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Item 1. Business

2025-12-03 compared with 2025-09-12 · 942 added, 1063 removed, 20 unchanged (99% of the section changed)

PropTech Acquisitions (“Crown,” “us,” “we” or the “Company”) is a blank check company

incorporated as a Cayman Islands exempted company on September 24, 2020.

The Company was incorporated 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”).

The Company is not limited to a particular industry or sector for purposes of consummating a

business combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks

associated with early stage and emerging growth companies.

of December 31, 2023, the Company had not commenced any operations.

All activity for the year ended December 31, 2023

relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since closing of

the Initial Public Offering, the search for a prospective initial business combination.

The Company will not generate any operating revenues

until after the completion of a business combination, at the earliest.

The Company generates non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

Company’s sponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company

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

the “sponsors”).

Crown PropTech Acquisitions

(“Crown,” “us,” “we” or the “Company”) is a blank check company incorporated as a Cayman

Islands exempted company on September 24, 2020.

The Company was incorporated 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”).

The Company is not limited to a particular industry or sector for purposes of consummating a business combination.

The Company is an early

stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth

As of December 31, 2024,

the Company had not commenced any operations.

All activity for the year ended December 31, 2024 relates to the Company’s

formation and the initial public offering (“Initial Public Offering”), and since closing of the Initial Public Offering, the

search for a prospective initial business combination.

The Company will not generate any operating revenues until after the completion

of a business combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering.

The Company’s sponsors

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

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

The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021.

On February 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (including 3,600,000 units purchased

by the underwriters pursuant to their over-allotment option) (the “Units” and, with respect to the Class A ordinary

shares included in the Units that were offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $276,000,000,

and incurring offering costs of approximately $15,710,090, inclusive of $5,520,000 in underwriting commissions, approximately $9,660,000

in deferred underwriting commissions (Note 6), and $530,090 of other offering costs.

As discussed below, in December 2022, the underwriters

elected to waive their right to receive any deferred underwriting commissions.

Simultaneously

with the consummation of the Initial Public Offering, the Company consummated a 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, generating gross proceeds of $7,520,000.

The Private Placement Warrants were sold to

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

(collectively, the “Anchor

The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering,

except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they

continue to be held by the initial purchasers or their permitted transferees.

the closing of the Initial Public Offering and the Private Placement, $276,000,000 ($10.00 per Unit) of the net proceeds of the sale

of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“trust account”) and

invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940,

as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company

that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7

of the Investment Company Act, as determined by the Company, until the earliest of:

(i) the completion of the initial business combination,

(b) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s fifth

amended and restated memorandum and articles of association, and (c) the redemption of the Company’s Public Shares if the

Company is unable to complete the initial business combination by March 11, 2026 (or within any extended period of time that we may have

to consummate an initial business combination as a result of an amendment to our fifth amended and restated memorandum and articles of

association), subject to applicable law.

The Company obtained shareholders approval to extend the date by which we must consummate an

initial business combination from May 11, 2025 to March 11, 2026, and funds were released from the trust account to redeem certain Public

Shares in connection therewith.

The proceeds deposited in the trust account could become subject to the claims of the Company’s

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

December 14, 2022, RBC Capital Markets, LLC (“RBC”), representative of the underwriters to our Initial Public Offering,

delivered a waiver letter to Crown waiving any entitlement to the payment of any deferred underwriting commissions (in an aggregate amount

of $9,660,000) in connection with its role as underwriter in the Initial Public Offering (the “Underwriter Waiver”).

deferred underwriting commissions were agreed between Crown and the underwriters in the underwriting agreement executed in connection

with our Initial Public Offering and was to be payable to the underwriters from the amounts held in the trust account solely in the event

that the Company completes an initial business combination.

As a result of the Underwriter Waiver, the transaction fees that would have

been payable by Crown at the completion of an initial business combination were reduced by approximately $9.66 million.

January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among the

Crown PropTech Sponsor, CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B

ordinary shares of the Company and 250,667 Private Placement Warrants to purchase Class A ordinary shares of the Company to CIIG.

In connection with entry into the Assignment Agreement, CIIG (i) entered into a letter agreement with the Company and (ii) entered

into a joinder agreement to the registration rights agreement among Crown, Crown PropTech Sponsor and the Anchor Investor dated February 8,

2021 (“Registration Rights Agreement”) entered into in connection with the Company’s Initial Public Offering.

result of the above transactions, as of January 17, 2023, CIIG became co-sponsor with Crown PropTech Sponsor.

on January 31, 2023, and continuing until the Company’s February 9, 2023 extraordinary general meeting of shareholders

(“Extraordinary General Meeting”), the Company and CIIG entered into certain non-redemption agreements and assignments of

economic interests (the “Non-Redemption Agreements”) with certain investors (the “Non-Redeeming Investors”).

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 1,500,000 Class B ordinary shares

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

of 4,000,000 Public 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 ordinary shares in connection with the consummation of an initial business

February 9, 2023, the Company held its Extraordinary General Meeting to vote on the proposal to amend the Company’s first

amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business

combination from February 11, 2023 (which is 24 months from the closing of the Initial Public Offering) to February 11, 2024

(the “2023 Extension Proposal”).

On February 11,

2021, the Company consummated its Initial Public Offering of 27,600,000 units (including 3,600,000 units purchased by the underwriters

pursuant to their over-allotment option) (the “Units” and, with respect to the Class A ordinary shares included in the

Units that were offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $276,000,000, and incurring

offering costs of approximately $15,710,090, inclusive of $5,520,000 in underwriting commissions, approximately $9,660,000 in deferred

underwriting commissions (Note 6), and $530,090 of other offering costs.

As discussed in the Management’s Discussion and Analysis

of Financial Condition and Results of Operations in the Underwriting Agreement paragraph, in December 2022, the underwriters elected to

waive their right to receive any deferred underwriting commissions.

Simultaneously with the consummation

of the Initial Public Offering, the Company consummated a 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, generating gross proceeds of $7,520,000.

The Private Placement Warrants were sold to Crown PropTech Sponsor and certain

funds and accounts managed by subsidiaries of BlackRock, Inc.

(collectively, the “Anchor Investor”).

The Private Placement

Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants

are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers

or their permitted transferees.

Upon the closing of the Initial

Public Offering and the Private Placement, $276,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial

Public Offering and the Private Placement were placed in a trust account (“trust account”) and invested in U.S.

securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment

Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money

market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as

determined by the Company, until the earliest of:

(i) the completion of the initial business combination, (b) the redemption

of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s fifth amended and restated

memorandum and articles of association, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete

the initial business combination by March 11, 2026 (or within any extended period of time that we may have to consummate an initial business

combination as a result of an amendment to our fifth amended and restated memorandum and articles of association), subject to applicable

The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from May

11, 2025 to March 11, 2026, and funds were released from the trust account to redeem certain Public Shares in connection therewith.

proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have

priority over the claims of the Company’s public shareholders.

On January 17, 2023,

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

CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company

and 250,667 Private Placement Warrants to purchase Class A ordinary shares of the Company to CIIG.

In connection with entry into

the Assignment Agreement, CIIG (i) entered into a letter agreement with the Company and (ii) entered into a joinder agreement

to the registration rights agreement among Crown, Crown PropTech Sponsor and the Anchor Investor dated February 8, 2021 (“Registration

Rights Agreement”) entered into in connection with the Company’s Initial Public Offering.

As a result of the above transactions,

as of January 17, 2023, CIIG became co-sponsor with Crown PropTech Sponsor.

Beginning on January 31,

2023, and continuing until the Company’s February 9, 2023 extraordinary general meeting of shareholders (“Extraordinary

General Meeting”), the Company and CIIG entered into certain non-redemption agreements and assignments of economic interests (the

“Non-Redemption Agreements”) with certain investors (the “Non-Redeeming Investors”).

The Non-Redemption Agreements

provide for the assignment of economic interest of an aggregate of 1,500,000 Class B ordinary shares held by CIIG to the Non-Redeeming

Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 4,000,000 Public 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 ordinary shares in connection with the consummation of an initial business combination.

On February 9, 2023,

the Company held its Extraordinary General Meeting to vote on the proposal to amend the Company’s first amended and restated memorandum

and articles of association to extend the date by which the Company must consummate an initial business combination from February 11,

2023 (which is 24 months from the closing of the Initial Public Offering) to February 11, 2024 (the “2023 Extension Proposal”).

At the Extraordinary General Meeting, our shareholders approved the Extension Proposal.

connection with the vote to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s

Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account.

a result, $238,305,063.72 (approximately $10.18 per share) was deducted from the trust account to pay such holders.

As of February 9,

2023, following the redemption of the Public Shares described above, approximately $42,730,488.52 remained in the trust account.

the redemptions, there were 4,196,485 Class A Ordinary Shares issued and outstanding and the 6,900,000 Founder Shares (as defined

below) that remained outstanding represented 62.2% of the Company’s issued and outstanding ordinary shares.

February 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Second Amended

and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination

from February 11, 2024 to August 11, 2024 (the “February 2024 Extension Proposal”).

connection with the vote to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the

Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the

Trust Account (as defined below).

As a result, $23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account

to redeem such shares.

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

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

2024 Non-Redemption Agreements”) with certain investors pursuant to which, if such investors do not redeem (or validly rescind

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

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

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

Shares through the February 9, 2024 Extraordinary General Meeting.

February 2024 Non-Redemption Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $0.0001 per share,

held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the February 9,

In connection with the vote

to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s Class A ordinary

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

As a result, $238,305,063

(approximately $10.18 per share) was deducted from the trust account to pay such holders.

As of February 9, 2023, following the redemption

of the Public Shares described above, approximately $42,730,489 remained in the trust account.

Following the redemptions, there were 4,196,485

Class A Ordinary Shares issued and outstanding and the 6,900,000 Founder Shares (as defined below) that remained outstanding represented

62.2% of the Company’s issued and outstanding ordinary shares.

On February 9, 2024,

the Company’s shareholders approved an amendment to amend and restate the Company’s Second Amended and Restated Memorandum

and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11,

2024 to August 11, 2024 (the “February 2024 Extension Proposal”).

In connection with the vote

to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A

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

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

Following the

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

Associated with the February

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

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

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

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

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

9, 2024 Extraordinary General Meeting.

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”).

connection with the vote to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the

Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the

Trust Account (as defined below).

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

to redeem such shares.

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

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.

August 2024 Non-Redemption Agreements provide for the assignment of up to 115,287 Class B ordinary shares, par value $0.0001 per share,

held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the August 9, 2024

The February 2024 Non-Redemption

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

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

On August 9, 2024, the Company’s

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

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

“August 2024 Extension Proposal”).

In connection with the vote

to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A

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

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

May 9, 2025, the Company’s shareholders approved an amendment to amend and restate the Company’s Fourth Amended and Restated

Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from May

11, 2025 to March 11, 2026 (the “May 2025 Extension Proposal”).

connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s

Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as

defined below).

As a result approximately, $0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to

redeem such shares.

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

with the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025

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

requests on) their Class A ordinary shares of the Company (the “May 2025 Non-Redeemed Shares”) in connection with the May

9, 2025 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately

following the consummation of an initial Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the

May 9, 2025 Extraordinary General Meeting.

May 2025 Non-Redemption Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $0.0001 per share, held

by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary

General Meeting.

Combination Agreement

July 2, 2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”),

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

owned Subsidiary of Lancaster (as defined below) (“Merger Sub”), (iii) Lancaster Exploration Limited, a company organized

under the laws of the British Virgin Islands (“Lancaster”, and from and after the Closing, “PubCo”), and a direct,

wholly owned subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (the “Selling

Shareholder”), (iv) Mkango Polska s.p.

Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary

of Selling Shareholder (“MKA Poland”), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and

a direct, wholly owned subsidiary of Selling Shareholder (“Mkango ServiceCo”), and (vi) MKA Exploration Ltd., a company organized

under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (“MKA BVI”, and

together with Lancaster, MKA Poland and Mkango ServiceCo, the “Companies” and, each, a “Company”) entered into

a business combination agreement (the “Business Combination Agreement”).

Capitalized terms used herein but not defined shall

have the meanings as set forth in the Business Combination Agreement.

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

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

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

Earths Limited,” and its ordinary shares are expected to trade on Nasdaq.

proposed Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”)

are expected to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions

summarized below.

Combination Agreement

Split and Conversion of Securities

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

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

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

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

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

promptly as reasonably practicable after the date of the Business Combination Agreement, the parties will prepare and file with the Securities

and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”), which

will include a prospectus with respect to PubCo’s securities to be issued in connection with the Business Combination Agreement

and a proxy statement to be distributed to SPAC’s public shareholders in connection with SPAC’s solicitation of proxies for

the vote by SPAC’s shareholders with respect to the proposed business combination and other matters to be described in the Registration

Representations

and Warranties

Business Combination Agreement contains customary representations and warranties of the parties, in each case relating to, among other

things, their ability to enter into the Business Combination Agreement and their outstanding capitalization.

The representations and

warranties will not survive the Closing, and the Business Combination Agreement does not provide for indemnification with respect to

any of the representations and warranties of the parties thereto.

Business Combination Agreement contains customary covenants of the parties, including, among others, covenants requiring (i) the parties

to conduct their respective businesses in the ordinary course through the Closing Date, (ii) the parties not to solicit, initiate, submit,

facilitate, discuss or negotiate with third parties regarding alternative transactions and comply with certain related restrictions,

(iii) the parties to prepare, and PubCo to file, the Registration Statement with the SEC and (iv) SPAC and the Companies using commercially

reasonable efforts to execute financing agreements raising $25.75 million or more in aggregate gross proceeds prior to or at the Closing.

Business Combination Agreement provides that, immediately following the Closing, the board of directors of PubCo (i) will consist of

one (1) director designated in writing by SPAC, reasonably acceptable to Lancaster and qualifying as an independent director, and up

to six (6) other directors designated in writing by Lancaster, after consultation with SPAC, and (ii) will be divided into three (3)

classes of directors with staggered terms.

The management team of PubCo immediately following the Closing will consist solely of Lancaster’s

current management team.

Conditions to Closing

Closing will occur within three (3) Business Days following the satisfaction or waiver of all of the closing conditions, or at such other

time or in such other manner as agreed upon by SPAC and the Companies in writing.

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

(i) each of the SPAC Shareholders’ Approval, the Selling Shareholder’s Approval and the Merger Sub Shareholder’s Approval

shall have been obtained;

(ii) the Registration Statement having become effective under the Securities Act;

(iii) PubCo’s initial

listing application with Nasdaq will have been conditionally approved and, immediately following the Closing, PubCo will satisfy any

applicable listing requirements of Nasdaq;

(iv) no governmental authority will have enacted, issued, promulgated, enforced, or entered

any law or governmental order that makes the Closing illegal or otherwise prevents the Closing;

(v) the gross amount of cash available

in SPAC’s trust account following redemptions of SPAC public shares, less certain transaction expense amounts and plus the aggregate

gross amount of Permitted Financing proceeds that have been (or will be) funded, will be not less than $5.0 million;

(vi) certain corporate

actions, including a reorganization of the Companies, having been completed, and (vii) receipt of any required regulatory approvals (including

of the TSX Venture Exchange (“TSX-V”)), and (viii) other customary closing conditions set forth in the Business Combination

Business Combination Agreement may be terminated and the Transactions may be abandoned at any time prior to the effective time of the

Merger, as follows:

mutual written consent of SPAC and Lancaster;

either Lancaster or SPAC if the Closing has not occurred by March 11, 2026 (and no material

breach of the Business Combination Agreement by the party seeking to terminate primarily

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

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

enforced, or entered any governmental order which has become final and nonappealable and

has the effect of making consummation of the Transactions illegal or otherwise preventing

or prohibiting consummation of the Transactions;

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

SPAC if the Selling Shareholder does not approve the Transactions;

SPAC if the Companies fail to deliver either of the Technical Report Summary or Lancaster’s

2024 and 2023 audited financial statements on or before August 31, 2025;

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

administration, restructuring, corporate rescue or other similar proceedings or (ii) a liquidator,

administrator, restructuring officer, or similar person is appointed on behalf of a Company;

either the Companies or SPAC upon a material breach of any representation, warranty, covenant,

or agreement on the part of the other in the Business Combination Agreement or in any other

agreements relating to the Transactions and such breach is not cured within thirty (30) days

following receipt of a written notice of such breach;

written notice from Lancaster to SPAC if the closing of a convertible note transaction between

Lancaster and CIIG Management III LLC, a Delaware limited liability company and an existing

sponsor of SPAC (“CIIG III”), which is conditioned on the public filing of the

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

the Business Combination Agreement is terminated, the Business Combination Agreement will become void and have no effect, without any

liability on the part of any party thereto or its respective affiliates, officers, directors, or shareholders, other than liability of

the Companies or SPAC, as the case may be, for fraud or for any willful and material breach of the Business Combination Agreement occurring

prior to such termination.

Support Agreement

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:

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;

all actions reasonably necessary to consummate the Transactions;

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.

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.

Support Agreement

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:

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;

all actions reasonably necessary to consummate the Transactions, and

transfer or redeem any shares of SPAC’s Founder Shares or SPAC warrants held by them

prior to Closing, subject to certain exceptions.

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

The August 2024 Non-Redemption

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

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

On May 9, 2025, the Company’s

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

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

2025 Extension Proposal”).

In connection with the vote

to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s Class A ordinary

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

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

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

Associated with the May 9,

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

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

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

Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial

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

The May 2025 Non-Redemption

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

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

Business Combination Agreement

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.

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.

Rights and Lock-Up Agreement

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.

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

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:

and SPAC shareholders:

released three months after the Closing Date.

released six months after the Closing Date.

released nine months after the Closing Date.

shareholders:

released twelve months after the Closing Date.

released eighteen months after the Closing Date.

released twenty-four months after the Closing Date.

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).

Assumption and Amendment Agreement

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.

Business Combination

long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses

that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding any deferred

underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement

in connection with our initial business combination.

While we consider it unlikely that our board will not be able to make an independent

determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or

experienced with the target company’s business or if there is a significant amount of uncertainty as to the value of the target

company’s assets or prospects.

If our board of directors is not able to independently determine the fair market value of our initial

business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment

banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm

with respect to the satisfaction of such criteria.

Since any opinion, if obtained, would merely state that the fair market value of the

target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a

target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders.

However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with

a proposed transaction will include such opinion.

anticipate structuring our initial business combination so that the post-business combination company in which our holders of the Public

Shares (“Public Shareholders”) own shares will own or acquire 100% of the equity interests or assets of the target business

or businesses.

We may, however, structure our initial business combination such that the post-transaction company owns or acquires less

than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders

or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more

of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to

be required to register as an investment company under the Investment Company Act.

Even if the post-business combination company owns

or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively

own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the initial

business combination.

For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for

all of the outstanding capital stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling

interest in the target.

However, as a result of the issuance of a substantial number of new shares, our shareholders, immediately prior

to our initial business combination, could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination

company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets

If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value

of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of

a tender offer or for seeking shareholder approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement

regarding an initial business combination without the prior consent of our sponsors.

are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors,

or completing the business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors.

In the event we seek to complete an initial business combination with a target that is affiliated with our sponsors, officers or directors,

we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of

FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

of our management team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants

following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate

business with which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of

interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors

was included by a target business as a condition to any agreement with respect to our initial business combination.

of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations

to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to

Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should

be presented.

These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior

to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

Our fifth amended and restated memorandum and

articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director

or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly

in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in

being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director

or officer, on the one hand, and us, on the other.

We do not believe, however, that the fiduciary duties or contractual obligations of

our officers or directors will materially affect our ability to complete our initial business combination.

addition, our sponsors, Anchor Investor and our officers and directors may sponsor or form other special purpose acquisition companies

similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.

Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

executive offices are located at 40 West 57th Street, 29 th Floor, New York, New York 10019 and our telephone number is (212)

Our corporate website address is www.crownproptech.com.

Our website and the information contained on, or that can be accessed

through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

Growth Company

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our

periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation

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

If some investors find our securities less attractive

as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards

would otherwise apply to private companies.

On July 2, 2025, Crown PropTech

Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (ii) Mkango

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

of Lancaster (as defined below) (“Merger Sub”), (iii) Lancaster Exploration Limited, a company organized under the laws of

the British Virgin Islands (“Lancaster”, and from and after the Closing, “PubCo”), and a direct, wholly owned

subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (the “Selling Shareholder”),

(iv) Mkango Polska s.p.

Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder

(“MKA Poland”), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and a direct, wholly owned

subsidiary of Selling Shareholder (“Mkango ServiceCo”), and (vi) MKA Exploration Ltd., a company organized under the laws

of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (“MKA BVI”, and together with Lancaster,

MKA Poland and Mkango ServiceCo, the “Companies” and, each, a “Company”) entered into a business combination agreement

(the “Business Combination Agreement”).

Capitalized terms used herein but not defined shall have the meanings as set forth

in the Business Combination Agreement.

Pursuant to the Business

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

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

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

and its ordinary shares are expected to trade on Nasdaq.

The proposed Merger and the

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

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

Initial Business Combination

So long as our securities

are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate

fair market value of at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions and taxes

payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business

While we consider it unlikely that our board will not be able to make an independent determination of the fair market value

of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s

business or if there is a significant amount of uncertainty as to the value of the target company’s assets or prospects.

board of directors is not able to independently determine the fair market value of our initial business combination (including with the

assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial

Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria.

Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold,

unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it

is not anticipated that copies of such opinion would be distributed to our shareholders.

However, if required under applicable law, any

proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

We anticipate structuring

our initial business combination so that the post-business combination company in which our holders of the Public Shares (“Public

Shareholders”) own shares will own or acquire 100% of the equity interests or assets of the target business or businesses.

however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests

or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,

but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting

securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as

an investment company under the Investment Company Act.

Even if the post-business combination company owns or acquires 50% or more of

the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest

in the post-business combination company, depending on valuations ascribed to the target and us in the initial business combination.

example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital

stock, shares or other equity interests of a target.

In this case, we would acquire a 100% controlling interest in the target.

as a result of the issuance of a substantial number of new shares, our shareholders, immediately prior to our initial business combination,

could own less than a majority of our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity

interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of

such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.

If the business

combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target

businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for

seeking shareholder approval, as applicable.

In addition, we have agreed not to enter into a definitive agreement regarding an initial

business combination without the prior consent of our sponsors.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors, or completing the

business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors.

we seek to complete an initial business combination with a target that is affiliated with our sponsors, officers or directors, we, or

a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or

a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

Members of our management

team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants following this offering

and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with

which to effectuate our initial business combination.

Further, each of our officers and directors may have a conflict of interest with

respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included

by a target business as a condition to any agreement with respect to our initial business combination.

Each of our officers and

directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant

to which such officer or director is or will be required to present a business combination opportunity to such entity.

Accordingly, they

may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

These conflicts may

not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject

to their fiduciary duties under Cayman Islands law.

Our fifth amended and restated memorandum and articles of association provide that,

to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except

and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities

or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate

in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on

We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially

affect our ability to complete our initial business combination.

In addition, our sponsors,

Anchor Investor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may

pursue other business or investment ventures during the period in which we are seeking an initial business combination.

Any such companies,

businesses or investments may present additional conflicts of interest in pursuing an initial business combination.

However, we do not

believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

Corporate Information

Our executive offices are

located at 40 West 57th Street, 29 th Floor, New York, New York 10019 and our telephone number is (212) 796-4796.

Our corporate

website address is www.crownproptech.com.

Our website and the information contained on, or that can be accessed through, the website is

not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

Emerging Growth Company

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”),

as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

As such, we are eligible to take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth

companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic

reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and

shareholder approval of any golden parachute payments not previously approved.

If some investors find our securities less attractive as

a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth

anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion,

or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares

that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have

issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

References herein to “emerging

growth company” will have the meaning associated with it in the JOBS Act.

Additionally,

we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies

may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited

financial statements.

We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the

market value of our ordinary shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our

annual revenues did not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held

by non-affiliates did not exceed $700 million as of the prior June 30.

Our Initial Business Combination

are not presently engaged in, and we will not engage in, any operations other than pursuing and reviewing potential opportunities for

the initial business combination.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial

Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial business combination

(pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued

to a bank or other lenders or the owners of the target, or a combination of the foregoing.

We may seek to complete our initial business

combination with a company or business that may be financially unstable or in its early stages of development or growth, which would

subject us to the numerous risks inherent in such companies and businesses.

our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account

are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Public Shares,

we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including

the maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness

incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this

assessment will result in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside

of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

July 2, 2025 we entered into the Business Combination Agreement.

For more information on the Business Combination Agreement, please see

the Business Combination Agreement above.

may seek to raise additional funds through a private offering of equity or debt securities in connection with the completion of our initial

business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the

amounts held in the trust account.

In addition, we intend to target businesses with enterprise values that are greater than we could

acquire with the net proceeds of the Initial Public offering and the sale of the Private Placement Warrants, and, as a result, if the

cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions

by Public Shareholders, we may be required to obtain additional financing to complete such proposed initial business combination.

to compliance with applicable securities laws, we will complete such financing only simultaneously with the completion of our initial

business combination.

Our proxy materials, disclosing the initial business combination, will disclose the terms of the financing and,

only if required by law, will we seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through

the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business

combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the

Initial Public offering.

None of our sponsors, officers, directors or shareholders are required to provide any financing to us in connection

with or after our initial business combination.

of Target Businesses

business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment

Target businesses may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us

through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited

basis, since many of these sources will have read the prospectus and know what types of businesses we are targeting.

Our officers and

directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through

their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or

In addition, we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available

to us as a result of the track record and business relationships of our officers and directors.

While we do not anticipate engaging the

services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these

firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be

determined in an arm’s-length negotiation based on the terms of the transaction.

We will engage a finder only to the extent our

management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders

approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue.

of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds

held in the trust account.

In no event, however, will our sponsors or any of our existing officers or directors, or any entity with which

they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services

they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it

On February 8, 2021, we agreed to pay Crown PropTech Sponsor or an affiliate thereof up to $15,000 per month for office

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

Support Payments”).

Pursuant to a letter agreement, dated as of January 17, 2023, by and between the Company and Crown PropTech

Sponsor, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and the Company is no longer required

to pay any such payments.

As of the date of this Annual Report, we have not paid any Administrative Support Payments and do not expect

to incur any related expenses in the near future.

In the event we enter into another agreement for similar services, any such payments

prior to our initial business combination will be made from funds held outside the trust account.

Other than the foregoing, there will

be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us

to our sponsors, officers or directors, or any affiliate of our sponsors or officers prior to, or in connection with any services rendered

in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsors,

officers or directors, or from completing the business combination through a joint venture or other form of shared ownership with our

sponsors, officers or directors.

In the event we seek to complete our initial business combination with a business combination target

that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from

an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination

is fair to our company from a financial point of view.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which

we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates

equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion

in non-convertible debt securities during the prior three-year period.

References herein to “emerging growth company” will

have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller

reporting company” as defined in Item 10(f)(1) of Regulation S-K.

Smaller reporting companies may take advantage of certain

reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our ordinary

shares held by non-affiliates did not exceed $250 million as of the prior June 30, or (2) our annual revenues did not exceed

$100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates did not exceed

$700 million as of the prior June 30.

Effecting Our Initial Business Combination

We are not presently engaged

in, and we will not engage in, any operations other than pursuing and reviewing potential opportunities for the initial business combination.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement,

the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or

backstop agreements we may enter into), shares issued to the owners of the target, debt issued to a bank or other lenders or the owners

of the target, or a combination of the foregoing.

We may seek to complete our initial business combination with a company or business

that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent

in such companies and businesses.

If our initial business combination

is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration

in connection with our initial business combination or used for redemptions of our Public Shares, we may use the balance of the cash released

to us from the trust account following the closing for general corporate purposes, including the maintenance or expansion of operations

of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business

combination, to fund the purchase of other companies or for working capital.

Although our management will

assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result

in our identifying all risks that a target business may encounter.

Furthermore, some of those risks may be outside of our control, meaning

that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

On July 2, 2025 we entered

into the Business Combination Agreement.

For more information on the Business Combination Agreement, please see the Business Combination

Agreement above.

We may seek to raise additional

funds through a private offering of equity or debt securities in connection with the completion of our initial business combination and

we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust

In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds

of the Initial Public offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price

exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be

required to obtain additional financing to complete such proposed initial business combination.

Subject to compliance with applicable

securities laws, we will complete such financing only simultaneously with the completion of our initial business combination.

materials, disclosing the initial business combination, will disclose the terms of the financing and, only if required by law, will we

seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked

securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to

forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public offering.

sponsors, officers, directors or shareholders are required to provide any financing to us in connection with or after our initial business

Sources of Target Businesses

Target business candidates

are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.

Target businesses

may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many

of these sources will have read the prospectus and know what types of businesses we are targeting.

Our officers and directors, as well

as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts

as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of

the track record and business relationships of our officers and directors.

While we do not anticipate engaging the services of professional

firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals

in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s-length

negotiation based on the terms of the transaction.

We will engage a finder only to the extent our management determines that the use of

a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with

a potential transaction that our management determines is in our best interest to pursue.

Payment of a finder’s fee is customarily

tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account.

however, will our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s

fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion

of our initial business combination (regardless of the type of transaction that it is).

On February 8, 2021, we agreed to pay Crown

PropTech Sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support

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

Pursuant to a letter agreement,

dated as of January 17, 2023, by and between the Company and Crown PropTech Sponsor, Crown PropTech Sponsor is no longer entitled

to receive any Administrative Support Payments and the Company is no longer required to pay any such payments.

As of the date of this

Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in the near future.

In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be

made from funds held outside the trust account.

Other than the foregoing, there will be no finder’s fees, reimbursement, consulting

fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsors, officers or directors, or any affiliate

of our sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial

business combination (regardless of the type of transaction that it is).

We are not prohibited from

pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors,

or from completing the business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors.

In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors,

officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm

which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial

point of view.

We are not required to obtain such an opinion in any other context.

of a Target Business and Structuring of Our Initial Business Combination

evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings

with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable,

as well as a review of financial, operational, legal and other information which will be made available to us.

If we determine to move

forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs

associated with this process, are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification

and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately

completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or

in connection with our initial business combination.

of Business Diversification

an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely

on the future performance of a single business.

Unlike other entities that have the resources to complete business combinations with

multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate

the risks of being in a single line of business.

By completing our initial business combination with only a single entity, our lack of

diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may

have a substantial adverse impact on the particular industry in which we operate after our

initial business combination;

us to depend on the marketing and sale of a single product or limited number of products

Ability to Evaluate the Target’s Management Team

we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial

business combination with that business, our assessment of the target business’s management may not prove to be correct.

the future management may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future

role of members of our management team, if any, in the target business cannot presently be stated with any certainty.

The determination

as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial

business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following

our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial

business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge

relating to the operations of the particular target business.

cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.

determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business

our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

May Not Have the Ability to Approve Our Initial Business Combination

may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our

fifth amended and restated memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable

law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

the Nasdaq listing rules, shareholder approval would typically be required for our initial business combination if, for example:

issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary

shares then-outstanding (other than in a public offering);

of our directors, officers or substantial shareholder (as defined by the Nasdaq rules) has

a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly

or indirectly, in the target business or assets to be acquired or in the consideration to

be paid in the transaction and the present or potential issuance of ordinary shares could

result in an increase in issued and outstanding ordinary shares or voting power of 5% or

issuance or potential issuance of ordinary shares will result in our undergoing a change

decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval

is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety

of factors, including, but not limited to:

timing of the transaction, including in the event we determine shareholder approval would

require additional time and there is either not enough time to seek shareholder approval

or doing so would place the company at a disadvantage in the transaction or result in other

additional burdens on the company;

expected cost of holding a shareholder vote;

risk that the shareholders would fail to approve the proposed business combination;

time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome

to present to shareholders.

Transactions with Respect to Our Securities

any time at or prior to our initial business combination, subject to applicable securities laws, our sponsors, directors, executive officers,

advisors or their affiliates may enter into transactions with institutional or other investors to provide them with incentives to vote

their Public Shares in favor of our initial business combination or not redeem their Public Shares.

However, they have no current commitments,

plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

purpose of any such transaction would be to (i) increase the likelihood of obtaining shareholder approval of the business combination,

(ii) incentivize voting such warrants on any matters submitted to the warrant holders for approval in connection with our initial

business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth

or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise

Rights for Public Shareholders upon Completion of Our Initial Business Combination

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust

account calculated as of two business days prior to the consummation of the initial business combination, including interest earned

on the funds held in the trust account but net of taxes, if any, divided by the number of then-outstanding Public Shares, subject to

the limitations described herein.

The amount in the trust account as of the completion of the initial public offering was $10.00 per

Public Share.

The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred

underwriting commission.

The redemption rights will include the requirement that a beneficial holder must identify itself in order to

validly redeem its shares.

There will be no redemption rights upon the completion of our initial business combination with respect to

our warrants.

Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem

its shares, if a business combination does not close.

Our sponsors and each member of our management team have entered into an agreement

with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held

by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an

amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our

obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial

business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026

or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

on Redemptions

fifth amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount

that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny

stock” rules).

However, the proposed initial business combination may require:

(i) cash consideration to be paid to the target

or its owners;

(ii) cash to be transferred to the target for working capital or other general corporate purposes;

retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination.

the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption

plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate

amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares

submitted for redemption will be returned to the holders thereof.

of Conducting Redemptions

will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion

of our initial business combination either (i) in connection with a general meeting called to approve the business combination or

(ii) without a shareholder vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed

business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors

such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable

law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer

rather than seeking shareholder approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder

approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary

shares or seek to amend our fifth amended and restated memorandum and articles of association would require shareholder approval.

long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder

approval rules.

requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed

above is contained in provisions of our fifth amended and restated memorandum and articles of association and will apply whether or not

we maintain our registration under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on

Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long

as we offer redemption in connection with such amendment.

we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,

pursuant to our fifth amended and restated memorandum and articles of association:

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the

Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender

proxy materials with the SEC.

the event that we seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection

therewith, provide our Public Shareholders with the redemption rights described above upon completion of the initial business combination.

we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman

Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of

A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote

at the meeting are represented in person or by proxy.

Our sponsors, officers and directors (collectively, along with their permitted

transferees, the “Initial Shareholders”) will count toward this quorum and, pursuant to the letter agreement, our Initial

Shareholders, officers and directors have agreed to vote their Founder Shares, private placement shares and any Public Shares in favor

Evaluation of a Target Business and Structuring

of Our Initial Business Combination

We expect that at the time of any shareholder vote relating to our initial business combination,

our Initial Shareholders will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon.

For purposes of

seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a

quorum is obtained.

As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial

business combination approved.

These quorum and voting thresholds, the voting agreement of our sponsors, officers and directors may make

it more likely that we will consummate our initial business combination.

Each Public Shareholder may elect to redeem their Public Shares

without voting, and if they do vote, may redeem their Public Shares irrespective of whether they vote for or against the proposed transaction

or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which

regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination

which contain substantially the same financial and other information about the initial business

combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,

in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination

until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering

more than the number of Public Shares we are permitted to redeem.

If Public Shareholders tender more shares than we have offered to purchase,

we will withdraw the tender offer and not complete the initial business combination.

the public announcement of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we

or our sponsors will terminate any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares

in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their

shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent

or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)

system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials,

this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.

In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption

of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled

vote in which the name of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable,

that we will furnish to holders of our Public Shares in connection with our initial business combination will indicate whether we are

requiring Public Shareholders to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently

process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay

redemptions and result in additional administrative cost.

If the proposed initial business combination is not approved and we continue

to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem

their shares.

fifth amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount

that would cause our net tangible assets to be less than $5,000,001.

In addition, our proposed initial business combination may impose

a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital

or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.

In the event that the aggregate

cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption, plus any

amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination, exceeds the aggregate

amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary

shares submitted for redemption will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked

securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to

forward purchase agreements or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order

to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

on Redemption upon Completion of Our Initial Business Combination if We Seek Shareholder Approval

we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business

combination pursuant to the tender offer rules, our fifth amended and restated memorandum and articles of association provide that a

Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert

or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with

respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as “Excess Shares,”

without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent

attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means

to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable

Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering

could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsors or our management

at a premium to the then-current market price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no

more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a

small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in

connection with a business combination having a target that requires as a closing condition that we have a minimum net worth or a certain

amount of cash.

we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our

initial business combination.

Share Certificates in Connection with the Exercise of Redemption Rights

shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”

will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation

or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using

The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to

two business days prior to the initially scheduled vote to approve the initial business combination.

The proxy solicitation or tender

offer materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination

will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself

in order to validly redeem its shares.

Accordingly, a Public Shareholder would have from the time we send out our tender offer materials

until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to

approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise

its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to

use electronic delivery of their Public Shares.

is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through

the DWAC System.

The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the

broker whether or not to pass this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not

we require holders seeking to exercise redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising

redemption rights regardless of the timing of when such delivery must be effectuated.

foregoing is different from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with

their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial

business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating

such holder was seeking to exercise his or her redemption rights.

After the business combination was approved, the company would contact

such shareholder to arrange for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder would

then have an “option window” after the completion of the business combination during which he or she could monitor the price

of the company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in

the open market before actually delivering his or her shares to the company for cancellation.

As a result, the redemption rights, to

which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past

the completion of the business combination until the redeeming holder delivered its certificate.

The requirement for physical or electronic

delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination

request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled

vote on the proposal to approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a Public Share

delivers its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not

to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed

promptly after the completion of our initial business combination.

our initial business combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their

redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case,

we will promptly return any certificates delivered by public holders who elected to redeem their shares.

our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different

target until March 11, 2026.

of Public Shares and Liquidation If No Initial Business Combination

the Extraordinary General Meeting, held on May 9, 2025, shareholders approved the Extension Proposal to amend the Company’s Fourth

amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business

combination from May 11, 2025 to March 11, 2026.

fifth amended and restated memorandum and articles of association provides that we have only until March 11, 2026 to consummate an initial

In evaluating a prospective

target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management

and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of

financial, operational, legal and other information which will be made available to us.

If we determine to move forward with a particular

target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select

and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process,

are not currently ascertainable with any degree of certainty.

Any costs incurred with respect to the identification and evaluation of,

and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result

in our incurring losses and will reduce the funds we can use to complete another business combination.

The Company will not pay any consulting

fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial

business combination.

If we have not consummated an initial business combination by March 11, 2026, we will:

(i) cease all operations

except for the purpose of winding up;

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

redeem the shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest earned on the funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses)

divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights

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

and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,

in the case of clauses (ii) and (iii), subject to our obligations under Cayman Islands law to provide for claims of creditors and

the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants,

which will expire worthless if we fail to consummate an initial business combination by March 11, 2026.

Our fifth amended and restated

memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial

business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably

possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their

rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial

business combination by March 11, 2026 (although they will be entitled to liquidating distributions from the trust account with respect

to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame).

sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment

to our fifth amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation

to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business

combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 or (B) with

respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our Public Shareholders

with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to

the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of

taxes, if any, divided by the number of the then-outstanding Public Shares.

However, we may not redeem our Public Shares in an amount

that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny

stock” rules).

If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we

cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares

at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors,

any executive officer, director or director nominee, or any other person.

costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts

remaining out of the funds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay

dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.

we were to expend all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, other than the

proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share

redemption amount received by shareholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however,

become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders.

assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00.

we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’

we have sought and continue to seek to have all vendors, service providers (other than our independent registered public accounting firm),

prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest

or claim of any kind in or to any monies held in the trust account for the benefit of our Public Shareholders, there is no guarantee

that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against

the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as

well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against

our assets, including the funds held in the trust account.

Seeking such waivers from third parties, including prospective business combination

targets, may deter such parties from entering into agreements with us.

If any third party refuses to execute an agreement waiving such

claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will

only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement

would be significantly more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that

refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management

to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable

to find a service provider willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any

claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not

seek recourse against the trust account for any reason.

In order to protect the amounts held in the trust account, Crown PropTech Sponsor

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

(other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering

into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the

actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per

Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax

obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed

a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that an executed

waiver is deemed to be unenforceable against a third party, Crown PropTech Sponsor will not be responsible to the extent of any liability

for such third-party claims.

However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have

we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that

Crown PropTech Sponsor’s only assets are securities of our company.

Therefore, we cannot assure you that Crown PropTech Sponsor

would be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including,

without limitation, claims by vendors and prospective target businesses.

the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual

amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public

Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our

income tax obligations, and Crown PropTech Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has

no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action

against Crown PropTech Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would

take legal action on our behalf against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that

our independent directors in exercising their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot

assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public

will seek to reduce the possibility that Crown PropTech Sponsor will have to indemnify the trust account due to claims of creditors by

endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target

businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any

kind in or to monies held in the trust account.

Crown PropTech Sponsor will also not be liable as to any claims under our indemnity of

the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received

funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount

of funds from our trust account received by any such shareholder.

we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy

estate and subject to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims

deplete the trust account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders.

Additionally,

if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,

any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either

a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek

to recover some, or all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having breached its

fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive

damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors.

Lack of Business Diversification

For an indefinite period

of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance

of a single business.

Unlike other entities that have the resources to complete business combinations with multiple entities in one or

several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in

a single line of business.

By completing our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we intend to closely

scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination

with that business, our assessment of the target business’s management may not prove to be correct.

In addition, the future management

may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of members of

our management team, if any, in the target business cannot presently be stated with any certainty.

The determination as to whether any

of the members of our management team will remain with the combined company will be made at the time of our initial business combination.

While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business

combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations

of the particular target business.

We cannot assure you that

claims will not be brought against us for these reasons.

Public Shareholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our Public

Shares if we do not complete our initial business combination by March 11, 2026, (ii) in connection with a shareholder vote to amend

our fifth amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to

provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination

or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect

to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective

shares for cash upon the completion of the initial business combination.

Public shareholders who redeem their Class A ordinary shares

in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the

trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial

business combination by March 11, 2026, with respect to such Class A ordinary shares so redeemed.

In no other circumstances will

a shareholder have any right or interest of any kind to or in the trust account.

In the event we seek shareholder approval in connection

with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result

in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account.

Such shareholder must have

also exercised its redemption rights described above.

These provisions of our fifth amended and restated memorandum and articles of association,

like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote.

of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business

following table compares the redemptions and other permitted purchases of Public Shares that may take place in connection with the completion

of our initial business combination and if we have not consummated an initial business combination by March 11, 2026:

in Connection with

any of our key personnel will remain in senior management or advisory positions with the combined company.

The determination as to whether

any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following our initial business

combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We cannot assure

you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge

or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability

to Approve Our Initial Business Combination

We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our fifth amended and restated

memorandum and articles of association.

However, we will seek shareholder approval if it is required by applicable law or stock exchange

listing requirement, or we may decide to seek shareholder approval for business or other reasons.

Under the Nasdaq listing

rules, shareholder approval would typically be required for our initial business combination if, for example:

we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

any of our directors, officers or substantial shareholder (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration to be paid in the transaction and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more;

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether

we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required

by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including,

but not limited to:

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

the expected cost of holding a shareholder vote;

the risk that the shareholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Other Transactions with Respect to Our Securities

At any time at or prior to

our initial business combination, subject to applicable securities laws, our sponsors, directors, executive officers, advisors or their

affiliates may enter into transactions with institutional or other investors to provide them with incentives to vote their Public Shares

in favor of our initial business combination or not redeem their Public Shares.

However, they have no current commitments, plans or intentions

to engage in such transactions and have not formulated any terms or conditions for any such transactions.

The purpose of any such transaction

would be to (i) increase the likelihood of obtaining shareholder approval of the business combination, (ii) incentivize voting

such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy

a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing

of our initial business combination, where it appears that such requirement would otherwise not be met.

Redemption Rights for Public Shareholders

upon Completion of Our Initial Business Combination

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial

business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated

as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held

in the trust account but net of taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described

The amount in the trust account as of the completion of the initial public offering was $10.00 per Public Share.

The per-share

amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commission.

redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

will be no redemption rights upon the completion of our initial business combination with respect to our warrants.

Further, we will not

proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination

does not close.

Our sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have

agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the

completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum

and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A

ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public

Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect to any other provision relating

to the rights of holders of our Class A ordinary shares.

Limitations on Redemptions

Our fifth amended and restated

memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net

tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules).

However, the proposed initial business combination may require:

(i) cash consideration to be paid to the target or its owners;

to be transferred to the target for working capital or other general corporate purposes;

or (iii) the retention of cash to satisfy

other conditions in accordance with the terms of the proposed initial business combination.

In the event the aggregate cash consideration

we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to

satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available

to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption

will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our Public

Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial

business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without

a shareholder vote by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed business combination

or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of

the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange

listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder

approval under SEC rules).

Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers

with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our

fifth amended and restated memorandum and articles of association would require shareholder approval.

So long as we obtain and maintain

a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide

our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions

of our fifth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under

the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on Nasdaq.

Such provisions may be amended

if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with

such amendment.

If we provide our Public

Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our fifth amended

and restated memorandum and articles of association:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

In the event that we seek

shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our

Public Shareholders with the redemption rights described above upon completion of the initial business combination.

If we seek shareholder approval,

we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the

affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company.

A quorum for such meeting

will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person

Our sponsors, officers and directors (collectively, along with their permitted transferees, the “Initial Shareholders”)

will count toward this quorum and, pursuant to the letter agreement, our Initial Shareholders, officers and directors have agreed to vote

their Founder Shares, private placement shares and any Public Shares in favor of our initial business combination.

We expect that at the

time of any shareholder vote relating to our initial business combination, our Initial Shareholders will own at least 20% of our issued

and outstanding ordinary shares entitled to vote thereon.

For purposes of seeking approval of an ordinary resolution, non-votes will have

no effect on the approval of our initial business combination once a quorum is obtained.

As a result, our Initial Shareholders’

Founder Shares, would fulfill the majority vote needed to have our initial business combination approved.

These quorum and voting thresholds,

the voting agreement of our sponsors, officers and directors may make it more likely that we will consummate our initial business combination.

Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, may redeem their Public Shares irrespective

of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general

meeting held to approve the proposed transaction.

If a shareholder vote is

not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under

the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period.

In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted

If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete

the initial business combination.

Upon the public announcement

of our initial business combination, if we elect to conduct redemption pursuant to the tender offer rules, we or our sponsors will terminate

any plan established in accordance with Rule 10b5-1 to purchase our Class A ordinary shares in the open market, in order to

comply with Rule 14e-5 under the Exchange Act.

We intend to require our

Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street

name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to

our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the

date set forth in the proxy materials or tender offer documents, as applicable.

In the case of proxy materials, this date may be up to

two business days prior to the scheduled vote on the proposal to approve the initial business combination.

In addition, if we conduct

redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to

also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name

of the beneficial owner of such shares is included.

The proxy materials or tender offer documents, as applicable, that we will furnish

to holders of our Public Shares in connection with our initial business combination will indicate whether we are requiring Public Shareholders

to satisfy such delivery requirements.

We believe that this will allow our transfer agent to efficiently process any redemptions without

the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional

administrative cost.

If the proposed initial business combination is not approved and we continue to search for a target company, we will

promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their shares.

Our fifth amended and restated

memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net

tangible assets to be less than $5,000,001.

In addition, our proposed initial business combination may impose a minimum cash requirement

for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate

purposes or (iii) the retention of cash to satisfy other conditions.

In the event that the aggregate cash consideration we would

be required to pay for all Class A ordinary shares that are validly submitted for redemption, plus any amount required to satisfy

cash conditions pursuant to the terms of the proposed initial business combination, exceeds the aggregate amount of cash available to

us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption

will be returned to the holders thereof.

We may, however, raise funds through the issuance of equity-linked securities or through loans,

advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements

or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy

such net tangible assets or minimum cash requirements.

Limitation on Redemption upon Completion

of Our Initial Business Combination if We Seek Shareholder Approval

If we seek shareholder approval

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our fifth amended and restated memorandum and articles of association provide that a Public Shareholder, together

with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate

of 15% of the shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent.

We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders

to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management

to purchase their shares at a significant premium to the then-current market price or on other undesirable terms.

Absent this provision,

a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise

its redemption rights if such holder’s shares are not purchased by us, our sponsors or our management at a premium to the then-current

market price or on other undesirable terms.

By limiting our shareholders’ ability to redeem no more than 15% of the shares sold

in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably

attempt to block our ability to complete our initial business combination, particularly in connection with a business combination having

a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we would not be

restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business

Delivering Share Certificates in Connection

with the Exercise of Redemption Rights

Public shareholders seeking

to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required

to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer

materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository

Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days

prior to the initially scheduled vote to approve the initial business combination.

The proxy solicitation or tender offer materials, as

applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will indicate the

applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly

redeem its shares.

Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of

the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business

combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery

of their Public Shares.

There is a nominal cost associated

with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System.

agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass

this cost on to the redeeming holder.

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise

redemption rights to tender their shares.

The need to deliver shares is a requirement of exercising redemption rights regardless of the

timing of when such delivery must be effectuated.

The foregoing is different

from the procedures used by many blank check companies.

In order to perfect redemption rights in connection with their business combinations,

many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a

holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking

to exercise his or her redemption rights.

After the business combination was approved, the company would contact such shareholder to arrange

for him or her to deliver his or her certificate to verify ownership.

As a result, the shareholder would then have an “option window”

after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market.

If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his

or her shares to the company for cancellation.

As a result, the redemption rights, to which shareholders were aware they needed to commit

before the general meeting, would become “option” rights surviving past the completion of the business combination until the

redeeming holder delivered its certificate.

The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming

shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such

shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to

approve the business combination, unless otherwise agreed to by us.

Furthermore, if a holder of a Public Share delivers its certificate

in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such

rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).

It is anticipated

that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the

completion of our initial business combination.

If our initial business combination

is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be

entitled to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any certificates

delivered by public holders who elected to redeem their shares.

If our initial proposed business

combination is not completed, we may continue to try to complete a business combination with a different target until March 11, 2026.

Redemption of Public Shares and Liquidation

If No Initial Business Combination

At the Extraordinary General

Meeting, held on May 9, 2025, shareholders approved the Extension Proposal to amend the Company’s Fourth amended and restated memorandum

and articles of association to extend the date by which the Company must consummate an initial business combination from May 11, 2025

to March 11, 2026.

Our fifth amended and restated

memorandum and articles of association provides that we have only until March 11, 2026 to consummate an initial business combination.

If we have not consummated an initial business combination by March 11, 2026, we will:

(i) cease all operations except for the purpose

of winding up;

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

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

funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the

number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders

(including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably possible following

such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, in the case

of clauses (ii) and (iii), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire

worthless if we fail to consummate an initial business combination by March 11, 2026.

Our fifth amended and restated memorandum and articles

of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we

will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more

than ten business days thereafter, subject to applicable Cayman Islands law.

Our sponsors and each member

of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating

distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination

by March 11, 2026 (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares

they hold if we fail to complete our initial business combination within the prescribed time frame).

Our sponsors, executive officers

and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our fifth amended and

restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders

of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to

redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect to

any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our Public Shareholders with

the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the

aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes,

if any, divided by the number of the then-outstanding Public Shares.

However, we may not redeem our Public Shares in an amount that would

cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock”

If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy

the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time.

This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive

officer, director or director nominee, or any other person.

All costs and expenses associated

with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the funds

held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although

we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all

of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, other than the proceeds deposited in

the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received

by shareholders upon our dissolution would be $10.00.

The proceeds deposited in the trust account could, however, become subject to the

claims of our creditors which would have higher priority than the claims of our Public Shareholders.

We cannot assure you that the actual

per-share redemption amount received by shareholders will not be less than $10.00.

While we intend to pay such

amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we have sought and

continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target

businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any

kind in or to any monies held in the trust account for the benefit of our Public Shareholders, there is no guarantee that they will execute

such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including,

but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the

enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds

held in the trust account.

Seeking such waivers from third parties, including prospective business combination targets, may deter such

parties from entering into agreements with us.

If any third party refuses to execute an agreement waiving such claims to the monies held

in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement

with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly

more beneficial to us than any alternative.

Examples of possible instances where we may engage a third party that refuses to execute a

waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly

superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider

willing to execute a waiver.

In addition, there is no guarantee that such entities will agree to waive any claims they may have in the

future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust

account for any reason.

In order to protect the amounts held in the trust account, Crown PropTech Sponsor has agreed that it will be liable

to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered

public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the

amounts in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share

held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions

in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such

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

seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering

against certain liabilities, including liabilities under the Securities Act.

In the event that an executed waiver is deemed to be unenforceable

against a third party, Crown PropTech Sponsor will not be responsible to the extent of any liability for such third-party claims.

we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown

PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets

are securities of our company.

Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations.

None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective

target businesses.

In the event that the proceeds

in the trust account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share

held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions

in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations,

and Crown PropTech Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations

related to a particular claim, our independent directors would determine whether to take legal action against Crown PropTech Sponsor to

enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf

against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising

their business judgment may choose not to do so in any particular instance.

Accordingly, we cannot assure you that due to claims of creditors

the actual value of the per-share redemption price will not be less than $10.00 per Public Share.

We will seek to reduce the

possibility that Crown PropTech Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all

vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities

with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the

trust account.

Crown PropTech Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial

Public Offering against certain liabilities, including liabilities under the Securities Act.

In the event that we liquidate, and it is

subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account

could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account

received by any such shareholder.

If we file a bankruptcy or

winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in

the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust

account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders.

Additionally, if we file a

bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions

received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential

transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some, or

all amounts received by our shareholders.

Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our

creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public

Shareholders from the trust account prior to addressing the claims of creditors.

We cannot assure you that claims will not be brought

against us for these reasons.

Our Public Shareholders will

be entitled to receive funds from the trust account only (i) in the event of the redemption of our Public Shares if we do not complete

our initial business combination by March 11, 2026, (ii) in connection with a shareholder vote to amend our fifth amended and restated

memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A

ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public

Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect to any other provision relating

to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion

of the initial business combination.

Public shareholders who redeem their Class A ordinary shares in connection with a shareholder

vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent

completion of an initial business combination or liquidation if we have not consummated an initial business combination by March 11, 2026,

with respect to such Class A ordinary shares so redeemed.

In no other circumstances will a shareholder have any right or interest

of any kind to or in the trust account.

In the event we seek shareholder approval in connection with our initial business combination,

a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its

shares to us for an applicable pro rata share of the trust account.

Such shareholder must have also exercised its redemption rights described

These provisions of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended

and restated memorandum and articles of association, may be amended with a shareholder vote.

Comparison of Redemption or Purchase Prices

in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.

The following table compares

the redemptions and other permitted purchases of Public Shares that may take place in connection with the completion of our initial business

combination and if we have not consummated an initial business combination by March 11, 2026:

Redemptions in Connection with

Our Initial Business Combination

Permitted Purchases of

Other Permitted Purchases of

Public Shares by Our Affiliates

if We Fail to

Redemptions if We Fail to

Complete an Initial Business

of redemption price

at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder

In either case, our Public Shareholders may redeem their Public Shares for cash equal to the aggregate amount then on deposit

in the trust account calculated as of two business days prior to the consummation of the initial business combination (which

is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously

released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions

will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including,

but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors

or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following

completion of our initial business combination.

There is no limit to the prices that our sponsors, directors, officers, advisors

or their affiliates may pay in these transactions.

Calculation of redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote.

The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote.

In either case, our Public Shareholders may redeem their Public Shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.

There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions.

If they engage in such transactions;

they will not make any such purchases when

they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation

M under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to

the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the

Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules,

the purchasers will be required to comply with such rules.

have not consummated an initial business combination by March 11, 2026, we will redeem all Public Shares at a per-share price, payable

in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share),

including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to

$100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

in Connection with

they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act;

however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

If we have not consummated an initial business combination by March 11, 2026, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

Redemptions in Connection with

Our Initial Business Combination

Permitted Purchases of

Other Permitted Purchases of

Public Shares by Our Affiliates

if We Fail to

Redemptions if We Fail to

Complete an Initial Business

to remaining shareholders

The redemptions

in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will

bear the burden of the taxes payable.

permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would

not be paid by us.

The redemption

of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares

held by our sponsors, who will be our only remaining shareholders after such redemptions.

identifying, evaluating and selecting a target business for our initial business combination, we may encounter competition from other

entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout

funds, public companies and operating businesses seeking strategic acquisitions.

Many of these entities are well established and have

extensive experience identifying and effecting business combinations directly or through affiliates.

Moreover, many of these competitors

possess greater financial, technical, human and other resources than us.

Our ability to acquire larger target businesses will be limited

by our available financial resources.

Impact to remaining shareholders

The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the taxes payable.

If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.

The redemption of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining shareholders after such redemptions.

In identifying, evaluating

and selecting a target business for our initial business combination, we may encounter competition from other entities having a business

objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and

operating businesses seeking strategic acquisitions.

Many of these entities are well established and have extensive experience identifying

and effecting business combinations directly or through affiliates.

Moreover, many of these competitors possess greater financial, technical,

human and other resources than us.

Our ability to acquire larger target businesses will be limited by our available financial resources.

This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

Furthermore, our obligation to pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the

resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially

represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage

in successfully negotiating an initial business combination.

currently maintain our executive offices at 40 West 57th Street, 29 th Floor, New York, New York 10019.

We consider our current

office space adequate for our current operations.

currently have one executive officer.

This individual is not obligated to devote any specific number of hours to our matters, but he

intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination.

The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business

combination and the stage of the business combination process we are in.

We do not intend to have any full-time employees prior to the

completion of our initial business combination.

Reporting and Financial Information

have registered our units and Class A ordinary shares under the Exchange Act and have reporting obligations, including the requirement

that we file annual, quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual

reports will contain financial statements audited and reported on by our independent registered public accountants.

will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials

or tender offer documents sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements

will need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States (“GAAP”)

or International Financial Reporting Standards, depending on the circumstances, and the historical financial statements may be required

to be audited in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”).

These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination

with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal

proxy rules and complete our initial business combination within the prescribed time frame.

We cannot assure you that any particular

target business identified by us as a potential business combination candidate will have financial statements prepared in accordance

with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance

with the requirements outlined above.

To the extent that these requirements cannot be met, we may not be able to acquire the proposed

target business.

While this may limit the pool of potential business combination candidates, we do not believe that this limitation will

are required to evaluate our internal control procedures for the fiscal year ending December 31, 2023 as required by the Sarbanes-Oxley

Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth

company, will we be required to have our internal control procedures audited.

A target business may not be in compliance with the provisions

of the Sarbanes- Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity

to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

have filed a registration statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange

As a result, we are subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing

a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial

Furthermore, our obligation to pay

cash in connection with our Public Shareholders who exercise their redemption rights may reduce the resources available to us for our

initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably

by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial

business combination.

are a Cayman Islands exempted company.

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman

Islands and, as such, are exempted from complying with certain provisions of the Companies Act.

As an exempted company, we have received

a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As

Amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands

imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no

tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable

(i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of

a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other

sums due under a debenture or other obligation of us.

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public

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

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

in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive

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

If some investors find our securities

less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more

addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended

transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would

otherwise apply to private companies.

We currently maintain our

executive offices at 40 West 57th Street, 29 th Floor, New York, New York 10019.

We consider our current office space adequate

for our current operations.

We currently have one executive

This individual is not obligated to devote any specific number of hours to our matters, but he intends to devote as much of his

time as he deems necessary to our affairs until we have completed our initial business combination.

The amount of time he will devote

in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of

the business combination process we are in.

We do not intend to have any full-time employees prior to the completion of our initial business

Periodic Reporting and Financial Information

We have registered our units

and Class A ordinary shares under the Exchange Act and have reporting obligations, including the requirement that we file annual,

quarterly and current reports with the SEC.

In accordance with the requirements of the Exchange Act, our annual reports will contain financial

statements audited and reported on by our independent registered public accountants.

We will provide shareholders

with audited financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents

sent to shareholders to assist them in assessing the target business.

In all likelihood, these financial statements will need to be prepared

in accordance with, or reconciled to, generally accepted accounting principles in the United States (“GAAP”) or International

Financial Reporting Standards, depending on the circumstances, and the historical financial statements may be required to be audited in

accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”).

These financial statement

requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets

may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete

our initial business combination within the prescribed time frame.

We cannot assure you that any particular target business identified

by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined

above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined

To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.

While this may

limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We are required to evaluate

our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act.

Only in the event

we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be

required to have our internal control procedures audited.

A target business may not be in compliance with the provisions of the Sarbanes-

Oxley Act regarding adequacy of their internal controls.

The development of the internal controls of any such entity to achieve compliance

with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

We have filed a registration

statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.

As a result, we are

subject to the rules and regulations promulgated under the Exchange Act.

We have no current intention of filing a Form 15 to suspend our

reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We are a Cayman Islands exempted

Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted

from complying with certain provisions of the Companies Act.

As an exempted company, we have received a tax exemption undertaking from

the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for

a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on

profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,

gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,

debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution

of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation

We are an “emerging

growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act.

As such, we are eligible to

take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging

growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements,

and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

If some investors find our securities less attractive as a result, there may be a less

active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107

of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We intend to take advantage of the benefits of this extended transition period.

will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary

of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in

which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by

non-affiliates equal or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than

$1.0 billion in non-convertible debt during the prior three-year period.

We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed

to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equal

or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in

non-convertible debt during the prior three-year period.

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-K

Item 1. Business