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Item 1. Financial Statements

2025-12-23 compared with 2025-12-17 · 769 added, 826 removed, 155 unchanged (91% of the section changed)

Financial Statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED BALANCE SHEETS

PROPTECH ACQUISITIONS

BALANCE SHEETS

September 30,

Current assets:

9 unchanged sentences

Total liabilities

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

Class A ordinary shares subject to possible redemption, 491,806 and 513,613 shares at a redemption value of $ 11.66 and $ 11.30 as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ deficit:

4 unchanged sentences

200,000,000 shares authorized;

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

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

Class B ordinary shares, $ 0.0001 par value;

9 unchanged sentences

Total liabilities, class A ordinary shares subject to possible redemption, and shareholders’ deficit

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF OPERATIONS

accompanying notes are an integral part of these unaudited condensed financial statements.

PROPTECH ACQUISITIONS

STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating costs

1 unchanged sentence

( 2,059,665 )

( 1,778,256 )

Other (expense) income:

Other income (expense):

Trust dividend income

1 unchanged sentence

Change in fair value of warrant liabilities

Total other (expense) income, net

Net (loss) income

Settlement of payables

Total other income (expense), net

$ ( 187,187 )

$ ( 161,227 )

$ ( 2,103,992 )

$ ( 259,248 )

Weighted average redeemable shares outstanding

Basic and diluted net (loss) income per redeemable share

Basic and diluted net loss per redeemable share

Weighted average non-redeemable shares outstanding

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

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Basic and diluted net loss per non-redeemable ordinary share

accompanying notes are an integral part of these unaudited condensed financial statements.

PROPTECH ACQUISITIONS

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

14 unchanged sentences

$ ( 4,791,375 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

Balance as of September 30, 2025

$ ( 17,324,686 )

$ ( 4,917,295 )

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Shareholders’

Balance as of December 31, 2023

as of December 31, 2023

$ ( 13,890,094 )

$ ( 2,277,119 )

Remeasurement of ordinary shares subject to redemption value

Capital contribution from Sponsor

Balance as of March 31, 2024

Remeasurement

of ordinary shares subject to redemption value

contribution from Sponsor

of March 31, 2024

( 14,648,625 )

( 2,659,669 )

Remeasurement of ordinary shares subject to redemption value

Balance as of June 30, 2024

Remeasurement

of ordinary shares subject to redemption value

of June 30, 2024

( 14,694,331 )

( 2,705,375 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Remeasurement

of ordinary shares subject to redemption value

contribution from Sponsor

of September 30, 2024

$ ( 15,030,275 )

$ ( 2,965,978 )

accompanying notes are an integral part of these unaudited condensed financial statements.

PROPTECH ACQUISITIONS

STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash Flows from Operating Activities:

$ ( 2,103,992 )

$ ( 259,248 )

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

11 unchanged sentences

Proceeds from promissory note to related party

Capital contribution from the Sponsor

Redemption of Class A ordinary share subject to possible redemption

7 unchanged sentences

Remeasurement of Class A ordinary shares subject to possible redemption

The accompanying notes are an integral part of

these unaudited condensed financial statements.

CROWN PROPTECH ACQUISITIONS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

June 30, 2025

Note 1 — Organization and Business

Organization and General

Crown PropTech Acquisitions (the “Company”

or “Crown”) was incorporated in the Cayman Islands on September 24, 2020 .

The Company was formed for the purpose of entering

into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar Business Combination with one or

more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes

of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject

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

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

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

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

accompanying notes are an integral part of these unaudited condensed financial statements.

PROPTECH ACQUISITIONS

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1 — Organization and Business Operations

PropTech Acquisitions (the “Company” or “Crown”) was incorporated in the Cayman Islands on September 24,

The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,

or similar Business Combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular

industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth

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

of September 30, 2025, the Company had not yet commenced any operations.

All activity through September 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.

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

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

the “Sponsors”).

Change in Management

6 unchanged sentences

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

Notice of Delisting

On February 12, 2024, the New York Stock Exchange

(the “NYSE”) determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company

Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i) the time period

specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE had determined to commence proceedings to

delist from the NYSE the Company’s Class A ordinary shares and Units.

Trading of the Company’s securities was

suspended on February 12, 2024.

The NYSE applied to the SEC to delist the Company’s securities upon completion of all applicable

The Company did not appeal the staff’s determination and, accordingly, the Company’s securities were delisted

from the NYSE.

Trust Account

Following the closing of the IPO on February 11,

2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants

was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within the meaning set forth

in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days

or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the

Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that

may be released to the Company to pay its tax obligations, if any, the proceeds from the IPO and the sale of the private placement units

will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination,

(b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended

and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to

complete the initial Business Combination, subject to applicable law.

The proceeds deposited in the Trust Account could become subject

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

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.

Initial Business Combination

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to

be generally applied toward consummating a Business Combination.

The Company’s Business Combination

must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account

(as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company

will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting

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

an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business

The Company will provide its public shareholders

with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either

(i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender

offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion

of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in

the Trust Account and not previously released to the Company to pay its tax obligations, if any).

The Class A ordinary shares subject to redemption

are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards

Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed

with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation

of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted

in favor of the Business Combination.

The Company has until March 11, 2026 to consummate

a Business Combination (the “Combination Period”).

However, if the Company is unable to complete a Business Combination within

the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the

Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust

account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law

and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsors, officers and directors

have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares

in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder

Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate

of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder

Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

In the event of a liquidation of the Trust Account

upon the failure of the Company to consummate its initial Business Combination by March 11, 2026, Crown PropTech Sponsor (but not CIIG)

has agreed that it will indemnify the Company if and to the extent any claims by a third party for services rendered or products sold

to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or

similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such

liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to

the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s

indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor to reserve for such indemnification obligations,

nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and

believe that Crown PropTech Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that Crown

PropTech Sponsor would be able to satisfy those obligations.

Business Combination Agreement

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

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

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

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

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

(iv) Mkango Polska s.p.

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

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

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

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

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

Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.

Pursuant to the Business Combination Agreement,

the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub will be merged with and

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

Concurrently therewith,

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

shares are expected to trade on Nasdaq.

The proposed Merger and the other transactions

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

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

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

Shareholder Meetings

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

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

(the “February 2024 Extension Proposal”).

Associated with the February 9, 2024 Extraordinary

General Meeting, the Company and CIIG entered into the February 2024 Non-Redemption Agreements with certain investors pursuant to which,

if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “February

2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to

such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they

continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.

The February 9, 2024 Non-Redemption Agreements

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

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

In connection with the vote to approve the February

9, 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A ordinary shares

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

As a result, $ 23,724,846 (approximately

$ 10.80 per share) was withdrawn from the Trust Account to redeem such shares.

Following the redemptions, there were 2,000,638 Class A

ordinary shares issued and outstanding.

August 9, 2024

On August 9, 2024, the Company’s shareholders

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

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

2024 Extension Proposal”).

In connection with the vote to approve the August

2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A ordinary shares exercised

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

As a result, $ 16,484,256

(approximately $ 11.09 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions,

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

Associated with the August 9, 2024 Extraordinary

General Meeting, the Company and CIIG entered into non-redemption agreements (the “August 2024 Non-Redemption Agreements”)

February 12, 2024, the New York Stock Exchange (the “NYSE”) determined that the Company was not in compliance with Section

802.01B and 102.06e of the NYSE Listed Company Manual (the “LCM”) because the Company failed to consummate a Business Combination

within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years.

As such, the NYSE

had determined to commence proceedings to delist from the NYSE the Company’s Class A ordinary shares and Units.

of the Company’s securities was suspended on February 12, 2024.

The NYSE applied to the SEC to delist the Company’s securities

upon completion of all applicable procedures.

The Company did not appeal the staff’s determination and, accordingly, the Company’s

securities were delisted from the NYSE.

the closing of the IPO on February 11, 2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO

and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S.

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

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

fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest

earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the proceeds from

the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion

of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with

a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the

Company’s public shares if the Company is unable to complete the initial Business Combination, subject to applicable law.

deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority

over the claims of the Company’s public shareholders.

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.

Business Combination

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially

all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to

at least 80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to

enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that

the Company will be able to successfully effect a Business Combination.

Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion

of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination

or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled

to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any

pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations,

Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion

of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from

Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least

$ 5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval,

a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Company has until March 11, 2026 to consummate a Business Combination (the “Combination Period”).

However, if the Company

is unable to complete a Business Combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares

for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including

interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding

public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

Company’s Sponsors, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder

Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive

their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment

to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions

from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial

Business Combination within the Combination Period.

the event of a liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination by March

11, 2026, Crown PropTech Sponsor (but not CIIG) has agreed that it will indemnify the Company if and to the extent any claims by a third

party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into

a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the

Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account

as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets,

less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business

who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will

it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities

under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor

to reserve for such indemnification obligations, nor has the Company independently verified whether Crown PropTech Sponsor has sufficient

funds to satisfy its indemnity obligations and believe that Crown PropTech Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that Crown PropTech Sponsor would be able to satisfy those obligations.

Combination Agreement

July 2, 2025, the Company (“SPAC”), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under

the laws of the Cayman Islands and a direct wholly owned Subsidiary of Lancaster (as defined below) (“Merger Sub”), (iii)

Lancaster Exploration Limited, a company organized under the laws of the British Virgin Islands (“Lancaster”, and from and

after the Closing, “PubCo”), and a direct, wholly owned subsidiary of Mkango Resources Ltd., a company organized under the

laws of British Columbia, Canada (the “Selling Shareholder”), (iv) Mkango Polska s.p.

Z.o.o., a company organized under the

laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA Poland”), (v) Mkango ServiceCo UK Limited,

a company organized under the laws of England and a direct, wholly owned subsidiary of Selling Shareholder (“Mkango ServiceCo”),

and (vi) MKA Exploration Ltd., a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary

of Selling Shareholder (“MKA BVI”, and together with Lancaster, MKA Poland and Mkango ServiceCo, the “Companies”)

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

Capitalized terms used herein but not

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

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

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

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

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

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

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

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

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

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

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

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

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

A ordinary shares of the Company (the “August 2024 Non-Redeemed Shares”) in connection with the August 9, 2024 Extraordinary

A ordinary shares of the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary

General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation

of an initial Business Combination if they continue to hold such August 2024 Non-Redeemed Shares through the August 9, 2024 Extraordinary

of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary

General Meeting.

The August 2024 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.

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 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 .

All remaining cash held in the

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

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

As of June 30, 2025, none of the amount in the Trust Account

was available to be withdrawn as described above.

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

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

from the Sponsors of $ 673,418 .

The Company has incurred and expects to continue

to incur significant costs in pursuit of its financing and acquisition plans.

The Company lacks the financial resources it needs to sustain

operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements are

Although no formal agreement exists, the Sponsors are committed to extend loans as needed (see Note 5).

Accordingly, the Company may not be able to obtain

additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit of a potential merger target, and reducing

overhead expenses.

The Company cannot provide any assurance that new financing will be available to in on commercially acceptable terms,

if at all, or that its plans to consummate an initial Business Combination will be successful.

In connection with the Company’s assessment

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.

Risks and Uncertainties

The United States and global markets are experiencing

volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the escalation

of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union

and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities,

including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance

to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among

a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting

measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel

and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and

global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions,

including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased

cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets

and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on

the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of

conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Company’s

search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business

Recent changes in international trade policies,

tariffs and macroeconomic conditions have created and are expected to create global economic consequences.

The specific impact on the

Company’s financial condition, results of operations, cash flows and completion of a Business Combination is not determinable as

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.

February 9, 2024 Non-Redemption Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $ 0.0001 per

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

9, 2024 Extraordinary General Meeting.

connection with the vote to approve the February 9, 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of

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

the Trust Account.

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

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

August 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Third Amended and Restated

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

2024 to May 11, 2025 (the “August 2024 Extension Proposal”).

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

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

Account (as defined below).

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

below) to redeem such shares.

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

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

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

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

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

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

Shares through the August 9, 2024 Extraordinary General Meeting.

August 2024 Non-Redemption Agreements provide for the assignment of 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.

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

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

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

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

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

defined below).

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

below) to redeem such shares.

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

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

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

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

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

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

May 9, 2025 Extraordinary General Meeting.

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

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

General Meeting.

Capital Resources and Going Concern

As of September 30, 2025, the Company had cash

outside the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 4,917,295 .

All remaining cash held

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

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

As of September 30, 2025, none of the amount in the

Trust Account was available to be withdrawn as described above.

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

contributions from the Sponsors of $ 793,374 .

Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from

the issuance date of the financial statements are issued.

Although no formal agreement exists, the Sponsors are committed to extend loans

as needed (see Note 5).

the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required

to take additional measures to conserve liquidity, which could include, but not limited to, curtailing operations, suspending the pursuit

of a potential merger target, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available

to in on commercially acceptable terms, if at all, or that its plans to consummate an initial Business Combination will be successful.

connection with the Company’s assessment 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.

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 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.

and Uncertainties

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the

ongoing Russia-Ukraine conflict and the escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine

conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the

United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against

Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide

Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and

may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes

in Southwest Asia, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of

conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions

resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions

or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with

which the Company may ultimately consummate an initial Business Combination.

changes in international trade policies, tariffs and macroeconomic conditions have created and are expected to create global economic

consequences.

The specific impact on the Company’s financial condition, results of operations, cash flows and completion of a Business

Combination is not determinable as 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

2 unchanged sentences

financial statements.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial

statements are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”)

for financial information and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information

and footnotes required by GAAP.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which

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

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

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

segment expenses among other disclosure requirements.

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

The amendments will be applied

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

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS

Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports

and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder

approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Use of 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.

2 — Significant Accounting Policies

of Presentation

accompanying unaudited condensed financial statements are presented in U.S.

dollars in conformity with accounting principles generally

accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of

Accordingly, they do not include all of the information and footnotes required by GAAP.

In the opinion of management, the unaudited

condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement

of the balances and results for the periods presented.

Operating results for the three and nine months ended September 30, 2025 are not

necessarily indicative of the results that may be expected through December 31, 2025.

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.

Company complies with ASC Topic 280, “Segment Reporting,” which improves reportable segment disclosure requirements, primarily

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

The Company adopted ASC Topic 280

on January 1, 2025.

The amendments will be applied retrospectively to all prior periods presented in the financial statements (see Note

Growth Company Status

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not

being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding

a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

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.

Cash and Cash Equivalents

The Company considers all short-term investments

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

The Company had $ 425 of cash and no cash equivalents

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

Investments Held in Trust Account

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.

Such securities are presented on the balance

sheets at fair value at the end of the reporting period.

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

the accompanying unaudited condensed statements of operations.

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

determined using available market information.

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

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

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

Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A ordinary

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

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

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

of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s Class A

ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the

occurrence of uncertain future events.

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:

Ordinary shares subject to possible redemption, December 31, 2023

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 425 of cash and no cash equivalents as of September 30, 2025 and December 31, 2024.

Held in Trust Account

of September 30, 2025 and December 31, 2024, the Trust Account had $ 5,732,823 and $ 5,804,083 , respectively, held in marketable securities.

Such securities are presented on the balance sheets at fair value at the end of the reporting period.

Dividends earned on these securities

are included in trust dividend income in the accompanying unaudited condensed statements of operations.

The estimated fair values of

investments held in the Trust Account are determined using available market information.

During the three and nine months ended September

30, 2025, the Company withdrew $ 0 and $ 250,057 , respectively, of principal and dividend income from the Trust Account in connection with

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

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

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At September 30, 2025 and December 31,2024, the

Company has not experienced losses on this account.

Ordinary Shares Subject to Possible Redemption

Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480

“Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as

a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature

redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not

solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as

shareholders’ equity.

The Company’s Class A ordinary shares feature certain redemption rights that are considered to

be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of September 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

of September 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled

in the following table:

shares subject to possible redemption, December 31, 2023

( 3,682,872 )

( 40,209,102 )

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, December 31, 2024

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption, March 31, 2025

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

referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary shares.

Earnings and losses are shared

pro rata between the two classes of shares.

Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50

per share were issued on February 11, 2021.

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.

Remeasurement

of carrying value to redemption value

shares subject to possible redemption, December 31, 2024

Remeasurement

of carrying value to redemption value

shares subject to possible redemption, March 31, 2025

Remeasurement

of carrying value to redemption value

shares subject to possible redemption, June 30, 2025

Remeasurement

of carrying value to redemption value

shares subject to possible redemption, September 30, 2025

Loss per Ordinary Shares

Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary

Earnings and losses are shared pro rata between the two classes of shares.

Private and public warrants to purchase 14,213,333

Class A ordinary shares at $ 11.50 per share were issued on February 11, 2021.

No warrants were exercised during the three and

nine months ended September 30, 2025 or 2024.

The 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

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 )

September 30,

For the Nine Months Ended

September 30,

Basic and diluted net loss per share

Allocation of net loss

Weighted-average shares outstanding

Basic and diluted net (loss) income per share

Share Based Compensation

The Company complies with ASC 718 Compensation—Stock

Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value.

shares vested upon granting of the shares.

The Founder Shares owned by the director (1) may not be sold or transferred, until one

year after the consummation of a Business Combination, (2) are not entitled to redemption from the funds held in the Trust Account,

or any liquidating distributions.

If the Company does not consummate a Business Combination during the Combination Period, the Company

will liquidate and the shares will become worthless.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Derivative Warrant Liabilities

The Company does not use derivative instruments

to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates all of its financial instruments, including

issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features

that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative instruments, including whether

such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The Company accounts for its 14,213,333 ordinary

share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance

with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments

to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and

any change in fair value is recognized in the Company’s statements of operations.

Working Capital Loans Option

On November 30, 2021, Richard Chera, the

Company’s former Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the

expenses of the Company (“Working Capital Loan”).

At December 31, 2022, at the option of Richard Chera, the outstanding

principal of $ 666,000 may be converted into that number of warrants equal to the outstanding principal of the note divided by $ 1.50 ( 444,000 warrants).

The option (“Working Capital Loan Option”) to convert the Working Capital Loan into warrants qualified as an embedded derivative

under ASC 815 and was required to be reported at fair value.

On May 31, 2023, Richard Chera agreed to waive the right to convert

the amounts due under the Working Capital Loan into warrants.

At June 30, 2025 and December 31, 2024, the Working Capital Loan Option

no longer existed.

In accordance with ASC Topic 470, “Liabilities” the Company has determined the waiver of the right to convert

is a debt modification.

Given the warrants had no significant value at the time of the debt modification, there is no effect on the Company’s

financial statements for the debt modification.

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing

The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction.

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

As of June 30, 2025 and December

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

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Recent Accounting Standards

Management does not believe that any recently

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

Non-Redemption Agreements

In February 2024, the Company and CIIG entered

into Non-Redemption Agreements with Non-Redeeming Investors.

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

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

Investors agreeing to hold and not redeem an aggregate of 1,857,655 Class A ordinary shares at the February 2024 Extraordinary General

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 464,414

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

The aggregate fair value of the 464,414 Class B ordinary shares attributable to the Non-Redeeming Investors amounted

to $ 375,981 or $ 0.81 per share.

Beginning on August 8, 2024, and continuing until

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

Basic and diluted net loss per share

Based Compensation

Company complies with ASC 718 Compensation—Stock Compensation regarding Founder Shares acquired by directors and independent advisors

of the Company at prices below fair value.

The acquired shares vested upon granting of the shares.

The Founder Shares owned by the director

(1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) are not entitled to

redemption from the funds held in the Trust Account, or any liquidating distributions.

If the Company does not consummate a Business

Combination during the Combination Period, the Company will liquidate and the shares will become worthless.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards

Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented

in the balance sheets.

Warrant Liabilities

Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.

The Company evaluates

all of its financial instruments, including issued stock purchase warrants and working capital loan options, to determine if such instruments

are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

The classification of derivative

instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

Company accounts for its 14,213,333 ordinary share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement

( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant

instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are

subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the

Company’s statements of operations.

Capital Loans Option

November 30, 2021, Richard Chera, the Company’s former Chief Executive Officer and director agreed to loan the Company up

to $ 1,500,000 to be used for a portion of the expenses of the Company (“Working Capital Loan”).

At December 31, 2022,

at the option of Richard Chera, the outstanding principal of $ 666,000 may be converted into that number of warrants equal to the outstanding

principal of the note divided by $ 1.50 ( 444,000 warrants).

The option (“Working Capital Loan Option”) to convert the

Working Capital Loan into warrants qualified as an embedded derivative under ASC 815 and was required to be reported at fair value.

May 31, 2023, Richard Chera agreed to waive the right to convert the amounts due under the Working Capital Loan into warrants.

At September 30, 2025 and December 31, 2024, the Working Capital Loan Option no longer existed.

In accordance with ASC Topic 470, “Liabilities”

the Company has determined the waiver of the right to convert is a debt modification.

Given the warrants had no significant value at

the time of the debt modification, there is no effect on the Company’s financial statements for the debt modification.

Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to

financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between

the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are

established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of

tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely

than not to be sustained upon examination by taxing authorities.

The Company’s management determined that the Cayman Islands is

the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits

as income tax expense.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued

for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently

not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s

tax provision was zero for the period presented.

Accounting Standards

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Non-Redemption

February 2024, the Company and CIIG entered into Non-Redemption Agreements with Non-Redeeming Investors.

The Non-Redemption Agreements

provide for the assignment of economic interest of an aggregate of 464,414 Class B ordinary shares held by CIIG to the Non-Redeeming

Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 1,857,655 Class A ordinary

shares at the February 2024 Extraordinary General Meeting.

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

such Non-Redeeming Investors an aggregate of 464,414 Class A ordinary shares upon conversion of the Class B ordinary shares

in connection with the consummation of an initial Business Combination.

The aggregate fair value of the 464,414 Class B ordinary

shares attributable to the Non-Redeeming Investors amounted to $ 375,981 or $ 0.81 per share.

on August 8, 2024, and continuing until 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.

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.

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 August 9, 2024 Extraordinary General Meeting.

of 461,146 Class A ordinary shares at the May 9, 2025 Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements,

3 unchanged sentences

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.

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

Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption Agreements is reported as a component of

shareholders’ deficit.

The excess of the fair value of the Founder Shares was determined to be non-redemption agreement expense

in accordance with SAB Topic 5T.

Note 3 — Initial Public Offering

Pursuant to the IPO, the Company sold 27,600,000

Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, and one-third

of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary

share at a price of $ 11.50 per share.

Note 4 — Private Placement Warrants

Simultaneously with the closing of the IPO,

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

(collectively, the “Anchor Investor”)

purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate), each Private

Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

A portion of the purchase

price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust Account.

Note 5 — Related Party Transactions

Non-Redeeming Investor acquired from the Sponsors an indirect economic interest in the Founder Shares.

The value of the Non-Redemption

Agreements is reported as a component of shareholders’ deficit.

The excess of the fair value of the Founder Shares was determined

to be non-redemption agreement expense in accordance with SAB Topic 5T.

3 — Initial Public Offering

the IPO, the Company sold 27,600,000 Units, at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par

value $ 0.0001 per share, and one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the

holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

4 — Private Placement Warrants

Simultaneously with

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

(collectively,

the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000

in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per

A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the IPO to be held in the Trust

5 — Related Party Transactions

October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to Crown PropTech Sponsor for an aggregate purchase

price of $ 25,000 (the “Founder Shares”).

On February 9, 2021, the Company effected a dividend of 0.2 of a Class B

ordinary share for each Class B ordinary share, resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

February 11, 2021, Crown PropTech Sponsor transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021,

Crown PropTech Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two

independent advisors.

Immediately after transferring shares to the Anchor Investors, directors and advisors, Crown PropTech Sponsor owned

5,960,000 Founder Shares.

On October 13, 2020, the Company issued 5,750,000

Class B ordinary shares to Crown PropTech Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”).

On February 9, 2021, the Company effected a dividend of 0.2 of a Class B ordinary share for each Class B ordinary share,

resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

On February 11, 2021, Crown PropTech Sponsor

transferred 690,000 Founder Shares to the Anchor Investors for $ 2,500 .

In February 2021, Crown PropTech Sponsor transferred an aggregate

of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

Immediately after transferring

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

On January 17, 2023, CIIG entered into the

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

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

shares of the Company to CIIG.

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

Crown PropTech Sponsor, CIIG and the

Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur

of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination

on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders

having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing

price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business

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

Working Capital Loans

In order to finance transaction costs in

connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s

directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the Trust Account to repay

the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital

Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to

$ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.50

January 17, 2023, CIIG entered into the Assignment Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby

the Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement

warrants to purchase Class A ordinary shares of the Company to CIIG.

Total consideration paid by CIIG for the class B ordinary shares

and private placement warrants was $ 21,717 .

Crown PropTech Sponsor,

CIIG and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the

earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of

a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results

in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding

the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits,

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing

at least 150 days after a Business Combination, the Founder Shares will be released from the lockup.

Capital Loans

to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders

or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside

the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at

a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

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

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.

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

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

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

The warrants would be identical to the Private Placement Warrants.

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 by Mr.

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

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.

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

These borrowing are non-interest bearing.

Additionally, due to a waiver by Mr.

Chera, the A&R Note no

longer provides for the Conversion Right.

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:

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

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

As of September 30, 2025, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $ 539,934 .

Of these funds,

$ 419,978 is reported as due to related parties on the balance sheet.

These borrowings are non-interest bearing.

The remaining $ 119,956

is reported on the statements of changes in shareholders’ deficit as a capital contribution from Sponsor.

Borrowing under the A&R Note and the advances

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 &

Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement

Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise

of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares)

will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of

the IPO requiring the Company to register such securities for resale.

The holders of these securities will be entitled to make up to three

demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

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

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

At September 30, 2025 and December 31, 2024, the Company reported

$ 1,567,897 and $ 1,189,077 , respectively, on the balance sheets.

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.

Company’s CEO and an affiliated entity of the CEO, entered into a letter agreement (the “Letter Agreement”) with the

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.

6 — Commitments & Contingencies

holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans

(and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working

Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement

to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale.

The holders of

these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of a Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration

Advisor Service Agreement

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.

Company has agreed to pay Jett Capital as follows:

work fee of $ 100,000 upon the execution of the agreement.

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.

In 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

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 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;

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 Combination.

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;

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.

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;

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.

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

Preference Shares — The

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

As of June 30, 2025 and December 31,

2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The

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

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 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

Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as

required by law;

provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior

to the Company’s initial Business Combination.

The Class B ordinary shares will

automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination

on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are

issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion

of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion

(after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A

ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed

issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary

shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller

in a Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital

provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Note 8 — Warrants

Public Warrants may only be exercised for

a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole warrants will trade.

Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant

exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public

Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect

to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to

exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of

the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable,

but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially

reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary

shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective

and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption

of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary

shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination,

warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have

failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)

of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise

of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants

to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company

so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does

not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the

extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the Public

Warrants for redemption:

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.

7 — Shareholders’ Deficit

Preference Shares

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

As of September

30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares at par value

of $ 0.0001 each.

At September 30, 2025 and December 31, 2024, there were no shares issued and outstanding (excluding 491,806 and 513,613

shares subject to possible redemption, respectively).

Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value

of $ 0.0001 each.

At September 30, 2025 and December 31, 2024, there were 6,900,000 Class B ordinary shares issued or outstanding.

Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to

a vote of shareholders, except as required by law;

provided that only holders of Class B ordinary shares have the right to vote

on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary

shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business

Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked

securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable

upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding

after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the

total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities

or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding

any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued,

or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors

upon conversion of Working Capital Loans;

provided that such conversion of Founder Shares will never occur on a less than one-for-one

Public Warrants

may only be exercised for a whole number of shares.

No fractional warrants will be issued upon separation of the Units and only whole

warrants will trade.

The Public Warrants become exercisable on the later of (a) 30 days after the completion of a Business Combination

and (b) 12 months from the closing of the IPO.

The Public Warrants will expire five years after the completion of a Business Combination

or earlier upon redemption or liquidation.

will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation

to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary

shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying

its obligations with respect to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any

shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified

under the securities laws of the state of the exercising holder, or an exemption is available.

Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s

Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the

registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will

use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration

statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions

of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants

is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time

as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration

statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on

a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)

of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will

not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its

commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

the warrants become exercisable, the Company may redeem the Public Warrants for redemption:

whole and not in part;

a price of $ 0.01 per warrant;

not less than 30 days’ prior written notice of redemption;

● at a price of $ 0.01 per warrant;

● upon not less than 30 days’ prior written notice of redemption;

each warrant holder;

and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three

business days before we send to the notice of redemption to the warrant holders.

If and when the warrants become redeemable

by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for

sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management

will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as

described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may

be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,

merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares

at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the Public Warrants.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive

any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional

Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination

at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue

price to be determined in good faith by the Board and, in the case of any such issuance to the sponsor or its affiliates, without taking

into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued

Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A

ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business

Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted

(to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per

share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value

and the Newly Issued Price, respectively.

The Private Placement Warrants are identical

to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A

ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30

days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will

be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees

and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants

will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their

permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis

as the Public Warrants.

Note 9 — Fair Value Measurements

Fair value is defined as the price that would

be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives

the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the

lowest priority to unobservable inputs (Level 3 measurements).

● if, and only if, the reported closing price of the ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending three business days before we send to the notice of redemption to the warrant holders.

and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register

or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for

redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants

to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable

upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary

dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not

be adjusted for issuances of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required

to net cash settle the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and

the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes

in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A

ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such

issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as

applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent

more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the

volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day

prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20

per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market

Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent)

to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively.

Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the

Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not

be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions,

(y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the

initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable

upon the exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held

by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the

Company and exercisable by such holders on the same basis as the Public Warrants.

9 — Fair Value Measurements

value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction

between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs

used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets

or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

4 unchanged sentences

such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Recurring Fair Value Measurements

The Company’s permitted investments consist

Fair Value Measurements

Company’s permitted investments consist of U.S.

Money Market funds.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted)

in active markets for identical assets.

The Company’s warrant liability for the

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

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.

The Company’s management has determined

the Private Warrants are economically equivalent to the Public Warrants.

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

valuation of the Public Warrants.

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

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

The following table presents fair value information

of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair

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

June 30, 2025 Level 1 Level 2 Level 3

Fair values of these investments are determined by Level 1

inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets

or liabilities that the Company has the ability to access.

At September 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.

Company’s management has determined the Private Warrants are economically equivalent to the Public Warrants.

As such, the valuation

of the Private Warrants is based on the valuation of the Public Warrants.

The fair value of the Private Warrant liability is classified

within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair

value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such

Investments held in Trust Account

6 unchanged sentences

Fair Value of warrants

NOTE 10 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

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

areas, and major customers.

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

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

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

The Company’s CODM has been identified as

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

about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable

The CODM assesses performance for the single segment and decides how

to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss.

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

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:

10 — Segment Information

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group,

in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics

for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

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.

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:

September 30,

Investments held in Trust Account

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

September 30,

Operating costs

2 unchanged sentences

$ ( 2,059,665 )

$ ( 688,859 )

Trust dividend income

Net income (loss)

$ ( 187,187 )

$ ( 161,227 )

The CODM reviews Trust dividend income to measure

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

with the Trust Agreement.

Operating costs are reviewed and monitored by

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

the Combination Period.

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

are aligned with all agreements and budget.

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

Note 11 — Subsequent Events

The Company evaluated subsequent events and

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

Based upon this review,

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

disclosure in the financial statements.

Proposed Business Combination

As discussed in Note 1, on July 2, 2025, (i) the

Company (“SPAC”), (ii) Mkango (Cayman) Limited, (iii) Lancaster Exploration Limited, (iv) Mkango Polska s.p.

Z.o.o., (v) Mkango

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

$ ( 2,103,992 )

$ ( 259,248 )

CODM reviews Trust dividend income to measure and monitor shareholder value and determine the most effective strategy of investment with

the Trust Account funds while maintaining compliance with the Trust Agreement.

costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business

Combination or similar transaction within the Combination Period.

The CODM also reviews operating costs to manage, maintain and enforce

all contractual agreements to ensure costs are aligned with all agreements and budget.

Operating costs, are the significant segment expenses

provided to the CODM on a regular basis.

11 — Subsequent Events

evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

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

What changed 10-Q

Item 1. Financial Statements