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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-12-03 · 420 added, 449 removed, 55 unchanged (94% of the section changed)

1 unchanged sentence

and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with our audited financial statements and

the notes thereto which are included in “Item 8.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes thereto which are included in “Item 8.

Financial Statements and Supplementary Data” of this Report.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ materially

from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special

Note Regarding Forward-Looking Statements,” “Item 1A.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may

differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under

“Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this Report.

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.

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”).

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”).

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, Sponsor and Board of

On January 17, 2023, Richard Chera informed

the Company of his decision to resign as Chief Executive Officer (“CEO”) and principal financial and accounting officer of

the Company, effective immediately.

Chera’s resignation was voluntary and not the result of any disagreement with the operations,

policies or practices of the Company.

Chera shall continue to serve as a director of the Company.

On January 17, 2023, the Board of Directors

of the Company (the “Board”) appointed Mr.

Gavin Cuneo and Mr.

Michael Minnick as co-CEOs of the Company, effective

Additionally, in connection with this appointment,

Cuneo and Mr.

Minnick entered into an Indemnity Agreement and a Letter Agreement with the Company on the same terms

as the Indemnity Agreements and Letter Agreements entered into by the directors and officers of the Company at the time of the Company’s

In addition, CIIG Management III LLC (“CIIG”) entered into the Letter Agreement.

CIIG also entered into that certain

joinder agreement to the Registration Rights Agreement as described in further detail below.

On January 17, 2023, CIIG entered into a

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

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

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

In connection

with entry into the Assignment Agreement, CIIG (i) entered into a Letter Agreement with the Company (the “Letter Agreement”)

and (ii) entered into a joinder agreement to the Registration Rights Agreement entered into by Crown PropTech Sponsor in connection

with the Company’s IPO.

As a result of the above transaction CIIG became a co-sponsor to Crown (and together with Crown PropTech

Sponsor, the “Sponsors”).

In connection with the above transaction, Crown

PropTech Sponsor entered into a letter agreement dated as of January 17, 2023, whereby Crown PropTech Sponsor is no longer entitled

to receive any payments under the administrative services agreement and the Company is no longer required to pay any such payments.

of the date of this Annual Report, the Company has not made any payments pursuant to the administrative agreement and does not expect

to incur any related expenses in the near future.

On May 5, 2023, Frits van Paasschen, a member

of the Board, chair of the Audit Committee of the Board, chair of the Nominating and Corporate Governance Committee of the Board, and

a member of the Compensation Committee of the Board, notified the Board of his resignation from the Board, effective upon the acceptance

by the Board, which the Board accepted on May 8, 2023.

van Paasschen’s resignation was voluntary and not the result

of any disagreement with the operations, policies or practices of the Company.

On May 8, 2023, the Board elected Chris Rogers

as a member of the Board, chair of the Audit Committee of the Board, a member of the Nominating and Corporate Governance Committee of

the Board, and a member of the Compensation Committee of the Board, effective immediately.

On February 15, 2024, Gavin Cuneo notified the

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

Cuneo also served as the

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

Cuneo’s decision to resign

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

or practices.

Michael Minnick, the Company’s Chief Executive

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

Cuneo’s resignation.

On February 15, 2024, Gavin

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

also served as the Company’s principal financial and accounting officer and resigned from such positions as well.

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

policies or practices.

Michael Minnick, the Company’s

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

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

1 unchanged sentence

February 9, 2024

Beginning on January 31, 2023, and continuing

until the Company’s February 9, 2023 extraordinary general meeting of shareholders (“Extraordinary General Meeting”),

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 an aggregate of 1,500,000 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 4,000,000 Class A ordinary shares at the Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 1,500,000 Class A

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

On February 9, 2023, the Company’s

shareholders approved an amendment to amend and restate the Company’s 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, 2023 to February 11,

2024 (the “2023 Extension Proposal”).

In connection with the vote to approve the 2023

Extension Proposal, shareholders holding an aggregate of 23,403,515 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, $238,305,063

(approximately $10.18 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions,

there were 4,196,485 Class A ordinary shares issued and outstanding.

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.

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

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 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 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”)

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).

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 “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.

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

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

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.

March 9, 2026

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 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.

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.

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.

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.

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 procedures.

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, 2027 (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, if any);

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.

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 MKAR (as defined below) (“Merger Sub”), (iii) Mkango Rare Earths Limited (f/k/a

Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (“MKAR”, 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 MKAR, 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.

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.

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.

Settlement of Payables

For the years ended December 30, 2024 and 2023,

the Company did not settle any payables with vendors or related parties, reporting aggregate amounts of $0 for both periods in accordance

with ASC Topic 405, “Liabilities.” The 2023 settlement of payables of $339,107 with related parties is in relation to the

Administrative Services Agreement.

As this is with a related party, the Company recognized $339,107 in the statement of changes in shareholders’

deficit for the settlement of these payables.

The remaining $420,536 was recognized as a gain in the statement of operations.

no settled payables for the year ended December 31, 2024.

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

Put Option Buyout Letter Agreement

On June 2, 2025, MKAR 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 MKAR.

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.

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 year ended December

31, 2025, we had net loss of $3,013,571.

We incurred $3,024,671 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 $234,224.

For the year ended December

31, 2024, we had net loss of $204,458 driven by a non-redemption agreement expense of $451,322 and $700,481 of operating costs, partially

offset by trust dividend income of $947,345.

For the year ended December 31, 2023, we had net

income of $523,546.

We generated income in our trust account for $3,372,354 and settled payables of $420,536 partially offset by $2,112,830

in operating costs, $1,156,500 in non-redemption agreement expense and $14 from a change in the fair value of the warrant liabilities.

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.

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

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 year ended December

31, 2024, cash used in operating activities was $273,885, resulting from a net loss of $204,458 which was impacted by non-redemption agreement

expense of $451,322, trust dividend income of $947,345 and changes in operating assets and liabilities of $426,596.

$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 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 costs.

In December 2022,

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

For the year ended December 31, 2025, cash used

in operating activities was $917,716, resulting from the net income of $523,546 which was impacted by unrealized loss on change in fair

value of warrant liabilities of $14, settlement of payables of $420,536, non-redemption agreement expense associated with the non-redemption

agreements of $1,156,500, trust dividend income of $3,372,354 and changes in operating assets and liabilities of $1,195,114.

As of December 31, 2024 and 2023, we had cash outside the trust

account of $425 and $652, respectively, available for working capital needs and working capital deficits of $2,977,586 and $2,277,105,

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 December 31, 2024 and 2023, none of

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

Through December 31, 2024, 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 $673,418.

On November 30, 2021, we entered into a convertible

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 (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 we consummate a business combination.

not consummate a business combination, we 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 we do not consummate a business combination.

2023, and effective as of January 17, 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

in operating activities was $1,108,724, resulting from a net loss of $3,013,571 which was impacted non-redemption agreement expense of

$223,138 change in fair value of warrant liabilities of $14, trust dividend income of $234,224 and changes in operating assets and liabilities

of $1,915,947.

For the year ended December 31, 2024, cash used

in operating activities was $273,885, resulting from a net loss of $204,458 which was impacted by non-redemption agreement expense of

$451,322, trust dividend income of $947,345 and changes in operating assets and liabilities of $426,596.

As of December 31, 2025 and 2024, we had cash

outside the trust account of $425 available for working capital needs and working capital deficits of $5,297,042 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 December 31, 2025 and 2024, none of the amount in the trust

account was available to be withdrawn as described above.

Through December 31, 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 $1,378,633.

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.

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:

(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 Right.

On March 28, 2025, and effective as of February

11, 2024, the A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of:

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

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

(“Second A&R Note”).

On February 10, 2026, the

Second A&R Note was amended to be due on the earlier of:

(i) December 31, 2026;

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

or (iii) the effective date of a liquidation of the Company (“Third A&R Note”).

In connection with the execution

of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional Class B Ordinary Shares to an unaffiliated third

party in an amount equal to the product of the number of months from February 2026 until the date on which SPAC consummates a Business

Combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III LLC.

For the year ended December

31, 2025, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $1,108,724.

Of these funds, $403,459

is reported as due to related parties on the balance sheet.

These borrowings are non-interest bearing.

The remaining $705,215 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 December 31, 2025 and 2024, the Company reported $1,592,586

and $1,189,077, respectively, on the 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 issued.

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.

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.

The Company has until March 11, 2027, 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, 2027.

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.

On November 10, 2021 (but effective as of the

closing of the Brivo Business Combination), and as part of the Brivo Business Combination, New Brivo, Crown PropTech Sponsor, Anchor Investor

and certain other shareholders and directors and officers of Crown and Brivo entered into the Amended and Restated Registration Rights

As part of the termination of the Business Combination, the Restated Registration Rights Agreement was automatically terminated.

Underwriting Agreement

A deferred underwriting discount of $0.35 per

Unit, or $9,660,000 in the aggregate, was payable to the underwriters from the amounts held in the Trust Account solely in the event that

we complete an initial business combination, subject to the terms of the underwriting agreement.

In December 2022, the underwriters agreed

to waive their right to receive any additional deferred underwriting discount and as a result, the Company de-recognized the related deferred

underwriting discount.

The Company considers the deferred underwriting discount an offering cost.

Offering costs are charged to shareholders’

equity or statement of operations based on the relative value of the Public Warrants to the proceeds received from the Units sold upon

the completion of the IPO.

Upon the waiver of the deferred underwriting discount, a portion of the deferred underwriting discount was

recorded to the statement of operations and to shareholders’ equity.

For the year ended December 31, 2022, in relation to the waiver

of the deferred underwriting discount, the Company recognized other income of $479,780 for offering costs related to warrant issuance

and an increase in additional paid-in capital of $9,180,220.

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.

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.

Administrative Support Agreement

We previously entered into an administrative agreement

to pay Crown PropTech Sponsor or an affiliate thereof a total of up to $15,000 per month for office space, utilities, secretarial and

administrative support services provided to members of our management team (the “Administrative Support Payments”).

to a subsequent letter agreement, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and we are

no longer required to pay any such payments.

As of December 31, 2024 and 2023, we have not made any payments pursuant to the administrative

agreement and do not expect to incur any related expenses in the near future.

As the waiver of the Administrative Support Payments is

with a related party, the Company recognized $339,107 in the statement of changes in shareholders’ deficit for the settlement of

these transactions for the year ended December 31, 2023.

Attorney Fees

We incurred legal fees in connection with the

proposed Brivo Business Combination, none of which were payable until consummation of the proposed Brivo Business Combination.

As of December

31, 2023, we fully paid a settled amount in legal fees associated with the Brivo Business Combination.

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:

1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business Combination with MKAR,

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.

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.

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

See “ Liquidity and Capital Resources .”

On February 10, 2026, the

Second A&R Note was amended to replace “February 11, 2026” with December 31, 2026 (the “Third A&R Note”).

In connection with the execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional CPTK Class B Ordinary

Shares to an unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which

SPAC consummates a Business Combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III

MKAR F-4 Note

In connection with the previously

disclosed $750,000 Note Purchase Agreement (the “NPA”) entered into with MKAR on June 3, 2025, CIIG Management III LLC, in

its capacity as the F-4 Note Investor, funded the remaining $250,000 in connection with the confidential submission of the Form F-4 in

exchange for MKAR’s issuance of a convertible promissory note on February 13, 2026.

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.

We do not have any long-term

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

Critical Accounting Estimates

The preparation of these financial statements

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

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

the reporting period.

The preparation of these

financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts

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

amounts of expenses during the reporting period.

Actual results could differ from those estimates.

We have not identified any critical accounting estimates.

We have not identified any critical

accounting estimates other than the non-redemption agreement discussed below.

Significant Accounting Policies

Non-Redemption Agreements

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.

The Company estimated the aggregate fair value

of the Class B ordinary shares attributable to the Non-Redeeming Investors to be $451,322 (or $0.78 per share) for the year ended

December 31, 2024.

For the year ended December 31, 2023, the Company estimated the aggregate fair value of the Class B ordinary shares

attributable to the Non-Redeeming Investors to be $1,156,500 or $0.77.

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 year ended December 31, 2024, the Company estimated the aggregate fair value of the Class B ordinary

shares attributable to the Non-Redeeming Investors to be $451,322 or $0.78 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.

For the year ended December 31, 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.

In March 2026 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 9, 2026 Extraordinary General Meeting, CIIG will assign

one Class B ordinary share, par value $0.0001 per share for each 40 public shares not redeemed, accruing monthly beginning April 11, 2026

until the completion of the initial Business Combination, held by CIIG to the investors in exchange for such investors agreeing to hold

and not redeem certain public shares at 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 to the investors, accruing monthly beginning

April 11, 2026 until the completion of the 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.

Each Non-Redeeming Investor acquired from the

4 unchanged sentences

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.

Recent Accounting Pronouncements

On July 4, 2025, President

Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”,

requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently

evaluating the impact of the new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s

We utilized a model to determine

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

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.

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

attributable to the Non-Redeeming Investors to be $223,138 (or $1.94 per share) for the year ended December 31, 2025.

For the year ended

December 31, 2024, the Company estimated the aggregate fair value of the Class B ordinary shares attributable to the Non-Redeeming Investors

to be $451,322 or $0.78.

Recent Accounting Standards

In December 2023 FASB issued

ASU 2023-09, “Improvements to Income Tax Disclosures”, which amends ASC 740, “Income Taxes”, to improve the transparency

and decision usefulness of income tax disclosures for all entities subject to income taxes for the fiscal years beginning after December

The Company evaluated requirements for the new standard and determined that it is not applicable as it is not subject to income

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.

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which improves

reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure

requirements.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning

after December 15, 2024.

Early adoption is permitted.

The Company’s management has determined the adoption of ASU 2023-07 does not

have a material impact on its financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09,

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure

of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure

requirements.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s

management has determined the adoption of ASU 2023-09 will not have a material impact on its financial statements and disclosures.

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 December 31, 2024, 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

As of December 31, 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 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.

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.

2 unchanged sentences

Quantitative and Qualitative Disclosures About Market

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.

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.

Financial Statements and Supplementary

This information appears following Item 15

of this Annual Report on Form 10-K and is incorporated herein by reference.

This information appears

following Item 15 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in and Disagreements With

1 unchanged sentence

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 7. Management’s Discussion and Analysis