What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-12-03 · 580 added, 1105 removed, 811 unchanged (68% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed,

summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with

the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer

to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the

Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure

controls and procedures as of December 31, 2024.

Based upon their evaluation, our Chief Executive Officer concluded that our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due solely to the material

weakness in our internal control over financial reporting related to the Company’s accounting for complex financial instruments

and review procedures around key reconciliations including accruals and payables.

As a result, we performed additional analysis as deemed

necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes that the financial

statements included in this Annual Report present fairly in all material respects our financial position, results of operations

and cash flows for the periods presented.

Management has identified a material weakness

in internal controls related to the accounting for complex financial instruments and review procedures around key reconciliations including

accruals and payables.

While we have processes to identify and appropriately apply applicable accounting requirements, we plan to continue

to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements, including through

enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have

the intended effects.

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation

of our disclosure controls and procedures as of December 31, 2025.

Based upon their evaluation, our Chief Executive Officer concluded

that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective, due

solely to the material weakness in our internal control over financial reporting related to the Company’s accounting for complex

financial instruments and review procedures around key reconciliations including accruals and payables.

As a result, we performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management believes

that the financial statements included in this Annual Report present fairly in all material respects our financial position, results

of operations and cash flows for the period presented.

Management has identified

a material weakness in internal controls related to the accounting for complex financial instruments and review procedures around key

reconciliations including accruals and payables.

While we have processes to identify and appropriately apply applicable accounting requirements,

we plan to continue to enhance our system of evaluating and implementing the accounting standards that apply to our financial statements,

including through enhanced analyses by our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately

have the intended effects.

Disclosure controls and procedures

are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted

under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required

to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including

our Chief Executive Officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls

Over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control

over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal

control over financial reporting at December 31, 2024.

In making these assessments, management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments

and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December

Management has implemented remediation steps to

improve our internal control over financial reporting.

Specifically, we expanded and improved our review process for complex securities

and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature, identification

of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with

the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS

As required by SEC rules

and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate

internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in

conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of

our internal control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial

reporting as of December 31, 2025.

Management has implemented

remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our review process

for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to accounting literature,

identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional

staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form

10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

There were no changes in

our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information

Trading Plans

During the year ended December 31, 2024, none of the Company’s

directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that

was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Rule 10b5-1 Trading Plans

During the year ended December 31, 2025, none of the Company’s directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign

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The names of our executive

officers and directors, their ages as of December 2, 2025, and their positions are shown below:

officers and directors, their ages as of March 30, 2026, and their positions are shown below:

Michael Minnick

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Holders of the Class A ordinary shares are not entitled to vote on the appointment of directors during such

These provisions of Crown’s fifth amended and restated memorandum and articles of association relating to the rights of Crown’s

These provisions of Crown’s sixth amended and restated memorandum and articles of association relating to the rights of Crown’s

holders of Class B ordinary shares to appoint directors may be amended by a special resolution passed by a majority of at least 90%

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The Crown Board

is authorized to appoint officers as it deems appropriate pursuant to Crown’s fifth amended and restated memorandum and articles

is authorized to appoint officers as it deems appropriate pursuant to Crown’s sixth amended and restated memorandum and articles

of association.

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directors and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the exercise of future discretion;

duty to exercise powers fairly as between different sections of shareholders;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii) directors

should not improperly fetter the exercise of future discretion;

to exercise powers fairly as between different sections of shareholders;

not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

to exercise independent judgment.

In addition to the above,

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This can be done by way of permission granted

in the fifth amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

in the sixth amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and

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such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law.

Our fifth amended and

Our sixth amended and

restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

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International Investment Group Holdings LLC

Target Global Acquisition I Corp.

Opus Music II LLC

Investment Company

Special Purpose Acquisition Company

Investment Company

Managing Partner

Target Global Acquisition I Corp.

Special Purpose Acquisition Company

Chief Executive Officer

Opus Music II LLC

Investment Company

Co-Founder and Managing Partner

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Crown Acquisitions

First Mile Capital

Real Estate Holding Company

Investment Company

Senior Managing Director

First Mile Capital

Investment Company

Chief Executive Officer

Lisa Holladay

Clemson University (Erwin Center for Brand Communications)

Peer-to-Peer Lending

Peer-to-Peer Learning

Chief Experience Officer

Clemson University (Erwin Center for

Brand Communications)

Stephen Siegel

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All of such securities would be worthless if a business combination is not consummated by March 11, 2027 (unless such date is extended in accordance with the Existing Governing Documents).

On November 30, 2021, we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which Mr.

On November 30, 2021,

we entered into a convertible note with Richard Chera, our former Chief Executive Officer and Director, pursuant to which

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.

If we do 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.

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:

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.

If we do 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.

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:

(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.

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

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

Conversion Right.

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.

effective date of a liquidation of the Company (“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

On January 17, 2023, CIIG entered into the Securities Assignment Agreement, 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.

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The following table sets

forth information regarding the beneficial ownership of our ordinary shares available to us as of December 2, 2025, with respect to our

ordinary shares held by:

forth information regarding the beneficial ownership of our ordinary shares available to us as of March 10, 2026, with respect to our ordinary

shares held by:

each person known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A ordinary shares;

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In the table below, percentage

ownership is based on 7,391,806 ordinary shares outstanding as of December 2, 2025, including 491,806 shares of Crown Class A ordinary

ownership is based on 7,383,822 ordinary shares outstanding as of March 10, 2026, including 483,822 shares of Crown Class A ordinary

shares and 6,900,000 shares of Crown Class B ordinary shares.

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Floor, New York, New York 10019.

is the record holder of such shares.

(2) CIIG is the record holder

of such shares.

Michael Minnick, Chief Executive Officer, is the managing member of CIIG Management III LLC.

Consequently,

he may be deemed the beneficial owner of the shares held by CIIG Management III LLC and have voting and dispositive control over such

Minnick disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein,

directly or indirectly.

The address for CIIG Management III LLC, and Michael Minnick is 40 West 57th Street, 29th Floor, New York, New

Consequently, he may be

deemed the beneficial owner of the shares held by CIIG Management III LLC and have voting and dispositive control over such

Minnick disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest

therein, directly or indirectly.

The address for CIIG Management III LLC, and Michael Minnick is 40 West 57th Street, 29th Floor,

New York, New York 10019.

Total includes 2,494,988 Class B Ordinary Shares consisting of 2,194,987 Class B Ordinary Shares that

would be transferred at Closing pursuant to non-redemption agreements, 250,000 Class B Ordinary Shares that would be transferred at

Closing to the BCA Note Investor, 50,000 Class B Ordinary Shares to be transferred to Chris Rogers and such variable number of

shares to be transferred to an unaffiliated third party accruing at 2,500 Class B Ordinary Shares per month from February 2026 until

the Closing and to certain parties pursuant to the March 2026 EGM non-redemption agreements accruing at 11,529 Class B Ordinary

Shares per month beginning April 11, 2026 until the Closing.

Total excludes 517,500 Class B Ordinary Shares that are subject to

forfeiture to the Sponsor at Closing.

(3) The information in the

table above regarding Class A ordinary shares is based on additional information of management as of April 29, 2025 and

table above regarding Class A ordinary shares is based on additional information of management as of March 10, 2026 and

information contained in this shareholder’s Schedule 13G/A under the Exchange Act filed by such shareholder with the SEC on

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is 50 Hudson Yards, New York, New York 10001.

information in the table above regarding Class A ordinary shares is based solely on information contained in this shareholder’s

Schedule 13G under the Exchange Act filed by such shareholder with the SEC on August 14, 2025.

Includes 517,500 Class B

Ordinary Shares that are subject to forfeiture to CIIG at Closing.

Excludes 450,000 Class B Ordinary Shares that would be

transferred pursuant to prior non-redemption agreements and a variable amount transferred pursuant to the March 2026 EGM

non-redemption agreement accruing at 10,000 Class B Ordinary Shares per month beginning April 11, 2026 until the

(4) The information in the

table above regarding Class A ordinary shares is based on additional information of management as of March 10, 2026 and

information contained in this shareholder’s Schedule 13G under the Exchange Act filed by such shareholder with the SEC on

August 14, 2025.

Sandia Investment Management LP.

that, as of March 31, 2025, it had shared voting and dispositive power over 61,146 Class A ordinary shares.

Sandia Investment Management

LP is the beneficial owner and Timothy Sichler, who serves as Managing Member of the general partner of Sandia, may be deemed an indirect

beneficial owner of the 61,146 Class A ordinary shares.

The address for Sandia Investment Management LP and Timothy Sichler is 201 Washington

Street, Boston, MA 02108.

PropTech Sponsor is the record holder of such shares and is managed by a board of managers.

Chera may be deemed to have voting and investment discretion

with respect to the ordinary shares held of record by Crown PropTech Sponsor, LLC.

Chera disclaims

any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

reported that, as of March 31, 2025, it had shared voting and dispositive power

over 61,146 Class A ordinary shares.

Sandia Investment Management LP is the beneficial owner and Timothy Sichler, who serves as

Managing Member of the general partner of Sandia, may be deemed an indirect beneficial owner of the 61,146 Class A ordinary shares.

The address for Sandia Investment Management LP and Timothy Sichler is 201 Washington Street, Boston, MA 02108.

Excludes 211,148 Class B Ordinary Shares that would be transferred at the Closing by CIIG pursuant to non-redemption agreements and a

variable amount transferred pursuant to the March 2026 EGM non-redemption agreement accruing at 1,529 Class B Ordinary Shares per month beginning April 11, 2026 until

(5) Crown PropTech Sponsor is

the record holder of such shares and is managed by a board of managers.

Chera may be deemed to have voting and investment

discretion with respect to the ordinary shares held of record by Crown PropTech Sponsor, LLC.

Chera disclaims any

beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or

Excludes 250,000 Class B Ordinary Shares which could be acquired at Closing pursuant to the June 2025 Letter Agreement.

The address for

Crown PropTech Sponsor is 28 West 25th Street, Floor 6, New York, New York 10010.

Our sponsors beneficially

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Director Independence

In October 2020, Crown

PropTech Sponsor paid $25,000, or approximately $0.004 per share, to cover certain offering costs on our behalf in consideration of 6,900,000

Founder Shares.

The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20%

of the issued and outstanding shares upon completion of the Initial Public Offering.

In February 2021, Crown PropTech Sponsor transferred

690,000 Founder Shares to our Anchor Investor and transferred 50,000 Founder Shares to each of Crown’s four independent directors

prior to Crown’s initial public offering.

In January 2023, Crown PropTech Sponsor and CIIG entered into the Securities Assignment

Agreement, pursuant to which Crown PropTech Sponsor sold 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants

held by it to CIIG.

Concurrently with the execution of the Securities Assignment Agreement, Michael Minnick, the managing member of CIIG,

and Gavin Cuneo were appointed co-Chief Executive Officers of the Company.

The Founder Shares (including the Class A ordinary shares

issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

In February 2021, Crown PropTech

Sponsor and our Anchor Investor purchased 4,010,667 and 1,002,666 Private Placement Warrants, respectively (5,013,333 in the aggregate)

for a purchase price of $1.50 per whole warrant in a private placement that occurred simultaneously with the closing of the Initial Public

As such, Crown PropTech Sponsor’s interest and our Anchor Investor’s interest in this transaction is valued at for

an aggregate purchase price of $7,520,000.

Each Private Placement Warrant entitles the holder to purchase one Class A ordinary share

at $11.50 per share, subject to adjustment.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise

thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion

of our initial business combination.

If any of our officers or

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that may take priority over their duties to us.

Commencing on the date of

the Initial Public Offering, pursuant to an administrative services agreement, the Company agreed to pay Crown PropTech Sponsor or an

affiliate thereof a total of $15,000 per month of Administrative Support Payments.

Pursuant to a subsequent letter agreement dated

as of January 17, 2023, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and the Company

is no longer required to pay any such payments.

As of the date of this Annual Report, we have not made any Administrative Support Payments

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

In addition, in order to

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The Working Capital Loans would be repaid upon consummation of a business combination, without interest.

On November 30, 2021,

we entered into a convertible 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 (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.

If we do not consummate a business combination, we may use a portion of any funds held outside the trust account to repay the Convertible

however, no proceeds from the trust account may be used for such repayment if we do not consummate a business combination.

2023, the Convertible Note was amended and restated (the “A&R Note”) in the aggregate principal amount of up to $1,000,000

to be due on the earlier of:

(i) February 11, 2024;

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

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

Additionally, due to a waiver by Mr.

Chera, the A&R Note no longer

provides for the Conversion Right.

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.

After our initial business

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it will be up to the directors of the post-combination business to determine executive and director compensation.

We entered into a Registration

Rights Agreement pursuant to which our sponsors, Anchor Investor, and directors will be entitled to certain registration rights with respect

to the Private Placement Warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary

shares issuable upon exercise of the foregoing and upon conversion of the Founder Shares, as long as the sponsors and directors hold any

securities covered by the registration agreement.

On March 28, 2025, the

A&R Note entered into on May 31, 2023 in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier

(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.

On February 10, 2026, the Second A&R Note was amended to replace “February 11, 2026”

with December 31, 2026.

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 LLC.

Associated with the March

9, 2026 Extraordinary General Meeting, the Company and CIIG entered into the March 2026 Non-Redemption Agreements with certain investors

pursuant to which, if such investors do not redeem 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 to the investors per month 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.

Policy for Approval of Related Party Transactions

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the year ended December 31, 2025 and 2024, fees for our independent registered public accounting firm were approximately $327,025

and $111,180 for the services Marcum performed in connection with the audit of our December 31, 2024 and 2023 financial statements

included in this Annual Report on Form 10-K and the review of our quarterly financial statements.

year ended December 31, 2024 and 2023, our fees for our independent registered public accounting firm were approximately $0 and $13,390

for services to us for tax compliance, tax advice and tax planning.

and $127,720, respectively, for the services CBIZ performed in connection with the audit of our December 31, 2025 and 2024 financial

statements included in this Annual Report on Form 10-K and the review of our quarterly financial statements.

year ended December 31, 2025 and 2024, our fees for our independent registered public accounting firm were $0 for services to us

for tax compliance, tax advice and tax planning.

All Other Fees .

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(a) (1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID # 199 ) F-1

Balance Sheets F-2

Statements of Operations F-3

Statements of Changes in Shareholders’ Deficit F-4

Statements of Cash Flows F-5

Notes to Financial Statements F-6

Report of Independent

Registered Public Accounting Firm (PCAOB ID Number 199)

Balance Sheets as of December

31, 2025 and 2024

Statements of Operations

for the Years Ended December 31, 2025 and 2024

Statements of Changes

in Shareholders’ Deficit for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows

for the Years Ended December 31, 2025 and 2024

Notes to Financial Statements

(2) Financial Statement Schedules:

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rates or on the SEC website at www.sec.gov.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199 ) F-2

Financial Statements:

Balance Sheets as of December 31, 2025 and 2024 F-3

Statements of Operations for the Years Ended December 31, 2025 and 2024 F-4

Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2025 and 2024 F-5

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 F-6

Notes to Financial Statements F-7 to F-21

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

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Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Crown PropTech Acquisitions (the “Company”) as of December 31, 2024 and 2023, the related statements of operations, changes

in shareholders’ deficit and cash flows for the years ended December 31, 2024 and 2023, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years

then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheet of Crown PropTech Acquisitions (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders’ deficit and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America .

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is

a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses or entities on or before March 11, 2026.

Company entered into a business combination agreement with a business combination target on July 2, 2025;

however, the completion of this

transaction is subject to the approval of the Company’s shareholders among other conditions.

There is no assurance that the Company

will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations,

and complete the transaction prior to March 11, 2026, if at all.

The Company also has no approved plan in place to extend the business

combination deadline and fund operations for any period of time after March 11, 2026, in the event that it is unable to complete a business

combination by that date.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before March 11, 2027.

The Company entered into a business combination agreement with a business combination target on July 2, 2025;

however, the completion of this transaction is subject to the approval of the Company’s shareholders among other conditions.

There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to March 11, 2027, if at all.

The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after March 11, 2027, in the event that it is unable to complete a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary

should the Company be unable to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, audits of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

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CBIZ CPAs P.C.

We have served as the Company’s auditor since 2020 (such date

takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

We have served as the Company’s auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

December 2, 2025

March 31, 2026

CROWN PROPTECH ACQUISITIONS

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Current assets:

Cash $ 425 $ 425

Prepaid expenses 992 1,594

1 unchanged sentence

Investments held in Trust Account 5,788,250 5,804,083

Total assets $ 5,789,667 $ 5,806,102

Liabilities, Class A ordinary shares subject to possible redemption and Shareholders’ Deficit

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Accumulated deficit ( 18,289,692 ) ( 15,041,897 )

( 15,041,897 )

( 13,890,094 )

Total shareholders’ deficit ( 5,297,042 ) ( 2,977,600 )

( 2,977,600 )

( 2,277,119 )

Total liabilities, class A ordinary shares subject to possible redemption, and shareholders’ deficit $ 5,789,667 $ 5,806,102

3 unchanged sentences

STATEMENTS OF OPERATIONS

For the Year Ended December 31,

For the Year Ended

Operating costs $ 3,024,671 $ 700,481

Loss from operations ( 3,024,671 ) ( 700,481 )

( 2,112,830 )

Other income (expense):

Settlement of payables

Non-redemption agreement expense ( 223,138 ) ( 451,322 )

( 1,156,500 )

Trust dividend income 234,224 947,345

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Total other income, net 11,100 496,023

Net (loss) income

$ ( 204,458 )

Net loss $ ( 3,013,571 ) $ ( 204,458 )

Weighted average redeemable shares outstanding 499,453 1,661,751

Basic and diluted net (loss) income per redeemable share

Basic and diluted net loss per redeemable share $ ( 0.41 ) $ ( 0.02 )

Weighted average non-redeemable shares outstanding 6,900,000 6,900,000

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

Basic and diluted net loss per non-redeemable share $ ( 0.41 ) $ ( 0.02 )

The accompanying notes are an integral

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Balance as of December 31, 2023 6,900,000 $ 690 $ 11,612,285 $ ( 13,890,094 ) $ ( 2,277,119 )

$ ( 11,041,286 )

$ ( 1,512,655 )

Capital contribution from Sponsors — — 451,322 — 451,322

Remeasurement of ordinary shares subject to redemption value — — — ( 947,345 ) ( 947,345 )

( 3,372,354 )

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

Equity contribution from Non-Redemption Agreements

Net loss — — — ( 204,458 ) ( 204,458 )

Balance as of December 31, 2024 6,900,000 $ 690 $ 12,063,607 $ ( 15,041,897 ) $ ( 2,977,600 )

$ ( 13,890,094 )

$ ( 2,277,119 )

Capital contribution from Sponsors — — 928,353 — 928,353

Remeasurement of ordinary shares subject to redemption value — — — ( 234,224 ) ( 234,224 )

Net loss — — — ( 3,013,571 ) ( 3,013,571 )

Balance as of December 31, 2025 6,900,000 $ 690 $ 12,991,960 $ ( 18,289,692 ) $ ( 5,297,042 )

$ ( 15,041,897 )

$ ( 2,977,600 )

The accompanying notes are an integral

4 unchanged sentences

Cash Flows from Operating Activities:

Net (loss) income

$ ( 204,458 )

Adjustments to reconcile net (loss) income to net cash used in operating activities:

Net loss $ ( 3,013,571 ) $ ( 204,458 )

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

Change in fair value of warrant liabilities ( 14 ) —

Non-redemption agreement expense 223,138 451,322

Settlement of payables

Trust dividend income ( 234,224 ) ( 947,345 )

( 3,372,354 )

Changes in current assets and current liabilities:

6 unchanged sentences

Cash Flows from Financing Activities:

Equity contribution from previous Sponsor in connection with the Securities Assignment Agreement

Proceeds from promissory note to related party 403,509 273,658

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Redemption of Class A ordinary shares subject to possible redemption ( 250,057 ) ( 40,209,102 )

( 40,209,102 )

( 238,305,063 )

Net cash used in financing activities

( 39,935,444 )

( 237,466,907 )

Net cash provided by (used in) financing activities 858,667 ( 39,935,444 )

Net Change in Cash — ( 227 )

4 unchanged sentences

Equity contribution from Non-Redemption Agreements $ 223,138 $ 451,322

Equity contribution from previous Sponsor in connection with forgiveness of Administrative Services Agreement

The accompanying notes are an integral

3 unchanged sentences

DECEMBER 31, 2025

Note 1 — Organization and Business

Note 1 — Organization and Business Operations

Organization and General

Crown PropTech Acquisitions (the “Company”

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

The Company was formed for the purpose of entering

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

more businesses (a “Business Combination”).

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

of consummating a Business Combination.

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

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

As of December 31, 2024, the Company had not yet

commenced any operations.

All activity through December 31, 2024, relates to the Company’s formation and the Initial Public Offering

(“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from

The Company’s sponsors are Crown PropTech

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

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

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.

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

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.

In connection with the above transaction, Crown

PropTech Sponsor entered into a letter agreement dated 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.

Additionally,

Crown PropTech Sponsor waived their right to receive $ 339,107 related to the administrative services agreement.

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.

Michael Minnick, the Company’s Chief Executive

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

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

The Company was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar Business Combination with one or more businesses (a “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

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

As of December 31, 2025, the Company had not yet commenced any operations.

All activity through December 31, 2025, relates to the Company’s formation and the Initial Public Offering (“IPO”) described below, and since the closing of the IPO, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO.

The Company’s sponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company and CIIG Management III LLC (“CIIG”), a Delaware limited liability company, (each, a “Sponsor” and together, the “Sponsors”).

Change in Management

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.

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.

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Notice of Delisting

On February 12, 2024, the New York Stock Exchange

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

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

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

As such, the NYSE had determined to commence proceedings to

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

Trading of the Company’s securities was

suspended on February 12, 2024.

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

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

from the NYSE.

On February 12, 2024, the New York Stock Exchange (the “NYSE”) determined that the Company was not in compliance with Section 802.01B and 102.06e of the NYSE Listed Company Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years.

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

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

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

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

Trust Account

Following the closing of the IPO on February 11,

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

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

government securities, within the meaning set forth

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

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

Investment Company Act, as determined by the Company.

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

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

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

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

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

complete the initial Business Combination, subject to applicable law.

The proceeds deposited in the Trust Account could become subject

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

As discussed in Note 10, the Company’s shareholders

have agreed to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026.

Following the closing of the IPO on February 11, 2021, an amount of $ 276,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”) which is invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940 (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its tax obligations, if any, the proceeds from the IPO and the sale of the private placement units will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of any public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated certificate of incorporation, and (c) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination, subject to applicable law.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

As discussed below, the Company’s shareholders have agreed to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 and on March 9, 2026 the Company’s shareholders extended the date by which the Company must consummate an initial Business Combination from March 11, 2026 to March 11, 2027.

Initial Business Combination

The Company’s management has broad discretion

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

be generally applied toward consummating a Business Combination.

The Company’s Business Combination

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

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

However, the Company

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

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

an investment company under the Investment Company Act.

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

The Company will provide its public shareholders

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

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

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

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

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

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

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

The Class A ordinary shares subject to redemption

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

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

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

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

in favor of the Business Combination.

The Company has until March 11, 2026 to consummate

a Business Combination (the “Combination Period”).

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

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

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

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

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

The Company’s Sponsors, officers and directors

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

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

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

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

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

In the event of a liquidation of the Trust Account

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

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

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

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

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

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

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

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

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

(the “Securities Act”).

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

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

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

Therefore, the Company cannot assure that Crown

PropTech Sponsor would be able to satisfy those obligations.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

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

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $ 10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations, if any).

The Class A ordinary shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

The Company has until March 11, 2027 to consummate a Business Combination (the “Combination Period”).

However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100 % of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate.

The Company’s Sponsors, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period.

In the event of a liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination by March 11, 2027, Crown PropTech Sponsor (but not CIIG) has agreed that it will indemnify the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and believe that Crown PropTech Sponsor’s only assets are securities of the Company.

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

Business Combination Agreement

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

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

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

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

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

(iv) Mkango Polska s.p.

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

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

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

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

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

On July 2, 2025, the Company (“SPAC”), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of 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”) entered into a business combination agreement (the “Business Combination Agreement”).

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

Pursuant to the Business Combination Agreement,

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

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

Concurrently therewith,

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

shares are expected to trade on Nasdaq.

The proposed Merger and the other transactions

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

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

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

Pursuant to the Business Combination Agreement, the parties thereto will enter into a business combination transaction by which, among other things, Merger Sub will be merged with and into SPAC, with SPAC being the surviving entity of the Merger and becoming a wholly-owned subsidiary of PubCo.

Concurrently therewith, PubCo will become a publicly traded company, expected to operate under the name “Mkango Rare Earths Limited,” and its ordinary shares are expected to trade on Nasdaq.

The proposed Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are expected to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions as described in the Business Combination Agreement in the Company’s Form 8-K filed with the SEC on July 3, 2025.

Shareholder Meetings

February 9, 2024

On February 9, 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”).

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.

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”).

Associated with the February 9, 2024 Extraordinary

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

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

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

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

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

The February 9, 2024 Non-Redemption Agreements

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

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

In connection with the vote to approve the February

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

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

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

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

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

ordinary shares issued and outstanding.

On February 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11, 2024 to August 11, 2024 (the “February 2024 Extension Proposal”).

Associated with the February 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into the February 2024 Non-Redemption Agreements with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.

The February 9, 2024 Non-Redemption Agreements provide for the assignment of up to 464,414 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the February 9, 2024 Extraordinary General Meeting.

In connection with the vote to approve the February 9, 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

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

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

August 9, 2024

On August 9, 2024, the Company’s shareholders

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

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

2024 Extension Proposal”).

In connection with the vote to approve the August

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

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

As a result, $ 16,484,256

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

Following the redemptions,

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

Associated with the August 9, 2024 Extraordinary

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

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 economic interest of an aggregate of 115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors

in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the

August 9, 2024 Extraordinary General Meeting.

On August 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from August 11, 2024 to May 11, 2025 (the “August 2024 Extension Proposal”).

In connection with the vote to approve the August 2024 Extension Proposal, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).

As a result, $ 16,484,256 (approximately $ 11.09 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

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

Associated with the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “August 2024 Non-Redemption Agreements”) 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 economic interest of an aggregate of 115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the August 9, 2024 Extraordinary General Meeting.

On May 9, 2025, the Company’s shareholders approved an amendment to amend and restate the Company’s Fourth Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 (the “May 2025 Extension Proposal”).

In connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below).

As a result approximately, $ 0.25 million (approximately $ 11.47 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

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

Associated with the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025 Non-Redemption Agreements”) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “May 2025 Non-Redeemed Shares”) in connection with the May 9, 2025 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.

The May 2025 Non-Redemption Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.

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, 2025 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).

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

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

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.

Liquidity, Capital Resources and Going Concern

As of December 31, 2024, the Company had cash

outside the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 2,977,586 .

All remaining cash held

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

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

As of December 31, 2024, none of the amount in the

Trust Account was available to be withdrawn as described above.

Through December 31, 2024, the Company’s

liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO,

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

contributions from the Sponsors of $ 673,418 .

The Company has incurred and expects to continue

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

The Company lacks the financial resources it needs to sustain

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

As of December 31, 2025, the Company had cash outside the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 5,297,042 .

All remaining cash held in the Trust Account is generally unavailable for the Company’s use, prior to an initial Business Combination, and is restricted for use either in a Business Combination or to redeem Class A ordinary shares.

As of December 31, 2025, none of the amount in the Trust Account was available to be withdrawn as described above.

Through December 31, 2025, the Company’s liquidity needs were satisfied through receipt of $ 25,000 from the sale of the Founder Shares, the remaining net proceeds from the IPO, the sale of Private Placement Warrants, the Promissory Note (as defined below), the Working Capital Loan (as defined below) and capital contributions from the Sponsors of $ 1,378,633 .

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 (see Note 5).

Accordingly, the Company may not be able to obtain

additional financing.

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

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

overhead expenses.

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

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

In connection with the Company’s assessment

of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management

has determined that the above liquidity issues and the mandatory liquidation and subsequent dissolution, should the Company be unable

to complete a Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern.

has until March 11, 2026, or by the end of any extension to the Combination Period, to consummate a Business Combination.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year from the

date that the financial statements are issued.

If a Business Combination is not consummated by this date, there will be a mandatory liquidation

and subsequent dissolution.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required

to liquidate after March 11, 2026.

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.

Risks and Uncertainties

The United States and global markets are experiencing

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

of conflict in the Middle East and Southwest Asia.

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

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

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

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

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

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

a number of nations.

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

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

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

global economies.

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

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

cyber-attacks against U.S.

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

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

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

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

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

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

Recent changes in international trade policies,

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

The specific impact on the

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

of the date of these financial statements.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the escalation of conflict in the Middle East and Southwest Asia.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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

The specific impact on the Company’s financial condition, results of operations, cash flows and completion of a Business Combination is not determinable as of the date of these financial statements.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

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 financial statements.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements

are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States

of America (“U.S.

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Segment Reporting

The Company complies with ASC Topic 280, “Segment Reporting,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

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

The amendments will be applied retrospectively to all prior periods presented in the financial statements (see Note 10).

Emerging Growth Company Status

The Company is an “emerging growth company,”

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

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

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

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

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

approval of any golden parachute payments not previously approved.

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

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

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

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

The JOBS Act provides that a company

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

any such election to opt out is irrevocable.

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

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

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

This may make comparison

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

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

standards used.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of these financial statements

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

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

the reporting period.

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.

Cash and Cash Equivalents

The Company considers all short-term investments

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

The Company had $ 425 and $ 652 of cash and no

cash equivalents as of December 31, 2024 and 2023.

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

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

Investments Held in Trust Account

As of December 31, 2024 and 2023, the Trust Account

had $ 5,804,083 and $ 45,065,840 , respectively, held in marketable securities.

Such securities are presented on the balance sheets at fair

value at the end of the reporting period.

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

statements of operations.

As of December 31, 2025 and 2024, the Trust Account had $ 5,788,250 and $ 5,804,083 , respectively, held in marketable securities.

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

Dividends earned on these securities are included in trust dividend income in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined using available market information.

During the years ended December 31, 2024 and 2023, the Company withdrew $ 40,209,102 and $ 238,305,063 , respectively, of principal and dividend

income from the Trust Account in connection with redemptions.

During the year ended December 31, 2025, the Company withdrew $ 250,057 , of principal and dividend income from the Trust Account in connection with redemptions.

During the year ended December 31, 2024, the Company withdrew $ 40,209,102 , of principal and interest income from the Trust Account in connection with redemptions.

Concentration of Credit Risk

Financial instruments that potentially subject

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

Depository Insurance Coverage of $ 250,000 .

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At December 31, 2025 and 2024, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible

The Company accounts for its Class A ordinary

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

Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair

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

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

as temporary equity.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

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

The Company’s Class A

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

occurrence of uncertain future events.

Accordingly, as of December 31, 2024 and 2023, 513,613 and 4,196,485 , respectively, shares of Class A

ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

deficit section of the Company’s balance sheets.

As of December 31, 2024 and 2023, the ordinary

shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2025 and 2024, 491,806 and 513,613 , respectively, shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of December 31, 2025 and 2024, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Shares Amount

Ordinary shares subject to possible redemption, December 31, 2023 4,196,485 $ 45,065,840

$ 279,998,549

( 23,403,515 )

( 238,305,063 )

Redemption ( 3,682,872 ) ( 40,209,102 )

Remeasurement of carrying value to redemption value — 947,345

Ordinary shares subject to possible redemption, December 31, 2024 513,613 5,804,083

( 3,682,872 )

( 40,209,102 )

Redemption ( 21,807 ) ( 250,057 )

Remeasurement of carrying value to redemption value — 234,224

Ordinary shares subject to possible redemption, December 31, 2025 491,806 $ 5,788,250

Net (Loss) Income per Ordinary Shares

The Company has two classes of shares, which are

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

Earnings and losses are shared

pro rata between the two classes of shares.

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

per share were issued on February 11, 2021.

No warrants were exercised during the years ended December 31, 2024 and 2023.

The calculation

of diluted (loss) income per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii)

exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of

future events.

As a result, diluted net (loss) income per ordinary share is the same as basic net (loss) income per ordinary share for

For the Years Ended December 31,

Redeemable Class A

Non-Redeemable Class B

Redeemable Class A

Non-Redeemable Class B

Basic and diluted net income (loss) per share

Allocation of net (loss) income

$ ( 164,775 )

Net Loss per Ordinary Shares

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

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

Private and public warrants to purchase 14,213,333 Class A ordinary shares at $ 11.50 per share were issued on February 11, 2021.

No warrants were exercised during the years ended December 31, 2025 or 2024.

The calculation of diluted loss per ordinary share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment, and (iii) Private Placement since the exercise of the warrants are contingent upon the occurrence of future events.

As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods.

For the Years Ended

Class B Redeemable

Basic and diluted net loss per share

Allocation of net loss $ ( 203,412 ) $ ( 2,810,159 ) $ ( 39,683 ) $ ( 164,775 )

Weighted-average shares outstanding 499,453 6,900,000 1,661,751 6,900,000

Basic and diluted net (loss) income per share

Basic and diluted net loss per share $ ( 0.41 ) $ ( 0.41 ) $ ( 0.02 ) $ ( 0.02 )

Share Based Compensation

The Company complies with ASC 718 Compensation—Stock

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

shares vested upon granting of the shares.

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

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

or any liquidating distributions.

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

will liquidate and the shares will become worthless.

The Company complies with ASC 718 Compensation—Stock Compensation regarding Founder Shares acquired by directors and independent advisors of the Company at prices below fair value.

The acquired shares vested upon granting of the shares.

The Founder Shares owned by the director (1) may not be sold or transferred, until one year after the consummation of a Business Combination, (2) are not entitled to redemption from the funds held in the Trust Account, or any liquidating distributions.

If the Company does not consummate a Business Combination during the Combination Period, the Company will liquidate and the shares will become worthless.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

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

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

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Derivative Warrant Liabilities

The Company does not use derivative instruments

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

The Company evaluates all of its financial instruments, including

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

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

The classification of derivative instruments, including whether

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

The Company accounts for its 14,213,333 ordinary

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

with ASC 815-40.

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

to fair value at each reporting period.

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

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

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

The Company evaluates all of its financial instruments, including issued stock purchase warrants and working capital loan options, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15.

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

The Company accounts for its 14,213,333 ordinary share warrants issued in connection with its IPO ( 9,200,000 ) and Private Placement ( 5,013,333 ) as derivative warrant liabilities in accordance with ASC 815-40.

Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period.

The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statements of operations.

Working Capital Loans Option

On November 30, 2021, Richard Chera, the

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

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

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

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

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

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

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

the amounts due under the Working Capital Loan into warrants.

At December 31, 2024 and 2023, the Working Capital Loan Option no longer

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

a debt modification.

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

financial statements for the debt modification.

The Company accounts for income taxes under ASC

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

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

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

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

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

a tax return.

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

On November 30, 2021, Richard Chera, the Company’s former Chief Executive Officer and director agreed to loan the Company up to $ 1,500,000 to be used for a portion of the expenses of the Company (“Working Capital Loan”).

At December 31, 2022, at the option of Richard Chera, the outstanding principal of $ 666,000 may be converted into that number of warrants equal to the outstanding principal of the note divided by $ 1.50 ( 444,000 warrants).

The option (“Working Capital Loan Option”) to convert the Working Capital Loan into warrants qualified as an embedded derivative under ASC 815 and was required to be reported at fair value.

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

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

In accordance with ASC Topic 470, “Liabilities” the Company has determined the waiver of the right to convert is a debt modification.

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

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

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

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

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

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

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

As of December 31, 2024 and 2023,

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

The Company is currently not aware of any issues

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

The Company is considered to be an exempted Cayman

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

requirements in the Cayman Islands or the United States.

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

As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

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

Recent Accounting Standards

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

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.

Securities Assignment Agreement

On January 17, 2023, pursuant to the Securities

Assignment Agreement, CIIG, acquired an aggregate of 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants of

the Company from Crown PropTech Sponsor in a private transaction.

As the transaction is between the Crown PropTech

Sponsor and CIIG, the transaction does not involve the Company issuing, repurchasing, or modifying its own equity or warrants.

there was no impact on the Company’s financial statements.

In association with the Securities Assignment

Agreement, the prior Sponsor agreed to pay certain operating expenses of the Company.

In accordance with Staff Accounting Bulletin (“SAB”)

Topic 5T, the Company recognized an equity contribution on the statement of changes in shareholders’ deficit of $ 263,040 for the

value of the operating expenses paid by the Crown PropTech Sponsor.

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 31, 2024.

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

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Non-Redemption Agreements

Beginning on January 31, 2023, and continuing

until the Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with 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.

The Company estimated the aggregate fair value

of the 1,500,000 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 1,156,500 or $ 0.77 per share.

In February 2024, the Company and CIIG entered

into the Non-Redemption Agreements with Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic

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

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

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

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

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

to $ 375,981 or $ 0.81 per share.

Beginning on August 8, 2024, and continuing until

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

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 Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed

to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary

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

The Company estimated the aggregate fair value of the 115,287

Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 75,341 or $ 0.65 per share.

Each Non-Redeeming Investor acquired from the

Sponsors an indirect economic interest in the Founder Shares.

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

shareholders’ deficit.

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

in accordance with SAB Topic 5T.

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

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 464,414 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 1,857,655 Class A ordinary shares at the February 2024 Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 464,414 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business Combination.

The aggregate fair value of the 464,414 Class B ordinary shares attributable to the Non-Redeeming Investors amounted to $ 375,981 or $ 0.81 per share.

Beginning on August 8, 2024, and continuing until the August 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into Non-Redemption Agreements with the Non-Redeeming Investors.

The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 115,287 Class B ordinary shares held by CIIG to the Non-Redeeming Investors in exchange for such Non-Redeeming Investors agreeing to hold and not redeem an aggregate of 461,146 Class A ordinary shares at the August 9, 2024 Extraordinary General Meeting.

Pursuant to the Non-Redemption Agreements, CIIG has agreed to transfer to such Non-Redeeming Investors an aggregate of 115,287 Class A ordinary shares upon conversion of the Class B ordinary shares in connection with the consummation of an initial Business Combination.

The Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 75,341 or $ 0.65 per share.

Beginning on May 6, 2025, and continuing until the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into Non-Redemption Agreements with the Non-Redeeming Investors.

The Company estimated the aggregate fair value of the 115,287 Class B ordinary shares attributable to the Non-Redeeming Investors to be $ 223,138 or $ 1.94 per share.

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

The value of the Non-Redemption Agreements is reported as a component of shareholders’ deficit.

The excess of the fair value of the Founder Shares was determined to be non-redemption agreement expense in accordance with SAB Topic 5T.

Note 3 — Initial Public Offering

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

Units, at a price of $ 10.00 per Unit.

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

of one redeemable warrant (“Public Warrant”).

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

share at a price of $ 11.50 per share.

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

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share, and one-third of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share.

Note 4 — Private Placement Warrants

Simultaneously with the closing of the IPO,

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

(collectively, the “Anchor Investor”)

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

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

A portion of the purchase

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

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

(collectively, the “Anchor Investor”) purchased an aggregate of 5,013,333 Private Placement Warrants at a price of $ 1.50 per warrant ($ 7,520,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

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

Note 5 — Related Party Transactions

Founder Shares

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

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

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

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

On February 11, 2021, Crown PropTech Sponsor

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

In February 2021, Crown PropTech Sponsor transferred an aggregate

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

Immediately after transferring

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

On January 17, 2023, CIIG entered into the

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

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

shares of the Company to CIIG.

On October 13, 2020, the Company issued 5,750,000 Class B ordinary shares to Crown PropTech Sponsor for an aggregate purchase price of $ 25,000 (the “Founder Shares”).

On February 9, 2021, the Company effected a dividend of 0.2 of a Class B ordinary share for each Class B ordinary share, resulting in 6,900,000 Class B ordinary shares being issued and outstanding.

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

In February 2021, Crown PropTech Sponsor transferred an aggregate of 250,000 Founder Shares to four of the Company’s independent directors and two independent advisors.

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

On January 17, 2023, CIIG entered into the Assignment Agreement, by and among Crown PropTech Sponsor, CIIG and Richard Chera, whereby the Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 private placement warrants to purchase Class A ordinary shares of the Company to CIIG.

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

Crown PropTech Sponsor, CIIG and the

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

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

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

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

Notwithstanding the foregoing, if the closing

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

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

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

Promissory Note — Related Parties

On July 20, 2023, CIIG advanced the Company $ 114,419

in to be used for working capital.

The loaned funds advanced to the Company are non-interest bearing and are due upon demand.

Additionally,

in 2024, CIIG advanced additional funds to the Company and paid certain expenses on behalf of the Company.

In December 2023, $ 135,000 borrowed under the

A&R Note (discussed below) were reclassified as due to related party on the balance sheet.

At December 31, 2024 and 2023, the Company reported

$ 1,189,077 and $ 915,419 as due to related party on the balance sheets, respectively.

Administrative Support Agreement

Commencing on the date of the IPO, the Company

agreed to pay Crown PropTech Sponsor a total of $ 15,000 per month for office space and administrative support services.

Upon completion

of the initial Business Combination or the Company’s liquidation, the Company would cease paying these monthly fees.

On January 17,

2023, Crown PropTech Sponsor agreed to waive all amounts due under the administrative support agreement and cease charging future fees.

At December 31, 2024 and 2023, there were no fees reported on the balance sheets as due to related party.

For the year ended December

31, 2024 and 2023, no amounts were incurred for these services.

Crown PropTech Sponsor, CIIG and the Anchor Investor have agreed, subject to limited exceptions, not to transfer, assign or sell any Founder Shares until the earlier to occur of (i) one year after the completion of a Business Combination or (ii) the date following the completion of a Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, the Founder Shares will be released from the lockup.

Working Capital Loans

In order to finance transaction costs in

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

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

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

released to the Company.

In order to finance transaction costs in connection with a Business Combination, the initial shareholders or an affiliate of the initial shareholders or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

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

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

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

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

The Working Capital

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

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

In the event that a Business Combination is not consummated, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

On November 30, 2021, the Company entered

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

Chera agreed to

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

The Convertible Note was non-interest

bearing and due on the earlier of:

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

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

Account to repay the Convertible Note;

however, no proceeds from the Trust Account may be used for such repayment if the Company does

not consummate the Business Combination.

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

warrant at the option of Mr.

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

On May 31, 2023, the Convertible Note

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

The warrants would be identical to the Private Placement Warrants.

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:

(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.

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

Additionally, due to a waiver by Mr.

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

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

principal amount of up to $ 1,000,000 was amended to be due on the earlier of:

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

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;

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

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

Note 6 — Commitments &

Contingencies

As of 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, $ 403,509 is reported as due to related parties on the balance sheets.

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.

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.

Note 6 — Commitments & Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement

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

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

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

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

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

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

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

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

will bear the expenses incurred in connection with the filing of any such registration statements.

Settlement of Payables

For the years ended December 31, 2024 and 2023,

the Company settled payables for an aggregate of $ 0 and $ 759,643 , respectively, due to vendors and related parties and reported these

amounts in accordance with ASC Topic 405 “Liabilities”.

The 2023 settlement of payables of $ 759,643 included $ 339,107 with

a related party 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.

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

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any ordinary shares issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO requiring the Company to register such securities for resale.

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

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination.

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

Financial Advisor Service Agreement

On June 1, 2025, the Company engaged Jett Capital as financial advisor to advise the Company on their proposed Business Combination with MKAR Limited, Mkango Polska S.P.Z.O.O., MKA BVI, and Mkango ServiceCo UK Limited.

The Company has agreed to pay Jett Capital as follows:

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

As of the filing of this Form 10-K, this work fee has not been paid.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are $15.0 million, or less, Jett Capital shall receive a cash transaction fee equal to $2.5 million with $500,000 of the cash transaction fee paid at close of the Business Combination, and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are greater than $15.0 million, but less than $25.0 million, Jett Capital shall receive a cash transaction fee equal to $2.5 million with the cash transaction fee paid at close of the Business Combination equal to 50% of every dollar in proceeds (net of offering fees) above $15.0 million paid in cash up to a total of $2.5 million and any remaining balance owed on the $2.5 million cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to or greater than $25.0 million, but less than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million with $2.5 million of the cash transaction fee paid at close of the Business Combination.

and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to greater than $35.0 million, Jett Capital shall receive a cash transaction fee equal to $4.5 million at close of the Business Combination.

Offering Fee;

Business Combination PIPE

Upon the Company closing an equity or equity-linked offering following the close of the Business Combination, Jett Capital shall be a Joint Placement Agent in the equity or equity-linked Offering and receive 50 % of a cash fee equal to six percent ( 6.0 %) of the total offering size payable at offering close from immediately available funds.

Offering Fee;

Debt Offering

Upon the Company closing a debt offering following the close of the proposed Business Combination, Jett Capital shall be a Joint Placement Agent in the debt offering and receive 50 % of a cash fee equal to three percent ( 3.0 %) of the total Offering size payable at offering close from immediately available funds.

Note 7 — Shareholders’ Deficit

Preference Shares — The

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

As of December 31, 2024 and 2023,

there were no preference shares issued or outstanding.

Class A Ordinary Shares — The

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

At December 31, 2024

and 2023, there were no shares issued and outstanding (excluding 513,613 and 4,196,485 shares subject to possible redemption, respectively).

Class B Ordinary Shares — The

Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At December 31, 2024 and

2023, there were 6,900,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary shares and

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

required by law;

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

to the Company’s initial Business Combination.

The Class B ordinary shares will

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

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

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

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

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

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

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

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

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

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

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

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

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

At December 31, 2025 and 2024, there were no shares issued and outstanding (excluding 491,806 and 513,613 shares subject to possible redemption, respectively).

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares at par value of $ 0.0001 each.

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

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as required by law;

provided that only holders of Class B ordinary shares have the right to vote on the appointment of directors prior to the Company’s initial Business Combination.

The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the completion of a Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with a Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants issued to the sponsor, officers or directors upon conversion of Working Capital Loans;

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

Note 8 — Warrants

Public Warrants may only be exercised for

a whole number of shares.

Public Warrants may only be exercised for a whole number of shares.

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

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

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

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

The Company will not be obligated to deliver

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

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

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

to registration.

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

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

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

The Company has agreed that as soon as practicable,

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

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

shares issuable upon exercise of the warrants.

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

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

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

If a registration statement covering the Class A ordinary

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

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

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

of the Securities Act or another exemption.

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

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

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

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

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

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

extent an exemption is not available.

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

Warrants for redemption:

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration.

No Public Warrant will be exercisable and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.

The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of the Company’s Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants.

The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

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

● in whole and not in part;

3 unchanged sentences

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

If and when the warrants become redeemable

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

sale under all applicable state securities laws.

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

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

described in the warrant agreement.

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

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

merger or consolidation.

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

at a price below its exercise price.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price.

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

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

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

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

the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional

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

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

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

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

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

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

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

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

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

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

and the Newly Issued Price, respectively.

The Private Placement Warrants are identical

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

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

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

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

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

will be entitled to registration rights.

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

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

as the Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the sponsor or its affiliates, without taking into account any Founder Shares held by the sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price, and the $ 10.00 and $ 18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that (x) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will be entitled to registration rights.

If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Note 9 — Fair Value Measurements

Fair value is defined as the price that would

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

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date.

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

The hierarchy gives

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

lowest priority to unobservable inputs (Level 3 measurements).

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

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Recurring Fair Value Measurements

The Company’s permitted investments consist

The Company’s permitted investments consist of U.S.

Money Market funds.

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

in active markets for identical assets.

The Company’s warrant liability for the

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

At December 31, 2024 and 2023, there was insufficient trading activity for the Public Warrants to be classified as Level 1

and was classified as Level 2.

The Company’s management believes the Private

Warrants are economically equivalent to the Public Warrants.

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

of the Public Warrants.

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

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

The following table presents fair value information

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

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

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

At December 31, 2025 and 2024, there was insufficient trading activity for the Public Warrants to be classified as Level 1 and was classified as Level 2.

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

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

The fair value of the Private Warrant liability is classified within Level 2 of the fair value hierarchy due to the Company using quoted prices for similar instruments in active markets.

The following table presents fair value information of the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

December 31, 2025 Level 1 Level 2 Level 3

3 unchanged sentences

Fair Value of warrants $ — $ — $ —

December 31, 2023

December 31, 2024 Level 1 Level 2 Level 3

Investments held in Trust Account $ 5,804,083 $ — $ —

2 unchanged sentences

Fair Value of warrants $ — $ 14 $ —

Note 10 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Executive Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income or loss.

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

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

December 31, December 31,

Cash $ 425 $ 425

Investments held in Trust Account $ 5,788,250 $ 5,804,083

Total assets $ 5,789,667 $ 5,806,102

For the Years Ended

Operating costs $ ( 3,024,671 ) $ ( 700,481 )

Trust dividend income $ 234,224 $ 947,345

Net loss $ ( 3,013,571 ) $ ( 204,458 )

The CODM reviews Trust dividend income to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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

Note 11 — Subsequent Events

The Company evaluated subsequent events and

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

Based upon this review,

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

disclosure in the financial statements.

Proposed Business Combination

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

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

Z.o.o., (v) Mkango

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

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued.

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

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.

Amended and Restated Promissory Note

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 LLC.

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.

Shareholder Meeting

On May 9, 2025, the Company’s shareholders

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

the date by which the Company must consummate an initial Business Combination from May 11, 2025 to March 11, 2026 (the “May 2025

Extension Proposal”).

In connection with the vote to approve the May

2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s Class A ordinary shares exercised

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

As a result approximately, $ 0.25

million (approximately $ 11.47 per share) was withdrawn from the Trust Account (described below) to redeem such shares.

Following the redemptions,

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

Associated with the May 9, 2025 Extraordinary

General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025 Non-Redemption Agreements”) with

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

shares of the Company (the “May 2025 Non-Redeemed Shares”) in connection with the May 9, 2025 Extraordinary General Meeting,

CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial

Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.

The May 2025 Non-Redemption Agreements provided

for the assignment of up 115,287 Class B ordinary shares, par value $ 0.0001 per share, held by CIIG to the investors in exchange for such

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

Revised A&R Note

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.

Non-Redemption Agreements

Beginning on May 6, 2025, and continuing until

the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into the Non-Redemption Agreements with the Non-Redeeming

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 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.

Financial Advisor Service Agreement

On June 1, 2025, the Company engaged Jett Capital

as financial advisor to advise the Company on their proposed Business Combination with Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O.,

MKA BVI, and Mkango ServiceCo UK Limited.

The Company has agreed to pay Jett Capital as

A work fee of $ 100,000 upon the execution of the

As of the filing of this Form 10-K, this work fee has not been paid.

and $2.0 million of the cash transaction fee deferred and payable upon close of the first offering completed by Mkango following the Business Combination.

Offering Fee;

Business Combination PIPE

For any offering, or combination of offerings

that provide incremental gross proceeds beyond the Trust Account of the Company to Mkango at close of the Business Combination (the “Business

Combination PIPE” or the “PIPE”), Jett Capital shall be a Joint-Placement Agent in this PIPE with Cohen & Company

Capital Markets (“CCM”), each collecting fifty percent ( 50.0 %) of a cash fee equal to four and a half percent ( 4.5 %) of the

gross proceeds raised in the PIPE.

Offering Fee;

Equity Offering

Upon the Company closing an equity or equity-linked

offering following the close of the Business Combination, Jett Capital shall be a Joint Placement Agent in the equity or equity-linked

Offering and receive 50 % of a cash fee equal to six percent ( 6.0 %) of the total offering size payable at offering close from immediately

available funds.

Offering Fee;

Debt Offering

Upon the Company closing a debt offering following

the close of the proposed Business Combination, Jett Capital shall be a Joint Placement Agent in the debt offering and receive 50 % of

a cash fee equal to three percent ( 3.0 %) of the total Offering size payable at offering close from immediately available funds.

BCA Note Put Option Buyout

On June 2, 2025, Lancaster agreed to issue and

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

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

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

The Company’s CEO and an affiliated entity

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

The Letter Agreement includes a put

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

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

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

Associated with the Letter Agreement, CIIG agreed

to transfer to the Investor 250,000 Founder Shares if the Company consummates the Transactions with Lancaster.

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 2025 Extension Proposal”).

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

Following 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 9, 2026 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 March 2026 Non-Redeemed Shares through the March 9, 2026 Extraordinary General Meeting.

T he Company and CIIG entered into non-redemption agreements in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 461,146 Class A Ordinary Shares.

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.

(b) Exhibits.

Description of Document

Number Description of Document

2.1† Business Combination Agreement, dated as of July 2, 2025, by and among CPTK, Lancaster Exploration Limited, Mkango Polska S.P.Z.O.O., MKA Exploration Limited, Mkango ServiceCo UK Limited and Mkango (Cayman) Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on July 3, 2025 (file no.

Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 9, 2023 (file no.

2.2† Amendment No.

1 to Business Combination Agreement, dated as of February 13, 2026, by and among CPTK, Mkango Rare Earths Limited (formerly Lancaster Exploration Limited) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on February 17, 2026 (file no.

3.2 Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 12, 2024 (file no.

1 unchanged sentence

3.4 Fifth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on May 9, 2025 (file no.

3.5 Sixth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 10, 2026 (file no.

4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed January 21, 2021 (file no.

26 unchanged sentences

10.16 Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the May 2025 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 8, 2025 (SEC file no.

10.17 Form of Non-Redemption Agreement and Assignment of Economic Interest in connection with the March 2026 EGM (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 6, 2026 (SEC file no.

10.18 Amended and Restated Promissory Note, dated March 28, 2025, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed October 21, 2025 (file No.

10.19 Third Amended and Restated Promissory Note, dated February 10, 2026, issued by Crown PropTech Acquisitions to Richard Chera (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed February 17, 2026 (file No.

31.1* Certification of Chief Executive Officer (Principal Executive Officer and Principal Financial Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed September 11, 2025 (file no.

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.DRF Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibits 101).

omitted pursuant to Item 601(b)(2) of Regulation S-K.

Registrant agrees to furnish supplementally a copy of any omitted schedule to the

Securities and Exchange Commission upon request.

certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing

under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

† Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.

Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

* Filed herewith.

** These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Form 10-K Summary

4 unchanged sentences

CROWN PROPTECH ACQUISITIONS

December 2, 2025

March 31, 2026

/s/ Michael Minnick

6 unchanged sentences

Chief Executive Officer

March 31, 2026

Michael Minnick

(Principal Executive Officer,

Principal Financial and Accounting Officer)

(Principal Executive Officer, Principal Financial and

Accounting Officer)

/s/ Richard Chera

Director (Chairman)

March 31, 2026

Richard Chera

/s/ Lisa Holladay

March 31, 2026

Lisa Holladay

/s/ Stephen Siegel

March 31, 2026

Stephen Siegel

/s/ Christopher Rogers

March 31, 2026

Christopher Rogers

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 9A. Controls and Procedures