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Item 1. Financial Statements

2025-12-17 compared with 2025-12-05 · 199 added, 174 removed, 782 unchanged (32% of the section changed)

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Total liabilities

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

Class A ordinary shares subject to possible redemption, 491,806 and 513,613 shares at a redemption value of $ 11.54 and $ 11.30 as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ deficit:

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200,000,000 shares authorized;

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

no shares issued or outstanding, excluding 491,806 and 513,613 shares subject to possible redemption as of June 30, 2025 and December 31, 2024, respectively

Class B ordinary shares, $ 0.0001 par value;

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CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

For the Three Months Ended

For the Six Months Ended

Operating costs

Loss from operations

Other income (expense):

( 1,005,463 )

( 1,778,256 )

Other (expense) income:

Trust dividend income

Non-redemption agreement expense

Total other income, net

Change in fair value of warrant liabilities

Total other (expense) income, net

Net (loss) income

$ ( 1,204,678 )

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Weighted average redeemable shares outstanding

Basic and diluted net loss per redeemable share

Basic and diluted net (loss) income per redeemable share

Weighted average non-redeemable shares outstanding

Basic and diluted net loss per non-redeemable ordinary share

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

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2025

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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( 3,750,393 )

FOR THE THREE MONTHS ENDED MARCH 31, 2024

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

( 1,204,678 )

Balance as of June 30, 2025

$ ( 17,078,810 )

$ ( 4,791,375 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

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( 2,659,669 )

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2024

$ ( 14,694,331 )

$ ( 2,705,375 )

The accompanying notes are an integral part of

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CONDENSED STATEMENTS OF CASH FLOWS

Three Months Ended

For the Six Months Ended

Cash Flows from Operating Activities:

$ ( 1,916,805 )

$ ( 333,546 )

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

Change in fair value of warrant liabilities

Non-redemption agreement expense

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Supplemental Disclosure of Non-cash Financing Activities:

Equity contribution from Non-Redemption Agreements

Remeasurement of Class A ordinary shares subject to possible redemption

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NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2025

June 30, 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 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

As of June 30, 2025, the Company had not yet commenced

any operations.

All activity through June 30, 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.

The Company will not generate

any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsors are Crown PropTech

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Company of his decision to resign as the co-chief executive officer of the Company, effective immediately.

Michael Minnick, the Company’s Chief Executive

Officer, assumed the role of principal financial and accounting officer of the Company effective upon Mr.

Michael Minnick, the Company’s Chief Executive Officer, assumed

the role of principal financial and accounting officer of the Company effective upon Mr.

Cuneo’s resignation.

Minnick has served as the Company’s Co-Chief Executive Officer since January 2023.

Minnick has served

as the Company’s Co-Chief Executive Officer since January 2023.

Notice of Delisting

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

As discussed in Note 11, the Company’s shareholders

As discussed below, the Company’s shareholders

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

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August 9, 2024 Extraordinary General Meeting.

On May 9, 2025, the Company’s shareholders

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

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

Extension Proposal”).

In connection with the vote to approve the May

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

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

As a result approximately, $ 0.25

million (approximately $ 11.47 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions,

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

Associated with the May 9, 2025 Extraordinary

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

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

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

CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial

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

The May 2025 Non-Redemption Agreements provided

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

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

Liquidity, Capital Resources and Going Concern

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

As of June 30, 2025, the Company had cash outside

the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 4,755,842 .

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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

As of June 30, 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

Through June 30, 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

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of the date of these financial statements.

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.

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

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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 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 December 2, 2025.

Segment Reporting

results for the three and six months ended June 30, 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 December 2, 2025.

The Company complies with ASC Topic 280, “Segment

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The Company had $ 425 of cash and no cash equivalents

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

as of June 30, 2025 and December 31, 2024.

Investments Held in Trust Account

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

As of June 30, 2025 and December 31, 2024, the

Trust Account had $ 5,674,134 and $ 5,804,083 , respectively, held in marketable securities.

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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.

During the three and six months ended June 30, 2025, the Company withdrew $ 250,057 , of

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

During the three and six months ended June 30, 2024,

the Company withdrew $ 0 and $ 23,724,846 , respectively, of principal and interest income from the Trust Account in connection with redemptions.

Concentration of Credit Risk

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Depository Insurance Coverage of $ 250,000 .

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

At June 30, 2025 and December 31,2024, the Company has not experienced losses on this

Class A Ordinary Shares Subject to Possible

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occurrence of uncertain future events.

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

Accordingly, as of June 30, 2025 and December 31, 2024, 491,806 and 513,613 , respectively, shares

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

deficit section of the Company’s balance sheets.

As of June 30, 2025 and December 31, 2024, the

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

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Ordinary shares subject to possible redemption, March 31, 2025

Net Loss per Ordinary Shares

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, June 30, 2025

Net (Loss) Income per Ordinary Shares

The Company has two classes of shares, which are

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per share were issued on February 11, 2021.

No warrants were exercised during the 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

No warrants were exercised during the three and six months ended June 30, 2025 or 2024.

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

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

the occurrence of future events.

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

ordinary share for the periods.

For the Three Months Ended

For the Six Months Ended

Non-redeemable

Basic and diluted net (loss) income per share

Allocation of net (loss) income

$ ( 1,123,106 )

$ ( 131,258 )

$ ( 1,785,547 )

Weighted-average shares outstanding

Basic and diluted net loss per share

Basic and diluted net (loss) income per share

Share Based Compensation

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the amounts due under the Working Capital Loan into warrants.

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

At June 30, 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 March 31, 2025 and December

As of June 30, 2025 and December

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

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Beginning on August 8, 2024, and continuing until

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

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

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

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

Pursuant to the Non-Redemption Agreements, CIIG has agreed

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

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

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

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

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

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

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

of 461,146 Class A ordinary shares at the August 9, 2024 Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements,

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

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

The Company estimated the aggregate

fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 75,341 or $ 0.65 per share.

Beginning on May 6, 2025, and continuing until the May 9, 2025 Extraordinary

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

The Non-Redemption Agreements

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

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

at the May 9, 2025 Extraordinary General Meeting.

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

Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with

the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of the 115,287 Class B ordinary shares

attributable to the Non-Redeeming Investors to be $ 223,138 or $ 1.94 per share.

Each Non-Redeeming Investor acquired from the

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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.

CIIG has advanced funds to the Company and paid expenses on behalf

of the Company.

Some of these fundings have been in the form of related party promissory notes.

These borrowing are non-interest bearing.

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.

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

At June 30, 2025 and December 31, 2024, the Company

reported $ 1,458,768 and $ 1,189,077 , respectively, on the balance sheets.

As discussed in Note 2, 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.

Note 6 — Commitments &

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

Financial Advisor Service Agreement

On June 1, 2025, the Company engaged 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.

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.

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.

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 March 31, 2025 and December

As of June 30, 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 March 31, 2025 and

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

At June 30, 2025 and

December 31, 2024, there were no shares issued and outstanding (excluding 491,806 and 513,613 shares subject to possible redemption, respectively).

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 March 31, 2025 and

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

At June 30, 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

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

At June 30, 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.

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

March 31, 2025 Level 1 Level 2 Level 3

June 30, 2025 Level 1 Level 2 Level 3

Investments held in Trust Account $ 5,674,134 $ —

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Fair Value of warrants $ —

December 31, 2024

Investments held in Trust Account

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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 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:

When 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

For the Three Months Ended

For the Six Months Ended

Operating costs

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$ ( 1,778,256 )

$ ( 428,256 )

Trust dividend income

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

Shareholder Meeting

On May 9, 2025, the Company’s shareholders

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

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

Extension Proposal”).

In connection with the vote to approve the May

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

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

As a result approximately, $ 0.25

million (approximately $ 11.47 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions,

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

Associated with the May 9, 2025 Extraordinary

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

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

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

CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial

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

The May 2025 Non-Redemption Agreements provided

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

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

Non-Redemption Agreements

Beginning on May 6, 2025, and continuing until

the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming