What changed in this filing

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Item 1. Business

2026-03-31 compared with 2025-12-03 · 79 added, 37 removed, 925 unchanged (11% of the section changed)

49 unchanged sentences

(i) the completion of the initial business combination, (b) the redemption

of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s fifth amended and restated

of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s sixth amended and restated

memorandum and articles of association, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete

the initial business combination by March 11, 2027 (or within any extended period of time that we may have to consummate an initial business

combination as a result of an amendment to our fifth amended and restated memorandum and articles of association), subject to applicable

The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from May

combination as a result of an amendment to our sixth amended and restated memorandum and articles of association), subject to applicable

The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from March

11, 2026 to March 11, 2027, and funds were released from the trust account to redeem certain Public Shares in connection therewith.

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

On March 9, 2026, the Company’s

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

to extend the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027 (the “March

2026 Extension Proposal”).

In connection with the vote

to approve the March 2026 Extension Proposal, shareholders holding an aggregate of 7,984 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).

result, approximately $0.09 million (approximately $11.84 per share) was withdrawn from the Trust Account to redeem such shares.

the redemptions, there were 483,822 Class A ordinary shares issued and outstanding.

Associated with the March

9, 2026 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “March 2026 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 “March 2026 Non-Redeemed Shares”) in connection with the March 2026

Extraordinary General Meeting, CIIG agreed 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 March 2026 Non-Redeemed Shares through the March 9, 2026

Extraordinary General Meeting.

The March 2026 Non-Redemption

Agreements provided for the assignment of 11,529 Class B ordinary shares, par value $0.0001 per share, held by CIIG that will accrue on

a monthly basis beginning on April 11, 2026 to the investors until the completion of an initial Business Combination in exchange for such

Investors agreeing to hold and not redeem certain public shares at the March 9, 2026 Extraordinary General Meeting.

Business Combination Agreement

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in the Business Combination Agreement.

Amendment No.

1 to Business Combination Agreement

On February 13, 2026, SPAC and MKAR entered into

Amendment No.

1 to the Business Combination Agreement (“Amendment No.

Amendment No.

1, among other things, amends the

pre-closing internal corporate reorganization to establish the ownership structure so that MKAR will own the assets and operations associated

with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland and extends

the Outside Date from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the U.S.

Securities and

Exchange Commission (the “SEC”) has not declared the Proxy/Registration Statement effective by August 14, 2026.

Pursuant to the Business

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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.

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

Initial Business Combination

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to their fiduciary duties under Cayman Islands law.

Our fifth amended and restated memorandum and articles of association provide that,

Our sixth amended and restated memorandum and articles of association provide that,

to the fullest extent permitted by applicable law:

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We will remain an emerging

growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion

growth company until the earlier of (1) the last day of the fiscal year (a) following the sixth anniversary of the completion

of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which

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By completing our initial business combination with only a single entity, our lack of diversification may:

subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination;

cause us to depend on the marketing and sale of a single product or limited number of products or services.

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular

industry in which we operate after our initial business combination;

us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

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We may conduct redemptions

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our fifth amended and restated

without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our sixth amended and restated

memorandum and articles of association.

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rules, shareholder approval would typically be required for our initial business combination if, for example:

we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);

any of our directors, officers or substantial shareholder (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration to be paid in the transaction and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more;

the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in

a public offering);

of our directors, officers or substantial shareholder (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons

collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or in the consideration

to be paid in the transaction and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding

ordinary shares or voting power of 5% or more;

issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

The decision as to whether

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but not limited to:

the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

the expected cost of holding a shareholder vote;

the risk that the shareholders would fail to approve the proposed business combination;

other time and budget constraints of the company;

additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either

not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other

additional burdens on the company;

expected cost of holding a shareholder vote;

risk that the shareholders would fail to approve the proposed business combination;

time and budget constraints of the company;

legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Other Transactions with Respect to Our Securities

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Limitations on Redemptions

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net

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with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our

fifth amended and restated memorandum and articles of association would require shareholder approval.

sixth amended and restated memorandum and articles of association would require shareholder approval.

So long as we obtain and maintain

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our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions

of our fifth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under

the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on Nasdaq.

of our sixth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under

the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on NYSE.

Such provisions may be amended

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If we provide our Public

Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our fifth amended

Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our sixth amended

and restated memorandum and articles of association:

conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules;

file proxy materials with the SEC.

the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation

of proxies, and not pursuant to the tender offer rules;

proxy materials with the SEC.

In the event that we seek

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not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial

and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange

Act, which regulates the solicitation of proxies.

In the event we conduct redemptions

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promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their shares.

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net

16 unchanged sentences

of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to

the tender offer rules, our fifth amended and restated memorandum and articles of association provide that a Public Shareholder, together

the tender offer rules, our sixth amended and restated memorandum and articles of association provide that a Public Shareholder, together

with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”

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At the Extraordinary General

Meeting, held on May 9, 2025, shareholders approved the Extension Proposal to amend 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

Meeting, held on March 9, 2026, shareholders approved the Extension Proposal to amend the Company’s Fifth amended and restated memorandum

and articles of association to extend the date by which the Company must consummate an initial business combination from March 11, 2026

to March 11, 2027.

Our fifth amended and restated

Our sixth amended and restated

memorandum and articles of association provides that we have only until March 11, 2027 to consummate an initial business combination.

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worthless if we fail to consummate an initial business combination by March 11, 2027.

Our fifth amended and restated memorandum and articles

Our sixth amended and restated memorandum and articles

of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we

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Our sponsors, executive officers

and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our fifth amended and

and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our sixth amended and

restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders

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be entitled to receive funds from the trust account only (i) in the event of the redemption of our Public Shares if we do not complete

our initial business combination by March 11, 2026, (ii) in connection with a shareholder vote to amend our fifth amended and restated

our initial business combination by March 11, 2027, (ii) in connection with a shareholder vote to amend our sixth amended and restated

memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A

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Such shareholder must have also exercised its redemption rights described

These provisions of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended

These provisions of our sixth amended and restated memorandum and articles of association, like all provisions of our sixth amended

and restated memorandum and articles of association, may be amended with a shareholder vote.

129 unchanged sentences

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

What changed 10-K

Item 1. Business