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Item 1. Financial Statements

2025-10-21 compared with 2025-03-31 · 1055 added, 914 removed, 270 unchanged (88% of the section changed)

1 unchanged sentence

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED BALANCE SHEETS

September 30,

CONDENSED BALANCE SHEETS

Current assets:

2 unchanged sentences

Investments held in Trust account

$ 280,118,377

Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit

2 unchanged sentences

Due to related party

Working Capital Loans - related party

Promissory note

Total current liabilities

1 unchanged sentence

Total liabilities

Class A ordinary shares subject to possible redemption, 4,196,485 and 27,600,000 shares at redemption value as of September 30, 2023 and December 31, 2022, respectively

Class A ordinary shares subject to possible redemption, 2,000,638 and 4,196,485 shares at a redemption value of $ 10.88 and $ 10.74 as of March 31, 2024 and December 31, 2023, respectively

Shareholders’ deficit:

1 unchanged sentence

1,000,000 shares authorized;

none issued and outstanding

none issued or outstanding

Class A ordinary shares, $ 0.0001 par value;

200,000,000 shares authorized;

no shares issued or outstanding, excluding 4,196,485 and 27,600,000 shares subject to possible redemption as of September 30, 2023 and December 31, 2022, respectively

no shares issued or outstanding, excluding 2,000,638 and 4,196,485 shares subject to possible redemption as of March 31, 2024 and December 31, 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

8 unchanged sentences

( 2,277,119 )

Total liabilities, redeemable shares and shareholders’ deficit

$ 280,118,377

The accompanying notes are an integral

part of these unaudited consolidated condensed financial statements.

Total liabilities, class A ordinary shares subject to possible redemption, and shareholders’ deficit

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS

OF OPERATIONS

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

September 30,

Nine Months Ended

September 30,

Operating costs

1 unchanged sentence

( 1,176,769 )

( 4,011,281 )

Other income (expense):

Other income:

Trust dividend income

Non-redemption agreement expense

( 1,156,500 )

Change in fair value of warrant liabilities

( 1,421,333 )

Settlement of payables

Total other income, net

$ ( 333,546 )

$ ( 2,014,519 )

Weighted average redeemable shares outstanding

Basic and diluted net income per redeemable share

Basic and diluted net loss per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net income per non-redeemable ordinary share

The accompanying notes are an integral

part of these unaudited consolidated condensed financial statements.

Basic and diluted net loss per non-redeemable ordinary share

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS

OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2023

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Ordinary Shares

3 unchanged sentences

$ ( 2,277,119 )

Capital contribution from Sponsors

Remeasurement of ordinary shares subject to redemption value

( 1,701,319 )

Non-redemption agreements (see Note 2)

( 1,156,500 )

Capital contribution from non-redemption agreements

CIIG Securities Assignment Agreement (see Note 2)

( 2,837,593 )

Excess value of CIIG Securities Assignment Agreement

Balance as of March 31, 2023

( 12,998,477 )

( 3,461,846 )

Capital contribution from Sponsor

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2023

( 12,649,985 )

( 2,795,657 )

Remeasurement of ordinary shares subject to redemption value

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 14,648,625 )

$ ( 2,659,669 )

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 30, 2022

FOR THE THREE MONTHS ENDED MARCH 31, 2023 (RESTATED)

Ordinary Shares

3 unchanged sentences

$ ( 1,512,655 )

Remeasurement of ordinary shares subject to redemption value

Balance as of March 31, 2022

( 18,519,573 )

( 18,518,883 )

Capital contribution from Sponsors

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2022

( 1,701,319 )

Capital contribution from Sponsor

Remeasurement of ordinary shares subject to redemption value

Equity contribution from Non-Redemption Agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

( 2,014,519 )

Balance as of September 30, 2022

Balance as of March 31, 2023

( 14,757,124 )

( 3,461,846 )

The accompanying notes are an integral

part of these unaudited consolidated condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONSOLIDATED CONDENSED STATEMENTS

OF CASH FLOWS

Nine Months Ended

September 30,

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

Change in fair value of warrant liabilities

$ ( 333,546 )

Trust dividend income

$ ( 2,014,519 )

Adjustments to reconcile net loss to net cash used in operating activities:

Change in fair value of warrant liabilities

Non-redemption agreement expense

Trust dividend income

( 1,701,319 )

2 unchanged sentences

Prepaid expenses

Due to related party

Accounts payable and accrued expenses

Net cash used in by operating activities

Net cash used in operating activities

Cash Flows from Investing Activities:

3 unchanged sentences

Capital contribution from Sponsors

Proceeds from Working Capital Loans - related party

Borrowings under the promissory note

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Proceeds from promissory note to related party

1 unchanged sentence

( 23,724,846 )

Net cash (used in) provided by financing activities

( 238,305,063 )

Net cash used in financing activities

( 23,553,846 )

( 237,899,023 )

Net Change in Cash

2 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Remeasurement of Class A ordinary shares subject to possible redemption

The accompanying notes are an integral

part of these unaudited consolidated condensed financial statements.

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

NOTES TO UNAUDITED CONSOLIDATED CONDENSED

FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business

9 unchanged sentences

to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2023, the

Company had not yet commenced any operations.

All activity through September 30, 2023, relates to the Company’s formation and

the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial

Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds

derived from the IPO.

Change in Management, Sponsor and

Board of Directors

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 (the “Board”) appointed Mr.

As of March 31, 2024, the Company had not yet

commenced any operations.

All activity through March 31, 2024, relates to the Company’s formation and the Initial Public Offering

(“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Company will generate non-operating income in the form of dividend income on cash and cash equivalents from the proceeds derived from

The Company’s sponsors are Crown PropTech

Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company and CIIG Management III LLC (“CIIG”),

a Delaware limited liability company, (each, a “Sponsor” and together, the “Sponsors”).

Change in Management, Sponsor and Board of

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.

On 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.

Michael Minnick as co-CEOs of the Company, effective

Additionally, in connection with this appointment,

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.

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

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, 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.

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, 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

In connection with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter

1 unchanged sentence

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”).

In 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 Quarterly 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.

On 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.

On 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.

On February 15, 2024, Gavin Cuneo notified

the Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.

Cuneo also served as

the Company’s principal financial and accounting officer and resigned from such positions as well.

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.

Michael Minnick, the Company’s

Chief Executive Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr.

As a result of the above transaction CIIG became a co-sponsor to Crown.

In connection with the above transaction, Crown

PropTech Sponsor entered into a letter agreement dated 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.

Additionally,

Crown PropTech Sponsor waived their right to receive $ 339,107 related to the administrative services agreement.

On February 15, 2024, Gavin Cuneo notified the

Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.

Michael Minnick, the Company’s Chief Executive

Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr.

Cuneo’s resignation.

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

Extraordinary General Meetings

Beginning 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.

On 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”).

In 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.

On 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”).

In 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).

result, $ 23,724,846 (approximately $ 10.80 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions, there were 2,000,638 Class A ordinary shares issued and outstanding.

Associated with the February 9, 2024

Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024 Non-Redemption Agreements”)

with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class

A ordinary shares of the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary

General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation

of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary

General Meeting.

The February 2024 Non-Redemption Agreements

provide for the assignment of up to 464,414 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange

for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.

On 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”).

In 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).

result, $ 16,484,256 (approximately $ 11.09 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

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

Associated with the August 9, 2024

Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “August 2024 Non-Redemption Agreements”)

with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class

A ordinary shares of the Company (the “August 2024 Non-Redeemed Shares”) in connection with the August 9, 2024 Extraordinary

General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation

of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9, 2024 Extraordinary

General Meeting.

The August 2024 Non-Redemption Agreements

provide for the assignment of 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.

Notice of Delisting

On 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”).

The 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 SEC.

The Company can regain compliance

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

On May 2, 2023, the Company filed its

Form 10-K with the SEC and regained compliance with the NYSE.

On 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”).

The 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 SEC.

The Company can

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

On 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.

On 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”).

The 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 SEC.

The Company can regain

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

If 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.

On February 12, 2024, the New York

Stock Exchange (the “NYSE”) determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE

Listed Company Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i)

the time period specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE had determined to commence

proceedings to delist from the NYSE the Company’s Class A ordinary shares and Units.

Trading of the Company’s securities

was suspended on February 12, 2024.

On February 12, 2024, the New York Stock Exchange

(the “NYSE”) determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company

Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i) the time period

specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE had determined to commence proceedings to

delist from the NYSE the Company’s Class A ordinary shares and Units.

Trading 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

1 unchanged sentence

from the NYSE.

The registration statement for

the Company’s IPO was declared effective on February 9, 2021.

On February 11, 2021, the Company consummated the IPO by

issuing 27,600,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered,

the “public share”), at $ 10.00 per Unit, generating gross proceeds of $ 276,000,000 , which is discussed in Note 3.

Simultaneously with the closing of

the IPO, the Company consummated the sale of 5,013,333 warrants (the “Private Placement Warrant”), at a price of $ 1.50 per

Private Placement Warrant, which is discussed in Note 4.

Trust Account

Following the closing of the IPO on

February 11, 2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private

Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within

the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with

a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in

the Trust Account that may be released to the Company to pay its tax obligations, the proceeds from the IPO and the sale of the private

placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial

Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the

Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if

the Company is unable to complete the initial Business Combination within 36 months from the closing of the IPO (or until February 11,

2024), subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s

creditors, if any, which could have priority over the claims of the Company’s public shareholders.

As discussed above, the Company’s

shareholder have agreed to extend the date by which the Company must consummate an initial Business Combination from February 11,

2023 to May 11, 2025.

Termination of the Proposed Brivo

On November 10, 2021, the Company

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, the Company 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.

GolubCapital 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, the Company received a notice of election from Golub, notifying the Company that Golub has elected

to terminate Golub’s Subscription Agreement because the Business Combination had not been consummated by July 9,2022.

On August 10, 2022, the Company

received a notice of election from Brivo, notifying the Company that Brivo had elected to terminate the Business Combination.

of such election, the Business Combination was immediately terminated.

In addition, the remaining Subscription Agreements were automatically

Following a confidential settlement

arrangement, the Company is 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.

Following the closing of the IPO on February 11,

2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants

was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days

or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the

Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that

may be released to the Company to pay its tax obligations, if any, the proceeds from the IPO and the sale of the private placement units

will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination,

(b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended

and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to

complete the initial Business Combination, subject to applicable law.

The proceeds deposited in the Trust Account could become subject

to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

As discussed in Note 11, the Company’s shareholders

have agreed to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026.

Initial Business Combination

The Company’s management has

broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds

are intended to be generally applied toward consummating a Business Combination.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to

be generally applied toward consummating a Business Combination.

The Company’s Business Combination

6 unchanged sentences

There is no assurance that the Company will be able to successfully effect a Business

The Company will provide its public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a

tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct

a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro

rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the

funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any).

The Class A ordinary shares subject

to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with

Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the

Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior

to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding

shares voted are voted in favor of the Business Combination.

The Company has until May 11,

2025 to consummate a Business Combination (the “Combination Period”).

However, if the Company is unable to complete a Business

Combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the

funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds

held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject

to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsors, officers

and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and

public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect

to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended

and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with

respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within

the Combination Period.

In the event of a liquidation of the

Trust Account upon the failure of the Company to consummate its initial Business Combination by May 11, 2025, Crown PropTech Sponsor

(but not CIIG) has agreed that it will indemnify the Company if and to the extent any claims by a third party for services rendered or

products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the

Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided

that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all

rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the

Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act

of 1933, as amended (the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor to reserve for such

indemnification obligations, nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy

its indemnity obligations and believe that Crown PropTech Sponsor’s only assets are securities of the Company.

Therefore, the Company

cannot assure that Crown PropTech Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources and

Going Concern

As of September 30, 2023, the

Company had cash outside the Trust Account of $ 1,115 available for working capital needs and working capital deficit of $ 2,058,700 .

remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination,

and is restricted for use either in a Business Combination or to redeem Class A ordinary shares.

As of September 30, 2023, none

of the amount in the Trust Account was available to be withdrawn as described above.

Through September 30, 2023, the

Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds

from the IPO, the sale of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below)

and capital contributions from the Sponsors of $ 673,418 .

The Company has incurred and expects

to continue to incur significant costs in pursuit of it financing and acquisition plans.

The Company lacks the financial resources it

needs to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial

statements are issued.

The Company will provide its public shareholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion

of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its tax obligations, if any).

The Class A ordinary shares subject to redemption

are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed

with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation

of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted

in favor of the Business Combination.

The Company has until March 11, 2026 to consummate

a Business Combination (the “Combination Period”).

However, if the Company is unable to complete a Business Combination within

the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the

Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust

account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law

and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsors, officers and directors

have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares

in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder

Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate

of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder

Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

In the event of a liquidation of the Trust Account

upon the failure of the Company to consummate its initial Business Combination by March 11, 2026, Crown PropTech Sponsor (but not CIIG)

has agreed that it will indemnify the Company if and to the extent any claims by a third party for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or

similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such

liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to

the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor to reserve for such indemnification obligations,

nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and

believe that Crown PropTech Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that Crown

PropTech Sponsor would be able to satisfy those obligations.

Proposed Business Combination

On July 2, 2025, (i) the Company (“SPAC”),

(ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly

owned Subsidiary of 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”).

The proposed Merger and the other transactions

contemplated by the Business Combination Agreement (collectively, the “Transactions”) are expected to be consummated after

the required approval by the shareholders of SPAC and the satisfaction of certain other conditions summarized below.

Business Combination Agreement

Registration Statement

As promptly as reasonably practicable after the

date of the Business Combination Agreement, Lancaster 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

The 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.

The 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.

The 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

The 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.

The 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 note.

If 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.

Shareholder Support Agreement

Concurrently 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:

vote 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;

take all actions reasonably necessary to consummate the Transactions;

not 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.

This 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.

Sponsor Support Agreement

CIIG 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:

vote 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;

take all actions reasonably necessary to consummate the Transactions, and

not transfer or redeem any shares of SPAC’s Founder Shares or SPAC warrants held by them prior to Closing, subject to certain exceptions.

CIIG 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.

A 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

This 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.

Registration Rights and Lock-Up Agreement

In 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.

Effective 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 limitations.

The 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:

Sponsors and SPAC shareholders:

● 33 % released three months after the Closing Date.

● 33 % released six months after the Closing Date.

● 34 % released nine months after the Closing Date.

Company shareholders:

● 33 % released twelve months after the Closing Date.

● 33 % released eighteen months after the Closing Date.

● 34 % released twenty-four months after the Closing Date.

Exceptions 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).

Assignment, Assumption and Amendment Agreement

In 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.

Shareholder Meetings

February 9, 2023

On 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”).

Beginning 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.

In 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

On 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”).

Associated with the February 9, 2024 Extraordinary

General Meeting, the Company and CIIG entered into the February 2024 Non-Redemption Agreements with certain investors pursuant to which,

if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “February

2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to

such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they

continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.

The February 9, 2024 Non-Redemption Agreements provide for the assignment

of up to 464,414 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing

to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.

In connection with the vote to approve the February 9, 2024 Extension

Proposal, shareholders holding an aggregate of 2,195,847 shares of the 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 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.

Liquidity, Capital Resources and Going Concern

As of March 31, 2024, the Company had cash outside

the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 2,659,655 .

All remaining cash held in the

Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use

either in a Business Combination or to redeem Class A ordinary shares.

As of March 31, 2024, none of the amount in the Trust Account

was available to be withdrawn as described above.

Through March 31, 2024, the Company’s liquidity

needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale

of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below) and capital contributions

from the Sponsors of $ 673,418 .

The Company has incurred and expects to continue

to incur significant costs in pursuit of it financing and acquisition plans.

The Company lacks the financial resources it needs to sustain

operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements are

Although no formal agreement exists, the Sponsors are committed to extend loans as needed (see Note 6).

Accordingly, the Company may not be

able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures

to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target,

and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to in on commercially acceptable

terms, if at all, or that its plans to consummate an initial Business Combination will be successful.

In connection with the 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 May 11, 2025, or by the end of any extension to the Combination Period, to consummate a Business Combination.

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 May 11, 2025.

Accordingly, the Company may not be able to obtain

additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing

overhead expenses.

The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms,

if at all, or that its plans to consummate an initial Business Combination will be successful.

In connection with the Company’s assessment of going concern

considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined

that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business

Combination, raises substantial doubt about the 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 Combination.

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

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate

after March 11, 2026.

Risks and Uncertainties

The United States and global markets

are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

the recent escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North

Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United

Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related

individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or

other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical

tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest

Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom,

the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting

impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could

lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain

interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global

economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or

any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion

of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely

affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate

an initial Business Combination.

Note 2 — Significant Accounting

The United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the escalation

of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union

and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities,

including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance

to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among

a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting

measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel

and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and

global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,

including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased

cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets

and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on

the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of

conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Company’s

search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business

Recent changes in international trade policies,

tariffs and macroeconomic conditions have created and are expected to create global economic consequences.

The specific impact on the

Company’s financial condition, results of operations, cash flows and completion of a Business Combination is not determinable as

of the date of these financial statements.

Note 2– Restatement of Previously

Issued Financial Statements

On October 13, 2025, the Company’s management,

in consultation with the Audit Committee of the Board of Directors, concluded that the Company’s previously issued interim financial

statements as of and for the periods ended March 31, June 30, and September 30, 2023 (the impacted periods) should be restated to correct

the accounting for the below transactions:

During the three months ended March 31, 2023,

the Company entered into non-redemption agreements with certain investors.

For the 2023 quarterly periods, the Company reported the impact

in the statement of changes in shareholders’ deficit.

In accordance with the 10-K as of December 31, 2023 filed by the Company with

the SEC on September 12, 2025, the Company adjusted the impact of $ 1,156,500 as an expense on the statement of operations.

The transaction was determined to be a transfer

of an existing equity interest between shareholders, coupled with an agreement not to redeem, the appropriate accounting is consistent

with SEC Staff guidance in SAB Topic 5T (“Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”).

conveyed to the investor is a cost of securing financing or corporate actions, borne and funded entirely by the Sponsor, and thus would

be reflected as a capital contribution to the Company, with a corresponding charge to expense in the Company’s books.

No recognition

of a new liability or equity instrument by the Company is warranted, as the Company is not a party to an issuance transaction and is not

contractually bound to deliver shares or cash consideration to the investor.

During the three month period ended March 31,

2023, Crown PropTech Sponsor forgave the Company for administrative fees due Crown PropTech Sponsor.

In March 2023, the Company reported

this amount as a component of total other income, net on the statement of operations.

In accordance with the 10-K as of December 31, 2023

filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $ 339,107 as an equity contribution on the

statement of changes in shareholders’ deficit.

The Crown PropTech Sponsor’s debt forgiveness

was determined to be a capital contribution by a principal stockholder which requires recognition in the Company’s financial statements

as an increase to additional paid-in capital.

This treatment reflects the substance of a stockholder capital contribution consistent with

SAB Topic 5T’s guidance (“Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”).

In connection with a Securities Assignment Agreement

dated January 17, 2023, the Crown PropTech Sponsor agreed to pay all expenses of the company until December 31, 2022.

In March 2023, the

company included these expenses as operating costs.

In accordance with the 10-K as of December 31, 2023 filed by the Company with the

SEC on September 12, 2025, the Company adjusted the impact of $ 263,040 as an equity contribution on the statement of changes in shareholders’

The Securities Assignment Agreement does

not give rise to a recognition or measurement event for the Company under accounting principles generally accepted in the United

States of America (“GAAP”) with the exception of the legacy expenses of the Company that have been paid by Crown PropTech

The legacy expenses paid on the Company’s behalf by a principal stockholder requires recognition in the Company’s

financial statements as a decrease to the relevant expense and an increase to additional paid-in capital, measured based on the value

of the consideration transferred to the third party at settlement.

This treatment reflects the substance of a stockholder-funded Company

expense rather than a related-party exchange measured solely by stated terms and is consistent with SAB Topic 5T’s guidance and

related GAAP references.

The remaining terms of the agreement represents a secondary sale of existing securities between two non-issuer

The Company’s role is limited to acknowledgment, ensuring compliance with transfer restrictions, and reflecting governance

or related party disclosures in SEC filings.

No gain, loss, equity adjustment, or liability is recorded in the Company’s financial

statements as this is a transaction between sponsors (transfer of securities between one sponsor to another) that does not impact the

In addition to the restatements of the above items,

for the three months ended March 31, 2023, components of accumulated deficit on the statement of changes in shareholders’ deficit

were restated, resulting in no change in accumulated deficit.

The restatement related to a securities assignment agreement dated January

In the Company’s March 31, 2023 Form 10-Q filed with the SEC on June 2, 2023, the company recognized $ 2,837,593 in accumulated

deficit with an offset in the same amount.

Upon further review, management determined the transaction did not warrant recognition in the

financial statements under SAB 5T.

The impact of the restatement on the Company’s

financial statements is reflected in the following tables:

Balance Sheet September 31, 2023

Additional Paid-in Capital

Accumulated Deficit

Statements of Operations for the Nine Months Ended September 30, 2023

Operating costs

Loss from Operations

Settlement of payables

Non-redemption agreement expense

Total other income, net

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

Statements of Changes in Shareholders’ Deficit for the Nine Months Ended September 30, 2023

Non-redemption agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Total Additional Paid-in Capital

CIIG Securities Assignment Agreement

Excess value of CIIG Securities Assignment Agreement

Total Accumulated Deficit

Statements of Cash Flows for the Nine Months Ended September 30, 2023

Non-redemption agreement expense

Settlement of payables

Accounts payable

Net cash used in operating activities

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Net cash used in financing activities

( 237,729,947

( 237,466,907

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Balance Sheet June 30, 2023

Additional Paid-in Capital

Accumulated Deficit

Statements of Operations for the Three Months Ended June 30, 2023

Operating costs

Loss from Operations

Settlement of payables

Total other income, net

Statements of Operations for the Six Months Ended June 30, 2023

Operating costs

Loss from Operations

Settlement of payables

Non-redemption agreement expense

Total other income, net

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

Statements of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023

Non-redemption agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Total Additional Paid in Capital

CIIG Securities Assignment Agreement

Excess value of CIIG Securities Assignment Agreement

Total Accumulated Deficit

Statements of Cash Flows for the Six Months Ended June 30, 2023

Non-redemption agreement expense

Settlement of payables

Accounts payable

Net cash used in operating activities

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Net cash used in financing activities

( 237,844,366

( 237,581,326

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Balance Sheet March 31, 2023

Additional Paid-in Capital

Accumulated Deficit

Statements of Operations for the Three Months Ended March 31, 2023

Operating costs

Loss from operations

Settlement of payables

Non-redemption agreement expense

Total other income, net

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2023

Non-redemption agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Total Additional Paid in Capital

CIIG Securities Assignment Agreement

Excess value of CIIG Securities Assignment Agreement

( 1,758,647 )

Total Accumulated Deficit

Statements of Cash Flows for the Three Months Ended March 31, 2023

Non-redemption agreement expense

Settlement of payables

Net cash used in operating activities

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Net cash used in financing activities

( 238,162,063

( 237,899,023

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Note 3 — Significant

Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated

condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United

States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they

do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited consolidated condensed

financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the

balances and results for the periods presented.

Operating results for the three and nine months ended September 30, 2023 are not

necessarily indicative of the results that may be expected through December 31, 2023.

The Company’s subsidiaries include

Crown PropTech Merger Sub I Corp., a Delaware corporation and wholly owned direct subsidiary of Crown (“Merger Sub I”) and

Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned direct subsidiary of Crown (“Merger Sub

both of which were formed for the purposes of facilitating a proposed business agreement.

All intercompany transactions have

been eliminated upon consolidation.

The accompanying unaudited consolidated

condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form

10-K filed by the Company with the SEC on May 2, 2023.

Principles of Consolidation

The accompanying consolidated condensed

financial statements include the accounts of the Company and its wholly owned subsidiaries.

All significant intercompany balances and

transactions have been eliminated in consolidation.

The accompanying unaudited condensed financial

statements are presented in U.S.

dollars in conformity with GAAP for financial information and pursuant to the rules and regulations of

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

Operating results for the three months ended March 31, 2024 are not necessarily

indicative of the results that may be expected through December 31, 2024.

The accompanying unaudited condensed financial

statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the

Company with the SEC on September 12, 2025.

Emerging Growth Company Status

The Company is an “emerging growth

company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012,

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation

in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of

the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging

growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s unaudited consolidated condensed financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of Estimates

The preparation of these unaudited

consolidated condensed 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 unaudited

consolidated condensed financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ

from those estimates.

The preparation of these financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during

the reporting period.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term

investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash

equivalents as of September 30, 2023 and December 31, 2022.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents

as of March 31, 2024 and December 31, 2023.

Investments Held in Trust Account

At September 30, 2023 and December 31,

2022, the Trust Account had $ 44,475,564 and $ 279,998,549 held in marketable securities, respectively.

Such securities are presented on

the consolidated condensed balance sheets at fair value at the end of the reporting period.

Dividends resulting from the change in fair

value of these securities are included in trust dividend income in the accompanying consolidated condensed statements of operations.

estimated fair values of investments held in the Trust Account are determined using available market information.

During the three and

nine months ended September 30, 2023, the Company withdrew $0 and $ 238,305,063 , respectively, of principal and interest income from

the Trust Account in connection with redemptions.

During the three and nine months ended September 30, 2022, no amounts were withdrawn

At March 31, 2024 and December 31, 2023, the Trust

Account had $ 21,765,979 and $ 45,065,840 held in marketable securities, respectively.

Such securities are presented on the balance sheets

at fair value at the end of the reporting period.

Dividends earned on these securities are included in trust dividend income in the accompanying

statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

During the three months ended March 31, 2024, the Company withdrew $ 23,724,846 of principal and dividend income from the Trust Account

in connection with redemptions.

During the year ended December 31, 2023, the Company withdrew $ 238,305,063 of principal and dividend income

from the Trust Account in connection with redemptions.

Concentration of Credit Risk

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed

the Federal Depository Insurance Coverage of $ 250,000 .

At September 30, 2023 and December 31, 2022, the Company has not

experienced losses on this account.

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.

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

At March 31, 2024 and December 31, 2023, the Company has not experienced losses on this

Class A Ordinary Shares Subject to Possible

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

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 September 30, 2023 and December 31, 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 consolidated condensed balance sheets.

As of December 31, 2022 and September 30,

2023, the ordinary shares subject to possible redemption reflected on the consolidated condensed balance sheets are reconciled in the

following table:

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 March 31, 2024 and December 31, 2023, 2,000,638 and 4,196,485 , 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.

As of March 31, 2024 and December 31, 2023, the

ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Ordinary shares subject to possible redemption, December 31, 2022

3 unchanged sentences

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, September 30, 2023

Net Income per Ordinary Shares

The Company has two classes of shares,

which are referred to as Class A ordinary shares and Class B ordinary shares.

Earnings and losses are shared pro rata between

Ordinary shares subject to possible redemption, December 31, 2023

( 2,195,847 )

( 23,724,846 )

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2024

Net Loss per Ordinary Shares

The Company has two classes of shares, which are

referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary shares.

Losses are shared pro rata between

the two classes of shares.

1 unchanged sentence

on February 11, 2021.

No warrants were exercised during the three and nine months ended September 30, 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.

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

Non-redeemable

No warrants were exercised during the three months ended March 31, 2024 and 2023.

The calculation of diluted

loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment,

and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.

diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.

For the three months ended March 31,

2023 (restated)

Non-redeemable

Basic and diluted net income

Allocation of net

income including

remeasurement of temporary

Basic and diluted net loss per share

Allocation of net loss including remeasurement of temporary equity

$ ( 233,848 )

$ ( 1,360,023 )

$ ( 654,496 )

Weighted-average shares outstanding

Basic and diluted net income

Basic and diluted net loss per share

Share Based Compensation

7 unchanged sentences

will liquidate and the shares will become worthless.

The shares were issued in February

2021 (“Grant Date”), and the shares vested immediately.

Since the approach in ASC 718 is to determine the fair value without

regard to the vesting date, the Company has determined the valuation of the Class B shares as of the Grant Dates.

The valuation for

the 250,000 shares in excess of the amount paid was not material.

Fair Value of Financial Instruments

The 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.

The 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.

Derivative Warrant Liabilities

The Company does not use derivative

instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments,

including issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain

features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including

whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,213,333

ordinary share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities

in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the

instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised,

and any change in fair value is recognized in the Company’s statements of operations.

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether

such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,213,333 ordinary

share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance

with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments

to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in the Company’s statements of operations.

Working Capital Loans Option

On November 30, 2021, Richard

Chera, the Company’s former Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion

of the expenses of the Company (“Working Capital Loan”).

On November 30, 2021, Richard Chera, the

Company’s former Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the

expenses of the Company (“Working Capital Loan”).

At December 31, 2022, at the option of Richard Chera, the outstanding

2 unchanged sentences

under ASC 815 and was required to be reported at fair value.

On May 31, 2023, and effective as of January 17, 2023, Richard

Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At September 30, 2023, the

Working Capital Loan Option no longer existed and at December 31, 2022 the value of the Working Capital Loan Option was $ 0 .

The Company accounts for income taxes

under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting

for income taxes.

Deferred income tax assets and liabilities are computed for differences between the unaudited consolidated condensed

financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition

threshold and a measurement attribute for the unaudited consolidated condensed financial statements recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is the Company’s

major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of September 30, 2023 and December 31, 2022, there were no unrecognized tax benefits and no amounts accrued for interest

and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

The Company is considered to be an

exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income

tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period

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

the amounts due under the Working Capital Loan into warrants.

At March 31, 2024 and December 31, 2023, the Working Capital Loan Option

no longer existed.

In accordance with ASC Topic 470, “Liabilities” the Company has determined the waiver of the right to convert

is a debt modification.

As such, there is no effect on the Company’s financial statements.

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2024 and December

31, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Standards

5 unchanged sentences

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-07 will have a material impact

The Company’s management believes the adoption of ASU 2023-07 does not have a material impact

on its financial statements and disclosures.

8 unchanged sentences

of ASU 2023-09 will have a material impact on its financial statements and disclosures.

Management does not believe that any

recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited

consolidated condensed financial statements.

Securities Assignment Agreement

On January 17, 2023, pursuant

to the Assignment Agreement, CIIG, acquired an aggregate of 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants

of the Company from Crown PropTech Sponsor in a private transaction.

Management of the Company determined

the fair value of the Class B ordinary shares and Private Placement Warrants acquired to be $ 2,859,310 .

The excess value of the Class B

ordinary shares and Private Placement Warrants acquired of $ 2,837,593 is reported as a component of shareholders’ deficit.

Non-Redemption Agreements

Beginning on January 31, 2023,

and continuing until the Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming

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

Management 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.

Securities Assignment Agreement (Restated)

On January 17, 2023, pursuant to the Securities

Assignment Agreement, CIIG, acquired an aggregate of 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants of

the Company from Crown PropTech Sponsor in a private transaction.

As the transaction is between the previous Sponsor

and the current Sponsor, the transaction does not involve the Company issuing, repurchasing, or modifying its own equity or warrants.

As such, there was no impact the Company’s financial statements.

In association with the Securities Assignment

Agreement, the prior Sponsor agreed to pay certain operating expenses of the Company.

In accordance with Staff Accounting Bulletin (“SAB”)

Topic 5T, the Company recognized an equity contribution on the statement of changes in shareholders’ deficit of $ 263,040 for the

value of the operating expenses paid by the previous Sponsor.

Non-Redemption Agreements (Restated)

Beginning on January 31, 2023, and continuing

until the Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with 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.

2 unchanged sentences

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.

Each Non-Redeeming

Investor acquired from the Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption Agreements is

reported as a component of shareholders’ deficit.

Beginning on February 7, 2024, and

continuing until the February 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements

with the Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of

464,414 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 1,857,655 Class A ordinary shares at the Extraordinary General Meeting.

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.

In February 2024, the Company and CIIG entered

into the Non-Redemption Agreements with Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic

interest of an aggregate of 464,414 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 1,857,655 Class A ordinary shares at the February 2024 Extraordinary General

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 464,414

Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial

Business Combination.

Each Non-Redeeming Investor acquired from the Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption Agreements is reported as a component of shareholders’ deficit.

Beginning on August 8, 2024, and

continuing until the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements

with the Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of

115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors

agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the Extraordinary General Meeting.

to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A

ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business

Each Non-Redeeming Investor acquired from the Sponsors an indirect economic interest in the Founder Shares.

of the Non-Redemption Agreements is reported as a component of shareholders’ deficit.

Note 3 — Initial

Public Offering

Pursuant to the IPO, the Company

sold 27,600,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share,

and one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one

Class A ordinary share at a price of $ 11.50 per share.

Note 4 — Private

Placement Warrants

Simultaneously with the closing

of the IPO, Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc.

(collectively, the “Anchor

Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate),

each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

Note 5 — Related Party

Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business

The Company estimated the aggregate fair value of the 464,414 Class B ordinary shares attributable to the Non-Redeeming

Investors to be $ 375,981 or $ 0.81 per share.

Each Non-Redeeming Investor acquired from the

Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption Agreements is reported as a component of

shareholders’ deficit.

The excess of the fair value of the Founder Shares was determined to be non-redemption agreement expense

in accordance with SAB Topic 5T.

Note 4 — Initial Public Offering

Pursuant to the IPO, the Company sold 27,600,000

Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, and one-third

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary

share at a price of $ 11.50 per share.

Note 5 — Private Placement Warrants

Simultaneously with the closing of the IPO,

Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc.

(collectively, the “Anchor Investor”)

purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate), each Private

Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

A portion of the purchase

price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

Note 6 — Related Party Transactions

Founder Shares

On October 13, 2020, the Company

issued 5,750,000 Class B ordinary shares to Crown PropTech Sponsor for an aggregate purchase price of $ 25,000 (the “Founder

On February 9, 2021, the Company effected a dividend of 0.2 of a Class B ordinary share for each Class B

ordinary share, resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

On February 11, 2021, Crown PropTech

Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021, Crown PropTech Sponsor transferred an

aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

Immediately after

transferring shares to the Anchor Investors, directors and advisors, Crown PropTech Sponsor owned 5,960,000 Founder Shares.

On January 17, 2023, CIIG entered

into the Assignment Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby the Crown PropTech Sponsor sold, transferred

and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary

shares of the Company to CIIG.

On October 13, 2020, the Company issued 5,750,000

Class B ordinary shares to Crown PropTech Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”).

On February 9, 2021, the Company effected a dividend of 0.2 of a Class B ordinary share for each Class B ordinary share,

resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

On February 11, 2021, Crown PropTech Sponsor

transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021, Crown PropTech Sponsor transferred an aggregate

of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

Immediately after transferring

shares to the Anchor Investors, directors and advisors, Crown PropTech Sponsor owned 5,960,000 Founder Shares.

On January 17, 2023, CIIG entered into the Securities Assignment

Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby the 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.

Total consideration paid for the class B ordinary shares and private placement warrants was $ 21,717 .

Crown PropTech Sponsor, CIIG

and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier

to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business

Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the

shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing,

if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations,

reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days

after a Business Combination, the Founder Shares will be released from the lockup.

Crown PropTech Sponsor, CIIG and the

Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur

of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination

on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing

price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business

Combination, the Founder Shares will be released from the lockup.

Promissory Note—Related Party

On October 13, 2020, the Company

issued a promissory note (the “Promissory Note”) to Crown PropTech Sponsor, pursuant to which the Company may borrow up to

an aggregate principal amount of $ 300,000 .

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31,

2021 or (ii) the completion of the IPO.

On February 11, 2021, the Company repaid the Promissory Note in full.

No future borrowings

are permitted under this Promissory Note.

Administrative Support Agreement

Commencing on the date of the IPO,

the Company agreed to pay Crown PropTech Sponsor a total of $ 15,000 per month for office space and administrative support services.

completion of the initial Business Combination or the Company’s liquidation, the Company would cease paying these monthly fees.

On January 17, 2023, Crown PropTech Sponsor agreed to waive all amounts due under the administrative support agreement and cease

charging future fees.

At September 30, 2023 and December 31, 2022, $0 and $ 339,107 , respectively, was reported

on the consolidated condensed balance sheets as due to related party.

At September 30, 2023, $ 339,107 is included in the consolidated

condensed statements of operations as settlement of payables.

On July 20, 2023, CIIG advanced the Company $ 114,419

in to be used for working capital.

The loaned funds advanced to the Company are non-interest bearing and are due upon demand.

In December 2023, $ 135,000 borrowed under the

A&R Note (discussed below) were reclassified as due to related party on the balance sheet.

At March 31, 2024 and December 31, 2023, the Company

reported $ 1,086,419 and $ 915,419 as due to related party on the balance sheet, respectively.

Administrative Support Agreement (Restated)

Commencing on the date of the IPO, the Company agreed to pay Crown

PropTech Sponsor a total of $ 15,000 per month for office space and administrative support services.

Upon completion of the initial Business

Combination or the Company’s liquidation, the Company would cease paying these monthly fees.

On January 17, 2023, Crown PropTech

Sponsor agreed to waive all amounts due under the administrative support agreement and cease charging future fees.

At March 31, 2024 and

December 31, 2023, there were no fees reported on the condensed balance sheets as due to related party.

At March 31, 2024 the Company

reported $ 0 for administrative support services and at March 31, 2023, $ 339,107 is included in the restated statement of changes in shareholders’

deficit related to the waiving of the administrative support agreement fees.

Working Capital Loans

In order to finance transaction

costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the

Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds

of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the

Trust Account.

In the event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at

a price of $ 1.50 per warrant.

In order to finance transaction costs in

connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s

directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the Trust Account to repay

the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to

$ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.50

The warrants would be identical to the Private Placement Warrants.

On July 20, 2023, CIIG advanced the Company $ 114,419 in to be used for working capital.

No amount of these loans are convertible into

warrants of the Company.

On November 30, 2021, the Company

entered into a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant to which Mr.

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

The Convertible Note

was non-interest bearing and due on the earlier of:

On November 30, 2021, the Company entered

into a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant to which Mr.

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

The Convertible Note was

non-interest bearing and due on the earlier of:

(i) 12 months from the date thereof or (ii) the date on which the Company consummates

8 unchanged sentences

The warrants would be identical to the Private Placement

On May 31, 2023, and effective as of

January 17, 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:

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

(i) February 11, 2024;

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

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

(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.

At September 30, 2023 and December 31, 2022, $ 801,000 and $ 666,000 was

outstanding on the A&R Note, respectively.

On March 28, 2025, and effective as of February 11, 2024, the

A&R Note in the aggregate principal amount of up to $ 1,000,000 was amended to be due on the earlier of:

Chera, the A&R Note no longer provides for the Conversion

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

Commitments & Contingencies

(ii) the date on which the Company

consummates a Business Combination;

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

Note 7 — Commitments &

Contingencies

Registration Rights

The holders of the Founder Shares,

Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable

upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion

of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on

the effective date of the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled

to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain

“piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise

of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)

will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of

the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriters Agreement

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 the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

2022, the underwriters agreed to waive their right to receive the deferred underwriting discount.

Advisory Service Agreements

The Company has enlisted various entities

as capital market advisors to assist in the identification and consummation of an initial Business Combination.

During the fourth quarter of 2022 these

contracts with the advisors have been terminated and no amounts were paid or due under the contracts.

Attorney Fees

The Company incurred legal fees in

connection with the proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business

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

Settlement of Payables

In April and January 2023 and December

2022, the Company settled $ 400,000 , $ 377,871 and $ 6,472,941 , respectively, for an aggregate $ 7,250,812 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.

Shareholders’ Deficit

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 the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

In December 2022, the

underwriters agreed to waive their right to receive the deferred underwriting discount.

Settlement of Payables (Restated)

For the period ended March 31, 2024 and December

31, 2023, the Company settled payables of $ 0 and $ 759,643 , respectively, due to vendors and related parties in accordance with ASC Topic

405 “Liabilities”.

For the three months ended March 31, 2023, the

Company settled payable for an aggregate of $ 377,871 , of which $ 339,107 was with a related party in relation to the Administrative Services

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 payables.

The remaining $ 38,764 was recognized as a gain in the statement of operations.

Note 8 — Shareholders’ Deficit

Preference Shares — The

Company is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each.

At September 30, 2023 and December 31,

At March 31, 2024 and December 31,

2023, there were no preference shares issued or outstanding.

1 unchanged sentence

Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30,

2023 and December 31, 2022, there were no shares issued and outstanding (excluding 4,196,485 and 27,600,000 shares subject to possible

redemption, respectively).

At March 31, 2024 and

December 31, 2023, there were no shares issued and outstanding (excluding 2,000,638 and 4,196,485 shares subject to possible redemption,

respectively).

Class B Ordinary Shares — The

Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At September 30,

2023 and December 31, 2022, there were 6,900,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary

shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders,

except as required by law;

provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors

prior to the Company’s initial Business Combination.

The Class B ordinary

shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business

Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities

are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion

At March 31, 2024 and

December 31, 2023, there were 6,900,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary shares and

Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as

required by law;

provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior

to the Company’s initial Business Combination.

The Class B ordinary shares will

automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination

on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are

issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion

6 unchanged sentences

Note 9 — Warrants

Public Warrants may only be exercised

for a whole number of shares.

Public Warrants may only be exercised for

a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

Public Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the

closing of the IPO.

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption

or liquidation.

The Company will not be obligated

to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public

Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying

the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations

with respect to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders

seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities

laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon

as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company

will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities

Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts

to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating

thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

If a registration

statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business

day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement

and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A

ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders

of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the

Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the

shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable,

the Company may redeem the Public Warrants for redemption:

Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant

exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public

Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect

to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially

reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary

shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective

and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption

of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary

shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination,

warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have

failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise

of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does

not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the

extent an exemption is not available.

Once the warrants become exercisable, the Company

may redeem the Public Warrants for redemption:

whole and not in part;

5 unchanged sentences

business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become

redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities

for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its

management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,”

as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants

may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

If and when the warrants become redeemable

by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for

sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management

will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as

described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may

be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

6 unchanged sentences

the Public Warrants may expire worthless.

In addition, if (x) the Company

issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing

of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue

price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the sponsor or its

affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance)

(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity

proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading

price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company

consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the

warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and

the $ 10.00 and $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher

of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants

are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and

the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or

salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement

Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted

transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private

Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial

purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders

on the same basis as the Public Warrants.

Note 9 — Fair Value

Fair value is defined as the price

that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants

at the measurement date.

In addition, if (x) the Company issues additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination

at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue

price to be determined in good faith by the Board and, in the case of any such issuance to the sponsor or its affiliates, without taking

into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued

Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A

ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business

Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted

(to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per

share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value

and the Newly Issued Price, respectively.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A

ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30

days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will

be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees

and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants

will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their

permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis

as the Public Warrants.

Note 10 — Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements)

and the lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

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Recurring Fair Value Measurements

The Company’s permitted investments

consist of U.S.

The Company’s permitted investments consist

Money Market funds.

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in active markets for identical assets.

The Company’s warrant liability

for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has

the ability to access.

The Company’s warrant liability for the

Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

The Company’s management believes

the Private Warrants are economically equivalent to the Public Warrants.

As such, the valuation of the Private Warrants is based on the

valuation of the Public Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value

hierarchy due to the Company using quoted prices for similar instruments in active markets.

At September 30, 2023, there was insufficient

The Company’s management believes the Private

Warrants are economically equivalent to the Public Warrants.

As such, the valuation of the Private Warrants is based on the valuation

of the Public Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy

due to the Company using quoted prices for similar instruments in active markets.

At March 31, 2024 and December 31, 2023, there was insufficient

trading activity for the Public Warrants to be classified as Level 1 and was reclassified as Level 2.

At December 31, 2022, the Company’s

Working Capital Loan option was based on a valuation model utilizing inputs from observable and unobservable markets with less volume

and transaction frequency than active markets.

The inputs used to determine the fair value of the Working Capital Loan option liability

were classified within Level 3 of the fair value hierarchy.

On May 31, 2023, and effective as of January 17, 2023, Richard

Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At September 30, 2023, the

Working Capital Loan Option no longer existed.

The following table presents fair value

information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates

the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30, 2023

On May 31, 2023 and effective January 17, 2023, Richard Chera

agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At March 31, 2024 and December 31,

2023, the Working Capital Loan Option no longer existed.

The following table presents fair value information

of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair

value hierarchy of the valuation techniques the Company utilized to determine such fair value.

March 31, 2024

Investments held in Trust Account

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Investments held in Trust Account

$ 279,998,549

Working Capital Loan Option

Public Warrants

Private Warrants

Fair Value of warrants and Working Capital Loan Option

The Company utilized an internal model

to value the Working Capital Loan option at December 31, 2022.

Note 10 — Subsequent

Fair Value of warrants

Note 11 — Subsequent Events

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date through the date that the unaudited consolidated condensed financial statements

Based upon this review, the Company did not identify any subsequent events, other than discussed in the Notes and below,

that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements.

Change in Management

On February 15, 2024, Gavin Cuneo notified the

Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.

Cuneo also served as the

Company’s principal financial and accounting officer and resigned from such positions as well.

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.

Michael Minnick, the Company’s Chief Executive

Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr.

Cuneo’s resignation.

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

Listing Notices

On 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”).

The 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 SEC.

The Company can regain compliance

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

If 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.

On February 12, 2024, the NYSE determined that

the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the “LCM”) because the

Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive documents

or by contract or (ii) three years.

As such, the NYSE had determined to commence proceedings to delist from the NYSE the Company’s

Class A ordinary shares and Units.

Trading 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

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

from the NYSE.

transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than discussed in the Notes and below, that would have

required adjustment or disclosure in the unaudited condensed financial statements.

Proposed Business Combination

As discussed in Note 1, on July 2, 2025, (i) the

Company (“SPAC”), (ii) Mkango (Cayman) Limited, (iii) Lancaster Exploration Limited, (iv) Mkango Polska s.p.

Z.o.o., (v) Mkango

ServiceCo UK Limited, and (vi) MKA Exploration Ltd., entered into a business combination agreement.

Shareholder Meetings

On 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”).

In 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 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.

Associated with the February 9, 2024 Extraordinary

General Meeting, the Company and CIIG entered into the February 2024 Non-Redemption Agreements with certain investors pursuant to which,

if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “February

2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to

such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they

continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.

The February 2024 Non-Redemption Agreements provide

for the assignment of up to 464,414 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for

such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.

August 9, 2024

On August 9, 2024, the Company’s shareholders

2 unchanged sentences

2024 Extension Proposal”).

The August 2024 Non-Redemption Agreements provide

for the assignment of economic interest of an aggregate of 115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors

in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the

August 9, 2024 Extraordinary General Meeting.

In connection with the vote to approve the August

12 unchanged sentences

General Meeting.

The August 2024 Non-Redemption Agreements provide

for the assignment of economic interest of an aggregate of 115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors

in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the

August 9, 2024 Extraordinary General Meeting.

On 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”).

In 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 (described below) to redeem such shares.

Following the redemptions,

there were 491,806 Class A ordinary shares issued and outstanding.

Associated with the May 9, 2025 Extraordinary

General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025 Non-Redemption Agreements”) with

certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary

shares of the Company (the “May 2025 Non-Redeemed Shares”) in connection with the May 9, 2025 Extraordinary General Meeting,

CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial

Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.

The May 2025 Non-Redemption Agreements provided

for the assignment of up 115,287 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for such

Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.

Revised A&R Note

On March 28, 2025, and effective as of February

11, 2024, 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;

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.

Non-Redemption Agreements

Beginning on August 8, 2024, and continuing until

the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 Class B

ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem

an aggregate of 461,146 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements,

CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion

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

Beginning on May 6, 2025, and continuing until

the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 Class B

ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem

an aggregate of 461,146 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements,

CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion

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

Financial Advisor Service Agreement

On June 1, 2025, the Company engaged Jett Capital

Advisors, LLC (“Jett Capital”) as financial advisor to advise the Company on their proposed Business Combination with Lancaster

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

The Company has agreed to pay Jett Capital as

A work fee of $ 100,000 upon the execution of the

As of the filing of this Form 10-Q, this work fee has not been paid.

the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination

are $15.0 million, or less, Jett Capital shall receive a cash transaction fee equal to $2.5 million with $500,000 of the cash transaction

fee paid at close of the Business Combination, and $2.0 million of the cash transaction fee deferred and payable upon close of the first

offering completed by Mkango following the Business Combination.

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

Offering Fee;

Business Combination PIPE

For 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.

Offering Fee;

Equity Offering

Upon the Company closing an equity or equity-linked

offering following the close of the Business Combination, Jett Capital shall be a Joint Placement Agent in the equity or equity-linked

Offering and receive 50 % of a cash fee equal to six percent ( 6.0 %) of the total offering size payable at offering close from immediately

available funds.

Offering Fee;

Debt Offering

Upon the Company closing a debt offering following

the close of the proposed Business Combination, Jett Capital shall be a Joint Placement Agent in the debt offering and receive 50 % of

a cash fee equal to three percent ( 3.0 %) of the total Offering size payable at offering close from immediately available funds.

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-Q

Item 1. Financial Statements