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Item 1. Financial Statements

2025-12-05 compared with 2025-11-07 · 177 added, 540 removed, 779 unchanged (48% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Current assets:

5 unchanged sentences

Accounts payable and accrued expenses

Due to related party

Due to related parties

Total current liabilities

1 unchanged sentence

Total liabilities

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

Class A ordinary shares subject to possible redemption, 513,613 shares at a redemption value of $ 11.42 and $ 11.30 as of March 31, 2025 and December 31, 2024, respectively

Shareholders’ deficit:

4 unchanged sentences

200,000,000 shares authorized;

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

no shares issued or outstanding, excluding 513,613 shares subject to possible redemption

Class B ordinary shares, $ 0.0001 par value;

13 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

2023 (Restated)

Three Months Ended

Operating costs

Loss from operations

( 1,894,425 )

Other income (expense):

1 unchanged sentence

Non-redemption agreement expense

( 1,156,500 )

Change in fair value of warrant liabilities

Settlement of payables

Total other income, net

Net (loss) income

$ ( 712,127 )

$ ( 333,546 )

$ ( 203,644 )

Weighted average redeemable shares outstanding

Basic and diluted net (loss) income per redeemable share

Basic and diluted net loss per redeemable share

Weighted average non-redeemable shares outstanding

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

Basic and diluted net loss per non-redeemable ordinary share

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

4 unchanged sentences

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

Balance as of March 31, 2025

1 unchanged sentence

$ ( 3,750,393 )

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2024

( 14,694,331 )

( 2,705,375 )

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

Balance as of September 30, 2024

$ ( 15,030,275 )

$ ( 2,965,978 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER

30, 2023 (RESTATED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Ordinary Shares

3 unchanged sentences

$ ( 2,277,119 )

Capital contribution from Sponsors

Remeasurement of ordinary shares subject to redemption value

( 1,701,319 )

Equity contribution from Non-Redemption Agreements

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

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

( 2,014,519 )

Balance as of March 31, 2023

( 14,757,124 )

( 3,461,846 )

Capital contribution from Sponsor

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2023

( 14,408,632 )

( 2,795,657 )

Remeasurement of ordinary shares subject to redemption value

Balance as of September 30, 2023

Balance as of March 31, 2024

$ ( 14,648,625 )

4 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Operating Activities:

2 unchanged sentences

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

Change in fair value of warrant liabilities

Non-redemption agreement expense

Trust dividend income

( 2,782,078 )

Settlement of payables and due to related party

Changes in current assets and current liabilities:

6 unchanged sentences

Cash Flows from Financing Activities:

Capital contribution from Sponsors

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

Working Capital loan borrowings

Borrowings under the promissory note

Proceeds from promissory note to related party

1 unchanged sentence

( 23,724,846 )

( 238,305,063 )

Net cash used in financing activities

( 39,945,846 )

Net cash provided by (used in) financing activities

( 23,553,846 )

3 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Remeasurement of Class A ordinary shares subject to possible redemption

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

The accompanying notes are an integral part of

2 unchanged sentences

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

Note 1 — Organization and Business

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

As of September 30, 2024, the Company had not

yet commenced any operations.

All activity through September 30, 2024, relates to the Company’s formation and the Initial Public

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

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

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

As of March 31, 2025, the Company had not yet

commenced any operations.

All activity through March 31, 2025, relates to the Company’s formation and the Initial Public Offering

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

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

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

The Company’s sponsors are Crown PropTech

1 unchanged sentence

a Delaware limited liability company, (each, a “Sponsor” and together, the “Sponsors”).

Change in Management, Sponsor and Board of

On January 17, 2023, Richard Chera informed

the Company of his decision to resign as Chief Executive Officer (“CEO”) and principal financial and accounting officer of

the Company, effective immediately.

On January 17, 2023, the Board of Directors

of the Company (the “Board”) appointed Mr.

Gavin Cuneo and Mr.

Michael Minnick as co-CEOs of the Company, effective

Additionally, in connection with this appointment,

Cuneo and Mr.

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

as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s

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

CIIG also entered into that certain

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

On January 17, 2023, CIIG entered into a

Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown PropTech Sponsor, LLC (“Crown PropTech

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

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

In connection with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter

Agreement”) and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor

in connection with the Company’s IPO.

As a result of the above transaction CIIG became a co-sponsor to Crown.

In connection with the above transaction, Crown

PropTech Sponsor entered into a letter agreement dated January 17, 2023, whereby Crown PropTech Sponsor is no longer entitled to

receive any payments under the administrative services agreement, and the Company is no longer required to pay any such payments.

Additionally,

Crown PropTech Sponsor waived their right to receive $ 339,107 related to the administrative services agreement.

Change in Management

On February 15, 2024, Gavin Cuneo notified the

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PropTech Sponsor would be able to satisfy those obligations.

Proposed Business Combination

On July 2, 2025, (i) the Company (“SPAC”),

Business Combination Agreement

On July 2, 2025, the Company (“SPAC”),

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

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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”).

MKA Poland and Mkango ServiceCo, the “Companies”) entered into a business combination agreement (the “Business Combination

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.

Business Combination Agreement

Registration Statement

As promptly as reasonably practicable after the

date of the Business Combination Agreement, Lancaster will prepare and file with the SEC a registration statement on Form F-4 (the “Registration

Statement”), which will include a prospectus with respect to PubCo’s securities to be issued in connection with the Business

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

of proxies for the vote by SPAC’s shareholders with respect to the proposed business combination and other matters to be described

in the Registration Statement.

Representations and Warranties

The Business Combination Agreement contains customary

representations and warranties of the parties, in each case relating to, among other things, their ability to enter into the Business

Combination Agreement and their outstanding capitalization.

The representations and warranties will not survive the Closing, and the Business

Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto.

The Business Combination Agreement contains customary

covenants of the parties, including, among others, covenants requiring (i) the parties to conduct their respective businesses in the ordinary

course through the Closing Date, (ii) the parties not to solicit, initiate, submit, facilitate, discuss or negotiate with third parties

regarding alternative transactions and comply with certain related restrictions, (iii) the parties to prepare, and PubCo to file, the

Registration Statement with the SEC and (iv) SPAC and the Companies using commercially reasonable efforts to execute financing agreements

raising $ 25.75 million or more in aggregate gross proceeds prior to or at the Closing.

The Business Combination Agreement provides that,

immediately following the Closing, the board of directors of PubCo (i) will consist of one (1) director designated in writing by SPAC,

reasonably acceptable to Lancaster and qualifying as an independent director, and up to six (6) other directors designated in writing

by Lancaster, after consultation with SPAC, and (ii) will be divided into three (3) classes of directors with staggered terms.

The management

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

Conditions to Closing

The Closing will occur within three (3) business

days following the satisfaction or waiver of all of the closing conditions, or at such other time or in such other manner as agreed upon

by SPAC and the Companies in writing.

The Business Combination Agreement may be terminated

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

by mutual written consent of SPAC and Lancaster;

by either Lancaster or SPAC if the Closing has not occurred by March 11, 2026 (and no material breach of the Business Combination Agreement by the party seeking to terminate primarily caused or resulted in the failure of the Transactions to be consummated by such time);

by either Lancaster or SPAC if any governmental authority has enacted, issued, promulgated, enforced, or entered any governmental order which has become final and nonappealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

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

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

by SPAC if the Companies fail to deliver either of the Technical Report Summary or Lancaster’s 2024 and 2023 audited financial statements on or before August 31, 2025;

(i) any Company or any of their subsidiaries enters into bankruptcy, receivership, administration, restructuring, corporate rescue or other similar proceedings or (ii) a liquidator, administrator, restructuring officer, or similar person is appointed on behalf of a Company;

by either the Companies or SPAC upon a material breach of any representation, warranty, covenant, or agreement on the part of the other in the Business Combination Agreement or in any other agreements relating to the Transactions and such breach is not cured within thirty (30) days following receipt of a written notice of such breach;

by written notice from Lancaster to SPAC if the closing of a convertible note transaction between Lancaster and CIIG Management III LLC, a Delaware limited liability company and an existing sponsor of SPAC (“CIIG III”), which is conditioned on the public filing of the Registration Statement, is not consummated in accordance with the terms of the convertible note.

If the Business Combination Agreement is terminated,

the Business Combination Agreement will become void and have no effect, without any liability on the part of any party thereto or its

respective affiliates, officers, directors, or shareholders, other than liability of the Companies or SPAC, as the case may be, for fraud

or for any willful and material breach of the Business Combination Agreement occurring prior to such termination.

Shareholder Support Agreement

Concurrently with the execution and delivery of

the Business Combination Agreement, the Selling Shareholder, SPAC, and the Companies entered into a Shareholder Support Agreement (the

“Shareholder Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth

therein, the Selling Shareholder agreed to, among other things:

vote all shares in the Companies held directly or indirectly by the Selling Shareholder in favor of the Business Combination Agreement, the Transactions, and any related actions, and against any other transaction or proposal intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or result in the failure to satisfy any closing condition set forth in the Business Combination Agreement;

take all actions reasonably necessary to consummate the Transactions;

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

The Selling Shareholder also agreed not to commence,

join in, facilitate, assist, or encourage any claim against SPAC, Merger Sub, PubCo, the Companies, or any of their respective successors

or directors challenging the validity of, or seeking to enjoin the operation of, any provision of the Shareholder Support Agreement or

alleging a breach of any fiduciary duty in connection with the evaluation, negotiation, or entry into the Business Combination Agreement

or any other agreement in connection with the Transactions.

This Shareholder Support Agreement shall terminate

upon the earliest to occur of (a) the Expiration Time (as defined in the Shareholder Support Agreement) and (b) the mutual written agreement

of SPAC, the Companies, and the Selling Shareholder.

Sponsor Support Agreement

CIIG III, the Companies, SPAC, and certain investors

in SPAC named therein have executed a Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which, among

other things, and subject to the terms and conditions set forth therein, CIIG III and certain other investors in SPAC have agreed to:

vote all of their shares of SPAC’s Founder Shares in favor of the Business Combination Agreement, the Transactions, and any related actions, and against any other transaction or proposal that would reasonably be expected, to impede, interfere with, materially delay, postpone or adversely affect the Transactions in any material respect or result in the failure to satisfy any closing conditions set forth in the Business Combination Agreement;

take all actions reasonably necessary to consummate the Transactions, and

not transfer or redeem any shares of SPAC’s Founder Shares or SPAC warrants held by them prior to Closing, subject to certain exceptions.

CIIG III also agreed to waive certain rights under

SPAC’s organizational documents related to the adjustment of the Initial Conversion Ratio (as defined in the Sponsor Support Agreement)

in connection with the Transactions.

Additionally, CIIG III committed to not demand redemption of its Founder Shares or commence any claims

against SPAC or the Companies related to the negotiation or execution of the Business Combination Agreement.

A portion of the PubCo Ordinary Shares issued

to CIIG III with respect to the SPAC Founder Shares held by CIIG III may be placed into escrow at Closing based on the amount of Available

Gross SPAC Cash (as defined in the Business Combination Agreement).

Such shares are subject to release upon achieving certain share price

thresholds during the Sponsor Earnout Period (as defined in the Sponsor Support Agreement).

In the event of a change of control during

the Sponsor Earnout Period, the vesting requirements will be deemed satisfied, and any remaining CIIG III escrow shares will be released.

This Sponsor Support Agreement shall automatically

terminate upon the earliest of the valid termination of the Business Combination Agreement or mutual written agreement of the parties,

provided that such termination does not relieve liability for pre-termination breaches.

Registration Rights and Lock-Up Agreement

In connection and concurrently with the Closing,

PubCo, CIIG III, Crown PropTech Sponsor, LLC (together with CIIG III, the “Sponsors”), SPAC, and certain shareholders of the

SPAC and the Company (such SPAC and Company shareholders, together with the Sponsors, the “Holders”) will enter into a Registration

Rights and Lock-Up Agreement substantially in the form attached as Exhibit A to the Business Combination Agreement (the “Registration

Rights and Lock-Up Agreement”).

Pursuant to the terms of the Registration Rights and Lock-Up Agreement, PubCo will grant the Holders

certain registration rights with respect to their securities.

Effective upon the Closing, PubCo will file a

registration statement with the SEC within 15 business days to register the resale of all Holders’ Registrable Securities on a continuous

basis and will use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable.

Holders will also be entitled to customary demand and piggyback registration rights, subject to certain limitations.

The Registration Rights and Lock-Up Agreement

also imposes transfer restrictions on 80 % of each Holder’s securities (the “Lock-Up Shares”) during the Lock-Up Period

(as defined below), subject to certain adjustments.

The “Lock-Up Period” is defined as the following:

Sponsors and SPAC shareholders:

● 33 % released three months after the Closing Date.

● 33 % released six months after the Closing Date.

● 34 % released nine months after the Closing Date.

Company shareholders:

● 33 % released twelve months after the Closing Date.

● 33 % released eighteen months after the Closing Date.

● 34 % released twenty-four months after the Closing Date.

Exceptions to the lock-up include transfers to

immediate family members, affiliates, or entities controlled by the Holder, among other specified permitted transferees (provided these

transferees agree to be bound by the same lock-up restrictions).

Assignment, Assumption and Amendment Agreement

In connection and concurrently with the Closing,

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

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

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

the required approval by the shareholders of SPAC and the satisfaction of certain other conditions as described in the Business Combination

Agreement in the Company’s Form 8-K filed with the SEC on July 3, 2025.

Shareholder Meetings

1 unchanged sentence

On February 9, 2024, the Company’s

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

to extend the date by which the Company must consummate an initial Business Combination from February 11, 2023 to February 11,

2024 (the “2023 Extension Proposal”).

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 Class A ordinary shares at the Extraordinary

General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 1,500,000 Class A

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

In connection with the vote to approve the 2023

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

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

As a result, $ 238,305,063 (approximately

$ 10.18 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions, there

were 4,196,485 Class A ordinary shares issued and outstanding.

February 9, 2024

On February 9, 2024, the Company’s

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

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Liquidity, Capital Resources and Going Concern

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

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

All remaining cash held in the Trust Account is

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

Combination or to redeem Class A ordinary shares.

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

to be withdrawn as described above.

Through September 30, 2024, the Company’s

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

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

contributions from the Sponsors of $ 673,418 .

As of March 31, 2025, the Company had cash outside

the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 3,750,379 .

All remaining cash held in the

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

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

As of March 31, 2025, none of the amount in the Trust Account

was available to be withdrawn as described above.

Through March 31, 2025, the Company’s liquidity

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

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

from the Sponsors of $ 673,418 .

The Company has incurred and expects to continue

51 unchanged sentences

of the date of these financial statements.

Note 2– Restatement of Previously

Issued Financial Statements

On October 13, 2025, the Company’s management,

in consultation with the Audit Committee of the Board of Directors, concluded that the Company’s previously issued interim financial

statements as of and for the periods ended September 30, 2023 (the impacted period) should be restated to correct the accounting for the

below transactions:

During the three months ended March 31, 2023,

the Company entered into non-redemption agreements with certain investors.

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

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

In accordance with the 10-K as of December 31, 2023 filed by the

Company with the SEC on September 12, 2025, the Company adjusted the impact of $ 1,156,500 as an expense in the statement of operations

for the nine months ended September 30, 2023.

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

in shareholders’ deficit or the statement of operations for this restatement.

The transaction was determined to be a transfer

of an existing equity interest between shareholders, coupled with an agreement not to redeem, the appropriate accounting is consistent

with SEC Staff guidance in SAB Topic 5T (“Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”).

conveyed to the investor is a cost of securing financing or corporate actions, borne and funded entirely by the Sponsor, and thus would

be reflected as a capital contribution to the Company, with a corresponding charge to expense in the Company’s books.

No recognition

of a new liability or equity instrument by the Company is warranted, as the Company is not a party to an issuance transaction and is not

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

During the nine month period ended September 30, 2023,

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

For the nine months ended September 30,

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

In accordance with the

10-K as of December 31, 2023 filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $ 339,107 as an

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

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

of operations for this restatement.

The Crown PropTech Sponsor’s debt forgiveness

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

as an increase to additional paid-in capital.

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

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

In connection with a Securities Assignment Agreement

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

For the nine months

ended September 30, 2023, the company included these expenses as operating costs.

In accordance with the 10-K as of December 31, 2023

filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $ 263,040 as an equity contribution on the

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

For the three months ended September

30, 2023, there was no impact to the statement of changes in shareholders’ deficit or the statement of operations for this restatement.

The Securities Assignment Agreement does

not give rise to a recognition or measurement event for the Company under accounting principles generally accepted in the United

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

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

financial statements as a decrease to the relevant gain from settlement of payables and an increase to additional paid-in capital, measured

based on the value of the consideration transferred to the third party at settlement.

This treatment reflects the substance of a shareholder-funded

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

and related GAAP references.

In addition to the restatements of the above items,

for the nine months ended September 30, 2023, components of accumulated deficit on the statement of changes in shareholders’ deficit

were restated, resulting in no change in accumulated deficit.

The restatement related to a securities assignment agreement dated January

In the Company’s September 30, 2023 Form 10-Q filed with the SEC on March 31, 2025, the company recognized $ 2,837,593

in accumulated deficit with an offset in the same amount.

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

of changes in shareholders’ deficit for this restatement.

Upon further review, management determined the transaction did not warrant

recognition in the financial statements under SAB 5T.

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

is reflected in the following tables:

Balance Sheet September 30, 2023

Additional Paid-in Capital

Accumulated Deficit

$ ( 12,268,361 )

$ ( 1,758,647 )

$ ( 14,027,008 )

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

Operating costs

Loss from Operations

$ ( 1,649,613 )

$ ( 244,812 )

$ ( 1,894,425 )

Settlement of payables

$ ( 357,335 )

Non-redemption agreement expense

$ ( 1,156,500 )

Total other income, net

$ ( 1,513,835 )

$ ( 1,758,647 )

$ ( 203,644 )

Basic and diluted net income per redeemable share

Basic and diluted net income per non-redeemable share

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

Non-redemption agreements

$ ( 1,156,500 )

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

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

Total Additional Paid in Capital

CIIG Securities Assignment Agreement

$ ( 2,837,593 )

Excess value of CIIG Securities Assignment Agreement

( 2,837,593 )

$ ( 1,758,647 )

$ ( 203,644 )

Total Accumulated Deficit

$ ( 12,268,361 )

$ ( 1,758,647 )

$ ( 14,027,008 )

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

$ ( 1,758,647 )

$ ( 203,644 )

Non-redemption agreement expense

Settlement of payables

$ ( 777,871 )

$ ( 420,536 )

Accounts payable

Net cash used in operating activities

$ ( 654,213 )

$ ( 263,040 )

$ ( 917,253 )

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

Net cash used in financing activities

$ ( 237,729,947 )

$ ( 237,466,907 )

Supplemental Disclosure of Non-Cash Financing Activities:

Equity contribution from Non-Redemption Agreements

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

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”,

requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently

evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s

financial statements.

Note 2 — Significant Accounting Policies

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

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

December 31, 2024.

results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected through December 31,

The accompanying unaudited condensed financial

statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the

Company with the SEC on September 12, 2025.

Company with the SEC on December 2, 2025.

Segment Reporting

The Company complies with ASC Topic 280, “Segment

Reporting,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant

segment expenses among other disclosure requirements.

The Company adopted ASC Topic 280 on January 1, 2025.

The amendments will be applied

retrospectively to all prior periods presented in the financial statements (see Note 10).

Emerging Growth Company Status

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

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

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

The Company had $ 425 of cash and no cash equivalents

as of March 31, 2025 and December 31, 2024.

Investments Held in Trust Account

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

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

As of March 31, 2025 and December 31, 2024, the

Trust Account had $ 5,864,749 and $ 5,804,083 , respectively, held in marketable securities.

Such securities are presented on the balance

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

the accompanying statements of operations.

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

market information.

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

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

During the three and nine months ended September

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

with redemptions.

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

Trust Account in connection with redemptions.

the accompanying unaudited condensed statements of operations.

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

determined using available market information.

For the three months ended March 31, 2025 and 2024, the Company withdrew $ 0 and $ 23,724,846 ,

respectively, of principal and dividend income from the Trust Account in connection with redemptions.

Concentration of Credit Risk

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Depository Insurance Coverage of $ 250,000 .

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

this account.

Class A Ordinary Shares Subject

to Possible Redemption

At March 31, 2025 and December 31,2024, the Company has not experienced losses on this

Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair

Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control

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occurrence of uncertain future events.

Accordingly, as of September 30, 2024 and December 31, 2023, 513,613 and 4,196,485 , respectively,

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

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

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

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

Accordingly, as of March 31, 2025 and December 31, 2024, 513,613 , shares of Class A ordinary

shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit

section of the Company’s balance sheets.

As of March 31, 2025 and December 31, 2024, the

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

Ordinary shares subject to possible redemption, December 31, 2023

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Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2024

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2024

( 1,487,025 )

( 16,484,256 )

Ordinary shares subject to possible redemption, December 31, 2024

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, September 30, 2024

Net (Loss) Income per Ordinary Shares

Ordinary shares subject to possible redemption, March 31, 2025

Net Loss per Ordinary Shares

The Company has two classes of shares, which are

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per share were issued on February 11, 2021.

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

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

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

upon the occurrence of future events.

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

per ordinary share for the periods.

For the Three Months Ended

September 30,

For the Nine Months Ended

September 30,

Non-redeemable

Basic and diluted net (loss) income per share

Allocation of net (loss) income

$ ( 136,922 )

No warrants were exercised during the three months ended March 31, 2025 or 2024.

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

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

of future events.

As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.

For the Three Months Ended March 31,

Redeemable Class A

Non-Redeemable Class B

Redeemable Class A

Non-Redeemable Class B

Basic and diluted net loss per share

Allocation of net loss

$ ( 662,791 )

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Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Basic and diluted net loss per share

Share Based Compensation

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the amounts due under the Working Capital Loan into warrants.

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

At March 31, 2025 and December 31, 2024, the Working Capital Loan Option

no longer existed.

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

As of September 30, 2024 and December

As of March 31, 2025 and December

31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

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Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280):

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

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

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

Early adoption is permitted.

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

impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

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

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

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management has determined the adoption

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

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Securities Assignment Agreement (Restated)

On January 17, 2023, pursuant to the Securities

Assignment Agreement, CIIG, acquired an aggregate of 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants of

the Company from Crown PropTech Sponsor in a private transaction.

As the transaction is between the Crown PropTech

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

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

In association with the Securities Assignment

Agreement, the prior Sponsor agreed to pay certain operating expenses of the Company.

In accordance with Staff Accounting Bulletin (“SAB”)

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

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

Non-Redemption Agreements (Restated)

Beginning on January 31, 2023, and continuing

until the Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming Investors.

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

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

of 4,000,000 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed

to transfer to such Non-Redeeming Investors an aggregate of 1,500,000 Class A ordinary shares upon conversion of the Class B

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

The Company estimated the aggregate fair value

of the 1,500,000 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 1,156,500 or $ 0.77 per share.

Non-Redemption Agreements

In February 2024, the Company and CIIG entered

into the Non-Redemption Agreements with Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic

interest of an aggregate of 464,414 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming

into Non-Redemption Agreements with Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic interest

of an aggregate of 464,414 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 1,857,655 Class A ordinary shares at the February 2024 Extraordinary General

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

On January 17, 2023, CIIG entered into the Assignment

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

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

of the Company to CIIG.

On January 17, 2023, CIIG entered into the

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

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

shares of the Company to CIIG.

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

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Combination, the Founder Shares will be released from the lockup.

Promissory Note—Related Party

On July 20, 2023, CIIG advanced the Company $ 114,419

in to be used for working capital.

The loaned funds advanced to the Company are non-interest bearing and are due upon demand.

In December 2023, $ 135,000 borrowed under the

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

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

of the Company aggregating $ 30,756 .

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

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

Administrative Support Agreement (Restated)

Commencing on the date of the IPO, the Company

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

Upon completion

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

On January 17,

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

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

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

Working Capital Loans

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

CIIG has advanced funds to the Company and paid

expenses on behalf of the Company.

These borrowing are non-interest bearing and are due upon demand.

Borrowing under the A&R Note and the advances

from CIIG are reported on the balance sheets as due to related parties.

At March 31, 2025 and December 31, 2024, the Company reported

$ 1,275,219 and $ 1,189,077 , respectively, on the balance sheets.

Note 6 — Commitments &

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

Underwriters Agreement

A deferred underwriting discount of $ 0.35

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

that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement.

In December 2022, the

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

Settlement of Payables (Restated)

For the three and nine months ended September

30, 2023, the Company settled payables for an aggregate of $ 0 and $ 759,643 , respectively, due to vendors and related parties and reported

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

The settlement of the payables is reported on the statements

of operations and statements of changes in shareholders’ deficit with $0 and $ 420,536 , respectively, reported in the statement of

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

Included in the settled payables for the nine months ended September

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

For the three and nine months ended September

30, 2023, $ 0 and $ 339,107 , respectively, was recognized in the statement of changes in shareholders’ deficit for the settlement

of these payables.

There were no settled payables for the three or nine months ended September 30, 2024.

Note 7 — Shareholders’ Deficit

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

As of September 30, 2024 and December

As of March 31, 2025 and December

31, 2024, there were no preference shares issued or outstanding.

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

At September 30, 2024

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

respectively).

At March 31, 2025 and

December 31, 2024, there were no shares issued and outstanding (excluding 513,613 shares subject to possible redemption).

Class B Ordinary Shares — The

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

At September 30, 2024

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

At March 31, 2025 and

December 31, 2024, there were 6,900,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary shares and

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Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability

The fair value of the Public Warrant liability is classified within Level 1 of the fair value hierarchy.

The Company’s management believes the Private

Warrants are economically equivalent to the Public Warrants.

As such, the valuation of the Private Warrants is based on the valuation

of the Public Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy

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

At September 30, 2024 and December 31, 2023 , there was

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

At March 31, 2025 and December 31, 2024 , there was insufficient trading activity for the Public Warrants to be classified as

Level 1 and was classified as Level 2.

The Company’s management has determined

the Private Warrants are economically equivalent to the Public Warrants.

As such, the valuation of the Private Warrants is based on the

valuation of the Public Warrants.

The fair value of the Private Warrant liability is classified within Level 2 of the fair value

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

The following table presents fair value information

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

September 30, 2024 Level 1 Level 2 Level 3

March 31, 2025 Level 1 Level 2 Level 3

Investments held in Trust Account $ 5,864,749 $ —

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Fair Value of warrants

NOTE 10 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from

which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

The Company’s CODM has been identified as

the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable

The CODM assesses performance for the single

segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of

operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key

metrics included in net income or loss and total assets, which include the following:

Investments held in Trust Account

Three Months Ended

Operating costs

$ ( 772,793 )

$ ( 382,550 )

Trust dividend income

Net income (loss)

$ ( 712,127 )

$ ( 333,546 )

The CODM reviews Trust dividend income to measure

and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance

with the Trust Agreement.

Operating costs are reviewed and monitored by

the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within

the Combination Period.

The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

Operating costs, are the significant segment expenses provided to the CODM on a regular basis.

Note 11 — Subsequent Events

The Company evaluated subsequent events and

transactions that occurred after the balance sheet date through the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events, other than discussed in the Notes and below, that would have

required adjustment or disclosure in the unaudited condensed financial statements.

transactions that occurred after the balance sheet date through the date that the financial statements were issued.

Based upon this review,

the Company did not identify any subsequent events, other than discussed in the Notes and below, that would have required adjustment or

disclosure in the financial statements.

Proposed Business Combination

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

Revised A&R Note

On March 28, 2025, the A&R Note in the aggregate

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

(i) February 11, 2026;

(ii) the date on which the Company

consummates a Business Combination;

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

Non-Redemption Agreements

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On June 1, 2025, the Company engaged Jett Capital

Advisors, LLC (“Jett Capital”) as financial advisor to advise the Company on their proposed Business Combination with Lancaster

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

as financial advisor to advise the Company on their proposed Business Combination with Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O.,

MKA BVI, and Mkango ServiceCo UK Limited.

The Company has agreed to pay Jett Capital as

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a cash fee equal to three percent ( 3.0 %) of the total Offering size payable at offering close from immediately available funds.

BCA Note Put Option Buyout

On June 2, 2025, Lancaster agreed to issue and

sell a convertible promissory note to an affiliate of the Company’s Chairman (the “Investor”) in connection with the

Proposed Business Combination with a principal amount of $ 500,000 (the "BCA Note”), as described in the Note Purchase Agreement

in the Company's Form 8-K filed with the SEC on June 3, 2025.

The Company’s CEO and an affiliated entity

of the CEO, entered into a letter agreement (the "Letter Agreement") with the Investor.

The Letter Agreement includes a put

option buyout by the Company’s CEO and/or an affiliated entity of the CEO in the event if for any reason whatsoever Investor is

entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant

to the terms of the BCA Note), and such payment was not timely made by Lancaster.

Associated with the Letter Agreement, CIIG agreed

to transfer to the Investor 250,000 Founder Shares if the Company consummates the Transactions with Lancaster.

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

What changed 10-Q

Item 1. Financial Statements