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Item 1. Financial Statements

2025-11-07 compared with 2025-10-31 · 221 added, 190 removed, 1098 unchanged (27% of the section changed)

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CONDENSED BALANCE SHEETS

September 30,

Current assets:

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Total liabilities

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

Class A ordinary shares subject to possible redemption, 513,613 and 4,196,485 shares at redemption value of $ 11.17 and $ 10.74 as of September 30, 2024 and December 31, 2023, respectively

Shareholders’ deficit:

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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 June 30, 2024 and December 31, 2023, respectively

no shares issued or outstanding, excluding 513,613 and 4,196,485 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively

Class B ordinary shares, $ 0.0001 par value;

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For the Three Months Ended

For the Six Months Ended

2023 (Restated)

September 30,

For the Nine Months Ended

September 30,

2023 (Restated)

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Change in fair value of warrant liabilities

( 1,137,067 )

Settlement of payables

Total other income, net

Net income (loss)

Net (loss) income

$ ( 161,227 )

$ ( 259,248 )

$ ( 203,644 )

Weighted average redeemable shares outstanding

Basic and diluted net income (loss) per redeemable share

Basic and diluted net (loss) income per redeemable share

Weighted average non-redeemable shares outstanding

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

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

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

Ordinary Shares

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( 2,705,375 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

Balance as of September 30, 2024

$ ( 15,030,275 )

$ ( 2,965,978 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2023 (RESTATED)

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( 2,795,657 )

Remeasurement of ordinary shares subject to redemption value

Balance as of September 30, 2023

$ ( 14,027,008 )

$ ( 2,414,033 )

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

$ ( 259,248 )

$ ( 203,644 )

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

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

Working Capital loan borrowings

Borrowings under the promissory note

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2024

September 30, 2024

Note 1 — Organization and Business

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

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.

As of September 30, 2024, the Company had not

yet commenced any operations.

All activity through September 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 Company’s sponsors are Crown PropTech

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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.

August 9, 2024

On August 9, 2024, the Company’s shareholders

approved an amendment to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to extend

the date by which the Company must consummate an initial Business Combination from August 11, 2024 to May 11, 2025 (the “August

2024 Extension Proposal”).

In connection with the vote to approve the August

2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A ordinary shares exercised

their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).

As a result, $ 16,484,256

(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.

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

Following the redemptions,

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

Associated with the August 9, 2024 Extraordinary

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

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

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

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

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

General Meeting.

The August 2024 Non-Redemption Agreements provide

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

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

August 9, 2024 Extraordinary General Meeting.

Liquidity, Capital Resources and Going Concern

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 .

All remaining cash held in the

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

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

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

was available to be withdrawn as described above.

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

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

from the Sponsors of $ 673,418 .

As of September 30, 2024, the Company had cash outside the Trust Account

of $ 425 available for working capital needs and working capital deficit of $ 2,965,964 .

All remaining cash held in the Trust Account is

generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business

Combination or to redeem Class A ordinary shares.

As of September 30, 2024, none of the amount in the Trust Account was available

to be withdrawn as described above.

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

contributions from the Sponsors of $ 673,418 .

The Company has incurred and expects to continue

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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 June 30, 2023 (the impacted period) should be restated to correct the accounting for the below

transactions:

statements as of and for the periods ended September 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

For the nine months ended September 30, 2023, the Company reported

the impact in the statement of changes in shareholders’ deficit.

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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.

for the nine months ended September 30, 2023.

For the three months ended September 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

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

During the three month period ended March 31,

During the nine month period ended September 30, 2023,

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

For the six months ended June 30,

For the nine months ended September 30,

2023, the Company reported this amount as a component of total other income, net on the statement of operations.

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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.

equity contribution on the statement of changes in shareholders’ deficit for the nine months ended September 30, 2023.

the three months ended September 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

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

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

as an increase to additional paid-in capital.

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

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

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

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

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.

For the nine months

ended September 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 nine months ended September 30, 2023.

For the three months ended September

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

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

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

The legacy expenses paid on the Company’s behalf by a principal shareholder 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

This treatment reflects the substance of a shareholder-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 addition to the restatements of the above items,

for the nine months ended September 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

In the Company’s September 30, 2023 Form 10-Q filed with the SEC on March 31, 2025, 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

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

of changes in shareholders’ deficit for this restatement.

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is reflected in the following tables:

Balance Sheet June 30, 2023

Balance Sheet September 30, 2023

Additional Paid-in Capital

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$ ( 14,027,008 )

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

Operating costs

Loss from Operations

$ ( 335,774 )

$ ( 317,546 )

Settlement of payables

Total other income, net

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

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

Operating costs

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Basic and diluted net income per non-redeemable share

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

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

Non-redemption agreements

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$ ( 14,027,008 )

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

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

$ ( 1,758,647 )

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

Note 3 — Significant

Accounting Policies

Note 3 — Significant Accounting Policies

Basis of Presentation

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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,

results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected through

December 31, 2024.

The accompanying unaudited condensed financial

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

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

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

Investments Held in Trust Account

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.

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

the Trust Account had $ 5,737,671 and $ 45,065,840 held in marketable securities, respectively.

Such securities are presented on the balance

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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.

During the three and nine months ended September 30, 2024, the Company withdrew $ 16,484,256 and $ 40,209,102 , respectively,

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

During the three and nine months ended September

30, 2023, the Company withdrew $ 0 and $ 238,305,063 , respectively, of principal and interest income from the Trust Account in connection

with redemptions.

During the 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

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Depository Insurance Coverage of $ 250,000 .

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

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

this account.

Class A Ordinary Shares Subject

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occurrence of uncertain future events.

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

Accordingly, as of September 30, 2024 and December 31, 2023, 513,613 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 June 30, 2024 and December 31, 2023,

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

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

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Ordinary shares subject to possible redemption, June 30, 2024

Net Income (Loss) per Ordinary Shares

( 1,487,025 )

( 16,484,256 )

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, September 30, 2024

Net (Loss) Income per Ordinary Shares

The Company has two classes of shares, which are

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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

No warrants were exercised during the three or nine months ended September 30, 2024 and

The calculation of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with

the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent

upon the occurrence of future events.

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

per ordinary share for the periods.

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Non-redeemable

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Non-redeemable

Basic and diluted net income (loss) per share

Allocation of net income (loss)

Basic and diluted net (loss) income per share

Allocation of net (loss) income

$ ( 136,922 )

$ ( 199,928 )

$ ( 106,334 )

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Basic and diluted net (loss) income per share

Share Based Compensation

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the amounts due under the Working Capital Loan into warrants.

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

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

no longer existed.

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

As of June 30, 2024 and December

As of September 30, 2024 and December

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

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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.

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

In association with the Securities Assignment

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to $ 375,981 or $ 0.81 per share.

Beginning on August 8, 2024, and continuing until

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

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

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

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

Pursuant to the Non-Redemption Agreements, CIIG has agreed

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

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

The Company estimated the aggregate fair value of the 115,287

Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 75,341 or $ 0.65 per share.

Each Non-Redeeming Investor acquired from the

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

On January 17, 2023, CIIG entered into the

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

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

shares of the Company to CIIG.

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

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 by CIIG for the class B ordinary shares and private placement warrants was $ 21,717 .

Crown PropTech Sponsor, CIIG and the

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

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.

Additionally, in August 2024, CIIG paid certain expenses on behalf

of the Company aggregating $ 30,756 .

At September 30, 2024 and December 31, 2023, the

Company reported $ 1,178,675 and $ 915,419 as due to related party on the balance sheets, respectively.

Administrative Support Agreement (Restated)

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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.

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

the three and nine months ended September 30, 2024 and 2023, no amounts were incurred for these services.

Working Capital Loans

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

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

The Convertible Note was

non-interest bearing and due on the earlier of:

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

a Business Combination.

If the Company does not consummate a Business Combination, the Company 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 the Company

does not consummate the Business Combination.

Up to $ 1,500,000 of the Convertible Note may be converted into warrants at a price of $ 1.50

per warrant at the option of Mr.

Chera agreed to

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

The Convertible Note was non-interest

bearing and due on the earlier of:

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

If the Company does not consummate a Business Combination, the Company 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 the Company does

not consummate the Business Combination.

Up to $ 1,500,000 of the Convertible Note may be converted into warrants at a price of $ 1.50 per

warrant at the option of Mr.

Chera (the “Conversion Right”).

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Settlement of Payables (Restated)

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.

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

For the three and nine months ended September

30, 2023, the Company settled payables for an aggregate of $ 0 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 $0 and $ 420,536 , respectively, reported in the statement of

operations for the three and nine months ended September 30, 2023.

Included in the settled payables for the nine months ended September

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

For the three and nine months ended September

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 nine months ended September 30, 2024.

Note 8 — Shareholders’ Deficit

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

As of June 30, 2024 and December 31,

As of September 30, 2024 and December

31, 2023, there were no preference shares issued or outstanding.

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

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,

At September 30, 2024

and December 31, 2023, there were no shares issued and outstanding (excluding 513,613 and 4,196,485 shares subject to possible redemption,

respectively).

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

At June 30, 2024 and December

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

At September 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

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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.

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.

If and when the warrants become redeemable

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These tiers include:

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.

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.

Recurring Fair Value Measurements

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

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.

At September 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

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

June 30, 2024

September 30, 2024 Level 1 Level 2 Level 3

Investments held in Trust Account $ 5,737,671 $ —

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

Shareholder Meetings

August 9, 2024

On August 9, 2024, the Company’s shareholders

approved an amendment to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to extend

the date by which the Company must consummate an initial Business Combination from August 11, 2024 to May 11, 2025 (the “August

2024 Extension Proposal”).

In connection with the vote to approve the August

2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A ordinary shares exercised

their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).

As a result, $ 16,484,256

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

Following the redemptions,

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

Associated with the August 9, 2024 Extraordinary

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

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

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

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

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

General Meeting.

The August 2024 Non-Redemption Agreements provide

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

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

August 9, 2024 Extraordinary General Meeting.

Shareholder Meeting

On May 9, 2025, the Company’s shareholders

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Non-Redemption Agreements

Beginning on August 8, 2024, and continuing until

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

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

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

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

Pursuant to the Non-Redemption Agreements, CIIG has agreed

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

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

Beginning on May 6, 2025, and continuing until

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

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.

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

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

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

offering completed by Mkango following the Business Combination.

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

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

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

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

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

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

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

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

and $2.0 million of the cash transaction

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

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

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

Offering Fee;

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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