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Item 2. Management’s Discussion and Analysis

2025-12-23 compared with 2025-12-17 · 347 added, 389 removed, 42 unchanged (95% of the section changed)

Management’s Discussion

and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Crown,”

“our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion and analysis of

the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you can

identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” or the negative of such

terms or other similar expressions.

Such statements include, but are not limited to, possible business combinations and the financing

thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

to the “Company,” “Crown,” “our,” “us” or “we” refer to Crown PropTech Acquisitions.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A

of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “would” or the negative of such terms or other similar expressions.

Such statements

include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other

statements other than statements of historical fact included in this Form 10-Q.

Factors that might cause

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”)

We are a blank check company incorporated as a

Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a merger, share exchange, asset acquisition, share

purchase, reorganization or similar business combination with one or more businesses (a “business combination”).

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”).

The registration statement for our initial public

offering (the “IPO”) became effective on February 8, 2021.

On February 11, 2021, we consummated the IPO of 27,600,000

units, which included the exercise of the underwriters’ option to purchase an additional 3,600,000 units at the IPO price to cover

over-allotments (the “Units” with respect to the Class A ordinary shares included in the Units being offered, the “Public

Shares” with respect to the one-third of one redeemable warrant included in such Units the “Public Warrant”), at $10.00

per Unit, generating gross proceeds of $276.0 million, and incurring offering costs of approximately $15.8 million, inclusive

of approximately $9.66 million in deferred underwriting commissions.

Simultaneously with the closing of the IPO, we

consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant”

and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant with Crown PropTech

Sponsor, generating gross proceeds of approximately $7.5 million.

Upon the closing of the IPO and the Private Placement,

approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement

were placed in a Trust Account (“Trust Account”), located in the United States with Continental Stock Transfer &

Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16)

of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7

promulgated under the Investment Company Act which invest only in direct U.S.

government treasury obligations, as determined by us, until

the earlier of:

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

Change in Management

On January 17, 2023, CIIG entered into

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

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

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

Company to CIIG.

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

Company (the “January 2023 Letter Agreement”) and (ii) entered into a joinder agreement to the Registration Rights

Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO.

or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission

(“SEC”) filings.

are a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020 for the purpose of effecting a

merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses

(a “business combination”).

Our 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”).

registration statement for our initial public offering (the “IPO”) became effective on February 8, 2021.

On February 11,

2021, we consummated the IPO of 27,600,000 units, which included the exercise of the underwriters’ option to purchase an additional

3,600,000 units at the IPO price to cover over-allotments (the “Units” with respect to the Class A ordinary shares included

in the Units being offered, the “Public Shares” with respect to the one-third of one redeemable warrant included in such

Units the “Public Warrant”), at $10.00 per Unit, generating gross proceeds of $276.0 million, and incurring offering

costs of approximately $15.8 million, inclusive of approximately $9.66 million in deferred underwriting commissions.

Simultaneously

with the closing of the IPO, we consummated the private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private

Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant

with Crown PropTech Sponsor, generating gross proceeds of approximately $7.5 million.

the closing of the IPO and the Private Placement, approximately $276.0 million ($10.00 per Unit) of the net proceeds of the IPO

and certain of the proceeds of the Private Placement were placed in a Trust Account (“Trust Account”), located in the United

States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or

in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct

government treasury obligations, as determined by us, until the earlier of:

(i) the completion of a business combination and

(ii) the distribution of the Trust Account as described below.

in Management

January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among Crown

PropTech Sponsor, LLC (“Crown PropTech Sponsor”), CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred

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

shares of the Company to CIIG.

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

with the Company (the “January 2023 Letter Agreement”) and (ii) entered into a joinder agreement to the Registration

Rights Agreement entered into by Crown PropTech Sponsor in connection with the Company’s IPO.

As a result of the above transaction

11 unchanged sentences

Company's Co-Chief Executive Officer since January 2023.

Extraordinary General 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”).

In connection with the vote to approve the February

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 defined below).

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.

Associated with the February 9, 2024 Extraordinary

General Meeting, the Company and CIIG entered into non-redemption agreements (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 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.

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 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”)

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

Extraordinary

General Meetings

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”).

connection with the vote to approve the February 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 defined below).

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.

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

February 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.

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

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 up to 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 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 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.

The August 2024 Non-Redemption Agreements provide

for the assignment of up to 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 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 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.

Notice of Delisting

On February 12, 2024, 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.

If we have not completed a business combination

by March 11, 2026 (the “Combination Period”), we will (i) cease all operations except for the purpose of winding

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share

price, payable in cash, 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 us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution

expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any);

and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve,

subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and

the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to our outstanding

warrants, which will expire worthless if we fail to consummate a business combination within the Combination Period, including any extension

thereto that may be approved by our shareholders.

Proposed Business Combination

On July 2, 2025, (i) 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” and, each, a “Company”) entered into a business combination agreement

(the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement,

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

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

Concurrently therewith,

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

shares are expected to trade on Nasdaq.

The proposed Merger and the other transactions

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

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

Financial Advisor Service Agreement

On June 1, 2025, the Company engaged Jett Capital

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

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

Put Option Buyout Letter Agreement

On June 2, 2025, Lancaster agreed to issue and

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

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

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

The Company’s CEO and an affiliated entity

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

The Letter Agreement includes a put

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

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

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

Results of Operations and Known Trends or Future

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities since inception have been organizational activities, those necessary to prepare for

the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any operating

revenues until after completion of our initial business combination.

We generate non-operating income in the form of interest income on

cash and cash equivalents held in the trust account.

We incur expenses as a result of being a public company (for legal, financial reporting,

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

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

net loss of $1,204,678.

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

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

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

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

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

net loss of $1,916,805.

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

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

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

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

for $706,216.

Liquidity, Capital Resources and Going Concern

On February 11, 2021, we consummated our

IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the underwriters’ option to purchase an additional

3,600,000 Units at the IPO price to cover over-allotments.

The Units were sold, generating gross proceeds of $276,000,000.

Substantially

concurrently with the closing of the IPO, we completed the private sale of 5,013,333 Private Placement Warrants to Crown PropTech Sponsor

and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant, generating gross proceeds to the Company of $7,520,000.

Following the IPO, the sale of the Private Placement

Warrants, and the underwriters’ election to fully exercise their over-allotment option, a total of $276,000,000 was placed in the

Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee, and

we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting fees, $9,660,000 of deferred underwriting

fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering costs.

In December 2022, the underwriters

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

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

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

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

of $1,508,565.

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

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

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

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

the trust account of $425 available for working capital needs and working capital deficits of $4,755,842 and $2,977,586, respectively.

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

for use either in a business combination or to redeem ordinary shares.

As of June 30, 2025 and December 31, 2024, none of the amount

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

Through June 30, 2025, our liquidity needs were

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

February 12, 2024, 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.

we have not completed a business combination by March 11, 2026 (the “Combination Period”), we will (i) cease all

operations except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter,

redeem the Public Shares, at a per-share price, payable in cash, 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 us to pay our income taxes, if any (less

up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption

will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions,

and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders

and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman

Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating

distributions with respect to our outstanding warrants, which will expire worthless if we fail to consummate a business combination within

the Combination Period, including any extension thereto that may be approved by our shareholders.

Business Combination

July 2, 2025, (i) 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”

and, each, a “Company”) entered into a business combination agreement (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

summarized below.

Advisor Service Agreement

June 1, 2025, the Company engaged Jett Capital Advisors, LLC (“Jett Capital”) as financial advisor to advise the Company

on their proposed Business Combination with Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK

Option Buyout Letter Agreement

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.

of Operations and Known Trends or Future Events

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception have been organizational

activities, those necessary to prepare for the Initial Public Offering and identifying a target company for our initial business combination.

We do not expect to generate any operating revenues until after completion of our initial business combination.

We generate non-operating

income in the form of interest income on cash and cash equivalents held in the trust account.

We incur expenses as a result of being

a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the three months ended September 30, 2025, we had net loss of $187,187.

We incurred $281,409 of operating costs partially offset by a

change in fair value of warrant liabilities of $35,533 and trust dividend income of $58,689.

the three months ended September 30, 2024, we had a net loss of $161,227 driven by $260,603 of operating costs and non-redemption agreement

expense of $75,341, partially offset by income in our trust account of $174,717.

For the nine months ended September 30, 2025,

we had net loss of $2,103,992.

We incurred $2,059,665 of operating costs and non-redemption agreement expense of $223,138 partially offset

by a change in fair value of warrant liabilities of $14 and trust dividend income of $178,797.

the nine months ended September 30, 2024, we had a net loss of $259,248 driven by non-redemption agreement expense of $451,322 and $688,859

of operating costs partially offset by income in our trust account for $880,933.

Capital Resources and Going Concern

February 11, 2021, we consummated our IPO of 27,600,000 Units, at a price of $10.00 per Unit, which included the exercise of the

underwriters’ option to purchase an additional 3,600,000 Units at the IPO price to cover over-allotments.

The Units were sold,

generating gross proceeds of $276,000,000.

Substantially concurrently with the closing of the IPO, we completed the private sale of 5,013,333

Private Placement Warrants to Crown PropTech Sponsor and the Anchor Investor at a purchase price of $1.50 per Private Placement Warrant,

generating gross proceeds to the Company of $7,520,000.

the IPO, the sale of the Private Placement Warrants, and the underwriters’ election to fully exercise their over-allotment option,

a total of $276,000,000 was placed in the Trust Account at J.P.

Morgan Chase Bank, N.A., maintained by Continental Stock Transfer &

Trust Company, acting as trustee, and we had $1,919,091 of cash held outside of the Trust Account, after payment of costs related to

the IPO, and available for working capital purposes.

We incurred $16,505,915 in transaction costs, including $5,520,000 of underwriting

fees, $9,660,000 of deferred underwriting fees, $795,825 of excess fair value of the Anchor Investor shares and $530,090 of other offering

In December 2022, the underwriters agreed to waive their right to receive any additional deferred underwriting discount.

For the nine months ended September 30, 2025,

cash used in operating activities was $498,776, resulting from a net loss of $2,103,992 which was impacted non-redemption agreement expense

of $223,138 change in fair value of warrant liabilities of $14, trust dividend income of $178,797 and changes in operating assets and

liabilities of $1,560,889.

the nine months ended September 30, 2024, cash used in operating activities was $263,483, resulting from a net loss of $259,248 which

was impacted by non-redemption agreement expense of $451,322, trust dividend income of $880,933 and changes in operating assets and liabilities

As of September 30, 2025 and December 31,

2024, we had cash outside the trust account of $425 available for working capital needs and working capital deficits of $4,917,295 and

$2,977,586, respectively.

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

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

As of September 30, 2025 and December 31,

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

Through September 30, 2025, our liquidity needs

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

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

the Sponsors of $793,374.

On November 30, 2021, the Company entered into

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

Chera agreed to loan the

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

The Convertible Note was non-interest

bearing and due on the earlier of:

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

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

repay the Convertible Note;

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

the Business Combination.

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

option of Mr.

November 30, 2021, the Company entered into a convertible note with Richard Chera, its former Chief Executive Officer and director, pursuant

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

The Convertible Note was non-interest bearing and due on the earlier of:

(i) 12 months from the date thereof or (ii) the date on which

the Company consummates a Business Combination.

If the Company does not consummate a Business Combination, the Company may use a portion

of any funds held outside the Trust Account to repay the Convertible Note;

however, no proceeds from the Trust Account may be used for

such repayment if the Company does not consummate the Business Combination.

Up to $1,500,000 of the Convertible Note may be converted

into warrants at a price of $1.50 per warrant at the option of Mr.

Chera (the “Conversion Right”).

The warrants would be identical to the Private Placement Warrants.

On May 31, 2023, the Convertible Note was amended

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

The warrants would be

identical to the Private Placement Warrants.

May 31, 2023, the Convertible Note was amended and restated (the “A&R Note”) in the aggregate principal amount of up

to $1,000,000 to be due on the earlier of:

(i) February 11, 2024;

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

1 unchanged sentence

Additionally, due to a waiver by Mr.

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

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 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.

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

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 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) are entitled to registration rights pursuant to a registration rights agreement

signed prior to 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 “piggyback” 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 statements.

Service Agreements

may enlist various entities as capital market advisors to assist in the identification and consummation of an initial business combination.

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

discussed above, 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.

Except for $100,000

due upon execution of the agreement, fees for such services will be payable only upon consummation of an initial business combination

November 30, 2021, we entered into a convertible promissory note with Richard Chera, our former Chief Executive Officer and Director,

pursuant to which Mr.

Chera agreed to loan us up to an aggregate principal amount of $1,500,000.

On May 31, 2023, the promissory

note was amended and restated in the aggregate principal amount of up to $1,000,000.

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

4 unchanged sentences

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

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

of the Company.

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

These borrowing are non-interest bearing.

Borrowing under the A&R Note and the advances

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

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

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

The Company has incurred and expects to continue

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.

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.

Commitments and 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)

are entitled to registration rights pursuant to a registration rights agreement signed prior to 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 “piggyback” 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 statements.

Advisory Service Agreements

We may enlist various entities as capital market

advisors to assist in the identification and consummation of an initial business combination.

Fees for such services will be payable only

upon consummation of an initial business combination by us.

As discussed above, 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.

Except for $100,000 due upon execution of the agreement, fees for

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

On November 30, 2021, we entered into a convertible

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

Chera agreed to loan us

up to an aggregate principal amount of $1,500,000.

On May 31, 2023, the promissory note was amended and restated in the aggregate

principal amount of up to $1,000,000.

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;

effective date of a liquidation of the Company.

See “ Liquidity and Capital Resources .”

Contractual Obligation

We do not have any long-term debt obligations,

capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities other than described above.

Critical Accounting Estimates

See “ Liquidity and Capital

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

liabilities other than described above.

Accounting Estimates

The preparation of these financial statements in conformity with US

4 unchanged sentences

agreement discussed below.

Significant Accounting Policies

Non-Redemption Agreements

In 2024, the Company and CIIG entered into certain non-redemption agreements

and assignments of economic interests (the “Non-Redemption Agreements”) with certain investors (the “Non-Redeeming Investors”).

The Non-Redemption Agreements provide for the assignment of economic interest of Class B ordinary shares held by CIIG to the Non-Redeeming

Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem Class A ordinary shares at the Extraordinary

General Meetings.

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

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

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

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

Accounting Policies

Non-Redemption

2024, the Company and CIIG entered into certain non-redemption agreements and assignments of economic interests (the “Non-Redemption

Agreements”) with certain investors (the “Non-Redeeming Investors”).

The Non-Redemption Agreements provide for the

assignment of economic interest of Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming

Investors agreeing to hold and not redeem Class A ordinary shares at the Extraordinary General Meetings.

Pursuant to the Non-Redemption

Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors Class A ordinary shares upon conversion of the Class B

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

For the three and nine months ended September

30, 2024, the Company estimated the aggregate fair value of the Class B ordinary shares attributable to the Non-Redeeming Investors to

be $75,341 and $451,322 or $0.65 and $0.78 per share, respectively.

Beginning on May 6, 2025, and continuing until

6 unchanged sentences

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

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

the Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be

$223,138 or $1.94 per share.

Each Non-Redeeming Investor acquired from the

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.

We utilized a model to determine the fair value

of the Non-Redemption Agreements using observable and unobservable assumptions about current and anticipated events.

Significant assumptions

include the probability and timing of consummating a business combination.

Significant variations in these assumptions could have a material

impact to the financial statements.

For the three and nine months ended September

30, 2025, the Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors

to be $0 and $223,138 or $0 and $1.94 per share, respectively.

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.

utilized a model to determine the fair value of the Non-Redemption Agreements using observable and unobservable assumptions about current

and anticipated events.

Significant assumptions include the probability and timing of consummating a business combination.

variations in these assumptions could have a material impact to the financial statements.

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.

Off-Balance Sheet Arrangements

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

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

The Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”) contains provisions that, among other things, relax certain reporting requirements for qualifying public

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting

pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or

revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which

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

As a result, the financial statements may not be comparable

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

Additionally, we are in the process of evaluating

the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth

in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among

other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant

to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under

the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit

and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such

as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation

to median employee compensation.

These exemptions will apply for a period of five years following the completion of our IPO or until we

are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures

About Market Risk

We are a smaller reporting company as defined

by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

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.

Sheet Arrangements

of September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) contains provisions that, among other things, relax certain

reporting requirements for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act

are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally,

we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.

to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions

we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls

over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that

may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional

information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation

related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s

compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our

IPO or until we are no longer an “emerging growth company,” whichever is earlier.

Quantitative and Qualitative Disclosures About Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise

required under this Item.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis