market acceptance of a single or limited number of products, processes or services. |
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This lack of diversification
may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon
the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business
combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise
to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously
acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its
business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay
our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including
additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers)
and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies
in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results
of operations.
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We may attempt to complete our initial business
combination with a private company about which little information is available, which may result in a business combination with a company
that is not as profitable as we suspected, if at all.
In pursuing our business
combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information
generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business
combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as
we suspected, if at all.
As the number of special purpose acquisition
companies increases, there may be more competition to find an attractive target for an initial business combination. This could increase
the costs associated with completing our initial business combination and may result in our inability to find a suitable target for our
initial business combination.
In recentyears, the
number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into business
combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets
for their initial business combination, as well as many additional special purpose acquisition companies currently in registration. As
a result, at times, fewer attractive targets may be available, and it may require more time, effort and resources to identify a suitable
target for an initial business combination.
In addition, because there
are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved
financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical
tensions, including between the U.S. and China and between Russia and Ukraine, or increases in the cost of additional capital needed to
close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate
or frustrate our ability to find a suitable target for and/or complete our initial business combination.
If we were deemed to be an investment company
for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead
be required to liquidate and dissolve the Company.
As described above, the SPAC
Rules and the SECs adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could
become subject to the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question
of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes
impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim
will not be made that we have been operating as an unregistered investment company.
If we were deemed to be an
investment company for purposes of the Investment Company Act, we may have to change our operations, might be forced to abandon our efforts
to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate the Company,
our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation
in the value of our shares and warrants following such a transaction, and our warrants would expire worthless. If we are required to register
as an investment company under the Investment Company Act our activities may be restricted, including restrictions on the nature of our
investments and restrictions on the issuance of securities, each of which may make it difficult to complete our initial business combination.
We may also have imposed upon us burdensome requirements including registration as an investment company, adoption of a specific form
of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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The funds in the trust account
have, since our Initial Public Offering, been invested in U.S. government securities, within the meaning set forth in Section2(a)(16)
of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a
money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of March 9, 2026,
amounts held in trust account included approximately $893,227 of accrued interest. To mitigate the risk of us being deemed to have been
operating as an unregistered investment company under the Investment Company Act, we may, in our discretion, on or prior to, March 11,
2027, instruct Continental Stock Transfer& Trust Company, the trustee with respect to the trust account, to liquidate the U.S.
government securities or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e.,
in one or more bank accounts) until the earlier of the consummation of an initial business combination or our liquidation. Following such
a liquidation of the assets in our trust account, we would likely receive minimal interest, if any, on the funds held in the trust account,
which would reduce the dollar amount our public shareholders would otherwise receive upon any redemption or liquidation of the Company
if the assets in the trust account had remained in U.S. government securities or money market funds. This means that the amount available
for redemption may not increase in the future.
Additionally, the longer
that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in
such securities, there is a greater risk that we may be considered an unregistered investment company. For so long as the funds in the
trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the
risk that we may be considered an unregistered investment company and required to liquidate is greater than that of a special purpose
acquisition company that has elected to liquidate such investments and to hold all funds in its trust account in cash (i.e., in one or
more bank accounts). Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time,
and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our public shareholders would receive
upon any redemption or our liquidation.
We are aware of litigation
claiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot
guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. Notwithstanding our investment
activities or the mitigation measures included herein, we could still be deemed to be or have been an investment company at any time since
our inception. If we are deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would
require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination
or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our
public shareholders may receive only approximately $11.84 (as of March 9, 2026) on the liquidation of our trust account, and our public
shareholders would also lose the possibility of an investment opportunity in a target company.
Our management may not be able to maintain
control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target
business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial
business combination so that the post-transaction company in which our Public Shareholders own shares less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50%
or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders
prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations
ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial
number of new ClassA ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a
target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of
new ClassA ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued
and outstanding ClassA ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
48
We do not have a specified maximum redemption
threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which
a substantial majority of our shareholders do not agree.
Our sixth amended and restated
memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net
tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement
for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate
purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business
combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their shares
or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our
sponsors, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required
to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, all ClassA ordinary shares submitted for redemption will be returned to the holders thereof,
and we instead may search for an alternate business combination.
Changes in international trade policies, tariffs
and treaties affecting imports and exports may have a material adverse effect on our search for an initial business combination target
or the performance or business prospects of a post-business combination company.
There have recently been
significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on
goods or materials or other changes in trade policy could negatively affect our ability to complete our initial business combination.
Recently, the U.S. has implemented
a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed,
are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently
significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes,
government regulations and tariffs and we cannot predict whether, and to what extent, current tariffs will continue or trade policies
will change in the future.
Tariffs, or the threat of
tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses
reliance on imported goods or dependence on access to foreign markets, or foreign businesses reliance on sales into the United
States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the
United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential
trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse
effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies
and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of
those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The
business prospects of a particular target for a business combination could change even after we enter into a business combination agreement,
as a result of tariffs or the threat of tariffs that may have a material impact on that targets business, and it may be costly
or impractical for us to terminate that business combination agreement. These factors could affect our selection of a business combination
target.
We may not be able to adequately
address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical
or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular
country. If we complete an initial business combination with such a target, the post-business combination companys operations and
financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of
the securities of the post-business combination company to decline.
49
Risks Related to Our Organizational Documents
and Structure
In order to effectuate an initial business
combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing
instruments, including their warrant agreements. We have amended and restated our fifth amendment and restatement memorandum and articles
of association and cannot assure you that we will not seek to amend our sixth amended and restated memorandum and articles of association
or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders
may not support.
In order to effectuate a
business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and
governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition
of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with
respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.
We have amended and restated our fifth amendment and restatement memorandum and articles of association. Further amending our sixth amended
and restated memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative
vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our
warrant agreement will typically require a vote of holders of at least 65% of the public warrants and any amendment that solely affects
the terms of the Private Placement Warrants or any provision of the warrant agreement solely with respect to the Private Placement Warrants
will also require at least 65% of the then outstanding Private Placement Warrants. In addition, our sixth amended and restated memorandum
and articles of association require us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash
if we propose an amendment to our sixth amended and restated memorandum and articles of association (A)to modify the substance or
timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares
if we do not complete an initial business combination by March 11, 2027 or (B)with respect to any other material provisions relating
to shareholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally
change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time
to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our sixth amended and restated
memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement
governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our
ordinary shares who attend and vote at a general meeting of the company (or two-thirds of our ordinary shares who attend and vote at a
general meeting of the company with respect to amendments to the trust agreement governing the release of funds from our trust account),
which is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore,
to further amend our sixth amended and restated memorandum and articles of association and the trust agreement to facilitate the completion
of an initial business combination that some of our shareholders may not support.
Our sixth amended and restated
memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the
requirement to deposit proceeds of the Initial Public Offering and the Private Placement into the trust account and not release such
amounts except in specified circumstances, and to provide redemption rights to Public Shareholders as described herein) may be amended
if approved by special resolution, under Cayman Islands law which requires the affirmative vote of a majority of at least two-thirds
of the shareholders who attend and vote at a general meeting of the company, and corresponding provisions of the trust agreement governing
the release of funds from our trust account may be amended if approved by holders of two-thirds of our ordinary shares who attend and
vote at a general meeting of the company. Our Initial Shareholders, who collectively beneficially own 93.4% of our ordinary shares, will
participate in any vote to amend our sixth amended and restated memorandum and articles of association and/or trust agreement and will
have the discretion to vote in any manner they choose. As a result, we may be able to further amend the provisions of our sixth amended
and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other special
purpose acquisition companies, and this may increase our ability to complete a business combination with which you do not agree. Our
shareholders may pursue remedies against us for any breach of our sixth amended and restated memorandum and articles of association.
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Our Initial Shareholders,
officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our sixth amended
and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination
by March 11, 2027 or (B)with respect to any other material provisions relating to shareholders rights or pre-initial business
combination activity, unless we provide our Public Shareholders with the opportunity to redeem their ClassA ordinary shares upon
approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number
of then outstanding Public Shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result,
will not have the ability to pursue remedies against our sponsors, officers or directors for any breach of these agreements. As a result,
in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.
Our letter agreement with our Initial Shareholders,
officers and directors, subscription agreements, and Registration Rights Agreement may be amended, and provisions therein may be waived,
without shareholder approval.
Our letter agreement with
our Initial Shareholders, officers and directors contains provisions relating to transfer restrictions of our Founder Shares and Private
Placement Warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from
the trust account. The letter agreement, subscription agreements and the Registration Rights Agreement may be amended, and provisions
therein may be waived, without shareholder approval. While we do not expect our board to approve any amendment to or waiver of the letter
agreement or Registration Rights Agreement prior to our initial business combination, it may be possible that our board, in exercising
its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements.
Any such amendments or waivers would not require approval from our shareholders and may have an adverse effect on the value of an investment
in our securities.
We may be unable to obtain additional financing
to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure
or abandon a particular business combination.
We target businesses with
enterprise values that are greater than we could acquire with the net proceeds of the Initial Public Offering and the sale of the Private
Placement Warrants. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of
amounts needed to satisfy any redemption by Public Shareholders, we may be required to seek additional financing to complete such proposed
initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent
that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to
either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.
Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general
corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal
or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If
we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds
in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless. In addition,
even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.
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Our Initial Shareholders control a substantial
interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do
not support.
Our Initial Shareholders
currently own 93.4% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring
a shareholder vote, potentially in a manner that you do not support, including amendments to our sixth amended and restated memorandum
and articles of association. Neither our Initial Shareholders nor, to our knowledge, any of our officers or directors, have any current
intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration
of the current trading price of our ClassA ordinary shares. In addition, our board of directors, whose members are appointed by
Crown PropTech Sponsor, is and will be divided into three classes, each of which will generally serve for a term of threeyears with
only one class of directors being appointed in eachyear. We may not hold an annual general meeting to appoint new directors prior
to the completion of our initial business combination, in which case all of the current directors will continue in office until at least
the completion of the business combination. If there is an annual general meeting, as a consequence of our staggered board of directors,
only a minority of the board of directors will be considered for appointment and our Initial Shareholders, because of their ownership
position, will have considerable influence regarding the outcome. Accordingly, our Initial Shareholders will continue to exert control
at least until the completion of our initial business combination.
A provision of our warrant agreement may make
it more difficult for us to consummate an initial business combination.
If (i)we issue additional
ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of our initial business combination
at a Newly Issued Price of less than $9.20 per ClassA ordinary share, (ii)the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination,
and (iii)the Market Value of our ClassA ordinary shares is below $9.20 per share, then the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per
share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and the Newly Issued Price.
We may redeem your unexpired warrants prior
to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem
the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if,
among other things, the closing price of our ClassA ordinary shares for any 20 tradingdays within a 30-trading day period
ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the Reference
Value) equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described
above could force you to (i)exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous
for you to do so, (ii)sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or
(iii)accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would
be substantially less than the Market Value of your warrants. None of the Private Placement Warrants will be redeemable by us so long
as they are held by our sponsors, our Anchor Investor or their respective permitted transferees.
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In addition, we have the
ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10
per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant). In such a case, the holders will be able to exercise their warrants
prior to redemption for a number of our ClassA ordinary shares determined based on the redemption date and the fair market value
of our ClassA ordinary shares. The value received upon exercise of the warrants (1)may be less than the value the holders
would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2)may not
compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 of our
ClassA ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Risks Related to Our Warrants
Our warrant agreement designates the courts
of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for
certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.
Our warrant agreement provides
that, subject to applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the warrant
agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States
District Court for the Southern District of New York, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction
shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum.
Notwithstanding the foregoing,
these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act
or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person
or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented
to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions
of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the
Southern District of New York (a foreign action) in the name of any holder of our warrants, such holder shall be deemed
to have consented to: (x)the personal jurisdiction of the state and federal courts located in the State of New York in connection
with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y)having service
of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign
action as agent for such warrant holder.
This choice-of-forum provision
may limit a warrant holders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company,
which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable
with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving
such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations
and result in a diversion of the time and resources of our management and board of directors.
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Our warrants may have an adverse effect on
the market price of our ClassA ordinary shares and make it more difficult to effectuate our initial business combination.
We issued warrants to purchase
9,200,000 of our ClassA ordinary shares as part of the Units offered by the Initial Public Offering and, simultaneously with the
closing of the Initial Public Offering, we issued in a private placement an aggregate of 5,013,333 warrants, at $1.50 per warrant. To
the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional
ClassA ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business.
Such warrants, when exercised, will increase the number of issued and outstanding ClassA ordinary shares and reduce the value of
the ClassA ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate
a business transaction or increase the cost of acquiring the target business.
Because each Unit contains one-third of one
warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other special purpose acquisition companies.
Each Unit contains one-third
of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the Units, and only whole
Units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will,
upon exercise, round down to the nearest whole number the number of ClassA ordinary shares to be issued to the warrant holder. We
have established the components of the Units in this way in order to reduce the dilutive effect of the warrants upon completion of a business
combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to Units that each
contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless,
this Unit structure may cause our Units to be worth less than if it included a warrant to purchase one whole share.
General Risks
We are an emerging growth company and a smaller
reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and
may make it more difficult to compare our performance with other public companies.
We are an emerging
growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions
from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but
not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from
the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be
an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if
the market value of our ClassA ordinary shares held by non-affiliates equals or exceeds $700million as of any June30
before that time, in which case we would no longer be an emerging growth company as of the following December31. We cannot predict
whether investors will find our securities less attractive as a result of our reliance on these exemptions. If some investors find our
securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they
otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more
volatile.
Further, Section102(b)(1)of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS
Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may
make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
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Additionally, we are a smaller
reporting company as defined in Item10(f)(1)of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will
remain a smaller reporting company until the last day of any fiscalyear for so long as either (1)the market value of our ordinary
shares held by non-affiliates did not exceed $250million as of the prior June30, or (2)our annual revenues did not exceed
$100million during such completed fiscalyear and the market value of our ordinary shares held by non-affiliates did not equal
or exceed $700million as of the prior June30. To the extent we take advantage of such reduced disclosure obligations, it may
also make comparison of our financial statements with other public companies difficult or impossible.
Compliance obligations under the Sarbanes-Oxley
Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources,
and increase the time and costs of completing an initial business combination.
Section404 of the Sarbanes-Oxley
Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-K for theyear
ending December31, 2025. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer
qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation
requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not
be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome
on us as compared to other public companies because a target business with which we seek to complete our initial business combination
may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of
the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to
complete any such business combination.
Because we are incorporated under the laws
of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.
federal courts may be limited.
We are an exempted company
incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within
the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.
Our corporate affairs are
governed by our sixth amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented
or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United
States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common
law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under
statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities
laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted
bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a
federal court of the United States.
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We have been advised by Maples
and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i)to recognize or enforce against
us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United
States or any state; and (ii)in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon
the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by
those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court
of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon
the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the
Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay
enforcement proceedings if concurrent proceedings are being brought elsewhere.
As a result of all of the
above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members
of the board of directors or controlling shareholders than they would as Public Shareholders of a United States company.
Provisions in our sixth amended and restated
memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in
the future for our ClassA ordinary shares and could entrench management.
Our sixth amended and restated
memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider
to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate
the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions
that otherwise could involve payment of a premium over prevailing market prices for our securities.
Cyber incidents or attacks directed at us could
result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies,
including information systems, infrastructure and cloud applications and services, including those of third parties with which we may
deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure
of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential
data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against
such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability
to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business
and lead to financial loss.
56
Members of our management team and affiliated
companies have been, and may from time to time be, involved in legal proceedings or governmental investigations unrelated to our business.
Members of our management
team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As
a result of such involvement, members of our management team and affiliated companies have been, and may from time to time be, involved
in legal proceedings or governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental
to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse
effect on the price of our securities.
We have identified a material weakness in our
internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results
of operations and financial condition accurately and in a timely manner.
Our management is responsible
for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our
management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes
and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.
As previously disclosed,
following the issuance of the SEC Staff Statement on April12, 2021 and in light of the comment letters issued by the SEC to several
special purpose acquisition companies on redeemable equity instruments in ASC 480-10-99, we identified a material weakness in our internal
control over financial reporting related to the accounting for complex financial instruments as a result of the change in classification
of all of our redeemable Class A ordinary shares as temporary equity and the classification of our warrants as liabilities. As a result
of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December31,
2021, December 31, 2022, and was also not effective as of December31, 2023. This material weakness resulted in a material misstatement
of our warrant liabilities, accruals, payables, additional paid-in capital, accumulated deficit and related financial disclosures.
For the accounting period
ended December 31, 2025, management identified a material weakness in internal controls related to the accounting for complex financial
instruments and review procedures around key reconciliations including accruals and payables.
To respond to this material
weakness, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our
internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements,
we plan to enhance these processes to better evaluate our research and understanding of the nuances of the complex accounting standards
that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials
and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting
applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives
will ultimately have the intended effects.
57
Any failure to maintain such
internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate
basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our
financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by the stock exchange on which
our ordinary shares are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect
on our business. Failure to timely file will cause us to be ineligible to utilize short form registration statements on FormS-3,
when available to us, or FormS-4, which may impair our ability to obtain capital in a timely fashion to execute our business strategies
or issue shares to effect an acquisition. Ineffective internal controls could also cause investors to lose confidence in our reported
financial information, which could have a negative effect on the trading price of our securities.
We can give no assurance
that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional
material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate
internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening
our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or
errors or to facilitate the fair presentation of our financial statements.
We are required, pursuant
to Section404 of the Sarbanes-Oxley Act, to annually furnish a report by management on, among other things, the effectiveness of
internal control over financial reporting. This assessment needs to include disclosure of any material weaknesses identified by management
in its internal control over financial reporting. Our independent registered public accounting firm may be required to attest to the effectiveness
of our internal control over financial reporting depending on our reporting status. We are required to disclose changes made in our internal
control and procedures on a quarterly basis. To continue to comply with the requirements of being a public company, we may need to undertake
various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.
Risks Associated with Acquiring and Operating
a Business in Foreign Countries
If we effect our initial business combination
with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.
If we pursue a target company
with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in
connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company
with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated
with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination,
conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies
and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial
business combination with such a company, we would be subject to any special considerations or risks associated with companies operating
in an international setting, including any of the following:
|
| costs
and difficulties inherent in managing cross-border business operations; |
|
|
| rulesand
regulations regarding currency redemption; |
|
|
| complex
corporate withholding taxes on individuals; |
|
|
| laws
governing the manner in which future business combinations may be effected; |
|
|
| exchange
listing and/or delisting requirements; |
|
|
| tariffs
and trade barriers; |
|
|
| regulations
related to customs and import/export matters; |
|
58
|
| local
or regional economic policies and market conditions; |
|
|
| unexpected
changes in regulatory requirements; |
|
|
| challenges
in managing and staffing international operations; |
|
|
| longer
payment cycles; |
|
|
| tax
issues, such as tax law changes and variations in tax laws as compared to the United States; |
|
|
| currency
fluctuations and exchange controls; |
|
|
| rates
of inflation; |
|
|
| challenges
in collecting accounts receivable; |
|
|
| cultural
and language differences; |
|
|
| employment
regulations; |
|
|
| underdeveloped
or unpredictable legal or regulatory systems; |
|
|
| corruption; |
|
|
| protection
of intellectual property; |
|
|
| social
unrest, crime, strikes, riots and civil disturbances; |
|
|
| regime
changes and political upheaval; |
|
|
| terrorist
attacks and wars; and |
|
|
| deterioration
of political relations with the United States. |
|
We may not be able to adequately
address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we
complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial
condition and results of operations.
If our management following our initial business
combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws,
which could lead to various regulatory issues.
Following our initial business
combination, our management may resign from their positions as officers or directors of the company and the management of the target business
at the time of the business combination will remain in place. Management of the target business may not be familiar with United States
securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources becoming
familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect
our operations.
59
After our initial business combination, substantially
all of our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such
country. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and
legal policies, developments and conditions in the country in which we operate.
The economic, political and
social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic
growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future.
If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand
for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our
ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business
combination, the ability of that target business to become profitable.
Exchange rate fluctuations and currency policies
may cause a target businesss ability to succeed in the international markets to be diminished.
In the event we acquire a
non-U.S. target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and
distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our
target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative
value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation
of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value
against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars
will increase, which may make it less likely that we are able to consummate such transaction.
We may reincorporate in another jurisdiction
in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements
and we may not be able to enforce our legal rights.
In connection with our initial
business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine
to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement
of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability
to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities
or capital.
We are subject to changing law and regulations
regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.
We are subject to rulesand
regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight
of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply
with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative
expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, because these laws,
regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes
available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing
revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes,
we may be subject to penalty and our business may be harmed.
60
We employ a mail forwarding service, which
may delay or disrupt our ability to receive mail in a timely manner.
Mail addressed to the company
and received at its registered office will be forwarded unopened to the forwarding address supplied by the company to be dealt with. None
of the company, its directors, officers, advisors or service providers (including the organization which provides registered office services
in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may
impair your ability to communicate with us.
Economic substance legislation of the Cayman
Islands may adversely impact us or our operations.
The Cayman Islands, together
with several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organisation
for Economic Co-operation and Developments (OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures
engaged in certain activities which attract profits without real economic activity. The International Tax Co-operation (Economic Substance)
Act, (As Revised) (the Economic Substance Act) contains economic substance requirements for in-scope Cayman Islands entities
which are engaged in certain relevant activities. As we are a Cayman Islands company, our compliance obligations will include
filing an annual notification, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied
economic substance tests to the extent required under the Economic Substance Act. If the Cayman Islands Tax Information Authority determines
that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act the
Company may face significant financial penalties, restriction on the regulation of its business activities and/or may be struck off as
a registered entity in the Cayman Islands.
As it is still a relatively
new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification
and amendments. We may need to allocate additional resources to keep updated with these developments and may have to make changes to our
operations in order to comply with all requirements under the Economic Substance Act. Failure to satisfy these requirements may subject
us to penalties under the Economic Substance Act.
Uncertainty in connection with certain international
economic and political relationships, including the imposition of tariffs on international trade, political disputes, regulatory changes
and other international matters could have a material adverse effect on our ability to identify potential targets and to consummate our
initial Business Combination, and could adversely affect the financial performance of any target, either foreign or domestic.
The international economic
and political environment is dynamic and subject to change. There is currently significant uncertainty about the future economic and political
relationships between the United States and a number of other countries. These uncertainties include, among other things, the potential
imposition of protective tariffs on goods imported from other countries and reciprocal tariffs other countries may impose on United States
products, political disputes that may affect relationships between the United States and other countries and the imposition of regulatory
or other restrictions on trade and commerce. Any such matters could potentially limit the number of potential targets we may consider,
and could also have a material adverse effect on the financial performance of such potential targets. Among other things, historical financial
performance of companies affected by these international matters may not provide as accurate a barometer of future performance as would
pertain in a more stable economic environment.
61
For example, the Russia-Ukraine
war has had an immediate impact on the global economy resulting in higher energy prices and higher inflation with significant disruption
to financial markets and supply chains for certain goods and services. Moreover, in connection with Russias invasion of Ukraine,
the EU, the United States, and certain other governments around the world have responded by imposing various economic sanctions which
restrict or prohibit certain business opportunities in Russia and Ukraine. The war has continued to escalate without any resolution foreseeable
in the near future. The uncertain nature, magnitude, and duration of hostilities stemming from the Russia-Ukraine war, including the potential
effects of sanctions limitations, possibility of counter-sanctions, retaliatory cyber-attacks on the world economy and markets, further
disruptions to global supply chains and potential shipping delays, have contributed to increased market volatility and uncertainty, which
could have an adverse impact on macroeconomic factors that affect our ability to consummate a business combination.
In addition, in October 2023,
Hamas militants infiltrated Israels southern border from the Gaza Strip and carried out a series of attacks on civilian and military
targets. Additionally, Hamas launched extensive rocket assaults on Israeli population centers and industrial areas along Israels
border with the Gaza Strip, as well as in other regions within the State of Israel. Subsequently, Israels security cabinet declared
war against Hamas, and a large-scale military campaign against these terrorist organizations began. The war has continued without any
resolution foreseeable in the near future. The uncertain nature, magnitude, and duration of hostilities stemming from the war, have contributed
to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our ability to
consummate a business combination.
Our ability to consummate
a business combination may also be dependent on the ability to raise equity (including, for example, under one or more forward purchase
agreements that we may enter into) and debt financing, which may be impacted by any of the events described above, including as a result
of increased market volatility and decreased market liquidity, and third-party financing being unavailable on terms acceptable to us or
at all.
Finally, any of the events
described above, including the evolving and escalating conflict in Iran and the Middle East, and the ongoing impact of the recent conflict
between the Israel and Hamas and the Russia-Ukraine war, may also have the effect of heightening many of the other risks described in
this Risk Factors section, such as those related to the market for our securities and cross-border transactions.
Anti-money laundering legislation, regulations
and guidance and sanctions legislation may require us to adopt and maintain costly compliance procedures and may adversely impact us or
our financial results.
In order to comply with legislation,
regulations and guidance aimed at the prevention of money laundering, terrorist financing and proliferation financing, and sanctions legislation
the Company may be required to adopt and maintain anti-money laundering procedures, and may require subscribers and their beneficial owners,
controllers or authorized persons (where applicable) (Related Persons) to provide evidence to verify their identity. Where
permitted, and subject to certain conditions, the Company may also rely on, or delegate to, a suitable person the maintenance of our anti-money
laundering procedures (including the acquisition of due diligence information).
The Company reserves the
right to request such information as is necessary to verify the identity of a subscriber or their Related Persons. In the event of delay
or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the
application, in which case any funds received will be returned without interest to the account from which they were originally debited.
62
The Company also reserves
the right to refuse to make any redemption payment to a shareholder if directors or officers suspect or are advised that the payment of
redemption proceeds to such shareholder might result in a breach of applicable anti-money laundering, sanctions or other laws or regulations
by any person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure compliance with any such
laws or regulations in any applicable jurisdiction.
If any person in the Cayman
Islands knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money
laundering, or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came
to their attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will
be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (FRA),
pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering,
or (ii) a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property.
Item1B. Unresolved Staff Comments
None.
Item1C. Cybersecurity
We are a special purpose acquisition company with no business operations. Since our initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our initial public offering.
Item2. Properties
We currently maintain our
executive offices at 40 West 57th Street, 29th Floor, New York, New York 10019. We consider our current office space adequate
for our current operations.
Item3. Legal Proceedings
From time to time, we may
be subject to legal proceedings and claims that arise in the search for a potential target business.
Item4. Reserved
63
PARTII
Item5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Units issued in the Initial
Public Offering began trading on the NYSE under the symbol CPTK.U on February11, 2021. Beginning on March30,
2021, holders of our Units could elect to separately trade the shares of ClassA ordinary shares and public warrants contained in
the Units or continue to trade the Units without separating them. On such date, the shares of ClassA ordinary shares and public
warrants began trading on the NYSE under the symbols CPTK and CPTK.WS, respectively. Each whole public warrant
entitles the holder to purchase one share of ClassA ordinary shares at a price of $11.50 per half share, subject to adjustment as
described in our final prospectus dated February8, 2021 related to the Initial Public Offering which was filed with the SEC. Warrants
may only be exercised for a whole number of shares of ClassA ordinary shares and will become exercisable 30days after the
completion of our initial business combination. Our warrants expire fiveyears after the completion of our initial business combination
or earlier upon redemption or liquidation as described elsewhere in this Annual Report on Form10-K. On November18, 2022, our
public warrants were delisted and the NYSE determined that the public warrants should be suspended from trading because the NYSE determined
the public warrants were no longer suitable for listing based on abnormally low price levels, pursuant to Section802.01D
of the NYSE Listed Company Manual. On the same day, the Company was notified and a press release regarding the proposed delisting was
issued and posted on the NYSEs website. Trading in the public warrants was immediately suspended on November18, 2022. On
December7, 2022, the NYSE filed Form 25, pursuant to Rule 12d2-2(b), notifying the SEC of its intention to remove the entire class
of public warrants from listing and registration on the NYSE on December19, 2022. Subsequent to the delisting, our public warrants
have traded on over-the-counter markets under the symbol CPTKW. Over-the-counter market quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
On February 12, 2024, the
NYSE determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the LCM)
because the Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive
documents or by contract or (ii) three years. As such, the NYSE had determined to commence proceedings to delist from the NYSE the Companys
Class A ordinary shares and Units.
Trading of the Companys
securities was suspended on February 12, 2024. The NYSE applied to the SEC to delist the Companys securities upon completion of
all applicable procedures. The Company did not appeal the staffs determination and, accordingly, the Companys securities
were delisted from the NYSE.
Holders
As of March 9, 2026, there
was one holder of record of our Units, one holder of record of our ClassA ordinary shares, 15 holders of record of our Class B ordinary
shares, and 10 holders of record of our warrants.
Dividends
We have not paid any cash
dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our
initial business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness
in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to
in connection therewith.
Securities Authorized for Issuance Under Equity
Compensation Plans
None
Performance Graph
Not applicable
64
Recent Sales of Unregistered Securities; Use
of Proceeds from Registered Offerings
*Unregistered Sales*
On January17, 2023,
CIIG entered into the Assignment Agreement whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Founder Shares of the
Company and 250,667 Private Placement Warrants to purchase ClassA ordinary shares of the Company to CIIG for an aggregate purchase
price of $21,717. Our ClassB ordinary shares will automatically convert into shares of ClassA ordinary shares, on a one-for-one
basis, upon the completion of a business combination.
The sale of the Founder Shares
and the Private Placement Warrants was made pursuant to the exemption from registration contained in Section4(a)(2)of the
Securities Act.
*Use of Proceeds*
Of the $283,520,000 in proceeds,
we received from our Initial Public Offering and the sale of the Private Placement Warrants, a total of $276,000,000, including $9,660,000
payable to the underwriter for deferred underwriting commissions, was placed in the trust account. However, in December 2022, we received
a waiver letter from the underwriters electing to waive their entitlement to any deferred underwriting commissions. The amount of funds
available for a business combination is approximately $5.7 million as of March 9, 2026, after payment of an aggregate redemption amount
of approximately $0.09 million as a result of the approval on March 9, 2026 of the March 2026 Extension Proposal.
There has been no change
in the planned use of proceeds from such use as described in the Companys final prospectus (File No.333- 252307), dated February8,
2021, and filed with the SEC pursuant to Rule424 under the Securities Act on February10, 2021.
*Purchases of Equity Securities by the Issuer and Affiliated Purchasers*
None.
Item6. [Reserved]
Item7. Managements Discussion
and Analysis of Financial Condition and Results of Operations
*The following discussion
and analysis of the Companys financial condition and results of operations should be read in conjunction with our audited financial
statements and the notes thereto which are included in Item 8. Financial Statements and Supplementary Data of this Report.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may
differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under
Special Note Regarding Forward-Looking Statements, Item 1A. Risk Factors and elsewhere in this Report.*
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company on September24, 2020 for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more businesses (a business combination).
Our sponsors are Crown PropTech Sponsor, LLC (Crown PropTech Sponsor), a Delaware limited liability company and CIIG Management
III LLC (CIIG), a Delaware limited liability company, (each, a sponsor and together, the sponsors).
The registration statement
for our initial public offering (the IPO) became effective on February8, 2021. On February11, 2021, we consummated
the IPO of 27,600,000 units, which included the exercise of the underwriters option to purchase an additional 3,600,000 units at
the IPO price to cover over-allotments (the Units with respect to the ClassA ordinary shares included in the Units
being offered, the Public Shares with respect to the one-third of one redeemable warrant included in such Units the Public
Warrant), at $10.00 per Unit, generating gross proceeds of $276.0million, and incurring offering costs of approximately $15.8million,
inclusive of approximately $9.66million in deferred underwriting commissions.
Simultaneously with the closing
of the IPO, we consummated the private placement (Private Placement) of 5,013,333 warrants (each, a Private Placement
Warrant and collectively, the Private Placement Warrants), at a price of $1.50 per Private Placement Warrant with
Crown PropTech Sponsor, generating gross proceeds of approximately $7.5million.
65
Upon the closing of the IPO
and the Private Placement, approximately $276.0million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds
of the Private Placement were placed in a Trust Account (Trust Account), located in the United States with Continental Stock
Transfer& Trust Company acting as trustee, and invested only in United States government securities within the
meaning of Section2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,
as determined by us, until the earlier of: (i)the completion of a business combination and (ii)the distribution of the Trust
Account as described below.
Change in Management, Sponsor and Board of
Directors
On February 15, 2024, Gavin
Cuneo notified the Company of his decision to resign as the co-chief executive officer of the Company, effective immediately. Mr. Cuneo
also served as the Companys principal financial and accounting officer and resigned from such positions as well. Mr. Cuneos
decision to resign was not the result of any dispute or disagreement with the Company or any matter relating to the Companys operations,
policies or practices.
Michael Minnick, the Companys
Chief Executive Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr. Cuneos
resignation. Mr. Minnick has served as the Companys Co-Chief Executive Officer since January 2023.
Extraordinary General Meetings
*February 9, 2024*
On February9, 2024,
the Companys shareholders approved an amendment to amend and restate the Companys Second Amended and Restated Memorandum
and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February11,
2024 to August 11, 2024 (the February 2024 Extension Proposal).
In connection with the vote
to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Companys ClassA
ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).
As a result,$23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account to redeem such shares. Following the
redemptions, there were 2,000,638 ClassA ordinary shares issued and outstanding.
Associated with the February
9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the February 2024 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the February 2024 Non-Redeemed Shares) in connection with the February
9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately
following the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through
the February 9, 2024 Extraordinary General Meeting.
The February 2024 Non-Redemption
Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.
*August 9, 2024*
On August 9, 2024, the Companys
shareholders approved an amendment to amend and restate the Companys Third Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from August11, 2024 to May 11, 2025 (the
August 2024 Extension Proposal).
In connection with the vote
to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Companys ClassA
ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).
As a result,$16,484,256 (approximately $11.09 per share) was withdrawn from the Trust Account to redeem such shares. Following the
redemptions, there were 513,613 ClassA ordinary shares issued and outstanding.
66
Associated with the August
9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the August 2024 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the August 2024 Non-Redeemed Shares) in connection with the August 9,
2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following
the consummation of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9,
2024 Extraordinary General Meeting.
The August 2024 Non-Redemption
Agreements provide for the assignment of up to 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the August 9, 2024 Extraordinary General Meeting.
*May 9, 2025*
On May 9, 2025, the Companys
shareholders approved an amendment to amend and restate the Companys Fourth Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 (the May
2025 Extension Proposal).
In connection with the vote
to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Companys ClassA ordinary
shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a
result approximately,$0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to redeem such shares.
Following the redemptions, there were 491,806 ClassA ordinary shares issued and outstanding.
Associated with the May 9,
2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the May 2025 Non-Redemption Agreements)
with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class
A ordinary shares of the Company (the May 2025 Non-Redeemed Shares) in connection with the May 9, 2025 Extraordinary General
Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of
an initial Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General
Meeting.
The May 2025 Non-Redemption
Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors
in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.
*March 9, 2026*
**
On March 9, 2026, the Companys
shareholders approved an amendment to amend and restate the Companys Fifth Amended and Restated Memorandum and Articles of Association
to extend the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027 (the March
2026 Extension Proposal).
In connection with the vote
to approve the March 2026 Extension Proposal, shareholders holding an aggregate of 7,984 shares of the Companys ClassA ordinary
shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a
result, approximately $0.09 million (approximately $11.84 per share) was withdrawn from the Trust Account to redeem such shares. Following
the redemptions, there were 483,822 ClassA ordinary shares issued and outstanding.
Associated with the March
9, 2026 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the March 2026 Non-Redemption
Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests
on) their Class A ordinary shares of the Company (the March 2026 Non-Redeemed Shares) in connection with the March 2026
Extraordinary General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the
consummation of an initial Business Combination if they continue to hold such March 2026 Non-Redeemed Shares through the March 9, 2026
Extraordinary General Meeting.
The March 2026 Non-Redemption
Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG that will accrue on
a monthly basis beginning on April 11, 2026 to the investors until the completion of an initial Business Combination in exchange for such
Investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
67
Notice of Delisting
On February 12, 2024, the
NYSE determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the LCM)
because the Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive
documents or by contract or (ii) three years. As such, the NYSE had determined to commence proceedings to delist from the NYSE the Companys
Class A ordinary shares and Units.
Trading of the Companys
securities was suspended on February 12, 2024. The NYSE applied to the SEC to delist the Companys securities upon completion of
all applicable procedures. The Company did not appeal the staffs determination and, accordingly, the Companys securities
were delisted from the NYSE.
If we have not completed
a business combination by March 11, 2027 (the Combination Period), we will (i)cease all operations except for the
purpose of winding up; (ii)as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of
interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish
Public Shareholders rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii)as
promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors,
liquidate and dissolve, subject in the case of clauses (ii)and (iii), to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within the Combination
Period, including any extension thereto that may be approved by our shareholders.
Proposed Business Combination
On July 2, 2025, (i) the
Company (SPAC), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman
Islands and a direct wholly owned Subsidiary of MKAR (as defined below) (Merger Sub), (iii) Mkango Rare Earths Limited (f/k/a
Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (MKAR, and from and after
the Closing, PubCo), and a direct, wholly owned subsidiary of Mkango Resources Ltd., a company organized under the laws
of British Columbia, Canada (the Selling Shareholder), (iv) Mkango Polska s.p. Z.o.o., a company organized under the laws
of Poland and a direct, wholly owned subsidiary of Selling Shareholder (MKA Poland), (v) Mkango ServiceCo UK Limited, a
company organized under the laws of England and a direct, wholly owned subsidiary of Selling Shareholder (Mkango ServiceCo),
and (vi) MKA Exploration Ltd., a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary
of Selling Shareholder (MKA BVI, and together with MKAR, MKA Poland and Mkango ServiceCo, the Companies and,
each, a Company) entered into a business combination agreement (the Business Combination Agreement).
Pursuant to the Business
Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub
will be merged with and into SPAC, with SPAC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of PubCo.
Concurrently therewith, PubCo will become a publicly traded company, expected to operate under the name Mkango Rare Earths Limited,
and its ordinary shares are expected to trade on Nasdaq.
The proposed Merger and the
other transactions contemplated by the Business Combination Agreement (collectively, the Transactions) are expected to be
consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions summarized below.
Amendment No. 1 to Business Combination Agreement
On February 13, 2026, SPAC and MKAR entered into
Amendment No. 1 to the Business Combination Agreement (Amendment No. 1). Amendment No. 1, among other things, amends the
pre-closing internal corporate reorganization to establish the ownership structure so that MKAR will own the assets and operations associated
with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland and extends
the Outside Date from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the U.S. Securities and
Exchange Commission (the SEC) has not declared the Proxy/Registration Statement effective by August 14, 2026.
68
Financial Advisor Service Agreement
On June 1, 2025, the Company
engaged Jett Capital Advisors, LLC (Jett Capital) as financial advisor to advise the Company on their proposed Business
Combination with MKAR, Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK Limited.
Put Option Buyout Letter Agreement
On June 2, 2025, MKAR agreed to issue and sell
a convertible promissory note to an affiliate of the Companys Chairman (the Investor) in connection with the Proposed
Business Combination with a principal amount of $500,000 (the BCA Note), as described in the Note Purchase Agreement in
the Companys Form 8-K filed with the SEC on June 3, 2025.
The Companys CEO and an affiliated entity
of the CEO, entered into a letter agreement (the Letter Agreement) with the Investor. The Letter Agreement includes a put
option buyout by the Companys CEO and/or an affiliated entity of the CEO in the event if for any reason whatsoever Investor is
entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant
to the terms of the BCA Note), and such payment was not timely made by MKAR.
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 year ended December
31, 2025, we had net loss of $3,013,571. We incurred $3,024,671 of operating costs and non-redemption agreement expense of $223,138 partially
offset by a change in fair value of warrant liabilities of $14 and trust dividend income of $234,224.
For the year ended December
31, 2024, we had net loss of $204,458 driven by a non-redemption agreement expense of $451,322 and $700,481 of operating costs, partially
offset by trust dividend income of $947,345.
**
*Liquidity, Capital Resources and Going Concern*
On February11, 2021,
we consummated our IPO 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 IPO price to cover over-allotments. The Units were sold, generating gross proceeds of
$276,000,000. Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants
to Crown PropTech 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 IPO, 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 IPO, 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. In December 2022,
the underwriters agreed to waive their right to receive any additional deferred underwriting discount.
For the year ended December 31, 2025, cash used
in operating activities was $1,108,724, resulting from a net loss of $3,013,571 which was impacted non-redemption agreement expense of
$223,138 change in fair value of warrant liabilities of $14, trust dividend income of $234,224 and changes in operating assets and liabilities
of $1,915,947.
69
For the year ended December 31, 2024, cash used
in operating activities was $273,885, resulting from a net loss of $204,458 which was impacted by non-redemption agreement expense of
$451,322, trust dividend income of $947,345 and changes in operating assets and liabilities of $426,596.
As of December 31, 2025 and 2024, we had cash
outside the trust account of $425 available for working capital needs and working capital deficits of $5,297,042 and $2,977,586, respectively.
All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business combination, and is restricted
for use either in a business combination or to redeem ordinary shares. As of December 31, 2025 and 2024, none of the amount in the trust
account was available to be withdrawn as described above.
Through December 31, 2025,
our liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the
Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital
contributions from the Sponsors of $1,378,633.
On November 30, 2021, the Company entered into
a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant to which Mr. Chera agreed to loan the
Company up to an aggregate principal amount of $1,500,000 (the Convertible Note). The Convertible Note was non-interest
bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which the Company consummates a Business Combination.
If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to
repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate
the Business Combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the
option of Mr. Chera (the Conversion Right). The warrants would be identical to the Private Placement Warrants.
On May 31, 2023, the Convertible Note was amended
and restated (the A&R Note) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of: (i) February
11, 2024; (ii) the date on which the Company consummates a Business Combination; or (iii) the effective date of a liquidation of the Company.
Additionally, due to a waiver by Mr. Chera, the A&R Note no longer provides for the Conversion Right.
On March 28, 2025, the
A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of: (i) February 11, 2026;
(ii) the date on which the Company consummates a Business Combination; or (iii) the effective date of a liquidation of the Company
(Second A&R Note).
On February 10, 2026, the
Second A&R Note was amended to be due on the earlier of: (i) December 31, 2026; (ii) the date on which the Company consummates a Business
Combination; or (iii) the effective date of a liquidation of the Company (Third A&R Note). In connection with the execution
of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional Class B Ordinary Shares to an unaffiliated third
party in an amount equal to the product of the number of months from February 2026 until the date on which SPAC consummates a Business
Combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III LLC.
For the year ended December
31, 2025, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $1,108,724. Of these funds, $403,459
is reported as due to related parties on the balance sheet. These borrowings are non-interest bearing. The remaining $705,215 is reported
on the statements of changes in shareholders deficit as a capital contribution from Sponsor.
Borrowing under the A&R Note and the advances
from CIIG are reported on the balance sheets as due to related parties. At December 31, 2025 and 2024, the Company reported $1,592,586
and $1,189,077, respectively, on the balance sheets.
The Company has incurred
and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial
resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of
the financial statements are issued. Although no formal agreement exists, the Sponsors are committed to extend loans as needed.
Accordingly, the Company
may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional
measures to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential
merger target, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to in on
commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful.
In connection with the Companys
assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements-Going Concern,
management has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company
be unable to complete a Business Combination, raises substantial doubt about the Companys ability to continue as a going concern.
The Company has until March 11, 2027, or by the end of any extension to the Combination Period, to consummate a Business Combination.
These conditions raise substantial doubt about the Companys ability to continue as a going concern for a period of time within
one year from the date that the financial statements are issued. If a Business Combination is not consummated by this date, there will
be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities
should the Company be required to liquidate after March 11, 2027.
70
Commitments and Contingencies
**
*Registration Rights*
The holders of the Founder
Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares
issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon
conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the
effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled
to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain
piggyback registration rights with respect to registration statements filed subsequent to the completion of a business combination.
The Company will bear the expenses incurred in connection with the filing of any such registration statements.
*Advisory Service Agreements*
We may enlist various entities
as capital market advisors to assist in the identification and consummation of an initial business combination. Fees for such services
will be payable only upon consummation of an initial business combination by us.
As discussed above, on June
1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business Combination with MKAR,
Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK Limited. Except for $100,000 due upon execution of the agreement, fees for
such services will be payable only upon consummation of an initial business combination by us.
**
*A&R Note*
On November30, 2021,
we entered into a convertible promissory note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.Chera
agreed to loan us up to an aggregate principal amount of $1,500,000. On May31, 2023, the promissory note was amended and restated
in the aggregate principal amount of up to $1,000,000. On March 28, 2025, the A&R Note in the aggregate principal amount of up to
$1,000,000 was amended to be due on the earlier of: (i) February 11, 2026; (ii) the date on which the Company consummates a Business Combination;
or (iii) the effective date of a liquidation of the Company. See *Liquidity and Capital Resources*.
On February 10, 2026, the
Second A&R Note was amended to replace February 11, 2026 with December 31, 2026 (the Third A&R Note).
In connection with the execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional CPTK Class B Ordinary
Shares to an unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which
SPAC consummates a Business Combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III
LLC.
*MKAR F-4 Note*
In connection with the previously
disclosed $750,000 Note Purchase Agreement (the NPA) entered into with MKAR on June 3, 2025, CIIG Management III LLC, in
its capacity as the F-4 Note Investor, funded the remaining $250,000 in connection with the confidential submission of the Form F-4 in
exchange for MKARs issuance of a convertible promissory note on February 13, 2026.
Contractual Obligation
We do not have any long-term
debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described
above.
Critical Accounting Estimates
The preparation of these
financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period. Actual results could differ from those estimates. We have not identified any critical
accounting estimates other than the non-redemption agreement discussed below.
71
Significant Accounting Policies
*Non-Redemption Agreements*
In 2024, the Company and CIIG entered into certain
non-redemption agreements and assignments of economic interests (the Non-Redemption Agreements) with certain investors (the
Non-Redeeming Investors). The Non-Redemption Agreements provide for the assignment of economic interest of Class B ordinary
shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem Class
A ordinary shares at the Extraordinary General Meetings. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such
Non-Redeeming Investors Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of
an initial Business Combination. For the year ended December 31, 2024, the Company estimated the aggregate fair value of the Class B ordinary
shares attributable to the Non-Redeeming Investors to be $451,322 or $0.78 per share.
Beginning on May 6, 2025, and continuing until
the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into Non-Redemption Agreements with the Non-Redeeming Investors.
The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 Class B ordinary shares held
by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146
Class A ordinary shares at the May 9, 2025 Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to
transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary shares
in connection with the consummation of an initial Business Combination. For the year ended December 31, 2025, the Company estimated the
aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $223,138 or $1.94 per share.
In March 2026 the Company
and CIIG entered into non-redemption agreements (the March 2026 Non-Redemption Agreements) with certain investors pursuant
to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company
(the March 2026 Non-Redeemed Shares) in connection with the March 9, 2026 Extraordinary General Meeting, CIIG will assign
one Class B ordinary share, par value $0.0001 per share for each 40 public shares not redeemed, accruing monthly beginning April 11, 2026
until the completion of the initial Business Combination, held by CIIG to the investors in exchange for such investors agreeing to hold
and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
The March 2026 Non-Redemption Agreements provided
for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors, accruing monthly beginning
April 11, 2026 until the completion of the initial Business Combination, in exchange for such Investors agreeing to hold and not redeem
certain public shares at the March 9, 2026 Extraordinary General Meeting.
Each Non-Redeeming Investor acquired from the
Sponsors an indirect economic interest in the Founder Shares. The value of the Non-Redemption Agreements is reported as a component of
shareholders deficit. The excess of the fair value of the Founder Shares was determined to be non-redemption agreement expense
in accordance with SAB Topic 5T.
We utilized a model to determine
the fair value of the Non-Redemption Agreements using observable and unobservable assumptions about current and anticipated events. Significant
assumptions include the probability and timing of consummating a business combination. Significant variations in these assumptions could
have a material impact to the financial statements. The Company estimated the aggregate fair value of the ClassB ordinary shares
attributable to the Non-Redeeming Investors to be $223,138 (or $1.94 per share) for the year ended December 31, 2025. For the year ended
December 31, 2024, the Company estimated the aggregate fair value of the Class B ordinary shares attributable to the Non-Redeeming Investors
to be $451,322 or $0.78.
Recent Accounting Standards
In December 2023 FASB issued
ASU 2023-09, Improvements to Income Tax Disclosures, which amends ASC 740, Income Taxes, to improve the transparency
and decision usefulness of income tax disclosures for all entities subject to income taxes for the fiscal years beginning after December
31, 2024. The Company evaluated requirements for the new standard and determined that it is not applicable as it is not subject to income
taxation.
Management does not believe
that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys
financial statements.
Off-Balance Sheet Arrangements
As of December 31, 2025,
we did not have any off-balance sheet arrangements as defined in Item303(a)(4)(ii) of Regulation S-K.
72
JOBS Act
The Jumpstart Our Business
Startups Act of 2012 (the JOBS Act) contains provisions that, among other things, relax certain reporting requirements for
qualifying public companies. We qualify as an emerging growth company and under the JOBS Act are allowed to comply with
new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay
the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the
relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the
process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain
conditions set forth in the JOBS Act, if, as an emerging growth company, we choose to rely on such exemptions we may not
be required to, among other things, (i)provide an auditors attestation report on our system of internal controls over financial
reporting pursuant to Section404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public
companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii)comply with any requirement that may be adopted
by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about
the audit and the financial statements (auditor discussion and analysis) and (iv)disclose certain executive compensation related
items such as the correlation between executive compensation and performance and comparisons of the chief executive officers compensation
to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we
are no longer an emerging growth company, whichever is earlier.
Item7A. Quantitative and Qualitative Disclosures About Market
Risk
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item8. Financial Statements and Supplementary
Data
This information appears
following Item15 of this Annual Report on Form10-K and is incorporated herein by reference.
Item9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure
None.
Item9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer concluded
that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due
solely to the material weakness in our internal control over financial reporting related to the Companys accounting for complex
financial instruments and review procedures around key reconciliations including accruals and payables. As a result, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management believes
that the financial statements includedin this Annual Report present fairly in all material respects our financial position, results
of operations and cash flows for the period presented.
Management has identified
a material weakness in internal controls related to the accounting for complex financial instruments and review procedures around key
reconciliations including accruals and payables. While we have processes to identify and appropriately apply applicable accounting requirements,
we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements,
including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.
The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately
have the intended effects.
Disclosure controls and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and
forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including
our Chief Executive Officer, to allow timely decisions regarding required disclosure.
73
Managements Report on Internal Controls
Over Financial Reporting
As required by SEC rules
and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with
GAAP. Our internal control over financial reporting includes those policies and procedures that:
|
(1) | pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our company, |
|
|
(2) | provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,
and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and |
|
|
(3) | provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the financial statements. |
|
Because of its inherent limitations,
internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013).
Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial
reporting as of December 31, 2025.
Management has implemented
remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process
for complex securities and related accounting standards. We plan to further improve this process by enhancing access to accounting literature,
identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional
staff with the requisite experience and training to supplement existing accounting professionals.
This Annual Report on Form
10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.
Changes in Internal Control over Financial
Reporting
There were no changes in
our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Item9B. Other Information
Rule 10b5-1 Trading Plans
During the year ended December 31, 2025, none of the Companys directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any non-Rule 10b5-1 trading arrangement.
Item9C. Disclosure Regarding Foreign
Jurisdictions That Prevent Inspections
None.
74
PARTIII
Item10. Directors, Executive Officers
And Corporate Governance
Executive Officers and Directors
The names of our executive
officers and directors, their ages as of March 30, 2026, and their positions are shown below:
|
Name |
|
Age |
|
Position | |
|
Michael Minnick |
|
60 |
|
Chief Executive Officer | |
|
Richard Chera |
|
51 |
|
Chairman of the Board of Directors | |
|
Melissa Lisa Holladay |
|
58 |
|
Director | |
|
Stephen Siegel |
|
81 |
|
Director | |
|
Chris Rogers |
|
67 |
|
Director | |
*Michael Minnick, Chief Executive Officer*
Mr. Michael Minnick has served
as our Chief Executive Officer since January, 2023. Mr. Minnick is a Co-Founder and has been a Managing Partner at IIG Holdings since
2014, is a Co-Founder and Managing Partner of Opus Music II LLC since December 2024 and is the managing member of CIIG Management III
LLC since its inception. Since May 2024, Mr. Minnick has served as the Chief Executive Officer of Target Global Acquisition I Corp., a
special purpose acquisition company. Mr. Minnick served as co-chief executive officer and a director of CIIG Capital Partners II, Inc.
(now known as Zapp Electric Vehicles, Inc.) (CIIG) from February 2021 until April 2023 when CIIG completed its initial business
combination with Zapp Electric Vehicles Group Limited. Mr. Minnick served as the Chief Investment Officer of CIIG Merger Corp. (CIIC)
from December 2019 to March 2021 when CIIC closed its initial business combination with Arrival Group. Mr. Minnick has also served as
a Director and Co-Founder of Opus Music Group Investments, LLC from December 2021 until August 2024. From 2019 until March 2021, he was
Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a Co-Founder and Senior Managing Director of Interlink
Investment Group, from 2012 to 2014. Mr. Minnick has experience in more than $190 billion in transaction volume, including advisory and
debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS), or RBS.
Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head of Corporate
Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive Officer of Traffic
Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets. From 1996 to
2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom, Media &
Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate at The
Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T (NYSE:T)
where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis & Forecasting
Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as a Director
of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The University
of St. Thomas.
*Richard Chera, Chairman of the Board of
Directors*
Richard Chera has been a
member of the Crown Board since September 2020. Mr.Chera served as Crowns Chief Executive Officer from September 2020 until
January 2023. He is a co-founder and has served as Senior Managing Director of Crown Acquisitions Inc. since 2004. Mr. Chera has been
the Chief Executive Officer of First Mile Capital, a multi-strategy fund, since 2022. Mr.Chera is also a co-founder of ReWyre,
a technology aggregator and intelligent city master planner based in New York City. Mr.Chera also serves on the boards of various
nonprofit organizations that focus on public health, childrens and seniors services, as well as business growth opportunities
for entrepreneurs. Mr.Chera attended The Sanno Institute in Tokyo, Japan in 1992 and New York Universitys Stern School of
Business from 1992-1995. Crown believes Mr.Cheras experience in leading large real estate transactions in the U.S., Canada
and UK and numerous retail developments make him well qualified to serve on the Crown Board.
75
*Lisa Holladay, Director*
Lisa Holladay has been a
member of the Crown Board since February 2021. Since April 2020, Ms.Holladay has been Chief Experience Officer of TIGER 21, a peer-to-peer
learning company. From September 2016 to April 2020, Ms.Holladay served as Global Brand Leader of five of Marriott Internationals
luxury brands, including The Ritz-Carlton Hotel and The St. Regis Hotels& Resorts. From 2012 to 2016, Ms.Holladay served
as Vice President, Global Brand Marketing for The Ritz-Carlton Hotel Company, L.L.C. Prior to joining Marriott, Ms.Holladay was
National Manager of Experiential Marketing of Mercedes-Benz USA, an automotive company. Ms.Holladay also serves on the board of
the Erwin Center for Brand Communications at Clemson University. Ms.Holladay has an M.A. from Georgetown University and a B.A. from
Clemson University. Crown believes Ms.Holladays experience in customer experience, hospitality and marketing makes her well
qualified to serve on the Crown Board.
*Stephen Siegel, Director*
Stephen Siegel has been a
member of the Crown Board since February 2021. Since July 2003, Mr.Siegel has served as the Chairman, Global Brokerage at CBRE,
Inc. Prior to the merger with CBRE, Mr.Siegel was Chairman and Chief Executive Officer of Insignia/ESG. Before that, he became President
and Chief Executive Officer of Cushman& Wakefield at the age of 37. Mr.Siegel has arranged multimillion-dollar transactions
for some of the nations most prominent corporate clients over the years. More recently, Mr.Siegel closed major deals with
the headquarters of HBC (400,000 sq. ft.), Headquarters of Apollo (300,000 sq. ft.), Estee Lauder, Corp. Headquarters (300,000 sq. ft.)
and the Headquarters for LOreal (400,000 sq. ft.). He sits on numerous nonprofit boards, such as Gift of Life and National Jewish
Health. He has honorary doctorates from Baruch College, Yeshiva University, Monmouth University and St. Thomas Aquinas University. Crown
believes Mr.Siegels experience as an industry leader and benefactor makes him well qualified to serve on the Crown Board.
*Chris Rogers, Director*
Chris Rogers has been a member
of the Crown Board since May 2023. Mr.Rogers has over 30years of operating and investing experience and has served in his
current capacity as Partner at Lumia Capital LLC since 2013. He served as a member of CIIG Capital Partners II, Inc.s board of
directors from September 2021 to April 2023. From 2019 until March 2021, he was a director of CIIG Merger Corp. Mr. Rogers co-foundedNextelCommunicationsin
1987, which later sold to Sprint Corporation (NYSE:S) in 2005. Mr.Rogers served as Senior Vice President at Nextel, implementing
numerous strategies and campaigns. Mr.Rogers moved to Sprint in 2005 after Nextel was acquired, where he served as a Senior Vice
President of Corporate Development and Spectrum until2012. He oversaw mergers, acquisitions, divestitures, equity investments and
joint ventures in the role and was also responsible for management and oversight of wireless spectrum licenses and Sprints portfolio
of emerging technology investments. Mr.Rogers received his B.A. from Tufts University and his J.D. from the Catholic University
of America.
76
Number and Terms of Office of Officers and
Directors
The Crown Board consists
of four members, divided into three classes with only one class of directors being appointed in each year, and with each class (except
for those directors appointed prior to Crowns first general meeting) serving a three-year term. We may not hold an annual general
meeting of stockholders to elect new directors prior to the consummation of our initial business combination.
Only holders of ClassB
ordinary shares have the right to appoint directors in any general meeting held prior to or in connection with the completion of an initial
business combination. Holders of the ClassA ordinary shares are not entitled to vote on the appointment of directors during such
time. These provisions of Crowns sixth amended and restated memorandum and articles of association relating to the rights of Crowns
holders of ClassB ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90%
of the ordinary shares voting in a general meeting.
Crowns officers are
appointed by the Crown Board and serve at the discretion of the Crown Board, rather than for specific terms of office. The Crown Board
is authorized to appoint officers as it deems appropriate pursuant to Crowns sixth amended and restated memorandum and articles
of association.
Director Independence
An independent director
is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the
listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the
company). Crown currently has three independent directors as defined in the SEC rules. The Crown Board has determined that
Ms.Holladay, Mr.Siegel and Mr.Rogers are independent directors as defined in the SEC rules. Crowns independent
directors will have regularly scheduled meetings at which only independent directors are present.
Committees of the Board of Directors
The Crown Board has three
standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. All of Crowns
committees are composed solely of independent directors. Subject to phase-in rules and Rule10A-3 of the Exchange Act require that
the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has
been approved by the Crown Board and has the composition and responsibilities described below. The charter of each committee is available
on Crowns website (https://www.crownproptech.com/). Information contained on Crowns website is not part of this Form10-K,
and the inclusion of Crowns website address in this Form10-K is an inactive textual reference only.
77
*Audit Committee*
We established an audit committee
of the board of directors. Lisa Holladay, Chris Rogers and Stephen Siegel serve as the members and Chris Rogers serves as chair of the
audit committee. Lisa Holladay, Chris Rogers and Stephen Siegel are independent of and unaffiliated with our sponsors and our underwriters.
Under the applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.
Lisa Holladay, Chris Rogers
and Stephen Siegel are financially literate and the Crown Board has determined that Chris Rogers qualifies as an audit committee
financial expert and has accounting or related financial management expertise. Crown has adopted an audit committee charter, which
details the principal functions of the audit committee, including:
|
|
|
assisting board oversight of (1)the integrity of Crowns financial statements, (2)Crowns compliance with legal and regulatory requirements, (3)Crowns independent registered public accounting firms qualifications and independence, and (4)the performance of Crowns internal audit function and independent auditors; the appointment, compensation, retention, replacement, oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by Crown; | |
|
|
|
pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by Crown, and establishing pre-approval policies and procedures; reviewing and discussing with the independent auditors all relationships the auditors have with Crown in order to evaluate their continued independence; | |
|
|
|
setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1)the independent auditors internal quality-control procedures and (2)any material issues raised by the most recent internal quality control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding fiveyears respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | |
|
|
|
meeting to review and discuss Crowns annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing Crowns specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item404 of Regulation S-K promulgated by the SEC prior to Crown entering into such transaction; and | |
|
|
|
reviewing with management, the independent auditors, and Crowns legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding Crowns financial statements or accounting policies and any significant changes in accounting standards or rulespromulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities. | |
78
*Nominating and Corporate Governance Committee*
We established a nominating
and corporate governance committee of the board of directors. The members of our nominating and corporate governance are Chris Rogers,
Lisa Holladay and Stephen Siegel. Stephen Seigel serves as chair of the nominating and corporate governance committee.
We have adopted a nominating
and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance
committee, including:
|
|
|
identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; | |
|
|
|
developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; | |
|
|
|
coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and | |
|
|
|
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. | |
The charter of the nominating
and corporate governance committee also provides that the nominating and corporate governance committee may, in its sole discretion, retain
or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and has been directly responsible
for approving the search firms fees and other retention terms.
Crown has not formally established
any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying
and evaluating nominees for director, the Crown Board considers educational background, diversity of professional experience, knowledge
of Crowns business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of
Crown shareholders. Prior to an initial business combination, holders of Crowns Public Shares will not have the right to recommend
director candidates for nomination to the Crown Board.
*Compensation Committee*
Lisa Holladay, Chris Rogers
and Stephen Siegel serve as the members and Lisa Holladay serves as chair of the compensation committee. Crown has adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:
|
|
|
reviewing and approving on an annual basis the corporate goals and objectives relevant to Crowns chief executive officers compensation; | |
|
|
|
evaluating Crowns chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of Crowns chief executive officer based on such evaluation; | |
|
|
|
reviewing and making recommendations to the Crown Board with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Crown Board approval of all of Crowns other officers; | |
|
|
|
reviewing Crowns executive compensation policies and plans; | |
|
|
|
implementing and administering Crowns incentive compensation and equity-based remuneration plans; | |
79
|
|
|
assisting management in complying with Crowns proxy statement and annual report disclosure requirements; | |
|
|
|
approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for Crowns officers and employees; | |
|
|
|
producing a report on executive compensation to be included in Crowns annual proxy statement; and | |
|
|
|
reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. | |
Notwithstanding the foregoing,
as indicated above, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of Crowns
existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to
effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial
business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements
to be entered into in connection with such initial business combination.
The charter also provides
that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal
counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation
committee will consider the independence of each such adviser, including the factors required by the SEC.
Section16(a) Beneficial Ownership Reporting
Compliance
Section16(a) of the
Exchange Act requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports
of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section16(a)
forms they file. Based solely upon a review of such forms, we believe that during the year ended December31, 2025 there were no
delinquent filers.
Code of Ethics
Crown adopted a Code of Business
Conduct and Ethics applicable to Crown directors, officers, and employees. You can review this document by accessing Crowns public
filings at the SECs website at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics and the charters of
the committees of the Crown Board will be provided without charge upon request in writing to Crown PropTech Acquisitions, 40 West 57th
Street, 29th Floor, New York, NY 10019. If Crown makes any amendments to Crowns Code of Business Conduct and Ethics
other than technical, administrative or other non-substantive amendments, or grants any waiver, including any implicit waiver, from a
provision of the Code of Business Conduct and Ethics applicable to Crowns principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules, Crown
will disclose the nature of such amendment or waiver on Crowns website. The information included on Crowns website is not
incorporated by reference into this proxy statement/prospectus or in any other report or document Crown files with the SEC, and any references
to Crowns website are intended to be inactive textual references only.
80
Conflicts of Interest
Under Cayman Islands law,
directors and officers owe the following fiduciary duties:
|
(i) | duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; |
|
|
(ii) | duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; |
|
|
(iii) | directors
should not improperly fetter the exercise of future discretion; |
|
|
(iv) | duty
to exercise powers fairly as between different sections of shareholders; |
|
|
(v) | duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and |
|
|
(vi) | duty
to exercise independent judgment. |
|
In addition to the above,
directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably
diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same
functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.
As set out above, directors
have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit
as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized
in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted
in the sixth amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.
Each of our officers and
directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant
to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if
any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she
has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our sixth amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i)no individual
serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us; and (ii)we renounce any interest or
expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity
for any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual
obligations of our officers or directors will materially affect our ability to complete our initial business combination.
81
Below is a table summarizing the other entities
to which our officers and directors currently have fiduciary duties.
|
Individual |
|
Entity/Organization |
|
Entitys Business |
|
Affiliation | |
|
Michael Minnick |
|
InternationalInvestmentGroupHoldingsLLC |
|
Investment Company |
|
Managing Partner | |
|
|
|
|
|
|
|
| |
|
|
|
Target Global Acquisition I Corp. |
|
Special Purpose AcquisitionCompany |
|
Chief Executive Officer | |
|
|
|
|
|
|
|
| |
|
|
|
Opus Music II LLC |
|
Investment Company |
|
Co-Founder and Managing Partner | |
|
|
|
|
| |
|
Richard Chera |
|
Crown Acquisitions |
|
Real Estate Holding Company |
|
Senior Managing Director | |
|
|
|
|
|
|
|
| |
|
|
|
First Mile Capital |
|
Investment Company |
|
Chief Executive Officer | |
|
|
|
|
| |
|
Lisa Holladay |
|
TIGER 21 |
|
Peer-to-Peer Learning |
|
Chief Experience Officer | |
|
|
|
|
|
|
|
| |
|
|
|
Clemson University (Erwin Center for Brand Communications) |
|
Education |
|
Board Member | |
|
|
|
|
| |
|
Stephen Siegel |
|
CBRE, Inc. |
|
Real Estate and Investment Firm |
|
Chairman, Global Brokerage | |
|
|
|
|
| |
|
Chris Rogers |
|
Lumia Capital |
|
Investment Company |
|
Partner | |
There are also other potential conflicts of interest:
|
|
|
Crowns officers and directors are not required to, and will not, commit their full time to Crowns affairs, which may result in a conflict of interest in allocating their time between Crowns operations and Crowns search for a business combination and their other businesses. Crown currently does not have and does not intend to have any full-time employees prior to the completion of an initial business combination. Each of Crowns officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and Crowns officers are not obligated to contribute any specific number of hours per week to Crowns affairs. | |
|
|
|
Crown PropTech Sponsor purchased Founder Shares prior to the date of Crowns initial public offering and purchased Private Placement Warrants in a transaction that closed simultaneously with the closing of Crowns initial public offering. In February 2021, Crown PropTech Sponsor transferred 690,000 Founder Shares to our Anchor Investor and transferred 50,000 Founder Shares to each of Crowns four independent directors prior to Crowns initial public offering. In January 2023 Crown PropTech Sponsor sold 5,662,000 Founder Shares and 250,667 Private Placement Warrants to CIIG. The sponsors, officers, and directors have entered into a letter agreement with Crown, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of an initial business combination. Additionally, the sponsors, officers, and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares if Crown fails to complete an initial business combination within the prescribed time frame. If Crown does not complete an initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless. Furthermore, the sponsors, the Anchor Investor and Crowns officers and directors have agreed not to transfer, assign or sell any of their Founder Shares and any ClassA ordinary shares issuable upon conversion thereof until the earlier to occur of: (i)oneyear after the completion of an initial business combination or (ii)the date following the completion of an initial business combination on which Crown completes a liquidation, merger, share exchange or other similar transaction that results in all of Crown shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of Crown Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after an initial business combination, the Founder Shares will be released from the lockup. | |
82
|
|
|
The Private Placement Warrants (including the ClassA ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30days following the completion of an initial business combination. Because each of Crowns officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate an initial business combination. | |
|
|
|
Each of Mr.Chera and Mr.Siegel invested $2,271,000 and $230,000 in Crown PropTech Sponsor, respectively and hold interests in the Crown PropTech Sponsor, or directly in Crown, that represent an interest of up to 348,000 ClassB ordinary shares and 3,760,000 Private Placement Warrants. All of such securities would be worthless if a business combination is not consummated by March 11, 2027 (unless such date is extended in accordance with the Existing Governing Documents). | |
|
|
|
On November30, 2021,
we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which
Mr.Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the Convertible Note). The
Convertible Note was non-interest bearing and due on the earlier of: (i)12 months from the date thereof or (ii)the date
on which we consummate a business combination. If we do not consummate a business combination, we may use a portion of any funds
held outside the trust account to repay the Convertible Note; however, no proceeds from the trust account may be used for such
repayment if we do not consummate a business combination. On May31, 2023, the Convertible Note was amended and restated (the
A&R Note) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of:
(i)February11, 2024; (ii) the date on which the Company consummates a Business Combination or (iii)the effective
date of a liquidation of the Company. Additionally, due to a waiver by Mr.Chera, the A&R Note no longer provides for the
Conversion Right. On March 28, 2025, the A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be
due on the earlier of: (i) February 11, 2026; (ii) the date on which the Company consummates a Business Combination; or (iii) the
effective date of a liquidation of the Company (Second A&R Note). On February 10, 2026, the Second A&R Note
was amended to be due on the earlier of: (i) December 31, 2026; (ii) the date on which the Company consummates a Business
Combination; or (iii) the effective date of a liquidation of the Company (Third A&R Note). In connection with the
execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional Class B Ordinary Shares to an
unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which SPAC
consummates a Business Combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III
LLC. | |
|
|
|
On January17, 2023, CIIG entered into the Securities Assignment Agreement, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 ClassB ordinary shares of the Company and 250,667 Private Placement Warrants to purchase ClassA ordinary shares of the Company to CIIG. In connection with entry into the Assignment Agreement, CIIG (i)entered into a letter agreement with Crown and (ii)entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with Crowns Initial Public Offering. | |
|
|
|
Mr.Minnick, Crowns Chief Executive Officer and the Managing Member of CIIG, invested $20,514 and $1,203, respectively, to acquire 5,622,000 ClassB ordinary shares and 250,667 Private Placement Warrants from Crown PropTech Sponsor. All of such securities would be worthless if a business combination is not consummated by March 11, 2027 (unless such date is extended). | |
|
|
|
Crowns officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to Crowns initial business combination. | |
83
In no event will the sponsors
or any of Crowns existing officers or directors, or any of their respective affiliates, be paid by the Crown any finders
fee, consulting fee, or other compensation prior to, or for any services they render in order to effectuate, the completion of an initial
business combination. Further, commencing on the date that the Crown securities were first listed on the NYSE through the earlier of consummation
of an initial business combination and Crowns liquidation, pursuant to an administrative services agreement, Crown agreed to pay
Crown PropTech Sponsor or an affiliate thereof up to $15,000 permonth of Administrative Support Payments. Pursuant to a subsequent
letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and Crown is no longer required
to pay any such payments. As of the date of this Annual Report, Crown has not made any Administrative Support Payments pursuant to the
administrative agreement and does not expect to incur any related expenses in the near future.
Crown cannot assure you that any of the above-mentioned
conflicts will be resolved in Crowns favor.
The sponsors, officers, and
directors have agreed to vote their Founder Shares and any shares purchased during or after the offering in favor of an initial business
combination.
Item11. Executive Compensation
None of our executive officers
or directors have received any cash compensation for services rendered to us. No compensation of any kind, including finders and
consulting fees, will be paid to our sponsors, directors and officers, or any of their respective affiliates, for services rendered prior
to or in connection with the completion of our initial business combination. However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors, directors
or officers, or our or their affiliates. For the fiscal year ended December31, 2024, no expenses have been incurred by our sponsors,
directors or officers, or our or their affiliates, on behalf of Crown for which they are seeking reimbursement.
After the completion of our
initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials
or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established
any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely
the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination
business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined,
or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors
or by a majority of the independent directors on our board of directors.
We do not intend to take
any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business
combination, although it is possible that some or all of our directors and officers may negotiate employment or consulting arrangements
to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to
retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do
not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a
determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our directors
and officers that provide for benefits upon termination of employment.
Item12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters
The following table sets
forth information regarding the beneficial ownership of our ordinary shares available to us as of March 10, 2026, with respect to our ordinary
shares held by:
|
|
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ClassA ordinary shares; | |
|
|
|
each of our directors and executive officers that beneficially owns CPTK ordinary shares; and | |
|
|
|
all our directors and executive officers as a group. | |
84
Beneficial ownership is determined
according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses
sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or will become
exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws,
we believe that each person listed below has sole voting and investment power with respect to such shares. On January17, 2023, CIIG
entered into the Assignment Agreement whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Founder Shares of the Company
and 250,667 Private Placement Warrants to purchase ClassA ordinary shares of the Company to CIIG for an aggregate purchase price
of $21,717.
In the table below, percentage
ownership is based on 7,383,822 ordinary shares outstanding as of March 10, 2026, including 483,822 shares of Crown ClassA ordinary
shares and 6,900,000 shares of Crown ClassB ordinary shares. Votingpercentages represents the voting power of the ordinary
shares owned beneficially by such person. On all matters to be voted upon, the holders of the ordinary shares vote together as a single
class, provided that only holders of ClassB ordinary shares have the right to vote on the appointment of directors prior to the
Companys initial business combination. The table below does not include any ordinary shares underlying our outstanding warrants
because such securities are not exercisable within 60 days of the date hereof.
Our Sponsors, Directors and Executive Officers
|
Name and Address of Beneficial Owner(1) | |
Number of Class A Ordinary Shares | | |
Number of Class B Ordinary Shares | | |
% of Class A Ordinary Shares | | |
% of Class B Ordinary Shares | | |
% of Ordinary Shares | | |
|
5% Holders of the Company | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
CIIG Management III LLC(2) | |
| | | |
| 5,662,000 | | |
| | | |
| 82.1 | % | |
| 76.7 | % | |
|
BlackRock, Inc.(3) | |
| 417,117 | | |
| 690,000 | | |
| 86.2 | % | |
| 10.0 | % | |
| 15.0 | % | |
|
Sandia Investment Management LP(4) | |
| 61,146 | | |
| | | |
| 12.6 | % | |
| | | |
| 0.8 | % | |
|
Directors and Executive Officers of the Company | |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Michael Minnick(2) | |
| | | |
| 5,662,000 | | |
| | | |
| 82.1 | % | |
| 76.7 | % | |
|
Richard Chera(5) | |
| | | |
| 298,000 | | |
| | | |
| 4.3 | % | |
| 4.0 | % | |
|
Stephen Siegel | |
| | | |
| 50,000 | | |
| | | |
| * | | |
| * | | |
|
Lisa Holladay | |
| | | |
| 50,000 | | |
| | | |
| * | | |
| * | | |
|
Chris Rogers | |
| | | |
| | | |
| | | |
| * | | |
| * | | |
|
All directors and executive officers of the Company as a group (5 individuals) | |
| | | |
| 6,060,000 | | |
| | | |
| 87.8 | % | |
| 82.1 | % | |
|
* | Less
than 1% |
|
|
(1) | Unless
otherwise indicated, the business address of each of the individuals prior to a business combination is 40 West 57th Street, 29th
Floor, New York, New York 10019. |
|
85
|
(2) | CIIG is the record holder
of such shares. Michael Minnick, Chief Executive Officer, is the managing member of CIIG Management III LLC. Consequently, he may be
deemed the beneficial owner of the shares held by CIIG Management III LLC and have voting and dispositive control over such
securities. Mr.Minnick disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest
therein, directly or indirectly. The address for CIIG Management III LLC, and Michael Minnick is 40 West 57th Street, 29th Floor,
New York, New York 10019. Total includes 2,494,988 Class B Ordinary Shares consisting of 2,194,987 Class B Ordinary Shares that
would be transferred at Closing pursuant to non-redemption agreements, 250,000 Class B Ordinary Shares that would be transferred at
Closing to the BCA Note Investor, 50,000 Class B Ordinary Shares to be transferred to Chris Rogers and such variable number of
shares to be transferred to an unaffiliated third party accruing at 2,500 Class B Ordinary Shares per month from February 2026 until
the Closing and to certain parties pursuant to the March 2026 EGM non-redemption agreements accruing at 11,529 Class B Ordinary
Shares per month beginning April 11, 2026 until the Closing. Total excludes 517,500 Class B Ordinary Shares that are subject to
forfeiture to the Sponsor at Closing. |
|
|
(3) | The information in the
table above regarding ClassA ordinary shares is based on additional information of management as of March 10, 2026 and
information contained in this shareholders Schedule 13G/A under the Exchange Act filed by such shareholder with the SEC on
February 14, 2024. The address for the BlackRock,Inc. is 50 Hudson Yards, New York, New York 10001. Includes 517,500 Class B
Ordinary Shares that are subject to forfeiture to CIIG at Closing. Excludes 450,000 Class B Ordinary Shares that would be
transferred pursuant to prior non-redemption agreements and a variable amount transferred pursuant to the March 2026 EGM
non-redemption agreement accruing at 10,000 Class B Ordinary Shares per month beginning April 11, 2026 until the
Closing. |
|
|
(4) | The information in the
table above regarding ClassA ordinary shares is based on additional information of management as of March 10, 2026 and
information contained in this shareholders Schedule 13G under the Exchange Act filed by such shareholder with the SEC on
August 14, 2025. Sandia Investment Management LP. reported that, as of March 31, 2025, it had shared voting and dispositive power
over 61,146 Class A ordinary shares. Sandia Investment Management LP is the beneficial owner and Timothy Sichler, who serves as
Managing Member of the general partner of Sandia, may be deemed an indirect beneficial owner of the 61,146 Class A ordinary shares.
The address for Sandia Investment Management LP and Timothy Sichler is 201 Washington Street, Boston, MA 02108. Excludes 211,148 Class B Ordinary Shares that would be transferred at the Closing by CIIG pursuant to non-redemption agreements and a
variable amount transferred pursuant to the March 2026 EGM non-redemption agreement accruing at 1,529 Class B Ordinary Shares per month beginning April 11, 2026 until
the Closing. |
|
|
(5) | Crown PropTech Sponsor is
the record holder of such shares and is managed by a board of managers. Mr.Chera may be deemed to have voting and investment
discretion with respect to the ordinary shares held of record by Crown PropTech Sponsor, LLC. Mr.Chera disclaims any
beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or
indirectly. Excludes 250,000 Class B Ordinary Shares which could be acquired at Closing pursuant to the June 2025 Letter Agreement. The address for
Crown PropTech Sponsor is 28 West 25th Street, Floor 6, New York, New York 10010. |
|
Our sponsors beneficially
own approximately 80.7% of our issued and outstanding ordinary shares. Because of this ownership block, our sponsors may be able to effectively
influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Charter and approval of
significant corporate transactions.
Item13. Certain Relationships and Related Transactions and
Director Independence
If any of our officers or
directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she
has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations
that may take priority over their duties to us.
86
In addition, in order to
finance transaction costs in connection with a business combination, the Initial Shareholders or an affiliate of the Initial Shareholders
or certain of the Companys directors and officers may, but are not obligated to, loan the Company funds as may be required (Working
Capital Loans). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds
of the trust account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the
trust account. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the trust
account to repay the Working Capital Loans, but no proceeds held in the trust account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would be repaid upon consummation of a business combination, without interest.
After our initial business
combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company
with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation
materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution
of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as
it will be up to the directors of the post-combination business to determine executive and director compensation.
On March 28, 2025, the
A&R Note entered into on May 31, 2023 in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier
of: (i) February 11, 2026; (ii) the date on which the Company consummates a Business Combination; or (iii) the effective date of a
liquidation of the Company. On February 10, 2026, the Second A&R Note was amended to replace February 11, 2026
with December 31, 2026. In connection with the execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer
additional CPTK Class B Ordinary Shares to an unaffiliated third party in an amount equal to the product of the number of months
from February 2026 until the date on which SPAC consummates a Business Combination and 2,500 and subject to the same transfer
restrictions that are imposed on CIIG Management III LLC.
Associated with the March
9, 2026 Extraordinary General Meeting, the Company and CIIG entered into the March 2026 Non-Redemption Agreements with certain investors
pursuant to which, if such investors do not redeem the March 2026 Non-Redeemed Shares in connection with the March 2026 Extraordinary
General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation
of an initial Business Combination if they continue to hold such March 2026 Non-Redeemed Shares through the March 9, 2026 Extraordinary
General Meeting. The March 2026 Non-Redemption Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001
per share, held by CIIG to the investors per month that will accrue on a monthly basis beginning on April 11, 2026 to the investors until
the completion of an initial Business Combination in exchange for such Investors agreeing to hold and not redeem certain public shares
at the March 9, 2026 Extraordinary General Meeting.
87
Policy for Approval of Related Party Transactions
The audit committee of our
board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of related
party transactions. A related party transaction is any consummated or proposed transaction or series of transactions:
(i)in which the company was or is to be a participant; (ii)the amount of which exceeds (or is reasonably expected to exceed)
the lesser of $120,000 or 1% of the average of the companys total assets at year end for the prior two completed fiscal years in
the aggregate over the duration of the transaction (without regard to profit or loss); and (iii)in which a related party
had, has or will have a direct or indirect material interest. Related parties under this policy will include: (i)our
directors, nominees for director or officers; (ii)any record or beneficial owner of more than 5% of any class of our voting securities;
(iii)any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv)any other person
who maybe a related person pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit
committee will consider (i)the relevant facts and circumstances of each related party transaction, including if the transaction
is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party, (ii)the extent
of the related partys interest in the transaction, (iii)whether the transaction contravenes our code of ethics or other policies,
(iv)whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company
and its shareholders and (v)the effect that the transaction may have on a directors status as an independent member of the
board and on his or her eligibility to serve on the boards committees. Management will present to the audit committee each proposed
related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related
party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the
policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person
transaction in which he or she is the related party.
Director Independence
An independent director
is defined generally as a person who, in the opinion of the companys board of directors, has no material relationship with the
listed company (either directly or as a partner, shareholder, stockholder or officer of an organization that has a relationship with the
company). Crown currently has three independent directors as defined in the applicable SEC rules. The Crown Board has determined
that Ms.Holladay, Mr.Siegel and Mr. Rogers are independent directors as defined in the applicable SEC rules.
Crowns independent directors will have regularly scheduled meetings at which only independent directors are present.
Item14. Principal Accounting Fees and
Services
On June 13, 2025, the Company
was notified by Marcum LLP (Marcum) that Marcum resigned as the independent registered accounting firm of the Company. On
November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum. On June 13, 2025, upon Marcums resignation as auditors
of the Company and with the approval of the Companys Board of Directors, CBIZ CPAs P.C. was engaged as the Companys independent
registered public accounting firm. The following principal accounting fees and services for Marcum and CBIZ are combined.
The following is a summary
of fees paid or to be paid to CBIZ for services rendered.
*Audit Fees.* During
the year ended December31, 2025 and 2024, fees for our independent registered public accounting firm were approximately $327,025
and $127,720, respectively, for the services CBIZ performed in connection with the audit of our December31, 2025 and 2024 financial
statements included in this Annual Report on Form10-K and the review of our quarterly financial statements.
*Tax Fees*. During the
year ended December31, 2025 and 2024, our fees for our independent registered public accounting firm were $0 for services to us
for tax compliance, tax advice and tax planning.
*All Other Fees*. During
the year ended December31, 2025 and 2024, there were no fees billed for products and services provided by our independent registered
public accounting firm other than those set forth above.
Pre-Approval Policy
Our audit committee was formed
upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation
of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).
88
Item15*.* Exhibits, Financial Statement Schedules
(a) (1)Financial Statements:
|
|
|
Page | |
|
Report of Independent
Registered Public Accounting Firm (PCAOB ID Number 199) |
|
F-2 | |
|
Balance Sheets as of December
31, 2025 and 2024 |
|
F-3 | |
|
Statements of Operations
for the Years Ended December 31, 2025 and 2024 |
|
F-4 | |
|
Statements of Changes
in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 |
|
F-5 | |
|
Statements of Cash Flows
for the Years Ended December 31, 2025 and 2024 |
|
F-6 | |
|
Notes to Financial Statements |
|
F-7
to F-21 | |
(2) Financial Statement Schedules:
None.
(3) Exhibits
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and
copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates or on the SEC website at www.sec.gov.
89
INDEX TO FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199) | | F-2 | |
| Financial Statements: | | | |
| Balance Sheets as of December 31, 2025 and 2024 | | F-3 | |
| Statements of Operations for the Years Ended December 31, 2025 and 2024 | | F-4 | |
| Statements of Changes in Shareholders Deficit for the Years Ended December 31, 2025 and 2024 | | F-5 | |
| Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | | F-6 | |
| Notes to Financial Statements | | F-7 to F-21 | |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Crown PropTech Acquisitions
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Crown PropTech Acquisitions (the Company) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders deficit and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Explanatory Paragraph Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before March 11, 2027. The Company entered into a business combination agreement with a business combination target on July 2, 2025; however, the completion of this transaction is subject to the approval of the Companys shareholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to March 11, 2027, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after March 11, 2027, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
We have served as the Companys auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).
Houston, TX
March 31, 2026
F-2
CROWN PROPTECH ACQUISITIONS
BALANCE SHEETS
|
| |
December31, 2025 | | |
December31, 2024 | | |
|
Assets | |
| | |
| | |
|
Current assets: | |
| | |
| | |
| Cash | | $ | 425 | | | $ | 425 | | |
| Prepaid expenses | | | 992 | | | | 1,594 | | |
| Total current assets | | | 1,417 | | | | 2,019 | | |
|
| |
| | | |
| | | |
| Investments held in Trust Account | | | 5,788,250 | | | | 5,804,083 | | |
| Total assets | | $ | 5,789,667 | | | $ | 5,806,102 | | |
|
| |
| | | |
| | | |
|
Liabilities, ClassA ordinary shares subject to possible redemption and Shareholders Deficit | |
| | | |
| | | |
|
Current liabilities: | |
| | | |
| | | |
| Accounts payable and accrued expenses | | $ | 3,705,873 | | | $ | 1,790,528 | | |
| Due to related parties | | | 1,592,586 | | | | 1,189,077 | | |
| Total current liabilities | | | 5,298,459 | | | | 2,979,605 | | |
|
| |
| | | |
| | | |
| Warrant liabilities | | | | | | | 14 | | |
| Total liabilities | | | 5,298,459 | | | | 2,979,619 | | |
|
| |
| | | |
| | | |
| Commitments | | | | | | | | | |
| ClassA ordinary shares subject to possible redemption, 491,806 and 513,613 shares at a redemption value of $11.77 and $11.30 as of December 31, 2025 and 2024, respectively | | | 5,788,250 | | | | 5,804,083 | | |
|
| |
| | | |
| | | |
|
Shareholders deficit: | |
| | | |
| | | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | | | | | | | | | |
| ClassA ordinary shares, $0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding, excluding 491,806 and 513,613 shares subject to possible redemption as of December 31, 2025 and 2024, respectively | | | | | | | | | |
| ClassB ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding | | | 690 | | | | 690 | | |
| Additional paid-in capital | | | 12,991,960 | | | | 12,063,607 | | |
| Accumulated deficit | | | (18,289,692 | ) | | | (15,041,897 | ) | |
| Total shareholders deficit | | | (5,297,042 | ) | | | (2,977,600 | ) | |
| Total liabilities, class A ordinary shares subject to possible redemption, and shareholders deficit | | $ | 5,789,667 | | | $ | 5,806,102 | | |
*The accompanying notes are an integral
part of the financial statements.*
F-3
CROWN PROPTECH ACQUISITIONS
STATEMENTS OF OPERATIONS
|
| |
FortheYearEnded
December31, | | |
|
| |
2025 | | |
2024 | | |
| Operating costs | | $ | 3,024,671 | | | $ | 700,481 | | |
| Loss from operations | | | (3,024,671 | ) | | | (700,481 | ) | |
|
Other income (expense): | |
| | | |
| | | |
| Non-redemption agreement expense | | | (223,138 | ) | | | (451,322 | ) | |
| Trust dividend income | | | 234,224 | | | | 947,345 | | |
| Change in fair value of warrant liabilities | | | 14 | | | | | | |
| Total other income, net | | | 11,100 | | | | 496,023 | | |
| Net loss | | $ | (3,013,571 | ) | | $ | (204,458 | ) | |
|
| |
| | | |
| | | |
| Weighted average redeemable shares outstanding | | | 499,453 | | | | 1,661,751 | | |
| Basic and diluted net loss per redeemable share | | $ | (0.41 | ) | | $ | (0.02 | ) | |
|
| |
| | | |
| | | |
| Weighted average non-redeemable shares outstanding | | | 6,900,000 | | | | 6,900,000 | | |
| Basic and diluted net loss per non-redeemable share | | $ | (0.41 | ) | | $ | (0.02 | ) | |
*The accompanying notes are an integral
part of the financial statements.*
F-4
CROWN PROPTECH ACQUISITIONS
STATEMENTS OF CHANGES IN SHAREHOLDERS
DEFICIT
FOR THE YEARS ENDED DECEMBER31,
2025 AND 2024
|
| |
Ordinary Shares | | |
Additional | | |
| | |
Total | | |
|
| |
ClassB | | |
Paid-in | | |
Accumulated | | |
Shareholders | | |
|
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | | |
| Balance as of December31, 2023 | | | 6,900,000 | | | $ | 690 | | | $ | 11,612,285 | | | $ | (13,890,094 | ) | | $ | (2,277,119 | ) | |
| Capital contribution from Sponsors | | | | | | | | | | | 451,322 | | | | | | | | 451,322 | | |
| Remeasurement of ordinary shares subject to redemption value | | | | | | | | | | | | | | | (947,345 | ) | | | (947,345 | ) | |
| Net loss | | | | | | | | | | | | | | | (204,458 | ) | | | (204,458 | ) | |
| Balance as of December31, 2024 | | | 6,900,000 | | | $ | 690 | | | $ | 12,063,607 | | | $ | (15,041,897 | ) | | $ | (2,977,600 | ) | |
| Capital contribution from Sponsors | | | | | | | | | | | 928,353 | | | | | | | | 928,353 | | |
| Remeasurement of ordinary shares subject to redemption value | | | | | | | | | | | | | | | (234,224 | ) | | | (234,224 | ) | |
| Net loss | | | | | | | | | | | | | | | (3,013,571 | ) | | | (3,013,571 | ) | |
| Balance as of December31, 2025 | | | 6,900,000 | | | $ | 690 | | | $ | 12,991,960 | | | $ | (18,289,692 | ) | | $ | (5,297,042 | ) | |
*The accompanying notes are an integral
part of the financial statements.*
F-5
CROWN PROPTECH ACQUISITIONS
STATEMENTS OF CASH FLOWS
|
| |
For the Year Ended December31, | | |
|
| |
2025 | | |
2024 | | |
|
Cash Flows from Operating Activities: | |
| | |
| | |
| Net loss | | $ | (3,013,571 | ) | | $ | (204,458 | ) | |
|
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | | |
| Change in fair value of warrant liabilities | | | (14 | ) | | | | | |
| Non-redemption agreement expense | | | 223,138 | | | | 451,322 | | |
| Trust dividend income | | | (234,224 | ) | | | (947,345 | ) | |
|
Changes in current assets and current liabilities: | |
| | | |
| | | |
| Prepaid expenses | | | 602 | | | | 1,227 | | |
| Accounts payable and accrued expenses | | | 1,915,345 | | | | 425,369 | | |
| Net cash used in operating activities | | | (1,108,724 | ) | | | (273,885 | ) | |
|
| |
| | | |
| | | |
|
Cash Flows from Investing Activities: | |
| | | |
| | | |
| Cash withdrawn from Trust Account in connection with redemption | | | 250,057 | | | | 40,209,102 | | |
| Net cash provided by investing activities | | | 250,057 | | | | 40,209,102 | | |
|
| |
| | | |
| | | |
|
Cash Flows from Financing Activities: | |
| | | |
| | | |
| Proceeds from promissory note to related party | | | 403,509 | | | | 273,658 | | |
| Capital contribution from the Sponsor | | | 705,215 | | | | | | |
| Redemption of Class A ordinary shares subject to possible redemption | | | (250,057 | ) | | | (40,209,102 | ) | |
| Net cash provided by (used in) financing activities | | | 858,667 | | | | (39,935,444 | ) | |
|
| |
| | | |
| | | |
| Net Change in Cash | | | | | | | (227 | ) | |
| CashBeginning of year | | | 425 | | | | 652 | | |
| CashEnding of year | | $ | 425 | | | $ | 425 | | |
|
| |
| | | |
| | | |
|
Supplemental Disclosure of Non-cash Financing Activities: | |
| | | |
| | | |
| Remeasurement of ClassA ordinary shares subject to possible redemption | | $ | 234,224 | | | $ | 947,345 | | |
| Equity contribution from Non-Redemption Agreements | | $ | 223,138 | | | $ | 451,322 | | |
*The accompanying notes are an integral
part of the financial statements.*
F-6
CROWN PROPTECH ACQUISITIONS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
Note 1Organization and Business Operations
Organization and General
Crown PropTech Acquisitions (the Company or Crown) was incorporated in the Cayman Islands on September24, 2020. The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar Business Combination with one or more businesses (a Business Combination). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of December 31, 2025, the Company had not yet commenced any operations. All activity through December 31, 2025, relates to the Companys formation and the Initial Public Offering (IPO) described below, and since the closing of the IPO, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.
The Companys sponsors are Crown PropTech Sponsor, LLC (Crown PropTech Sponsor), a Delaware limited liability company and CIIG Management III LLC (CIIG), a Delaware limited liability company, (each, a Sponsor and together, the Sponsors).
Change in Management
On February 15, 2024, Gavin Cuneo notified the Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.
Michael Minnick, the Companys Chief Executive Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr. Cuneos resignation. Mr. Minnick has served as the Companys Co-Chief Executive Officer since January 2023.
Notice of Delisting
On February 12, 2024, the New York Stock Exchange (the NYSE) determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the LCM) because the Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years. As such, the NYSE had determined to commence proceedings to delist from the NYSE the Companys Class A ordinary shares and Units.
Trading of the Companys securities was suspended on February 12, 2024. The NYSE applied to the SEC to delist the Companys securities upon completion of all applicable procedures. The Company did not appeal the staffs determination and, accordingly, the Companys securities were delisted from the NYSE.
Trust Account
Following the closing of the IPO on February11, 2021, an amount of $276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (Trust Account) which is invested in U.S. government securities, within the meaning set forth in Section2(a)(16) of the Investment Company Act of 1940 (the Investment Company Act), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a)the completion of the Companys initial Business Combination, (b)the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Companys amended and restated certificate of incorporation, and (c)the redemption of the Companys public shares if the Company is unable to complete the initial Business Combination, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders.
As discussed below, the Companys shareholders have agreed to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 and on March 9, 2026 the Companys shareholders extended the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027.
F-7
Initial Business Combination
The Companys management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.
The CompanysBusiness Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination.
The Companywill provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i)in connection with a shareholder meeting called to approve the initial Business Combination or (ii)by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any).
The ClassA ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.
The Company has until March 11, 2027 to consummate a Business Combination (the Combination Period). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.
The Companys Sponsors, officers and directors have agreed to (i)waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii)waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Companys amended and restated certificate of incorporation, and (iii)waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.
In the event of a liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination by March 11, 2027, Crown PropTech Sponsor (but not CIIG) has agreed that it will indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii)the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act). However, the Company has not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and believe that Crown PropTech Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that Crown PropTech Sponsor would be able to satisfy those obligations.
Business Combination Agreement
On July 2, 2025, the Company (SPAC), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of MKAR (as defined below) (Merger Sub), (iii) Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (MKAR, and from and after the Closing, PubCo), and a direct, wholly owned subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (the Selling Shareholder), (iv) Mkango Polska s.p. Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (MKA Poland), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and a direct, wholly owned subsidiary of Selling Shareholder (Mkango ServiceCo), and (vi) MKA Exploration Ltd., a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (MKA BVI, and together with MKAR, MKA Poland and Mkango ServiceCo, the Companies) entered into a business combination agreement (the Business Combination Agreement). Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.
F-8
Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub will be merged with and into SPAC, with SPAC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of PubCo. Concurrently therewith, PubCo will become a publicly traded company, expected to operate under the name Mkango Rare Earths Limited, and its ordinary shares are expected to trade on Nasdaq.
The proposed Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the Transactions) are expected to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions as described in the Business Combination Agreement in the Companys Form 8-K filed with the SEC on July 3, 2025.
Shareholder Meetings
*February 9, 2024*
**
On February9, 2024, the Companys shareholders approved an amendment to amend and restate the Companys Second Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February11, 2024 to August 11, 2024 (the February 2024 Extension Proposal).
Associated with the February 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into the February 2024 Non-Redemption Agreements with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the February 2024 Non-Redeemed Shares) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.
The February 9, 2024 Non-Redemption Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.
In connection with the vote to approve the February 9, 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Companys ClassA ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result,$23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account to redeem such shares. Following the redemptions, there were 2,000,638 ClassA ordinary shares issued and outstanding.
*August 9, 2024*
On August 9, 2024, the Companys shareholders approved an amendment to amend and restate the Companys Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from August11, 2024 to May 11, 2025 (the August 2024 Extension Proposal).
In connection with the vote to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Companys Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, $16,484,256 (approximately $11.09 per share) was withdrawn from the Trust Account (described below) to redeem such shares. Following the redemptions, there were 513,613 Class A ordinary shares issued and outstanding.
Associated with the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the August 2024 Non-Redemption Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the August 2024 Non-Redeemed Shares) in connection with the August 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9, 2024 Extraordinary General Meeting.
The August 2024 Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 ClassB ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 ClassA ordinary shares at the August 9, 2024 Extraordinary General Meeting.
*May 9, 2025*
**
On May 9, 2025, the Companys shareholders approved an amendment to amend and restate the Companys Fourth Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 (the May 2025 Extension Proposal).
In connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Companys ClassA ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result approximately,$0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account (described below) to redeem such shares. Following the redemptions, there were 491,806 ClassA ordinary shares issued and outstanding.
F-9
Associated with the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the May 2025 Non-Redemption Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the May 2025 Non-Redeemed Shares) in connection with the May 9, 2025 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.
The May 2025 Non-Redemption Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.
*March 9, 2026*
**
On March 9, 2026, the Companys shareholders approved an amendment to amend and restate the Companys Fifth Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from March 11, 2025 to March 11, 2027 (the March 2026 Extension Proposal).
In connection with the vote to approve the March 2026 Extension Proposal, shareholders holding an aggregate of 7,984 shares of the Companys ClassA ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, approximately $0.09 million (approximately $11.84 per share) was withdrawn from the Trust Account (described below) to redeem such shares. Following the redemptions, there were 483,822 ClassA ordinary shares issued and outstanding.
In March 2026 the Company and CIIG entered into non-redemption agreements (the March 2026 Non-Redemption Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the March 2026 Non-Redeemed Shares) in connection with the March 9, 2026 Extraordinary General Meeting, CIIG will assign one Class B ordinary share, par value $0.0001 per share for each 40 public shares not redeemed, accruing monthly beginning April 11, 2026 until the completion of the initial Business Combination, held by CIIG to the investors in exchange for such investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
The March 2026 Non-Redemption Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors, accruing monthly beginning April 11, 2026 until the completion of the initial Business Combination, in exchange for such Investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
Liquidity, Capital Resources and Going Concern
As of December 31, 2025, the Company had cash outside the Trust Account of $425 available for working capital needs and working capital deficit of $5,297,042. All remaining cash held in the Trust Account is generally unavailable for the Companys use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem ClassA ordinary shares. As of December 31, 2025, none of the amount in the Trust Account was available to be withdrawn as described above.
Through December 31, 2025, the Companys liquidity needs were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below) and capital contributions from the Sponsors of $1,378,633.
F-10
The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements are issued. Although no formal agreement exists, the Sponsors are committed to extend loans as needed (see Note 5).
Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful.
In connection with the Companys assessment of going concern considerations in accordance with ASC 205-40, Presentation of Financial Statements-Going Concern, management has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial doubt about the Companys ability to continue as a going concern. The Company has until March 11, 2027, or by the end of any extension to the Combination Period, to consummate a Business Combination. These conditions raise substantial doubt about the Companys ability to continue as a going concern for a period of time within one year from the date that the financial statements are issued. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 11, 2027.
Risks and Uncertainties
The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Companys search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.
Recent changes in international trade policies, tariffs and macroeconomic conditions have created and are expected to create global economic consequences. The specific impact on the Companys financial condition, results of operations, cash flows and completion of a Business Combination is not determinable as of the date of these financial statements.
On July 4, 2025, President Trump signed into law theOneBigBeautifulBillAct(OBBBA). ASC 740, Income Taxes, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Companys financial statements.
F-11
Note 2 Significant Accounting Policies
Basis of Presentation
The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the SEC.
Segment Reporting
The Company complies with ASC Topic 280, Segment Reporting, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company adopted ASC Topic 280 on January 1, 2025. The amendments will be applied retrospectively to all prior periods presented in the financial statements (see Note 10).
Emerging Growth Company Status
The Company is an emerging growth company, as defined in Section2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of these financial statements in conformity with USGAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $425 of cash and no cash equivalents as of December 31, 2025 and 2024.
Investments Held in Trust Account
As of December 31, 2025 and 2024, the Trust Account had $5,788,250 and $5,804,083, respectively, held in marketable securities. Such securities are presented on the balance sheets at fair value at the end of the reporting period. Dividends earned on these securities are included in trust dividend income in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. During the year ended December 31, 2025, the Company withdrew $250,057, of principal and dividend income from the Trust Account in connection with redemptions. During the year ended December 31, 2024, the Company withdrew $40,209,102, of principal and interest income from the Trust Account in connection with redemptions.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of$250,000. At December 31, 2025 and 2024, the Company has not experienced losses on this account.
F-12
ClassA Ordinary Shares Subject to Possible Redemption
The Company accounts for its ClassA ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 Distinguishing Liabilities from Equity. ClassA ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders equity. The Companys ClassA ordinary shares feature certain redemption rights that are considered to be outside of the Companys control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2025 and 2024, 491,806 and 513,613, respectively, shares of ClassA ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheets.
As of December 31, 2025 and 2024, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:
| | | Shares | | | Amount | | |
| Ordinary shares subject to possible redemption, December 31, 2023 | | | 4,196,485 | | | $ | 45,065,840 | | |
| Less: | | | | | | | | | |
| Redemption | | | (3,682,872 | ) | | | (40,209,102 | ) | |
| Plus: | | | | | | | | | |
| Remeasurement of carrying value to redemption value | | | | | | | 947,345 | | |
| Ordinary shares subject to possible redemption, December 31, 2024 | | | 513,613 | | | | 5,804,083 | | |
| Less: | | | | | | | | | |
| Redemption | | | (21,807 | ) | | | (250,057 | ) | |
| Plus: | | | | | | | | | |
| Remeasurement of carrying value to redemption value | | | | | | | 234,224 | | |
| Ordinary shares subject to possible redemption, December 31, 2025 | | | 491,806 | | | $ | 5,788,250 | | |
Net Loss per Ordinary Shares
The Company has two classes of shares, which are referred to as redeemable ClassA ordinary shares and non-redeemable ClassB ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. Private and public warrants to purchase 14,213,333 ClassA ordinary shares at $11.50 per share were issued on February11, 2021. No warrants were exercised during the years ended December 31, 2025 or 2024. The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i)IPO, (ii) exercise of over-allotment, and (iii)Private Placement since the exercise of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.
| | | For the Years Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| | | Redeemable Class A | | | Non- redeemable Class B | | | Redeemable Class A | | | Non- redeemable Class B | | |
| Basic and diluted net loss per share | | | | | | | | | | | | | |
| Numerator: | | | | | | | | | | | | | |
| Allocation of net loss | | $ | (203,412 | ) | | $ | (2,810,159 | ) | | $ | (39,683 | ) | | $ | (164,775 | ) | |
| Denominator | | | | | | | | | | | | | | | | | |
| Weighted-average shares outstanding | | | 499,453 | | | | 6,900,000 | | | | 1,661,751 | | | | 6,900,000 | | |
| Basic and diluted net loss per share | | $ | (0.41 | ) | | $ | (0.41 | ) | | $ | (0.02 | ) | | $ | (0.02 | ) | |
Share Based Compensation
The Company complies with ASC 718 CompensationStock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value. The acquired shares vested upon granting of the shares. The Founder Shares owned by the director (1)may not be sold or transferred, until one year after the consummation of a Business Combination, (2)are not entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless.
F-13
Fair Value of Financial Instruments
The fair value of the Companys assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (FASB) ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheets.
Derivative Warrant Liabilities
The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its IPO (9,200,000) and Private Placement (5,013,333) as derivative warrant liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Companys statements of operations.
Working Capital Loans Option
On November30, 2021, Richard Chera, the Companys former Chief Executive Officer and director agreed to loan the Company up to $1,500,000 to be used for a portion of the expenses of the Company (Working Capital Loan). At December31, 2022, at the option of Richard Chera, the outstanding principal of $666,000 may be converted into that number of warrants equal to the outstanding principal of the note divided by $1.50 (444,000warrants). The option (Working Capital Loan Option) to convert the Working Capital Loan into warrants qualified as an embedded derivative under ASC 815 and was required to be reported at fair value. On May31,2023, Richard Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants. At December 31, 2025 and 2024, the Working Capital Loan Option no longer existed. In accordance with ASC Topic 470, Liabilities the Company has determined the waiver of the right to convert is a debt modification. Given the warrants had no significant value at the time of the debt modification, there is no effect on the Companys financial statements for the debt modification.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Companys tax provision was zero for the period presented.
Recent Accounting Standards
In December 2023 FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which amends ASC 740, Income Taxes, to improve the transparency and decision usefulness of income tax disclosures for all entities subject to income taxes for the fiscal years beginning after December 31, 2024. The Company evaluated requirements for the new standard and determined that it is not applicable as it is not subject to income taxation.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements.
F-14
Non-Redemption Agreements
In February 2024, the Company and CIIG entered into Non-Redemption Agreements with Non-Redeeming Investors. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 464,414 ClassB ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 1,857,655 ClassA ordinary shares at the February 2024 Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 464,414 ClassA ordinary shares upon conversion of the ClassB ordinary shares in connection with the consummation of an initial Business Combination. The aggregate fair value of the 464,414 ClassB ordinary shares attributable to the Non-Redeeming Investors amounted to $375,981 or $0.81 per share.
Beginning on August 8, 2024, and continuing until the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into Non-Redemption Agreements with the Non-Redeeming Investors. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 ClassB ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 ClassA ordinary shares at the August 9, 2024 Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 ClassA ordinary shares upon conversion of the ClassB ordinary shares in connection with the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $75,341 or $0.65 per share.
Beginning on May 6, 2025, and continuing until the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into Non-Redemption Agreements with the Non-Redeeming Investors. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 ClassB ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 ClassA ordinary shares at the May 9, 2025 Extraordinary General Meeting. Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 ClassA ordinary shares upon conversion of the ClassB ordinary shares in connection with the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $223,138 or $1.94 per share.
Each Non-Redeeming Investor acquired from the Sponsors an indirect economic interest in the Founder Shares. The value of the Non-Redemption Agreements is reported as a component of shareholders deficit. The excess of the fair value of the Founder Shares was determined to be non-redemption agreement expense in accordance with SAB Topic 5T.
Note 3 Initial Public Offering
Pursuantto the IPO, the Company sold 27,600,000 Units, at a price of $10.00 per Unit. Each Unit consists of one ClassA ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (Public Warrant). Each whole Public Warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share.
Note 4 Private Placement Warrants
Simultaneouslywith the closing of the IPO, Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the Anchor Investor) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $1.50 per warrant ($7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one ClassA ordinary share at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.
Note 5 Related Party Transactions
Founder Shares
On October13, 2020, the Company issued 5,750,000 ClassB ordinary shares to Crown PropTech Sponsor for an aggregate purchase price of $25,000 (the Founder Shares). On February9, 2021, the Company effected a dividend of 0.2 of a ClassB ordinary share for each ClassB ordinary share, resulting in 6,900,000 ClassB ordinary shares being issued and outstanding.
On February11, 2021, Crown PropTech Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $2,500. In February 2021, Crown PropTech Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Companys independent directors and two independent advisors. Immediately after transferring shares to the Anchor Investors, directors and advisors, Crown PropTech Sponsor owned 5,960,000 Founder Shares.
On January17, 2023, CIIG entered into the Assignment Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby the Crown PropTech Sponsor sold, transferred and assigned 5,662,000 ClassB ordinary shares of the Company and 250,667 private placement warrants to purchase ClassA ordinary shares of the Company to CIIG. Total consideration paid by CIIG for the class B ordinary shares and private placement warrants was $21,717.
F-15
CrownPropTechSponsor, CIIG and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i)one year after the completion of a Business Combination or (ii)the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150days after a Business Combination, the Founder Shares will be released from the lockup.
Working Capital Loans
Inorder to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Companys directors and officers may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants.
On November30, 2021, the Company entered into a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant to which Mr.Chera agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the Convertible Note). The Convertible Note was non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii)the date on which the Company consummates a Business Combination. If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Convertible Note; however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate the Business Combination. Up to $1,500,000 of the Convertible Note may be converted into warrants at a price of $1.50 per warrant at the option of Mr.Chera (the Conversion Right). The warrants would be identical to the Private Placement Warrants.
OnMay31, 2023, the Convertible Note was amended and restated (the A&R Note) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of: (i)February11, 2024; (ii) the date on which the Company consummates a Business Combination; or (iii)the effective date of a liquidation of the Company. Additionally, due to a waiver by Mr.Chera, the A&R Note no longer provides for the Conversion Right.
On March 28, 2025, the A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of: (i) February 11, 2026; (ii) the date on which the Company consummates a Business Combination; or (iii) the effective date of a liquidation of the Company.
As of December 31, 2025, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $1,108,724. Of these funds, $403,509 is reported as due to related parties on the balance sheets. These borrowings are non-interest bearing. The remaining $705,215 is reported on the statements of changes in shareholders deficit as a capital contribution from Sponsor.
Borrowing under the A&R Note and the advances from CIIG are reported on the balance sheets as due to related parties. At December 31, 2025 and 2024, the Company reported $1,592,586 and $1,189,077, respectively, on the balance sheets.
On June 2, 2025, MKAR agreed to issue and sell a convertible promissory note to an affiliate of the Companys Chairman (the Investor) in connection with the Proposed Business Combination with a principal amount of $500,000(the BCA Note), as described in the Note Purchase Agreement in the Companys Form 8-K filed with the SEC on June 3, 2025.
The Companys CEO and an affiliated entity of the CEO, entered into a letter agreement (the Letter Agreement) with the Investor. The Letter Agreement includes a put option buyout by the Companys CEO and/or an affiliated entity of the CEO in the event if for any reason whatsoever Investor is entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant to the terms of the BCA Note), and such payment was not timely made by MKAR.
Note 6 Commitments& Contingencies
Registration Rights
The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
F-16
Financial Advisor Service Agreement
On June 1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business Combination with MKAR Limited, Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK Limited.
The Company has agreed to pay Jett Capital as follows:
*Work Fee*
A work fee of $100,000 upon the execution of the agreement. As of the filing of this Form 10-K, this work fee has not been paid.
| i. | In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are $15.0 million, or less, Jett Capital shall receive a cash transaction fee equal to $2.5 million with $500,000 of the cash transaction fee paid at close of the Business Combination, and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination. | |
| ii. | In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are greater than $15.0 million, but less than $25.0 million, Jett Capital shall receive a cash transaction fee equal to $2.5 million with the cash transaction fee paid at close of the Business Combination equal to 50% of every dollar in proceeds (net of offering fees) above $15.0 million paid in cash up to a total of $2.5 million and any remaining balance owed on the $2.5 million cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination. | |
| iii. | In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to or greater than $25.0 million, but less than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million with $2.5 million of the cash transaction fee paid at close of the Business Combination. and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination. | |
| iv. | In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to greater than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million at close of the Business Combination. | |
*Offering Fee; Business Combination PIPE*
Upon the Company closing an equity or equity-linked offering following the close of the Business Combination, Jett Capital shall be a Joint Placement Agent in the equity or equity-linked Offering and receive 50% of a cash fee equal to six percent (6.0%) of the total offering size payable at offering close from immediately available funds.
*Offering Fee; Debt Offering*
Upon the Company closing a debt offering following the close of the proposed Business Combination, Jett Capital shall be a Joint Placement Agent in the debt offering and receive 50% of a cash fee equal to three percent (3.0%) of the total Offering size payable at offering close from immediately available funds.
Note 7 Shareholders Deficit
*PreferenceShares *The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. As of December 31, 2025 and 2024, there were no preference shares issued or outstanding.
*ClassA Ordinary Shares*The Company is authorized to issue a total of 200,000,000 ClassA ordinary shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were no shares issued and outstanding (excluding 491,806 and 513,613 shares subject to possible redemption, respectively).
*ClassB Ordinary Shares*The Company is authorized to issue a total of 20,000,000 ClassB ordinary shares at par value of $0.0001 each. At December 31, 2025 and 2024, there were 6,900,000 ClassB ordinary shares issued or outstanding.
Holdersof ClassA ordinary shares and ClassB ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law; provided that only holders of ClassB ordinary shares have the right to vote on the appointment of directors prior to the Companys initial Business Combination.
TheClassBordinary shares will automatically convert into ClassA ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional ClassA ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of ClassA ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of ClassA ordinary shares outstanding after such conversion (after giving effect to any redemptions of ClassA ordinary shares by public shareholders), including the total number of ClassA ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any ClassA ordinary shares or equity-linked securities exercisable for or convertible into ClassA ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
F-17
Note 8 Warrants
PublicWarrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the IPO. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
TheCompany will not be obligated to deliver any ClassA ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the ClassA ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Companys Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the ClassA ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the ClassA ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Once the warrants become exercisable, the Company may redeem the Public Warrants for redemption:
| | in whole and not in part; | |
| | at a price of $0.01 per warrant; | |
| | upon not less than 30 days prior written notice of redemption; | |
| | to each warrant holder; and | |
| | if, and only if, the reported closing price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders. | |
If andwhen the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a cashless basis, as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Companys assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
F-18
In addition, if (x)the Company issues additional ClassA ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ClassA ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z)the volume weighted average trading price of the ClassA ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the Market Value) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The PrivatePlacement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x)the Private Placement Warrants and the ClassA ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y)the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z)the Private Placement Warrants and the ClassA ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Note 9 Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| | Level1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; | |
| | Level2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
| | Level3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
*Recurring Fair Value Measurements*
The Companys permitted investments consist of U.S. Money Market funds. Fair values of these investments are determined by Level1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.
The Companys warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. At December 31, 2025 and 2024, there was insufficient trading activity for the Public Warrants to be classified as Level 1 and was classified as Level 2.
The Companys management has determined the Private Warrants are economically equivalent to the Public Warrants. As such, the valuation of the Private Warrants is based on the valuation of the Public Warrants. The fair value of the Private Warrant liability is classified within Level2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.
F-19
The following table presents fair value information of the Companys financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| December 31, 2025 | | Level1 | | | Level2 | | | Level3 | | |
| Description | | | | | | | | | | |
| Assets: | | | | | | | | | | |
| Investments held in Trust Account | | $ | 5,788,250 | | | $ | | | | $ | | | |
| | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | |
| Public Warrants | | $ | | | | $ | | | | $ | | | |
| Private Warrants | | | | | | | | | | | | | |
| Fair Value of warrants | | $ | | | | $ | | | | $ | | | |
| December 31, 2024 | | Level1 | | | Level2 | | | Level3 | | |
| Description | | | | | | | | | | |
| Assets: | | | | | | | | | | |
| Investments held in Trust Account | | $ | 5,804,083 | | | $ | | | | $ | | | |
| | | | | | | | | | | | | | |
| Liabilities: | | | | | | | | | | | | | |
| Public Warrants | | $ | | | | $ | 9 | | | $ | | | |
| Private Warrants | | | | | | | 5 | | | | | | |
| Fair Value of warrants | | $ | | | | $ | 14 | | | $ | | | |
Note 10 Segment Information
ASC Topic 280,Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker (CODM), or group, in deciding how to allocate resources and assess performance.
The Companys CODM has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| | | December31, | | | December31, | | |
| | | 2025 | | | 2024 | | |
| Cash | | $ | 425 | | | $ | 425 | | |
| Investments held in Trust Account | | $ | 5,788,250 | | | $ | 5,804,083 | | |
| Total assets | | $ | 5,789,667 | | | $ | 5,806,102 | | |
| | | For the YearsEnded December 31, | | |
| | | 2025 | | | 2024 | | |
| Operating costs | | $ | (3,024,671 | ) | | $ | (700,481 | ) | |
| Trust dividend income | | $ | 234,224 | | | $ | 947,345 | | |
| Net loss | | $ | (3,013,571 | ) | | $ | (204,458 | ) | |
The CODM reviews Trust dividend income to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
F-20
Operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating costs, are the significant segment expenses provided to the CODM on a regular basis.
Note 11 Subsequent Events
TheCompany evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
Amendment No. 1 to Business Combination Agreement
**
On February 13, 2026, SPAC and MKAR entered into Amendment No. 1 to the Business Combination Agreement (Amendment No. 1). Amendment No. 1, among other things, amends the pre-closing internal corporate reorganization to establish the ownership structure so that MKAR will own the assets and operations associated with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland and extends the Outside Date from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the U.S. Securities and Exchange Commission (the SEC) has not declared the Proxy/Registration Statement effective by August 14, 2026.
Amended and Restated Promissory Note
On February 10, 2026, the Second A&R Note was amended to replace February 11, 2026 with December 31, 2026 (the Third A&R Note). In connection with the execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional CPTK Class B Ordinary Shares to an unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which SPAC consummates a business combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III LLC.
In connection with the previously disclosed $750,000 Note Purchase Agreement (the NPA) entered into with MKAR on June 3, 2025, CIIG Management III LLC, in its capacity as the F-4 Note Investor, funded the remaining $250,000 in connection with the confidential submission of the Form F-4 in exchange for MKARs issuance of a convertible promissory note on February 13, 2026.
Shareholder Meeting
On March 9, 2026, the Companys shareholders approved an amendment to amend and restate the Companys Fifth Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027 (the March 2025 Extension Proposal).
In connection with the vote to approve the March 2026 Extension Proposal, shareholders holding an aggregate of 7,984 shares of the Companys ClassA ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, approximately$0.09 million (approximately $11.84 per share) was withdrawn from the Trust Account to redeem such shares. Following the redemptions, there were 483,822 ClassA ordinary shares issued and outstanding
Associated with the March 9, 2026 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the March 2026 Non-Redemption Agreements) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the March 2026 Non-Redeemed Shares) in connection with the March 9, 2026 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such March 2026 Non-Redeemed Shares through the March 9, 2026 Extraordinary General Meeting. The Company and CIIG entered into non-redemption agreements in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 461,146 Class A Ordinary Shares.
The March 2026 Non-Redemption Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG that will accrue on a monthly basis beginning on April 11, 2026 to the investors until the completion of an initial Business Combination in exchange for such Investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.
F-21
(b) Exhibits.
| Exhibit Number | | Description of Document | |
| | | | |
| 2.1 | | Business Combination Agreement, dated as of July 2, 2025, by and among CPTK, Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O., MKA Exploration Limited, Mkango ServiceCo UK Limited and Mkango (Cayman) Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 3, 2025 (file no. 001-40017). | |
| | | | |
| 2.2 | | Amendment No. 1 to Business Combination Agreement, dated as of February 13, 2026, by and among CPTK, Mkango Rare Earths Limited (formerly Lancaster Exploration Limited) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on February 17, 2026 (file no. 001-40017). | |
| | | | |
| 3.2 | | Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 12, 2024 (file no. 001-40017)). | |
| | | | |
| 3.3 | | Fourth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 13, 2024 (file no. 001-40017)). | |
| | | | |
| 3.4 | | Fifth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 9, 2025 (file no. 001-40017)). | |
| | | | |
| 3.5 | | Sixth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 10, 2026 (file no. 001-40017)). | |
| | | | |
| 4.1 | | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed January21, 2021 (file no. 333-252307)). | |
| | | | |
| 4.2 | | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed January21, 2021 (file no. 333-252307)). | |
| | | | |
| 4.3 | | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed January21, 2021 (file no. 333-252307)). | |
| | | | |
| 4.4 | | Warrant Agreement, dated February8, 2021, between Continental Stock Transfer& Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed February11, 2021, (file no. 001-40017)). | |
| | | | |
| 4.5* | | Description of Securities | |
| | | | |
| 4.6 | | Form of Warrant Assignment and Assumption ((incorporated by reference to Exhibit B to Exhibit 2.1 to the Current Report on Form 8-K filed on July 3, 2025 (file no. 001-40017)). | |
| | | | |
| 10.1 | | Amended & Restated Promissory Note, dated March 28, 2025, issued by the registrant to Richard Chera (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed March 31, 2025 (fileno. 001-40017)). | |
| | | | |
| 10.2 | | Securities Purchase Agreement between CPTK and CPTKs sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed January21, 2021 (file no. 333-252307)). | |
| | | | |
| 10.3 | | Private Placement Warrants Purchase Agreement, dated as February8, 2021, between CPTK and CPTKs sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February11, 2021, (file no. 001-40017)). | |
| | | | |
| 10.4 | | Investment Management Trust Agreement between CPTK and Continental Stock Transfer& Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February11, 2021, (file no. 001-40017)). | |
| | | | |
| 10.5 | | Registration Rights Agreement, dated February8, 2021, among CPTK, CPTKs sponsor and certain equity holders of CPTK (incorporated by reference to Exhibit 10.3 to the Current Report on Form8-K filed February11, 2021, (file no. 001-40017)). | |
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| 10.6 | | Letter Agreement, dated February8, 2021, between CPTK and CPTKs sponsor, officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed February11, 2021, (file no. 001-40017)). | |
| | | | |
| 10.7 | | Form of Administrative Services Agreement (incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form S-1 filed on January21, 2021 (file No.333-252307)). | |
| | | | |
| 10.8 | | Letter Agreement, dated January17, 2023, by and between Crown PropTech Acquisitions and Crown PropTech Sponsor (incorporated by reference to Exhibit 10.8 to the Registration Annual Report on Form 10-K for the year ended December 31, 2023 filed on September 12, 2025 (file no. 001-40017). | |
| | | | |
| 10.9 | | Shareholder Support Agreement, dated July 2, 2025, by and among CPTK, Mkango Resources Ltd., Lancaster Exploration Limited, Mkango ServiceCo UK Limited and MKA Exploration Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 3, 2025 (file no. 001-40017). | |
| | | | |
| 10.10 | | Sponsor Support Agreement, dated as of July 2, 2025, by and among CPTK, CIIG Management III LLC, the investor parties thereto, Lancaster Exploration Limited, Mkango Polska s.p. Z.o.o., Mkango ServiceCo UK Limited and MKA Exploration Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 3, 2025 (file no. 001-40017). | |
| | | | |
| 10.11 | | Amended and Restated Promissory Note, dated January 17, 2023, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed June 2, 2023 (file No.001-40017)). | |
| | | | |
| 10.12 | | Letter Agreement, dated January17, 2023, by and among Crown PropTech Sponsor, LLC, Richard Chera and CIIG Management III LLC (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed January17, 2023 (file no. 001-40017)). | |
| | | | |
| 10.13 | | Form of Non-Redemption Agreement and Assignment of Economic Interest (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February1, 2023 (fileno.001-40017)). | |
| | | | |
| 10.14 | | Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the February 2024 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 6, 2024 (SEC file no. 001-40017)). | |
| | | | |
| 10.15 | | Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the August 2024 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 6, 2024 (SEC file no. 001-40017)). | |
| | | | |
| 10.16 | | Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the May 2025 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 8, 2025 (SEC file no. 001-40017)). | |
| | | | |
| 10.17 | | Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the March 2026 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 6, 2026 (SEC file no. 001-40017)). | |
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| 10.18 | | Amended and Restated Promissory Note, dated March 28, 2025, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed October 21, 2025 (file No.001-40017)) | |
| | | | |
| 10.19 | | Third Amended and Restated Promissory Note, dated February 10, 2026, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed February 17, 2026 (file No.001-40017)) | |
| | | | |
| 31.1* | | Certification of Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) Pursuant to Rules13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002. | |
| | | | |
| 32.1** | | Certification of Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002. | |
| | | | |
| 97.1 | | Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2023 filed September 11, 2025 (file no. 001-40017) | |
| | | | |
| 101.INS | | Inline XBRL Instance Document | |
| | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | |
| | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| | | |
| 101.DRF | | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| | | |
| 104 | | Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibits 101). | |
| | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. | |
| * | Filed herewith. | |
| ** | These certifications are furnished to the SEC pursuant to Section906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. | |
Item16. Form 10-K Summary
Not applicable.
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SIGNATURES
Pursuant to the requirements
of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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CROWN PROPTECH ACQUISITIONS | |
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Date: March 31, 2026 |
By: |
/s/ Michael Minnick | |
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Name: |
Michael Minnick | |
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Title: |
Chief Executive Officer | |
Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
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Signature |
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Title |
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Date | |
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/s/ Michael Minnick |
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Chief Executive Officer |
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March 31, 2026 | |
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Michael Minnick |
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(Principal Executive Officer, Principal Financial and
Accounting Officer) |
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/s/ Richard Chera |
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Director (Chairman) |
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March 31, 2026 | |
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Richard Chera |
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/s/ Lisa Holladay |
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Director |
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March 31, 2026 | |
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Lisa Holladay |
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/s/ Stephen Siegel |
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Director |
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March 31, 2026 | |
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Stephen Siegel |
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/s/ Christopher Rogers |
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Director |
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March 31, 2026 | |
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Christopher Rogers |
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