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Item 7. Management’s Discussion and Analysis

2025-09-12 compared with 2023-05-02 · 712 added, 151 removed, 17 unchanged (98% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto which are included in “Item 8.

Consolidated Financial Statements and Supplementary Data” of this Report.

following discussion and analysis of the Company’s 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.

We are a blank check company incorporated as a Cayman Islands exempted company on September 24, 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 February 8, 2021.

On February 11, 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 Class A 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 $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive of approximately $9.66 million 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 $7.5 million.

Upon the closing of the IPO and the Private Placement, approximately $276.0 million ($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 Section 2(a)(16) of the Investment Company Act of 1940 (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.

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.

are a blank check company incorporated as a Cayman Islands exempted company on September 24, 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”).

registration statement for our initial public offering (the “IPO”) became effective on February 8, 2021.

On February 11,

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 Class A 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 $276.0 million, and incurring offering

costs of approximately $15.8 million, inclusive of approximately $9.66 million 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 $7.5 million.

the closing of the IPO and the Private Placement, approximately $276.0 million ($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 Section 2(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

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.

On February 9, 2023, our shareholders approved an amendment to amend and restate our Amended and Restated Memorandum and Articles of Association to extend the date by which we must consummate an initial Business Combination from February 11, 2023 to February 11, 2024.

If we have not completed a business combination within 36 months from the closing of the IPO, or February 11, 2024 (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.

On August 12, 2022, Dr.

Pius Sprenger informed the Board of his decision to resign as Chief Financial Officer and member of the board of directors of the Company (the “Board”), effective immediately.

Richard Chera, the Company’s then Chief Executive Officer assumed the duties as the principal financial officer.

In addition, on August 12, 2022, Dr.

Martin Enderle informed the Board of his decision to resign as a member of the Board and chair of the audit committee of the Board (the “Audit Committee”), effective immediately.

Concurrently with Dr.

Enderle’s resignation, Frits van Paasschen, a member of the Board and of the Audit Committee, assumed the role of chair of the Audit Committee.

On January 17, 2023, Richard Chera informed the Company of his decision to resign as Chief Executive Officer (“CEO”), and principal financial and accounting officer of the Company, effective immediately.

Chera’s resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.

Chera shall continue to serve as a director of the Company.

On January 17, 2023, the board of directors of the Company appointed Mr.

(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

January 17, 2023, Richard Chera informed the Company of his decision to resign as Chief Executive Officer (“CEO”) and

principal financial and accounting officer of the Company, effective immediately.

Chera’s resignation was voluntary and

not the result of any disagreement with the operations, policies or practices of the Company.

Chera shall continue to serve

as a director of the Company.

January 17, 2023, the Board of Directors of the Company (the “Board”) appointed Mr.

Gavin Cuneo and Mr.

Michael Minnick as co-CEOs of the Company, effective immediately.

Additionally, in connection with this appointment, each of Mr.

Minnick as co-CEOs of the Company, effective immediately.

Additionally,

in connection with this appointment, each of Mr.

Cuneo and Mr.

Minnick entered into an Indemnity Agreement and a Letter Agreement with the Company on the same terms as the Indemnity

Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s IPO.

In addition, CIIG (as defined below), entered into the Letter Agreement.

Minnick entered into an Indemnity Agreement and a Letter Agreement

with the Company on the same terms as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the

Company at the time of the Company’s IPO.

In addition, CIIG Management III LLC (“CIIG”) entered into the Letter Agreement.

CIIG also entered into that certain joinder agreement to the Registration Rights Agreement as described in further detail below.

On January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A 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 (the “Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO.

Termination of the Proposed Brivo Transaction

On November 10, 2021, we entered into a business combination agreement (the “BCA” or the “Business Combination Agreement”), by and among (i) the Company, (ii) Crown PropTech Merger Sub I Corp, a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Crown (“Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo” and all the parties to the Business Combination Agreement, the “Parties to the Business Combination Agreement”) (the “Business Combination”).

The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including, but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below).

In connection with the signing of the Business Combination Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors (the “PIPE Investors”).

Pursuant to the terms of the Subscription Agreements, each PIPE Investor had the right to terminate its Subscription Agreement after July 9, 2022, if the closing of the Business Combination had not occurred as of such date or at any date and time as the Business Combination Agreement is validly terminated.

Golub Capital LLC and its affiliates (such entity, together with its affiliates, “Golub”), a PIPE Investor, subscribed for PIPE Notes with an aggregate principal amount of $68 million.

On July 11, 2022, we received a notice of election from Golub, notifying us that Golub has elected to terminate Golub’s Subscription Agreement because the Business Combination was not consummated by July 9, 2022.

On August 10, 2022 we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Business Combination.

As a result of such election, the Business Combination was immediately terminated.

In addition, the rest of the Subscription Agreements were automatically terminated.

Following a confidential settlement arrangement (the “Settlement Arrangement”), we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

On January 13, 2023, the Company formally withdrew its Form S-4 Registration Statement from the SEC associated with the BCA.

Settlement of Payables

In December 2022 and January 2023, the Company settled $7,008,070 due to vendors.

In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, that 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.

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.

January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown

PropTech Sponsor, LLC (“Crown PropTech Sponsor”), CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred

and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A 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 (the “Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement

entered into by Crown PropTech Sponsor in connection with the Company’s IPO.

As a result of the above transaction CIIG became a

co-sponsor to Crown (and together with Crown PropTech Sponsor, the “Sponsors”).

connection with the above transaction, Crown PropTech Sponsor entered into a letter agreement dated as of January 17, 2023, whereby

Crown PropTech Sponsor is no longer entitled to receive any payments under the administrative services agreement and the Company is no

longer required to pay any such payments.

As of the date of this Annual Report, the Company has not made any payments pursuant to the

administrative agreement and does not expect to incur any related expenses in the near future.

May 5, 2023, Frits van Paasschen, a member of the Board, chair of the Audit Committee of the Board, chair of the Nominating and

Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, notified the Board of his resignation

from the Board, effective upon the acceptance by the Board, which the Board accepted on May 8, 2023.

van Paasschen’s

resignation was voluntary and not the result of any disagreement with the operations, policies or practices of the Company.

May 8, 2023, the Board elected Chris Rogers as a member of the Board, chair of the Audit Committee of the Board, a member of the

Nominating and Corporate Governance Committee of the Board, and a member of the Compensation Committee of the Board, effective immediately.

February 15, 2024, Gavin Cuneo notified the Company of his decision to resign as the co-chief executive officer of the Company, effective

Cuneo also served as the Company’s principal financial and accounting officer and resigned from such positions

Cuneo’s decision to resign was not the result of any dispute or disagreement with the Company or any matter relating

to the Company’s operations, policies or practices.

Minnick, the Company’s Chief Executive Officer, assumed the role of principal financial and accounting officer of the Company effective

Cuneo’s resignation.

Minnick has served as the Company’s Co-Chief Executive Officer since January 2023.

Extraordinary

General Meetings

on January 31, 2023, and continuing until the Company’s February 9, 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 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 4,000,000 Class A ordinary 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 Class A ordinary shares upon conversion of the Class B

ordinary shares in connection with the consummation of an initial Business Combination.

February 9, 2023, the Company’s shareholders approved an amendment to amend and restate the Company’s Amended and Restated

Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11,

2023 to February 11, 2024 (the “2023 Extension Proposal”).

connection with the vote to approve the 2023 Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s

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, $238,305,063 (approximately $10.18 per share) was withdrawn from the Trust Account (described below)

to redeem such shares.

Following the redemptions, there were 4,196,485 Class A ordinary shares issued and outstanding.

February 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Second Amended

and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination

from February 11, 2024 to August 11, 2024 (the “February 2024 Extension Proposal”).

connection with the vote to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the

Company’s 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, $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 Class A ordinary shares issued and outstanding.

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.

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, the Company’s shareholders approved an amendment to amend and restate the Company’s Third Amended and Restated

Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from August 11,

2024 to May 11, 2025 (the “August 2024 Extension Proposal”).

connection with the vote to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the

Company’s 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

to redeem such shares.

Following the redemptions, there were 513,613 Class A ordinary shares issued and outstanding.

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.

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, the Company’s shareholders approved an amendment to amend and restate the Company’s 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”).

connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s

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 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 Class A ordinary shares issued and outstanding.

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.

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.

April 18, 2023, the Company received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is

not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report

on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

NYSE informed the Company that, under NYSE rules, the Company would have six months from April 17, 2023 to file the Form 10-K with the

The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-K.

May 2, 2023, the Company filed its Form 10-K with the SEC and regained compliance with the NYSE.

May 23, 2023, the Company, received a notice from the NYSE indicating that the Company is not in compliance with Section 802.01E

of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter

ended March 31, 2023 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).

NYSE informed the Company that, under NYSE rules, the Company would have six months from May 22, 2023 to file the Form 10-Q with

The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

June 2, 2023, the Company filed its Form 10-Q for the quarter ended March 31, 2023 with the SEC and regained compliance with the NYSE.

November 21, 2023, the Company, received a notice from the NYSE indicating that the Company is not in compliance with Section 802.01E

of the NYSE Listed Company Manual as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September

30, 2023 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”).

NYSE informed the Company that, under NYSE rules, the Company would have six months from November 20, 2023 to file the Form 10-Q with

The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

the Company fails to file the Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension

of up to six additional months for the Company to regain compliance, depending on the specific circumstances.

The notice from the NYSE

also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

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.

we have not completed a business combination by March 11, 2026 (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,

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.

of the Proposed Brivo Transaction

November 10, 2021, we entered into a business combination agreement (the “Brivo BCA” or the “Brivo Business Combination

Agreement”), by and among (i) the Company, (ii) Crown PropTech Merger Sub I Corp, a Delaware corporation and wholly owned

direct subsidiary of Crown (“Merger Sub I”), (iii) Crown PropTech Merger Sub II LLC, a Delaware limited liability company

and a wholly owned subsidiary of Crown (“Merger Sub II”, and together with Merger Sub I the “Merger Subs”) and

(iv) Brivo, Inc., a Nevada corporation (“Brivo” and all the parties to the Brivo Business Combination Agreement, the

“Parties to the Brivo Business Combination Agreement”) (the “Brivo Business Combination”).

The obligation of

Brivo to consummate the Brivo Business Combination was subject to certain closing conditions, including, but not limited to, the aggregate

cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE Notes (as defined below).

connection with the signing of the Brivo Business Combination Agreement, we entered into subscription agreements (the “Subscription

Agreements”) with certain investors (the “PIPE Investors”).

Pursuant to the terms of the Subscription Agreements, each

PIPE Investor had the right to terminate its Subscription Agreement after July 9, 2022, if the closing of the Brivo Business Combination

had not occurred as of such date or at any date and time as the Brivo Business Combination Agreement is validly terminated.

Capital LLC and its affiliates (together with its affiliates, “Golub”), a PIPE Investor, subscribed for PIPE Notes with an

aggregate principal amount of $68 million.

On July 11, 2022, we received a notice of election from Golub, notifying us that

Golub has elected to terminate Golub’s Subscription Agreement because the Brivo Business Combination had not been consummated by

July 9, 2022.

August 10, 2022, we received a notice of election from Brivo, notifying us that Brivo has elected to terminate the Brivo Business

As a result of such election, the Brivo Business Combination was immediately terminated.

In addition, the rest of the Subscription

Agreements were automatically terminated.

a confidential settlement arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business

January 13, 2023, the Company formally withdrew its Form S-4 Registration Statement from the SEC associated with the Brivo BCA.

Business Combination

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 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”).

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

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.

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.

Combination Agreement

Split and Conversion of Securities

to the terms of the Business Combination Agreement, in connection with and immediately prior to the effective time of the Merger, Lancaster

will effect a share split under which each ordinary share of Lancaster (“Lancaster Share”) that is issued and outstanding

will be split into a number of PubCo Ordinary Shares determined by multiplying such Lancaster Share by the Exchange Ratio.

each outstanding ordinary share of SPAC will be canceled in exchange for the right to receive one PubCo Ordinary Share, and each outstanding

SPAC warrant will become exercisable for one PubCo Ordinary Share on the same terms and conditions.

promptly as reasonably practicable after the date of the Business Combination Agreement, the parties will prepare and file with the SEC

a registration statement on Form F-4 (the “Registration Statement”), which will include a prospectus with respect to PubCo’s

securities to be issued in connection with the Business Combination Agreement and a proxy statement to be distributed to SPAC’s

public shareholders in connection with SPAC’s solicitation of proxies for the vote by SPAC’s shareholders with respect to

the proposed business combination and other matters to be described in the Registration Statement.

Representations

and Warranties

Business Combination Agreement contains customary representations and warranties of the parties, in each case relating to, among other

things, their ability to enter into the Business Combination Agreement and their outstanding capitalization.

The representations and

warranties will not survive the Closing, and the Business Combination Agreement does not provide for indemnification with respect to

any of the representations and warranties of the parties thereto.

Business Combination Agreement contains customary covenants of the parties, including, among others, covenants requiring (i) the parties

to conduct their respective businesses in the ordinary course through the Closing Date, (ii) the parties not to solicit, initiate, submit,

facilitate, discuss or negotiate with third parties regarding alternative transactions and comply with certain related restrictions,

(iii) the parties to prepare, and PubCo to file, the Registration Statement with the SEC and (iv) SPAC and the Companies using commercially

reasonable efforts to execute financing agreements raising $25.75 million or more in aggregate gross proceeds prior to or at the Closing.

Business Combination Agreement provides that, immediately following the Closing, the board of directors of PubCo (i) will consist of

one (1) director designated in writing by SPAC, reasonably acceptable to Lancaster and qualifying as an independent director, and up

to six (6) other directors designated in writing by Lancaster, after consultation with SPAC, and (ii) will be divided into three (3)

classes of directors with staggered terms.

The management team of PubCo immediately following the Closing will consist solely of Lancaster’s

current management team.

Conditions to Closing

Closing will occur within three (3) business days following the satisfaction or waiver of all of the closing conditions, or at such other

time or in such other manner as agreed upon by SPAC and the Companies in writing.

obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver of the following closing conditions:

of the SPAC Shareholders’ Approval, the Selling Shareholder’s Approval and the

Merger Sub Shareholder’s Approval shall have been obtained;

Registration Statement having become effective under the Securities Act;

initial listing application with Nasdaq will have been conditionally approved and, immediately

following the Closing, PubCo will satisfy any applicable listing requirements of Nasdaq;

governmental authority will have enacted, issued, promulgated, enforced, or entered any law

or governmental order that makes the Closing illegal or otherwise prevents the Closing;

gross amount of cash available in SPAC’s Trust Account following redemptions of SPAC

public shares, less certain transaction expense amounts and plus the aggregate gross amount

of Permitted Financing proceeds that have been (or will be) funded, will be not less than

$5.0 million;

corporate actions, including a reorganization of the Companies, having been completed, and

of any required regulatory approvals (including of the TSX Venture Exchange (“TSX-V”)),

customary closing conditions set forth in the Business Combination Agreement.

Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the effective time of the

Merger, as follows:

mutual written consent of SPAC and Lancaster;

either Lancaster or SPAC if the Closing has not occurred by March 11, 2026 (and no material

breach of the Business Combination Agreement by the party seeking to terminate primarily

caused or resulted in the failure of the Transactions to be consummated by such time);

either Lancaster or SPAC if any governmental authority has enacted, issued, promulgated,

enforced, or entered any governmental order which has become final and nonappealable and

has the effect of making consummation of the Transactions illegal or otherwise preventing

or prohibiting consummation of the Transactions;

either the Lancaster or SPAC if the SPAC shareholders do not approve the Transactions;

SPAC if the Selling Shareholder does not approve the Transactions;

SPAC if the Companies fail to deliver either of the Technical Report Summary or Lancaster’s

2024 and 2023 audited financial statements on or before August 31, 2025;

(i) any Company or any of their subsidiaries enters into bankruptcy, receivership,

administration, restructuring, corporate rescue or other similar proceedings or (ii) a liquidator,

administrator, restructuring officer, or similar person is appointed on behalf of a Company;

either the Companies or SPAC upon a material breach of any representation, warranty, covenant,

or agreement on the part of the other in the Business Combination Agreement or in any other

agreements relating to the Transactions and such breach is not cured within thirty (30) days

following receipt of a written notice of such breach;

written notice from Lancaster to SPAC if the closing of a convertible note transaction between

Lancaster and CIIG Management III LLC, a Delaware limited liability company and an existing

sponsor of SPAC (“CIIG III”), which is conditioned on the public filing of the

Registration Statement, is not consummated in accordance with the terms of the convertible

the Business Combination Agreement is terminated, the Business Combination Agreement will become void and have no effect, without any

liability on the part of any party thereto or its respective affiliates, officers, directors, or shareholders, other than liability of

the Companies or SPAC, as the case may be, for fraud or for any willful and material breach of the Business Combination Agreement occurring

prior to such termination.

Support Agreement

with the execution and delivery of the Business Combination Agreement, the Selling Shareholder, SPAC, and the Companies entered into

a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, and subject

to the terms and conditions set forth therein, the Selling Shareholder agreed to, among other things:

all shares in the Companies held directly or indirectly by the Selling Shareholder in favor

of the Business Combination Agreement, the Transactions, and any related actions, and against

any other transaction or proposal intended, or that would reasonably be expected, to prevent,

impede, interfere with, delay, postpone or adversely affect the Transactions in any material

respect or result in the failure to satisfy any closing condition set forth in the Business

Combination Agreement;

all actions reasonably necessary to consummate the Transactions;

transfer any shares in any Company held directly or indirectly by the Selling Shareholder,

subject to certain exceptions.

Selling Shareholder also agreed not to commence, join in, facilitate, assist, or encourage any claim against SPAC, Merger Sub, PubCo,

the Companies, or any of their respective successors or directors challenging the validity of, or seeking to enjoin the operation of,

any provision of the Shareholder Support Agreement or alleging a breach of any fiduciary duty in connection with the evaluation, negotiation,

or entry into the Business Combination Agreement or any other agreement in connection with the Transactions.

Shareholder Support Agreement shall terminate upon the earliest to occur of (a) the Expiration Time (as defined in the Shareholder Support

Agreement) and (b) the mutual written agreement of SPAC, the Companies, and the Selling Shareholder.

Support Agreement

III, the Companies, SPAC, and certain investors in SPAC named therein have executed a Sponsor Support Agreement (the “Sponsor Support

Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, CIIG III and certain

other investors in SPAC have agreed to:

all of their shares of SPAC’s Founder Shares in favor of the Business Combination Agreement,

the Transactions, and any related actions, and against any other transaction or proposal

that would reasonably be expected, to impede, interfere with, materially delay, postpone

or adversely affect the Transactions in any material respect or result in the failure to

satisfy any closing conditions set forth in the Business Combination Agreement;

all actions reasonably necessary to consummate the Transactions, and

transfer or redeem any shares of SPAC’s Founder Shares or SPAC warrants held by them

prior to Closing, subject to certain exceptions.

III also agreed to waive certain rights under SPAC’s organizational documents related to the adjustment of the Initial Conversion

Ratio (as defined in the Sponsor Support Agreement) in connection with the Transactions.

Additionally, CIIG III committed to not demand

redemption of its Founder Shares or commence any claims against SPAC or the Companies related to the negotiation or execution of the

Business Combination Agreement.

portion of the PubCo Ordinary Shares issued to CIIG III with respect to the SPAC Founder Shares held by CIIG III may be placed into escrow

at Closing based on the amount of Available Gross SPAC Cash (as defined in the Business Combination Agreement).

Such shares are subject

to release upon achieving certain share price thresholds during the Sponsor Earnout Period (as defined in the Sponsor Support Agreement).

In the event of a change of control during the Sponsor Earnout Period, the vesting requirements will be deemed satisfied, and any remaining

CIIG III escrow shares will be released.

Sponsor Support Agreement shall automatically terminate upon the earliest of the valid termination of the Business Combination Agreement

or mutual written agreement of the parties, provided that such termination does not relieve liability for pre-termination breaches.

Rights and Lock-Up Agreement

connection and concurrently with the Closing, PubCo, CIIG III, Crown PropTech Sponsor, LLC (together with CIIG III, the “Sponsors”),

SPAC, and certain shareholders of the SPAC and the Company (such SPAC and Company shareholders, together with the Sponsors, the “Holders”)

will enter into a Registration Rights and Lock-Up Agreement substantially in the form attached as Exhibit A to the Business Combination

Agreement (the “Registration Rights and Lock-Up Agreement”).

Pursuant to the terms of the Registration Rights and Lock-Up

Agreement, PubCo will grant the Holders certain registration rights with respect to their securities.

upon the Closing, PubCo will file a registration statement with the SEC within 15 business days to register the resale of all Holders’

Registrable Securities on a continuous basis and will use its reasonable best efforts to have the Registration Statement declared effective

as soon as reasonably practicable.

Holders will also be entitled to customary demand and piggyback registration rights, subject to certain

Registration Rights and Lock-Up Agreement also imposes transfer restrictions on 80% of each Holder’s securities (the “Lock-Up

Shares”) during the Lock-Up Period (as defined below), subject to certain adjustments.

The “Lock-Up Period” is defined

as the following:

and SPAC shareholders:

released three months after the Closing Date.

released six months after the Closing Date.

released nine months after the Closing Date.

shareholders:

released twelve months after the Closing Date.

released eighteen months after the Closing Date.

released twenty-four months after the Closing Date.

to the lock-up include transfers to immediate family members, affiliates, or entities controlled by the Holder, among other specified

permitted transferees (provided these transferees agree to be bound by the same lock-up restrictions).

Assumption and Amendment Agreement

connection and concurrently with the Closing, PubCo, SPAC, and Continental Stock Transfer & Trust Company (the “Warrant Agent”)

will enter into an assignment, assumption and amendment agreement to the existing warrant agreement, dated February 8, 2021, between

SPAC and Warrant Agent to provide holders of the SPAC’s warrants with warrants to purchase Pubco ordinary shares.

Advisor Service Agreement

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 Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK

Company has agreed to pay Jett Capital as follows:

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.

Business Combination

the Company closing a Business Combination, Jett Capital shall receive a cash transaction fee payable as follows:

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

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.

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.

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

Business Combination PIPE

any offering, or combination of offerings that provide incremental gross proceeds beyond the Trust Account of the Company to Mkango at

close of the Business Combination (the “Business Combination PIPE” or the “PIPE”), Jett Capital shall be a Joint-Placement

Agent in this PIPE with Cohen & Company Capital Markets (“CCM”), each collecting fifty percent (50.0%) of a cash fee

equal to four and a half percent (4.5%) of the gross proceeds raised in the PIPE.

Equity Offering

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.

Debt Offering

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.

the years ended December 31, 2023 and 2022, the Company settled payables of $759,643, and $6,472,941, respectively, due to vendors and

related parties.

In addition, in December 2022, the underwriters agreed to waive their right to receive the deferred underwriting discount

of $0.35 per Unit, or $9,660,000 in the aggregate, that 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.

For the year ended December 31, 2022 in relation to the

waiver of the deferred underwriting discount, the Company recognized other income of $479,780 for offering costs related to warrant issuance

and an increase in additional paid-in capital of $9,180,220.

2023 settlement of payables of $339,107 with related parties is in relation to the Administrative Services Agreement.

As this is with

a related party, the Company recognized $339,107 in the statement of changes in shareholders’ deficit for the settlement of these

The remaining $420,536 was recognized as a gain in the statement of operations.

of Operations and Known Trends or Future Events

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, 2022, we had a net income of $14,797,454.

We incurred $4,242,071 of operating costs consisting mostly of legal fees.

We negotiated settlements of payables for $6,472,941, had income on our trust account for $3,985,204, a change in fair value of warrant liability of $8,101,600 and a recovery of offering costs allocated to warrants of $479,780.

For the year ended December 31, 2021, we had a net income of $6,689,555.

We incurred $5,580,262 of formation and operating costs consisting mostly of general and administrative expenses, generated income on our trust account for $13,345, expensed a portion of the offering costs associated with the Initial Public Offering in the amount of $819,794 based on a relative fair value basis and had a change in fair value of warrant liability of $13,076,266.

Liquidity, Capital Resources and Going Concern

On February 11, 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.

We generate non-operating

income in the form of dividend income on investments 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.

the year ended December 31, 2023, we had net income of $523,546.

We generated income in our

trust account for $3,372,354 and settled payables of $420,536 partially offset by $2,112,830

in operating costs, $1,156,500 in non-redemption agreement expense and $14

from a change in the fair value of the warrant liabilities.

the year ended December 31, 2022, we had a net income of $14,797,454.

We incurred $4,242,071 of operating costs consisting mostly

of legal fees.

We negotiated settlements of payables for $6,472,941, had income on our trust account for $3,985,204, a change in fair

value of warrant liability of $8,101,600 and a recovery of offering costs allocated to warrants of $479,780.

Capital Resources and Going Concern

February 11, 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.

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

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

For the year ended December 31, 2022, cash used in operating activities was $498,316, resulting primarily from the net income of $14,797,454 which was impacted by unrealized gain on change in fair value of warrant liabilities of $8,101,600, trust dividend income of $3,985,204, settlement of payable for $6,472,941 and a recovery of offering costs allocated to warrants for $479,780 offset by changes in operating assets and liabilities of $3,743,755 of cash from operating activities.

Cash provided from financing activities include borrowings under the Convertible Note of $216,000 and capital contributions from Crown PropTech Sponsor of $347,721.

For the year ended December 31, 2021, cash used in operating activities was $2,104,209, resulting primarily from the net income of $6,689,555 which was impacted by unrealized gain on change in fair value of warrant liabilities of $13,076,266 and trust dividend income of $13,345 and offset by offering costs allocated to warrants of $819,794, and changes in operating assets and liabilities provided $3,476,053 of cash from operating activities.

As of December 31, 2022 and 2021, we had cash outside the trust account of $80,212 and $14,807 available for working capital needs and working capital deficits of $1,512,654 and $4,091,246, 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.

the year ended December 31, 2023, cash used in operating activities was $917,716, resulting from the net income of $523,546 which was

impacted by unrealized loss on change in fair value of warrant liabilities of $14, settlement of payables of $420,536, non-redemption agreement expense

associated with the non-redemption agreements of $1,156,500, trust dividend income of $3,372,354 and changes in operating assets and

liabilities of $1,195,114.

the year ended December 31, 2023, we withdrew $238,305,063 from the trust account generating $238,305,063 in cash provided by investing

We used $237,466,907 in cash for financing activities with $238,305,063 paid for the redemptions of ordinary shares partially

offset by $249,419 in borrowings from related parties, equity contribution from the previous sponsor in connection with the Securities

Assignment Agreement of $263,040, and capital contributions from Sponsors of $325,697.

the year ended December 31, 2022, cash used in operating activities was $498,316, resulting primarily from the net income of $14,797,454

which was impacted by unrealized gain on change in fair value of warrant liabilities of $8,101,600, trust dividend income of $3,985,204,

settlement of payable for $6,472,941 and a recovery of offering costs allocated to warrants for $479,780 offset by changes in operating

assets and liabilities of $3,743,755 of cash from operating activities.

Cash provided from financing activities include borrowings under

the Convertible Note of $216,000 and capital contributions from Crown PropTech Sponsor of $347,721.

of December 31, 2023 and 2022, we had cash outside the trust account of $652 and $80,212 available for working capital needs and working

capital deficits of $2,277,105 and $1,512,655, 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, 2023 and 2022, none of the amount in the trust account was available to be withdrawn as described above.

Through December 31, 2022, 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 a capital contribution from Crown PropTech Sponsor of $347,721 in 2022.

On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

December 31, 2023, 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 $673,418.

November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant

Chera agreed to loan us up to an aggregate principal amount of $1,500,000 (the “Convertible Note”).

The Convertible Note is 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.

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.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2022, the outstanding balance under the Convertible Note amounted to an aggregate of $666,000.

We have incurred and expect to continue to incur significant costs in pursuit of our financing and acquisition plans.

We lack the financial resources we need to sustain operations for a reasonable period of time, which is considered to be one year for the issuance date of the financial statements.

Although no formal agreement exists, our sponsors are committed to extend loans as needed.

Accordingly, we may not be able to obtain additional financing.

If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing overhead expenses.

We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all, or that our plans to consummate an initial business combination will be successful.

In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have determined that the mandatory liquidation and subsequent dissolution, should we be unable to complete a business combination, raises substantial doubt about our ability to continue as a going concern.

We have until February 2024 (as extended), or the end of any extension to the Combination Period, to consummate a business combination.

If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.

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.

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 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.

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:

(ii) the date on which the Company consummates a Business Combination;

or (iii) the effective date of a liquidation of the

Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

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

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.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a 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 Company’s ability to continue

as a going concern.

The Company has until March 11, 2026, or by the end of any extension to the Combination Period, to consummate a Business

These conditions raise substantial doubt about the Company’s 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, 2026.

and Contingencies

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.

On November 10, 2021 (but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor, Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights Agreement.

As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.

Underwriting Agreement

On February 11, 2021, we paid a fixed underwriting discount of $0.20 per Unit, or $5,520,000 in the aggregate.

Additionally, a deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

Advisory Service Agreements

We may enlist various entities as capital market advisors to assist in the identification and consummation of an initial business combination.

On November 10, 2021 (but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination,

New Brivo, Crown PropTech Sponsor, Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered

into the Amended and Restated Registration Rights Agreement.

As part of the termination of the Business Combination, the Restated Registration

Rights Agreement was automatically terminated.

deferred underwriting discount of $0.35 per Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held

in the Trust Account solely in the event that we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount and as a result,

the Company de-recognized the related deferred underwriting discount.

The Company considers the deferred underwriting discount an offering

Offering costs are charged to shareholders’ equity or statement of operations based on the relative value of the Public Warrants

to the proceeds received from the Units sold upon the completion of the IPO.

Upon the waiver of the deferred underwriting discount, a

portion of the deferred underwriting discount was recorded to the statement of operations and to shareholders’ equity.

year ended December 31, 2022, in relation to the waiver of the deferred underwriting discount, the Company recognized other income of

$479,780 for offering costs related to warrant issuance and an increase in additional paid-in capital of $9,180,220.

Service Agreements

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.

During the fourth quarter of 2022 these contracts with the advisors have been terminated and no amounts were paid or due under the contracts.

Administrative Support Agreement

We previously entered into an administrative agreement to pay Crown PropTech Sponsoror an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support Payments”).

Pursuant to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are no longer required to pay any such payments.

As of December 31, 2022, we have not made any payments pursuant to the administrative agreement and do not expect to incur any related expenses in the near future.

Attorney Fees

We incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of December 31, 2022, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

Convertible Note

On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

the fourth quarter of 2022, these contracts with the advisors have been terminated and no amounts were paid or due under the contracts.

discussed above, on June 1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business

Combination with Lancaster Exploration Limited, 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

Administrative

Support Agreement

previously entered into an administrative agreement to pay Crown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per

month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative

Support Payments”).

Pursuant to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative

Support Payments and we are no longer required to pay any such payments.

As of December 31, 2023, we have not made any payments pursuant

to the administrative agreement and do not expect to incur any related expenses in the near future.

As the waiver of the Administrative

Support Payments is with a related party, the Company recognized $339,107 in the statement of changes in shareholders’ deficit

for the settlement of these transactions.

incurred legal fees in connection with the proposed Brivo Business Combination, none of which were payable until consummation of the

proposed Brivo Business Combination.

As of December 31, 2023, we fully paid a settled amount in legal fees associated with the Brivo

Business Combination.

November 30, 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.

See “ Liquidity and Capital Resources .”

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 Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with U.S.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our financial statements.

On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses.

We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 Company’s control) are classified as temporary equity.

At all other times, Class A ordinary shares are classified as stockholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022 and 2021, 27,600,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Net Loss per Ordinary Shares

We have two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares.

On May 31, 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

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities other than described above.

Accounting Policies and Estimates

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 identified

the following as our critical accounting policies and estimates:

Value of Working Capital Loan Option

December 31, 2022, we utilized an internal model to determine the fair value of the Working Capital Loan Option using observable and

unobservable assumptions about future values of the Company’s warrants.

Significant variations in these assumptions could have

a material impact to the financial statements.

On May 31, 2023, Richard Chera agreed to waive the right to convert the amounts due

under the Working Capital Loan into warrants.

At December 31, 2023, the Working Capital Loan Option no longer existed.

Ordinary Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480

“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) 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 Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to

be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2023

and 2022, 4,196,485 and 27,600,000, respectively, shares of Class A ordinary shares subject to possible redemption are presented

at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

Income per Ordinary Shares

Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary

Earnings and losses are shared pro rata between the two classes of shares.

The 14,213,333 potential ordinary shares for outstanding warrants to purchase our shares were excluded from diluted earnings per share for the year ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented.

Anchor Investors

The Company complies with SAB Topic 5.A to account for the valuation of the Founder Shares acquired by the Anchor Investors.

The Founder Shares purchased by the Anchor Investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A.

As such, upon sale of 690,000 Founder Shares to the Anchor Investors the valuation of these shares was recognized as a deferred offering cost and charged to temporary equity and other expenses.

At February 11, 2021, the fair value of the Founder Shares to the Anchor Investors in excess of the amount paid was $795,825.

Recent Accounting Pronouncements

See Note 2 to the financial statements required by Item 15 of this Annual Report on Form 10-K.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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 consolidated 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 auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (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 auditor’s 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 officer’s 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.

Private and public warrants to purchase 14,213,333

Class A ordinary shares at $11.50 per share were issued on February 11, 2021.

No warrants were exercised during the year ended

December 31, 2023 and 2022.

The calculation of diluted income 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 income per ordinary share is the same as basic

net income per ordinary share for the periods.

Value of Financial Instruments

fair value of the Company’s 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.

Warrant Liabilities

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

Non-Redemption

Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 1,500,000 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 4,000,000

Class A ordinary 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 Class A ordinary shares upon conversion of the Class B ordinary shares

in connection with the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of the 1,500,000

Class B ordinary shares attributable to the Non-Redeeming Investors to be $1,156,500 or $0.77 per share.

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.

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.

variations in these assumptions could have a material impact to the financial statements.

Accounting Pronouncements

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07),

which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses

among other disclosure requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management believes the adoption

of ASU 2023-07 does not have a material impact on its financial statements and disclosures.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires

disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among

other disclosure requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Sheet Arrangements

of December 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

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.

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.

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 auditor’s attestation report on our system of internal controls

over financial reporting pursuant to Section 404, (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 auditor’s 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 officer’s

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.

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.

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.

Financial Statements and Supplementary Data

This information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

information appears following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 7. Management’s Discussion and Analysis