What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-12-17 compared with 2025-12-05 · 87 added, 64 removed, 344 unchanged (31% of the section changed)

53 unchanged sentences

Change in Management

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 to CIIG.

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 (and together with Crown PropTech

Sponsor, the “Sponsors”).

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 to CIIG.

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

Company (the “January 2023 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 (and together with Crown PropTech Sponsor, the “Sponsors”).

On February 15, 2024, Gavin Cuneo notified the

2 unchanged sentences

Company's principal financial and accounting officer and resigned from such positions as well.

Cuneo’s decision to resign

was not the result of any dispute or disagreement with the Company or any matter relating to the Company’s operations, policies

or practices.

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 decision to resign was not

the result of any dispute or disagreement with the Company or any matter relating to the Company's operations, policies or practices.

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.

Extraordinary General Meetings

115 unchanged sentences

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

Put Option Buyout Letter Agreement

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.

Results of Operations and Known Trends or Future

9 unchanged sentences

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

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.

For the three months ended June 30, 2025, we had

net loss of $1,204,678.

We incurred $1,005,463 of operating costs, non-redemption agreement expense of $223,138 and change in fair value

of warrant liabilities of $35,519 partially offset by trust dividend income of $59,442.

For the three months ended June 30, 2024, we had

net income of $235,525 driven by income in our trust account of $281,231, partially offset by $45,706 of operating costs.

For the six months ended June 30, 2025, we had

net loss of $1,916,805.

We incurred $1,778,256 of operating costs, non-redemption agreement expense of $223,138 and change in fair value

of warrant liabilities of $35,519 partially offset by trust dividend income of $120,108.

For the six months ended June 30, 2024, we had a net loss of $98,021

driven by non-redemption agreement expense of $375,981 and $428,256 of operating costs partially offset by income in our trust account

for $706,216.

Liquidity, Capital Resources and Going Concern

15 unchanged sentences

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

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 March 31, 2025 and December 31,

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

Through March 31, 2025, our liquidity needs were

For the six months ended June 30, 2025, cash used

in operating activities was $269,691, resulting from a net loss of $1,916,805 which was impacted non-redemption agreement expense of $223,138

change in fair value of warrant liabilities of $35,519, trust dividend income of $120,108 and changes in operating assets and liabilities

of $1,508,565.

For the six months ended June 30, 2024, cash used

in operating activities was $232,727, resulting from a net loss of $98,021 which was impacted by non-redemption agreement expense of $375,981,

trust dividend income of $706,216 and changes in operating assets and liabilities of $195,529.

As of June 30, 2025 and December 31, 2024, we had cash outside

the trust account of $425 available for working capital needs and working capital deficits of $4,755,842 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 June 30, 2025 and December 31, 2024, none of the amount

in the trust account was available to be withdrawn as described above.

Through June 30, 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,

28 unchanged sentences

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.

At June 30, 2025 and December 31, 2024, the Company reported $1,458,768

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

The Company has incurred and expects to continue

61 unchanged sentences

Critical Accounting Estimates

The preparation of these financial statements

in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during

the reporting period.

The preparation of these financial statements in conformity with US

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

We have not identified any critical accounting estimates other

than the non-redemption agreement, discussed below.

We have not identified any critical accounting estimates other than the non-redemption

agreement, discussed below.

Significant Accounting Policies

Non-Redemption Agreements

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.

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 and six months ended June 30, 2024, the Company estimated the aggregate fair value of the Class B ordinary shares attributable

to the Non-Redeeming Investors to be $0 and $375,981 or $0 and $0.81 per share, respectively.

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.

For the three and six months ended June 30, 2025,

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

10 unchanged sentences

impact to the financial statements.

Recent Accounting Standards

Accounting Standards

Management does not believe that any recently

1 unchanged sentence

Off-Balance Sheet Arrangements

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

As of June 30, 2025, we did not have any off-balance

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

26 unchanged sentences

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