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Item 2. Management’s Discussion and Analysis

2025-10-21 compared with 2025-03-31 · 672 added, 356 removed, 107 unchanged (91% of the section changed)

Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,”

“Crown,” “our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited consolidated

condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Crown,”

“our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

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or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

We are a blank check company incorporated

as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

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

We are a blank check company

incorporated as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset

acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

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

III LLC (“CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”).

The registration statement for our

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

On February 11, 2021, we consummated the

IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the

IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being

offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public

The registration statement

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

On February 11, 2021, we consummated

the IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at

the IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units

being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public

Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million,

inclusive of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the closing of

the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement

Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with

Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the

Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the

Private Placement were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer &

Simultaneously with the

closing of the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private

Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant

with Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the Private

Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private

Placement were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer &

Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16)

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(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

Change in Management, Sponsor and

Board of Directors

On 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.

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.

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 immediately.

Additionally, in connection

with this appointment, each of Mr.

Cuneo and Mr.

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

the same terms as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time

of the Company’s IPO.

Minnick entered into an Indemnity Agreement and a Letter Agreement with the

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

at the time of the Company’s IPO.

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

CIIG also entered

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

On January 17, 2023, CIIG entered

into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, 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.

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

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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.

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 Annual Report, the Company has not made any payments pursuant to the administrative agreement

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

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.

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

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

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Extraordinary General Meetings

February 9, 2023

Beginning on January 31,

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

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).

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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”).

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).

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

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.

9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024 Non-Redemption

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

on) their Class A ordinary shares of the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February

9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately

following the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through

the February 9, 2024 Extraordinary General Meeting.

The February 2024 Non-Redemption

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

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

August 9, 2024

On August 9, 2024, the Company’s

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“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

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).

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

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.

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).

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

result approximately, $0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to redeem such shares.

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

Associated with the August 9, 2024

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

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 “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.

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

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.

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

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.

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 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

5 unchanged sentences

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.

If we have not completed a business

combination by May 11, 2025 (the “Combination Period”), we will (i) cease all operations except for the purpose

of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on

the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest

to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish

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 procedures.

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

were delisted from the NYSE.

If we have not completed

a business combination by March 11, 2026 (the “Combination Period”), we will (i) cease all operations except for

the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public

Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest

earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of

interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish

Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any);

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Period, including any extension thereto that may be approved by our shareholders.

Termination of the Proposed Brivo

On November 10, 2021, we entered

into a business combination agreement (the “BCA” or the “Business Combination Agreement”), by and among (i) the

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

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

Sub II”, and together with Merger Sub I the “Merger Subs”) and (iv) Brivo, Inc., a Nevada corporation (“Brivo”

and all the parties to the Business Combination Agreement, the “Parties to the Business Combination Agreement”) (the “Business

Combination”).

The obligation of Brivo to consummate the Business Combination was subject to certain closing conditions, including,

but not limited to, the aggregate cash proceeds from Crown’s trust account, together with the proceeds from the sale of the PIPE

Notes (as defined below).

In connection with the signing of the

Business Combination Agreement, we entered into subscription agreements (the “Subscription Agreements”) with certain investors

(the “PIPE Investors”).

Pursuant to the terms of the Subscription Agreements, each PIPE Investor had the right to terminate

its Subscription Agreement after July 9, 2022, if the closing of the Business Combination had not occurred as of such date or at

any date and time as the Business Combination Agreement is validly terminated.

Golub Capital LLC and its affiliates

(together with its affiliates, “Golub”), a PIPE Investor, subscribed for PIPE Notes with an aggregate principal amount of

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

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

On August 10, 2022, we received a notice of election from Brivo,

notifying us that Brivo has elected to terminate the Business Combination.

As a result of such election, the Business Combination was

immediately terminated.

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

Following a confidential settlement

arrangement, we are no longer pursuing any remedies in connection with the termination of the Brivo Business Combination.

On January 13, 2023, the Company

formally withdrew its Form S-4 Registration Statement from the SEC associated with the BCA.

Settlement of Payables

In 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.

Results of Operations and Known

Trends or Future Events

We have neither engaged in any operations

nor generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary to prepare

for the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any

operating revenues until after completion of our initial business combination.

We generate non-operating income in the form of interest

income on cash and cash equivalents held in the trust account.

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”).

Pursuant to the Business

Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub

will be merged with and into SPAC, with SPAC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of PubCo.

Concurrently therewith, PubCo will become a publicly traded company, expected to operate under the name “Mkango Rare Earths Limited,”

and its ordinary shares are expected to trade on Nasdaq.

The proposed Merger and the

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

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

Business Combination Agreement

Share Split and Conversion of Securities

Pursuant to the terms of

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

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

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

Further, each outstanding

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

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

Registration Statement

As promptly as reasonably

practicable after the date of the Business Combination Agreement, the parties will prepare and file with the SEC a registration statement

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

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

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

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

Representations and Warranties

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 obligations of the parties

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

each of the SPAC Shareholders’ Approval, the Selling Shareholder’s Approval and the Merger Sub Shareholder’s Approval shall have been obtained;

the Registration Statement having become effective under the Securities Act;

PubCo’s initial listing application with Nasdaq will have been conditionally approved and, immediately following the Closing, PubCo will satisfy any applicable listing requirements of Nasdaq;

no governmental authority will have enacted, issued, promulgated, enforced, or entered any law or governmental order that makes the Closing illegal or otherwise prevents the Closing;

the gross amount of cash available in SPAC’s Trust Account following redemptions of SPAC public shares, less certain transaction expense amounts and plus the aggregate gross amount of Permitted Financing proceeds that have been (or will be) funded, will be not less than $5.0 million;

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

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

other customary closing conditions set forth in the Business Combination Agreement.

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:

by mutual written consent of SPAC and Lancaster;

by 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);

by 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;

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

by SPAC if the Selling Shareholder does not approve the Transactions;

by 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;

by 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;

by 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.

The 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.

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 follows:

A work fee of $100,000 upon

the execution of the agreement.

As of the filing of this Form 10-Q, this work fee has not been paid.

Transaction Fee;

Business Combination

Upon the Company closing

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

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are $15.0 million, or less, Jett Capital shall receive a cash transaction fee equal to $2.5 million with $500,000 of the cash transaction fee paid at close of the Business Combination, and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are greater than $15.0 million, but less than $25.0 million, Jett Capital shall receive a cash transaction fee equal to $2.5 million with the cash transaction fee paid at close of the Business Combination equal to 50% of every dollar in proceeds (net of offering fees) above $15.0 million paid in cash up to a total of $2.5 million and any remaining balance owed on the $2.5 million cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to or greater than $25.0 million, but less than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million with $2.5 million of the cash transaction fee paid at close of the Business Combination.

and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to greater than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million at close of the Business Combination.

Offering Fee;

Business Combination PIPE

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

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.

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 Agreement.

As this is with a related party, the Company recognized $339,107 in the statement of changes in shareholders’

deficit for the settlement of these payables.

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

Restatement of Previously Issued Financial

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)”).

Any value 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’ deficit.

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 Sponsor.

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 restatement

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 17, 2023.

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.

Results of Operations and Known Trends or Future

We have neither engaged in

any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary

to prepare for the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to

generate any operating revenues until after completion of our initial business combination.

We generate non-operating income in the form

of dividend income on investments held in the trust account.

We incur expenses as a result of being a public company (for legal, financial

reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30,

2023, we had a net income of $950,666.

We had a change in fair value of warrant liability of $781,734 and income on our trust account

for $569,042, partially offset by $400,110 of operating costs.

For the three months ended September 30,

2022, we had a net income of $1,826,909.

We incurred $485,715 of operating costs consisting mostly of legal fees, generated income on

our trust account for $1,248,046 and had a change in fair value of warrant liability of $1,064,578.

For the nine months ended September

30, 2023, we had a net income of $1,555,003.

We generated income in our trust account for $2,782,078 and settled payables $777,871, partially

offset by $1,649,613 of operating costs consisting mostly of legal fees and had a change in fair value of warrant liability of $355,333.

For the nine months ended September 30,

2022, we had a net income of $5,396,151.

We incurred $4,011,281 of operating costs consisting mostly of legal fees, generated income on

our trust account for $1,662,587, and had a change in fair value of warrant liability of $7,744,845.

Liquidity, Capital Resources

and Going Concern

On February 11, 2021, we consummated

our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase

an additional 3,600,000 Units at the IPO price to cover over-allotments.

For the three months ended

March 31, 2024, we had net loss of $333,546.

We incurred $382,550 of operating costs and non-redemption agreement expense of $375,981,

partially offset by income on our trust account for $424,985.

For the three months ended March 31, 2023, we had a net loss of

$2,014,519 (as restated).

We incurred $1,176,769 operating costs (as restated),a change in fair value of warrant liability of $1,421,333

and non-redemption agreement expense of $1,156,500 (as restated), partially offset by income on our trust account for $1,701,319 and settled

payables and amounts due to related parties of $38,764 (as restated).

Liquidity, Capital Resources and Going Concern

On February 11, 2021,

we consummated our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option

to purchase an additional 3,600,000 Units at the IPO price to cover over-allotments.

The Units were sold, generating gross proceeds of

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to Crown

PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the

Company of $7,520,000.

Following the IPO, the sale of the

Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000

$276,000,000.

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants

to Crown PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds

to the Company of $7,520,000.

Following the IPO, the sale

of the Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000

was placed in the Trust Account at J.P.

6 unchanged sentences

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

For the nine months ended September 30,

2023, cash used in operating activities was $654,213, resulting primarily from the net income of $1,555,003 which was impacted by unrealized

loss on change in fair value of warrant liabilities of $355,333, settlement of payables $777,871, trust dividend income of $2,782,078

and changes in operating assets and liabilities of $995,400.

For the nine months ended September

30, 2023, we withdrew $238,305,063 from the trust account generating $238,305,063 in cash provided by investing activities.

$237,729,947 in cash for financing activities with $238,305,063 paid for the redemptions of common stock partially offset by

$135,000 in borrowings under a promissory note and $114,419 in proceeds working capital loans - related party and capital

contribution from Sponsors of $325,697.

For the nine months ended September 30,

2022, cash used in operating activities was $152,191, resulting primarily from the net income of $5,396,151 which was impacted by unrealized

gain on change in fair value of warrant liabilities of $7,744,845 and trust dividend income of $1,662,587 and offset by changes in operating

assets and liabilities used $3,859,090 of cash from operating activities.

Cash provided from financing activities include borrowings under

the Convertible Note of $41,000 and capital contributions from the Sponsor of $97,000.

As of September 30, 2023 and December 31,

2022, we had cash outside the trust account of $1,115 and $80,212 available for working capital needs and working capital deficits of

$2,058,700 and $1,512,655, respectively.

All remaining cash held in the trust account is generally unavailable for our use, prior to an

initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.

As of September 30,

2023 and December 31, 2022, none of the amount in the trust account was available to be withdrawn as described above.

Through September 30, 2023, our

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

Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital contributions

from the Sponsors of $673,418.

On November 30, 2021, we entered

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

Chera agreed to

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

For the three months ended

March 31, 2024, cash used in operating activities was $171,227, resulting from the net loss of $333,546 which was impacted by non-redemption

agreement expense associated with the non-redemption agreements of $375,981, trust dividend income of $424,985 and changes in operating

assets and liabilities of $211,323.

For the three months ended

March 31, 2024, we withdrew $23,724,846 from the trust account generating $23,724,846 in cash provided by investing activities.

used $23,553,846 in cash for financing activities with $23,724,846 paid for the redemptions of ordinary shares partially offset by $171,000

in borrowings from related parties.

For the three months ended

March 31, 2023, cash used in operating activities was $484,879 (as restated), resulting primarily from the net loss of $2,014,519

(as restated) which was impacted by unrealized loss on change in fair value of warrant liabilities of $1,421,333, non-redemption agreement

expense of $1,156,500 (as restated), trust dividend income of $1,701,319 and changes in operating assets and liabilities used $653,126

(as restated) of cash from operating activities.

For the three months ended March 31, 2023, we withdrew $238,305,063 from the trust

account generating $238,305,063 in cash provided by investing activities.

We used $237,899,023 (restated) in cash for financing activities

with $238,305,063 paid for the redemptions of ordinary shares partially offset by $135,000 in borrowings from related parties, $263,040

from equity contribution from previous Sponsor in connection with the securities assignment agreement (restated) and $8,000 capital contribution

from Sponsor.

As of March 31, 2024

and December 31, 2023, we had cash outside the trust account of $425 and $652 available for working capital needs and working capital

deficits of $2,659,655 and $2,277,105, respectively.

All remaining cash held in the trust account is generally unavailable for our use,

prior to an initial business combination, and is restricted for use either in a business combination or to redeem ordinary shares.

of March 31, 2024 and December 31, 2023, none of the amount in the trust account was available to be withdrawn as described above.

Through March 31, 2024,

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

Initial Public Offering, the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital

contributions from the Sponsors of $673,418.

On November 30, 2021,

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

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

The Convertible Note was non-interest

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however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination.

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:

2023, the Convertible Note was amended and restated (the “A&R Note”) in the aggregate principal amount of up to $1,000,000

to be due on the earlier of:

(i) February 11, 2024;

(ii) the date on which the

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

Additionally, due to a waiver

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

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

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

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

Additionally, due to a waiver by Mr.

Chera, the A&R Note no longer

provides for the Conversion Right.

On March 28, 2025, the A&R

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

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

The Company has incurred

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

The Company lacks the financial

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

the financial statements are issued.

Although no formal agreement exists, the Sponsors are committed to extend loans as needed.

Accordingly, the Company

may not be able to obtain additional financing.

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

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

merger target, and reducing overhead expenses.

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

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

In connection with the 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 dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities

should the Company be required to liquidate after March 11, 2026.

Commitments and Contingencies

Registration Rights

The holders of the Founder Shares,

Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares issuable

upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion

of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the effective date

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

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

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

In addition, the holders have certain “piggyback”

registration rights with respect to registration statements filed subsequent to the completion of a business combination.

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

On November 10, 2021 (but effective

as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor,

Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration

Rights Agreement.

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

The holders of the Founder

Shares, Private Placement Warrants and any warrants that may be issued upon conversion of working capital loans (and any ordinary shares

issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon

conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed prior to the

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

The holders of these securities will be entitled

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

In addition, the holders have certain

“piggyback” registration rights with respect to registration statements filed subsequent to the completion of a business combination.

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

On November 10, 2021

(but effective as of the closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech

Sponsor, Anchor Investor and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated

Registration Rights Agreement.

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

automatically terminated.

Underwriting Agreement

A deferred underwriting discount of

$0.35 per Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in the

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

In December 2022, the underwriters

agreed to waive their right to receive any additional deferred underwriting discount.

A deferred underwriting discount

of $0.35 per Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in

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

In December 2022, the

underwriters agreed to waive their right to receive any additional deferred underwriting discount and as a result, the Company de-recognized

the related deferred underwriting discount.

The Company considers the deferred underwriting discount an offering cost.

Offering costs

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

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

Upon the waiver of the deferred underwriting discount, a portion of the deferred

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

For the year ended December 31, 2022,

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

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

Advisory Service Agreements

We may enlist various entities as capital

market advisors to assist in the identification and consummation of an initial business combination.

Fees for such services will be payable

only upon consummation of an initial business combination by us.

During the fourth quarter of 2022,

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

We may enlist various entities

as capital market advisors to assist in the identification and consummation of an initial business combination.

Fees for such services

will be payable only upon consummation of an initial business combination by us.

As discussed above, on June

1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business Combination with Lancaster

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

Except for $100,000 due upon execution of the

agreement, fees for such services will be payable only upon consummation of an initial business combination by us.

Administrative Support Agreement

We previously entered into an administrative

agreement to pay Crown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial

and administrative support services provided to members of our management team (the “Administrative Support Payments”).

to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are

no longer required to pay any such payments.

As of September 30, 2023, we have not made any payments pursuant to the administrative

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

We previously entered into

an administrative agreement to pay Crown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per month for office space,

utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support

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

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

As of March 31, 2024 and December 31, 2023, we have not

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

waiver of the Administrative Support Payments is with a related party, the Company recognized $339,107 in the statement of changes in

shareholders’ deficit for the settlement of these transactions.

Attorney Fees

We incurred legal fees in connection

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

As of September 30, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

On November 30, 2021, we entered

into a convertible promissory note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

We 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, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

On November 30, 2021,

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

agreed to loan us up to an aggregate principal amount of $1,500,000.

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

the promissory note was amended and restated in the aggregate principal amount of up to $1,000,000.

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

On May 31, 2023, the promissory note was amended and restated

in the aggregate principal amount of up to $1,000,000.

On March 28, 2025, the A&R Note in the aggregate principal amount of up to

$1,000,000 was amended to be due on the earlier of:

(i) February 11, 2026;

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

or (iii) the effective date of a liquidation

of the Company.

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

See “ Liquidity and Capital Resources .”

Contractual Obligation

We do not have any long-term debt obligations,

capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described above.

We do not have any long-term

debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described

Critical Accounting Estimates

The preparation

of these 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 financial

statements and the reported amounts of expenses during the reporting period.

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.

identified the following as our critical accounting policies:

of Working Capital Loan Option

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

assumptions about future values of the Company’s warrants.

Significant variations in these assumptions could have a material impact

to the consolidated condensed financial statements.

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.

identified any critical accounting estimates:

Significant Accounting Policies

Fair Value of Working Capital Loan Option

At December 31, 2022, we

utilized an internal model to determine the fair value of the Working Capital Loan Option using observable and unobservable assumptions

about future values of the Company’s warrants.

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

On May 31, 2023, Richard Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into

At March 31, 2024 and December 31, 2023, the Working Capital Loan Option no longer existed.

Non-Redemption Agreements

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.

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.

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

agreement expense in accordance with SAB Topic 5T.

We utilized a model to determine

the fair value of the Non-Redemption Agreements using observable and unobservable assumptions about current and anticipated events.

assumptions include the probability and timing of consummating a business combination.

Significant variations in these assumptions could

have a material impact to the financial statements.

Recent Accounting Pronouncements

See Note 2 to the financial statements

required by Item 1 of this Quarterly Report on Form 10-Q.

In November 2023, the FASB

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

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

segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

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

Early adoption is permitted.

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

on its financial statements and disclosures.

In December 2023, the FASB

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

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

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

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

Early adoption is permitted.

The Company’s management

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

financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2023, we did

not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

The Jumpstart Our Business Startups

Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying

public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised

accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption

of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates

on which adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited consolidated condensed financial

statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective

Additionally, we are in the process

of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions

set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required

to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting

pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies

under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the

PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the

audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items

such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

As of March 31, 2024,

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

The Jumpstart Our Business

Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for

qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, the financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the

process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain

conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not

be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial

reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public

companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted

by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about

the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related

items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

to median employee compensation.

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are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative

Disclosures About Market Risk

We are a smaller reporting company

as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

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 2. Management’s Discussion and Analysis