What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-09-12 compared with 2023-05-02 · 60 added, 31 removed, 3 unchanged (97% of the section changed)

Market for Registrant’s 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 February 11, 2021.

Beginning on March 30, 2021, holders of our Units could elect to separately trade the shares of Class A ordinary shares and public warrants contained in the Units or continue to trade the Units without separating them.

On such date, the shares of Class A 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 Class A ordinary shares at a price of $11.50 per half share, subject to adjustment as described in our final prospectus dated February 8, 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 Class A ordinary shares and will become exercisable 30 days after the completion of our initial business combination.

Our warrants expire five years after the completion of our initial business combination or earlier upon redemption or liquidation as described elsewhere in this Annual Report on Form 10-K.

On November 18, 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 Section 802.01D 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 NYSE’s website.

Trading in the public warrants was immediately suspended on November 18, 2022.

On December 7, 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 December 19, 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.

As of March 31, 2023, there was one holder of record of our Units, one holder of our separately traded shares of Class A ordinary shares and one holder of our public warrants.

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

Performance Graph

Not applicable

Recent Sales of Unregistered Securities;

Units issued in the Initial Public Offering began trading on the NYSE under the symbol “CPTK.U” on February 11, 2021.

Beginning on March 30, 2021, holders of our Units could elect to separately trade the shares of Class A ordinary shares and

public warrants contained in the Units or continue to trade the Units without separating them.

On such date, the shares of Class A

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 Class A ordinary shares at a price of $11.50 per half share,

subject to adjustment as described in our final prospectus dated February 8, 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 Class A ordinary shares and will become exercisable

30 days after the completion of our initial business combination.

Our warrants expire five years after the completion of our

initial business combination or earlier upon redemption or liquidation as described elsewhere in this Annual Report on Form 10-K.

On November 18, 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 Section 802.01D 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 NYSE’s website.

Trading in the public warrants was immediately suspended

on November 18, 2022.

On December 7, 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 December 19, 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.

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 Company’s Class A ordinary shares and Units.

of the Company’s securities was suspended on February 12, 2024.

The NYSE applied to the SEC to delist the Company’s securities

upon completion of all applicable procedures.

The Company did not appeal the staff’s determination and, accordingly, the Company’s

securities were delisted from the NYSE.

of August 28, 2025, there was one holder of record of our Units, one holder of record of our Class A ordinary shares, 15 holders

of record of our Class B ordinary shares, and 10 holders of record of our warrants.

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.

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities;

Use of Proceeds from Registered Offerings

Unregistered Sales

On January 17, 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 Class A ordinary shares of the Company to CIIG for an aggregate purchase price of $21,717.21.Our Class B common stock will automatically convert into shares of Class A common stock, 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 Section 4(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 $42,730,488.52 as of February 9, 2023, after payment of an aggregate redemption amount of approximately $238,305,063.72 as a result of the approval of the Extension Proposal.

There has been no material change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No.

January 17, 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 Class A ordinary shares of the Company to CIIG

for an aggregate purchase price of $21,717.21.Our Class B common stock will automatically convert into shares of Class A common

stock, on a one-for-one basis, upon the completion of a business combination.

sale of the Founder Shares and the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of

the Securities Act.

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

The amount of funds available for a business combination is approximately $5,711,347.15 as of August 28, 2025, after payment

of an aggregate redemption amount of approximately $250,056.66 as a result of the approval on May 9, 2025 of the Extension Proposal.

has been no change in the planned use of proceeds from such use as described in the Company’s final prospectus (File No.

252307), dated February 8, 2021, and filed with the SEC pursuant to Rule 424 under the Securities Act on February 10,

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

of Equity Securities by the Issuer and Affiliated Purchasers

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity