What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-10-21 · 315 added, 352 removed, 973 unchanged (41% of the section changed)

13 unchanged sentences

Total liabilities

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

Class A ordinary shares subject to possible redemption, 2,000,638 and 4,196,485 shares at redemption value of $ 11.02 and $ 10.74 as of June 30, 2024 and December 31, 2023, respectively

Shareholders’ deficit:

4 unchanged sentences

200,000,000 shares authorized;

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

no shares issued or outstanding, excluding 2,000,638 and 4,196,485 shares subject to possible redemption as of June 30, 2024 and December 31, 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

13 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

For the Three Months Ended

For the Six Months Ended

2023 (Restated)

Operating costs

1 unchanged sentence

( 1,494,315 )

Other income:

Other income (expense):

Trust dividend income

5 unchanged sentences

Total other income, net

$ ( 333,546 )

Net income (loss)

$ ( 1,154,310 )

Weighted average redeemable shares outstanding

Basic and diluted net loss per redeemable share

Basic and diluted net income (loss) per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net loss per non-redeemable ordinary share

Basic and diluted net income (loss) per non-redeemable ordinary share

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2024

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

8 unchanged sentences

( 2,659,669 )

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

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2024

$ ( 14,694,331 )

$ ( 2,705,375 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

2023 (RESTATED)

Ordinary Shares

8 unchanged sentences

Equity contribution from Non-Redemption Agreements

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

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

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

Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement

( 2,014,519 )

3 unchanged sentences

( 3,461,846 )

Capital contribution from Sponsor

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2023

$ ( 14,408,632 )

$ ( 2,795,657 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

$ ( 1,154,310 )

$ ( 2,014,519 )

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

13 unchanged sentences

Capital contribution from Sponsors

Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement

Borrowings under the promissory note

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

Proceeds from promissory note to related party

9 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Equity contribution from Non-Redemption Agreements

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

Remeasurement of Class A ordinary shares subject to possible redemption

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

The accompanying notes are an integral part of

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

June 30, 2024

Note 1 — Organization and Business

9 unchanged sentences

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

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

commenced any operations.

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

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

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

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

As of June 30, 2024, the Company had not yet commenced

any operations.

All activity through June 30, 2024, relates to the Company’s formation and the Initial Public Offering (“IPO”)

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

The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsors are Crown PropTech

168 unchanged sentences

and the Transactions may be abandoned at any time prior to the effective time of the Merger, as follows:

mutual written consent of SPAC and Lancaster;

either Lancaster or SPAC if the Closing has not occurred by March 11, 2026 (and no material breach of the Business Combination Agreement

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

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

which has become final and nonappealable and has the effect of making consummation of the Transactions illegal or otherwise preventing

or prohibiting consummation of the Transactions;

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

SPAC if the Selling Shareholder does not approve the Transactions;

SPAC if the Companies fail to deliver either of the Technical Report Summary or Lancaster’s 2024 and 2023 audited financial statements

on or before August 31, 2025;

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

rescue or other similar proceedings or (ii) a liquidator, administrator, restructuring officer, or similar person is appointed on behalf

of a Company;

either the Companies or SPAC upon a material breach of any representation, warranty, covenant, or agreement on the part of the other

in the Business Combination Agreement or in any other agreements relating to the Transactions and such breach is not cured within thirty

(30) days following receipt of a written notice of such breach;

written notice from Lancaster to SPAC if the closing of a convertible note transaction between Lancaster and CIIG Management III LLC,

a Delaware limited liability company and an existing sponsor of SPAC (“CIIG III”), which is conditioned on the public filing

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

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,

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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:

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;

1 unchanged sentence

not transfer any shares in any Company held directly or indirectly by the Selling Shareholder, subject to certain exceptions.

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

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

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

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

This Shareholder Support

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

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

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:

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;

1 unchanged sentence

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.

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 released.

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.

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 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:

7 unchanged sentences

● 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).

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.

In connection and concurrently with the Closing,

PubCo, SPAC, and Continental Stock Transfer & Trust Company (the “Warrant Agent”) will enter into an assignment, assumption

and amendment agreement to the existing warrant agreement, dated February 8, 2021, between SPAC and Warrant Agent to provide holders of

the SPAC’s warrants with warrants to purchase Pubco ordinary shares.

Shareholder Meetings

32 unchanged sentences

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

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

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

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

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

Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A ordinary shares exercised their right

to redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, $ 23,724,846 (approximately $ 10.80 per

share) was withdrawn from the Trust Account to redeem such shares.

Following the redemptions, there were 2,000,638 Class A ordinary

shares issued and outstanding.

The February 9, 2024 Non-Redemption Agreements

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

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

In connection with the vote to approve the February

9, 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A ordinary shares

exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, $ 23,724,846

(approximately $ 10.80 per share) was withdrawn from the Trust Account to redeem such shares.

Following the redemptions, there were 2,000,638

Class A ordinary shares issued and outstanding.

Liquidity, Capital Resources and Going Concern

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

As of June 30, 2024, the Company had cash outside

the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 2,705,361 .

2 unchanged sentences

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

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

As of June 30, 2024, none of the amount in the Trust Account

was available to be withdrawn as described above.

Through March 31, 2024, the Company’s liquidity

Through June 30, 2024, the Company’s liquidity

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

2 unchanged sentences

The Company has incurred and expects to continue

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

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

The Company lacks the financial resources it needs to sustain

8 unchanged sentences

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

In connection with the Company’s assessment of going concern

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

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

Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

The Company has until March 11,

2026, or by the end of any extension to the Combination Period, to consummate a Business Combination.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern for a period of time within one year from the date that the financial

statements are issued.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent

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

after March 11, 2026.

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.

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.

Risks and Uncertainties

31 unchanged sentences

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:

statements as of and for the periods ended June 30, 2023 (the impacted period) 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.

For the six months ended June 30, 2023, 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 in the statement of operations

for the six months ended June 30, 2023.

For the three months ended June 30, 2023, there was no impact to the statement of changes in shareholders’

deficit or the statement of operations for this restatement.

The transaction was determined to be a transfer

8 unchanged sentences

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.

For the six months ended June 30,

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 for the six months ended June 30, 2023.

For the three

months ended June 30, 2023, there was no impact to the statement of changes in shareholders’ deficit or the statement of operations

for this restatement.

The Crown PropTech Sponsor’s debt forgiveness

5 unchanged sentences

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’

For the six months

ended June 30, 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 for the six months ended June 30, 2023.

For the three months ended June 30, 2023, there was

no impact to the statement of changes in shareholders’ deficit or the statement of operations for this restatement.

The Securities Assignment Agreement does

2 unchanged sentences

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

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

of the consideration transferred to the third party at settlement.

This treatment reflects the substance of a stockholder-funded Company

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

related GAAP references.

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

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

or related party disclosures in SEC filings.

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

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

In addition to the restatements of the above items,

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

were restated, resulting in no change in accumulated deficit.

The restatement related to a securities assignment agreement dated January

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

deficit with an offset in the same amount.

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

financial statements under SAB 5T.

The impact of the restatement on the Company’s

financial statements is reflected in the following tables:

Balance Sheet September 31, 2023

financial statements as a decrease to the relevant gain from settlement of payables 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.

In addition to the restatements of

the above items, for the six months ended June 30, 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 June 30, 2023 Form 10-Q filed with the SEC on August 14, 2023, the company recognized $ 2,837,593

in accumulated deficit with an offset in the same amount.

For the three months ended June 30, 2023, there was no impact to the statement

of changes in shareholders’ deficit for this restatement.

Upon further review, management determined the transaction did not warrant

recognition in the financial statements under SAB 5T.

The impact of the restatement on the Company’s financial statements

is reflected in the following tables:

Balance Sheet June 30, 2023

Additional Paid-in Capital

Accumulated Deficit

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

Operating costs

Loss from Operations

Settlement of payables

Non-redemption agreement expense

Total other income, net

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

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

Non-redemption agreements

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

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

Total Additional Paid-in Capital

CIIG Securities Assignment Agreement

Excess value of CIIG Securities Assignment Agreement

Total Accumulated Deficit

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

Non-redemption agreement expense

Settlement of payables

Accounts payable

Net cash used in operating activities

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

Net cash used in financing activities

$ ( 12,649,985 )

$ ( 1,758,647 )

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

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

Balance Sheet June 30, 2023

Additional Paid-in Capital

Accumulated Deficit

$ ( 14,408,632 )

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

1 unchanged sentence

Loss from Operations

$ ( 335,774 )

$ ( 317,546 )

Settlement of payables

3 unchanged sentences

Loss from Operations

$ ( 1,249,503 )

$ ( 244,812 )

$ ( 1,494,315 )

Settlement of payables

$ ( 357,335 )

Non-redemption agreement expense

$ ( 1,156,500 )

Total other income, net

$ ( 1,513,835 )

$ ( 1,758,647 )

$ ( 1,154,310 )

Basic and diluted net income per redeemable share

2 unchanged sentences

Non-redemption agreements

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

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

$ ( 1,156,500 )

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

Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement

Total Additional Paid in Capital

CIIG Securities Assignment Agreement

$ ( 2,837,593 )

Excess value of CIIG Securities Assignment Agreement

( 2,837,593 )

$ ( 1,758,647 )

$ ( 1,154,310 )

Total Accumulated Deficit

$ ( 12,649,985 )

$ ( 1,758,647 )

$ ( 14,408,632 )

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

$ ( 1,758,647 )

$ ( 1,154,310 )

Non-redemption agreement expense

Settlement of payables

$ ( 777,871 )

$ ( 420,536 )

Accounts payable

Net cash used in operating activities

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

Net cash used in financing activities

$ ( 509,861 )

$ ( 263,040 )

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

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

Balance Sheet March 31, 2023

Additional Paid-in Capital

Accumulated Deficit

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

Operating costs

Loss from operations

Settlement of payables

Non-redemption agreement expense

Total other income, net

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

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

Non-redemption agreements

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

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

Total Additional Paid in Capital

CIIG Securities Assignment Agreement

Excess value of CIIG Securities Assignment Agreement

$ ( 772,901 )

Total Accumulated Deficit

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

Non-redemption agreement expense

Settlement of payables

Net cash used in operating activities

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

Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement

Net cash used in financing activities

3 unchanged sentences

Equity contribution from Non-Redemption Agreements

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

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

Note 3 — Significant

3 unchanged sentences

statements are presented in U.S.

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

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

In the opinion of management, the unaudited

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

of the balances and results for the periods presented.

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

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

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information

and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which

include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

results for the three and six months ended June 30, 2024 are not necessarily indicative of the results that may be expected through December 31,

The accompanying unaudited condensed financial

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

The Company did not have any cash equivalents

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

The Company had $ 425 and $ 652 of cash and no

cash equivalents as of June 30, 2024 and December 31, 2023.

Investments Held in Trust Account

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

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

Such securities are presented on the balance sheets

at fair value at the end of the reporting period.

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

statements of operations.

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

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

in connection with redemptions.

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

from the Trust Account in connection with redemptions.

As of June 30, 2024 and December 31, 2023, the

Trust Account had $ 22,047,210 and $ 45,065,840 held in marketable securities, respectively.

Such securities are presented on the balance

sheets at fair value at the end of the reporting period.

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

the accompanying statements of operations.

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

market information.

During the three and six months ended June 30, 2024, the Company withdrew $ 0 and $ 23,724,846 , respectively, of principal

and interest income from the Trust Account in connection with redemptions.

During the three and six months ended June 30, 2023, the

Company withdrew $ 0 and $ 238,305,063 , respectively, of principal and interest income from the Trust Account in connection with redemptions.

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

connection with redemptions.

Concentration of Credit Risk

2 unchanged sentences

Depository Insurance Coverage of $ 250,000 .

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

Class A Ordinary Shares Subject to Possible

At June 30, 2024 and December 31, 2023, the Company has not experienced losses on this

Class A Ordinary Shares Subject

to Possible Redemption

The Company accounts for its Class A ordinary

8 unchanged sentences

occurrence of uncertain future events.

Accordingly, as of March 31, 2024 and December 31, 2023, 2,000,638 and 4,196,485 , respectively,

Accordingly, as of June 30, 2024 and December 31, 2023, 2,000,638 and 4,196,485 , respectively,

shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of

the shareholders’ deficit section of the Company’s balance sheets.

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

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

Ordinary shares subject to possible redemption, December 31, 2022

$ 279,998,549

( 23,403,515 )

( 238,305,063 )

Remeasurement of carrying value to redemption value

As of June 30, 2024 and December 31, 2023,

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

Ordinary shares subject to possible redemption, December 31, 2023

3 unchanged sentences

Ordinary shares subject to possible redemption, March 31, 2024

Net Loss per Ordinary Shares

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2024

Net Income (Loss) per Ordinary Shares

The Company has two classes of shares, which are

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

Losses are shared pro rata between

the two classes of shares.

Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50 per share were issued

on February 11, 2021.

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

The calculation of diluted

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

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

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

For the three months ended March 31,

2023 (restated)

Earnings and losses are shared

pro rata between the two classes of shares.

Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50

per share were issued on February 11, 2021.

No warrants were exercised during the six months ended June 30, 2024 and 2023.

The calculation

of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii)

exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of

future events.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for

For the Three Months Ended

For the Six Months Ended

Non-redeemable

Basic and diluted net loss per share

Allocation of net loss including remeasurement of temporary equity

$ ( 233,848 )

Non-redeemable

Basic and diluted net income (loss) per share

Allocation of net income (loss)

$ ( 660,808 )

1 unchanged sentence

Weighted-average shares outstanding

Basic and diluted net loss per share

Basic and diluted net income (loss) per share

Share Based Compensation

36 unchanged sentences

the amounts due under the Working Capital Loan into warrants.

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

At June 30, 2024 and December 31, 2023, the Working Capital Loan Option

no longer existed.

1 unchanged sentence

is a debt modification.

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

Given the warrants had no significant value at the time of the debt modification, there is no effect on the Company’s

financial statements for the debt modification.

The Company accounts for income taxes under ASC

11 unchanged sentences

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

As of March 31, 2024 and December

As of June 30, 2024 and December

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

12 unchanged sentences

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.

The Company’s management has determined 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,

5 unchanged sentences

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.

The Company’s management has determined the adoption

of ASU 2023-09 will not have a material impact on its financial statements and disclosures.

Management does not believe that any recently

4 unchanged sentences

the Company from Crown PropTech Sponsor in a private transaction.

As the transaction is between the previous Sponsor

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

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

As the transaction is between the Crown PropTech

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

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

In association with the Securities Assignment

2 unchanged sentences

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

value of the operating expenses paid by the previous Sponsor.

value of the operating expenses paid by the Crown PropTech Sponsor.

Non-Redemption Agreements (Restated)

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

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

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

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

to $ 375,981 or $ 0.81 per share.

Each Non-Redeeming Investor acquired from the

31 unchanged sentences

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

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

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

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

of the Company to CIIG.

On January 17, 2023, CIIG entered into the

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

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

shares of the Company to CIIG.

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

14 unchanged sentences

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

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

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

At June 30, 2024 and December 31, 2023, the Company

reported $ 1,147,919 and $ 915,419 as due to related party on the balance sheets, respectively.

Administrative Support Agreement (Restated)

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

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

Upon completion of the initial Business

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

On January 17, 2023, Crown PropTech

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

At March 31, 2024 and

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

At March 31, 2024 the Company

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

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

Commencing on the date of the IPO, the Company

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

Upon completion

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

On January 17,

2023, Crown PropTech Sponsor agreed to waive all amounts due under the administrative support agreement and cease charging future fees.

At June 30, 2024 and December 31, 2023, there were no fees reported on the condensed balance sheets as due to related party.

For the three

and six months ended June 30, 2024 and 2023, no amounts were incurred for these services.

Working Capital Loans

60 unchanged sentences

Settlement of Payables (Restated)

For the period ended March 31, 2024 and December

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

405 “Liabilities”.

For the three months ended March 31, 2023, the

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

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

For the three and six months ended June 30,

2023, the Company settled payables for an aggregate of $ 381,772 and $ 759,643 , respectively, due to vendors and related parties and

reported these amounts in accordance with ASC Topic 405 “Liabilities”.

The settlement of the payables is reported on the

statements of operations and statements of changes in shareholders’ deficit with $ 381,772 and $ 420,536 , respectively, reported

in the statement of operations for the three and six months ended June 30, 2023.

Included in the settled payables for the six months

ended June 30, 2023 was $ 339,107 with a related party in relation to the Administrative Services Agreement.

For the three and six

months ended June 30, 2023, $ 0 and $ 339,107 , respectively, was recognized 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.

There were no settled payables for the three or six months ended June 30, 2024.

Note 8 — Shareholders’ Deficit

1 unchanged sentence

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

At March 31, 2024 and December 31,

As of June 30, 2024 and December 31,

2023, there were no preference shares issued or outstanding.

1 unchanged sentence

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

At March 31, 2024 and

At June 30, 2024 and

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

2 unchanged sentences

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

At March 31, 2024 and

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

At June 30, 2024 and December

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

Holders of Class A ordinary shares and

48 unchanged sentences

extent an exemption is not available.

Once the warrants become exercisable, the Company

may redeem the Public Warrants for redemption:

whole and not in part;

a price of $ 0.01 per warrant;

not less than 30 days’ prior written notice of redemption;

each warrant holder;

and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three

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

Once the warrants become exercisable, the Company may redeem the Public

Warrants for redemption:

in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption;

to each warrant holder;

● if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable

44 unchanged sentences

These tiers include:

defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices

for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Recurring Fair Value Measurements

12 unchanged sentences

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

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

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

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

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

At March 31, 2024 and December 31,

2023, the Working Capital Loan Option no longer existed.

At June 30, 2024 and December 31, 2023, there was insufficient

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

The following table presents fair value information

1 unchanged sentence

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

March 31, 2024

June 30, 2024

Investments held in Trust Account

71 unchanged sentences

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

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

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

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

Pursuant to the Non-Redemption Agreements,

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

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

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

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

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

Pursuant to the Non-Redemption Agreements, CIIG has agreed

to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary

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

Beginning on May 6, 2025, and continuing until

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

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

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

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

Pursuant to the Non-Redemption Agreements,

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

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

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

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

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

Pursuant to the Non-Redemption Agreements, CIIG has agreed

to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary

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

Financial Advisor Service Agreement

5 unchanged sentences

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

the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination

are $15.0 million, or less, Jett Capital shall receive a cash transaction fee equal to $2.5 million with $500,000 of the cash transaction

fee paid at close of the Business Combination, and $2.0 million of the cash transaction fee deferred and payable upon close of the first

offering completed by Mkango following the Business Combination.

the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination

are greater than $15.0 million, but less than $25.0 million, Jett Capital shall receive a cash transaction fee equal to $2.5 million

with the cash transaction fee paid at close of the Business Combination equal to 50% of every dollar in proceeds (net of offering fees)

above $15.0 million paid in cash up to a total of $2.5 million and any remaining balance owed on the $2.5 million cash transaction fee

deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination

are equal to or greater than $25.0 million, but less than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5

million with $2.5 million of the cash transaction fee paid at close of the Business Combination.

and $2.0 million of the cash transaction

fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination

are equal to greater than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million at close of the Business

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;

17 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements