What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-12-05 compared with 2025-11-07 · 84 added, 483 removed, 324 unchanged (64% of the section changed)

52 unchanged sentences

(i) the completion of a business combination and (ii) the distribution of the Trust Account as described below.

Change in Management, Sponsor and Board of

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.

Chera’s resignation was voluntary and not the result of any disagreement with the operations,

policies or practices of the Company.

Chera shall continue to serve as a director of the Company.

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.

Change in Management

On January 17, 2023, CIIG entered into a

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Sponsor, the “Sponsors”).

In connection with the above transaction, Crown

PropTech Sponsor entered into a letter agreement dated as of 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.

of the date of this Annual Report, the Company has not made any payments pursuant to the administrative agreement and does not expect

to incur any related expenses in the near future.

On May 5, 2023, Frits van Paasschen, a member

of the Board, chair of the Audit Committee of the Board, chair of the Nominating and Corporate Governance Committee of the Board, and

a member of the Compensation Committee of the Board, notified the Board of his resignation from the Board, effective upon the acceptance

by the Board, which the Board accepted on May 8, 2023.

van Paasschen’s resignation was voluntary and not the result

of any disagreement with the operations, policies or practices of the Company.

On May 8, 2023, the Board elected Chris Rogers

as a member of the Board, chair of the Audit Committee of the Board, a member of the Nominating and Corporate Governance Committee of

the Board, and a member of the Compensation Committee of the Board, effective immediately.

On February 15, 2024, Gavin Cuneo notified the

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February 9, 2024

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.

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”).

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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Notice of Delisting

On April 18, 2023, the Company received a notice

from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the

NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022

(the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that, under NYSE

rules, the Company would have six months from April 17, 2023 to file the Form 10-K with the SEC.

The Company can regain compliance with

the NYSE listing standards at any time prior to that date by filing its Form 10-K.

On May 2, 2023, the Company filed its Form 10-K

with the SEC and regained compliance with the NYSE.

On May 23, 2023, the Company, received a notice

from the NYSE indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result

of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (the “Form 10-Q”) with

the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that, under NYSE

rules, the Company would have six months from May 22, 2023 to file the Form 10-Q with the SEC.

The Company can regain compliance

with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

On June 2, 2023, the Company filed its Form 10-Q

for the quarter ended March 31, 2023 with the SEC and regained compliance with the NYSE.

On November 21, 2023, the Company, received a

notice from the NYSE indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result

of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Form 10-Q”)

with the Securities and Exchange Commission (the “SEC”).

The NYSE informed the Company that, under NYSE

rules, the Company would have six months from November 20, 2023 to file the Form 10-Q with the SEC.

The Company can regain compliance

with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.

If the Company fails to file the Form 10-Q before

the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the

Company to regain compliance, depending on the specific circumstances.

The notice from the NYSE also notes that the NYSE may nevertheless

commence delisting proceedings at any time if it deems that the circumstances warrant.

On February 12, 2024, the NYSE determined that

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

Business Combination Agreement

Share Split and Conversion of Securities

Pursuant 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.

Further, 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.

Registration Statement

As promptly as reasonably practicable after the

date of the Business Combination Agreement, the parties 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 obligations of the parties to consummate the

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

of the SPAC Shareholders’ Approval, the Selling Shareholder’s Approval and the Merger Sub Shareholder’s Approval shall

have been obtained;

Registration Statement having become effective under the Securities Act;

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

any applicable listing requirements of Nasdaq;

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;

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;

corporate actions, including a reorganization of the Companies, having been completed, and

of any required regulatory approvals (including of the TSX Venture Exchange (“TSX-V”)), and

customary closing conditions set forth in the Business Combination Agreement.

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:

mutual written consent of SPAC and Lancaster;

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

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

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

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

or prohibiting consummation of the Transactions;

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

SPAC if the Selling Shareholder does not approve the Transactions;

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

on or before August 31, 2025;

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

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

of a Company;

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

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

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

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

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

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

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:

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.

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:

released three months after the Closing Date.

released six months after the Closing Date.

released nine months after the Closing Date.

Company shareholders:

released twelve months after the Closing Date.

released eighteen months after the Closing Date.

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.

Financial Advisor Service Agreement

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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

A work fee of $100,000 upon the execution of the

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

Transaction Fee;

Business Combination

Upon the Company closing a Business Combination,

Jett Capital shall receive a cash transaction fee payable as follows:

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

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

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

offering completed by Mkango following the Business Combination.

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

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

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

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

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

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

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

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

and $2.0 million of the cash transaction

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

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

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

Offering Fee;

Business Combination PIPE

For any offering, or combination of offerings

that provide incremental gross proceeds beyond the Trust Account of the Company to Mkango at close of the Business Combination (the “Business

Combination PIPE” or the “PIPE”), Jett Capital shall be a Joint-Placement Agent in this PIPE with Cohen & Company

Capital Markets (“CCM”), each collecting fifty percent (50.0%) of a cash fee equal to four and a half percent (4.5%) of the

gross proceeds raised in the PIPE.

Offering Fee;

Equity Offering

Upon the Company closing an equity or equity-linked

offering following the close of the Business Combination, Jett Capital shall be a Joint Placement Agent in the equity or equity-linked

Offering and receive 50% of a cash fee equal to six percent (6.0%) of the total offering size payable at offering close from immediately

available funds.

Offering Fee;

Debt Offering

Upon the Company closing a debt offering following

the close of the proposed Business Combination, Jett Capital shall be a Joint Placement Agent in the debt offering and receive 50% of

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

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.

Restatement of Previously Issued Financial

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 Shareholder(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.

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 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.

Results of Operations and Known Trends or Future

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accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2024, we had a net loss of

$161,227 driven by $260,603 of operating costs and non-redemption agreement expense of $75,341, partially offset by income in our trust

account of $174,717.

For the three months ended September 30, 2023,

we had net income of $950,666 driven by a change in fair value of warrant liability of $781,734 and income in our trust account for $569,042,

partially offset by $400,110 of operating costs.

For the nine months ended September 30, 2024, we had a net loss of

$259,248 driven by non-redemption agreement expense of $451,322 and $688,859 of operating costs partially offset by income in our trust

account for $880,933.

For the nine months ended September 30, 2023,

we had a net loss of $203,644 (as restated) driven by $1,894,425 of operating costs (as restated), non-redemption agreement expense of

$1,156,500 (as restated) and a change in fair value of warrant liability of $355,333, partially offset by income in our trust account

of $2,782,078 and settled payables and amounts due to related parties of $420,536 (as restated).

For the three months ended March 31, 2025, we

had net loss of $712,127.

We incurred $772,793 of operating costs, partially offset by trust dividend income of $60,666.

For the three months ended March 31, 2024,

we had net loss of $333,546.

We incurred $382,550 of operating costs and non-redemption agreement expense of $375,981, partially offset

by income on our trust account for $424,985.

Liquidity, Capital Resources and Going Concern

15 unchanged sentences

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

For the nine months ended September 30, 2024, cash used in operating

activities was $263,483, resulting from a net loss of $259,248 which was impacted by non-redemption agreement expense of $451,322, trust

dividend income of $880,933 and changes in operating assets and liabilities of $425,376.

For the nine months ended September 30, 2023,

cash used in operating activities was $917,253 (as restated), resulting from a net loss of $203,644 (as restated) which was impacted by

unrealized loss on change in fair value of warrant liabilities of $355,333, non-redemption agreement expense of $1,156,500 (as restated),

trust dividend income of $2,782,078 and changes in operating assets and liabilities of $556,636 (as restated).

As of September 30, 2024 and December 31,

2023, we had cash outside the trust account of $425 and $652 available for working capital needs and working capital deficits of $2,940,064

and $2,277,105, respectively.

For the three months ended March 31, 2025, cash

used in operating activities was $86,142, resulting from a net loss of $712,127 which was impacted trust dividend income of $60,666 and

changes in operating assets and liabilities of $686,651.

For the three months ended March 31, 2024,

cash used in operating activities was $171,227, resulting from the net loss of $333,546 which was impacted by non-redemption agreement

expense associated with the non-redemption agreements of $375,981, trust dividend income of $424,985 and changes in operating assets and

liabilities of $211,323.

As of March 31, 2025 and December 31,

2024, we had cash outside the trust account of $425 available for working capital needs and working capital deficits of $3,750,379 and

$2,977,586, respectively.

All remaining cash held in the trust account is generally unavailable for our use, prior to an initial business

combination, and is restricted for use either in a business combination or to redeem ordinary shares.

As of September 30, 2024 and December 31,

As of March 31, 2025 and December 31,

2024, none of the amount in the trust account was available to be withdrawn as described above.

Through September 30, 2024, our liquidity needs

were satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering,

Through March 31, 2025, our liquidity needs were

satisfied through receipt of $25,000 from the sale of the Founder Shares, the remaining net proceeds from the Initial Public Offering,

the sale of Private Placement Warrants, the Promissory Note and the Convertible Note (as defined below) and capital contributions from

the Sponsors of $673,418.

On November 30, 2021, we entered into a convertible

note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

Chera agreed to loan us up to an

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

The Convertible Note was non-interest bearing and due on

the earlier of:

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

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

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

2023, and effective as of January 17, 2023, the Convertible Note was amended and restated (the “A&R Note”) in the

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

(i) February 11, 2024;

(ii) the date on which the

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

Additionally, due to a waiver

Chera, the A&R Note no longer provides for the Conversion Right.

On March 28, 2025, and effective as of February

11, 2024, the A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of:

On November 30, 2021, the Company entered into

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

Chera agreed to loan the

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

The Convertible Note was non-interest

bearing and due on the earlier of:

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

If the Company does not consummate a Business Combination, the Company may use a portion of any funds held outside the Trust Account to

repay the Convertible Note;

however, no proceeds from the Trust Account may be used for such repayment if the Company does not consummate

the Business Combination.

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

option of Mr.

Chera (the “Conversion Right”).

The warrants would be identical to the Private Placement Warrants.

On May 31, 2023, the Convertible Note was amended

and restated (the “A&R Note”) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of:

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

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

Additionally, due to a waiver by Mr.

Chera, the A&R Note no longer provides for the Conversion Right.

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

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

(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.

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.

The Company has incurred and expects to continue

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In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

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

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

The Company has until March 11,

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

These conditions raise substantial

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

statements are issued.

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

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

after March 11, 2026.

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

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

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

has until March 11, 2026, or by the end of any extension to the Combination Period, to consummate a Business Combination.

These conditions

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

date that the financial statements are issued.

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

and subsequent dissolution.

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

to liquidate after March 11, 2026.

Commitments and Contingencies

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

On November 10, 2021 (but effective as of the

closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor, Anchor Investor

and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights

As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.

Underwriting 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

we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters agreed

to waive their right to receive any additional deferred underwriting discount and as a result, the Company de-recognized the related deferred

underwriting discount.

The Company considers the deferred underwriting discount an offering cost.

Offering costs are charged to shareholders’

equity or statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon

the completion of the IPO.

Upon the waiver of the deferred underwriting discount, a portion of the deferred underwriting discount was

recorded to the statement of operations and to shareholders’ equity.

For the year ended December 31, 2022, in relation to the waiver

of the deferred underwriting discount, the Company recognized other income of $479,780 for offering costs related to warrant issuance

and an increase in additional paid-in capital of $9,180,220.

Advisory Service Agreements

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such services will be payable only upon consummation of an initial business combination by us.

Administrative Support Agreement

We previously entered into an administrative agreement

to pay Crown PropTech Sponsor or an affiliate thereof a total of 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”).

to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are

no longer required to pay any such payments.

As of September 30, 2024 and December 31, 2023, we have not made any payments pursuant to

the administrative agreement and do not expect to incur any related expenses in the near future.

As the waiver of the Administrative Support

Payments is with a related party, the Company recognized $339,107 in the statement of changes in shareholders’ deficit for the settlement

of these transactions.

Attorney Fees

We incurred legal fees in connection with the

proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of December

31, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

On November 30, 2021, we entered into a convertible

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Actual results could differ from those estimates.

We have not identified any critical accounting estimates.

We have not identified any critical accounting estimates other

than the non-redemption agreement, discussed below.

Significant Accounting Policies

Non-Redemption Agreements

The Non-Redemption Agreements provide for the assignment of economic

interest of 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 Class A ordinary shares at the Extraordinary General Meetings.

Pursuant to the Non-Redemption Agreements,

CIIG has agreed to transfer to such Non-Redeeming Investors 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 Class B

ordinary shares attributable to the Non-Redeeming Investors to be $75,341 (or $0.65 per share) and $451,322 (or $0.78 per share) for the

three and nine months ended September 30, 2024, respectively.

For the three and nine months ended September 30, 2023, the Company estimated

the aggregate fair value of the Class B ordinary shares attributable to the Non-Redeeming Investors to be $0 (or $0.00 per share) and

$1,156,500 ($0.77 per share), respectively.

In 2024, 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 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

Class A ordinary shares at the Extraordinary General Meetings.

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer

to such Non-Redeeming Investors Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the

consummation of an initial Business Combination.

For the three months ended March 31, 2024, the Company estimated the aggregate fair value

of the Class B ordinary shares attributable to the Non-Redeeming Investors to be $375,981 or $0.81 per share.

For the three months ended March 31,

2025, we have not entered into any non-redemption agreements.

Each Non-Redeeming Investor acquired from the

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impact to the financial statements.

Recent Accounting Pronouncements

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

Segment Reporting (Topic 280):

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

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

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.

Recent Accounting Standards

Management does not believe that any recently

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Off-Balance Sheet Arrangements

As of September 30, 2024, we did not have any

off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

As of March 31, 2025, we did not have any off-balance

sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

The Jumpstart Our Business Startups Act of 2012

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adoption of such standards is required for non-emerging growth companies.

As a result, the unaudited condensed financial statements may

not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As a result, the financial statements may not be comparable

to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis