What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-10-31 compared with 2025-10-21 · 217 added, 225 removed, 554 unchanged (44% of the section changed)

26 unchanged sentences

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”).

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

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

The registration statement

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

On February 11, 2021, we consummated

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

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

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

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

inclusive of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the

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

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

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

Upon the closing of the IPO and the Private

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

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

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”).

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

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

The registration statement for our initial public

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

On February 11, 2021, we consummated the IPO of 27,600,000

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

over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public

Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00

per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive

of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, we

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

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

Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the Private Placement,

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

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

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

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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

Change in Management, Sponsor and Board of

On January 17, 2023,

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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.

Following the

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

Associated with the August

156 unchanged sentences

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;

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);

119 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.

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.

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

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.

There were no settled payables for the three or six

months ended June 30, 2024.

Restatement of Previously Issued Financial

1 unchanged sentence

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.

issued interim financial 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 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

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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.

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.

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

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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’

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 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 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.

1 unchanged sentence

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 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.

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

in the financial statements under SAB 5T.

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.

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

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).

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.

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 June 30, 2024, we had

net income of $235,525 driven by income in our trust account of $281,231, partially offset by $45,706 of operating costs.

For the three months ended June 30, 2023, we had

net income of $860,209 (as restated) driven by a change in fair value of warrant liability of $284,266, income in our trust account for

$511,717 and settled payables and amounts due to related parties of $381,772 (as restated), partially offset by $317,546 of operating

costs (as restated).

For the six months ended June 30, 2024, we had

a net loss of $98,021 driven by non-redemption agreement expense of $375,981 and $428,256 of operating costs partially offset by income

in our trust account for $706,216.

For the six months ended June 30, 2023, we had

a net loss of $1,154,310 (as restated) driven by $1,494,315 of operating costs (as restated), non-redemption agreement expense of $1,156,500

(as restated) and a change in fair value of warrant liability of $1,137,067, partially offset by income in our trust account of $2,213,036

and settled payables and amounts due to related parties of $420,536 (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.

On February 11, 2021, we consummated our

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

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

The Units were sold, generating gross proceeds of $276,000,000.

$276,000,000.

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

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

to the Company of $7,520,000.

Following the IPO, the sale

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

was placed in the Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting

as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available

for working capital purposes.

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred

underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.

In December 2022,

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

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

bearing and due on the earlier 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 was placed in the

Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and

we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting

fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.

In December 2022, the underwriters

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

For the six months ended June 30, 2024, cash used

in operating activities was $232,727, resulting from a net loss of $98,021 which was impacted by non-redemption agreement expense of $375,981,

trust dividend income of $706,216 and changes in operating assets and liabilities of $195,529.

For the six months ended June 30, 2023,

cash used in operating activities was $772,901 (as restated), resulting from a net loss of $1,154,310 (as restated) which was impacted by

unrealized loss on change in fair value of warrant liabilities of $1,137,067, non-redemption agreement expense of $1,156,500 (as

restated), trust dividend income of $2,213,036 and changes in operating assets and liabilities of $300,878 (as restated).

As of June 30, 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 $2,705,361

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.

As of June 30, 2024 and December 31,

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

Through June 30, 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.

Chera agreed to loan us up to an

aggregate principal amount of $1,500,000 (the “Convertible Note”).

The Convertible Note was non-interest bearing and due on

the earlier of:

(i) 12 months from the date thereof or (ii) the date on which we consummate a business combination.

If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible

not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible Note;

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

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

to be due on the earlier of:

(i) February 11, 2024;

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

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

Additionally, due to a waiver by Mr.

Chera, the A&R Note no longer

provides for the Conversion Right.

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:

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:

(i) February 11, 2024;

(ii) the date

on which the Company consummates a Business Combination;

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

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

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

13 unchanged sentences

In connection with the Company’s

assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,”

assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update

(“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company

57 unchanged sentences

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.

As of June 30, 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.

As the waiver of

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

deficit for the settlement of these transactions.

Attorney Fees

17 unchanged sentences

Critical Accounting Estimates

The preparation of

these financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported

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

the reported amounts of expenses during the reporting period.

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 any critical accounting estimates:

We have not 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.

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.

Significant 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

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

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.

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

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.

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,

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.

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

2 unchanged sentences

Off-Balance Sheet Arrangements

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

As of June 30, 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

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 condensed 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.

6 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 2. Management’s Discussion and Analysis