What changed in this filing

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Item 1. Financial Statements

2026-08-18 compared with 2026-05-18 · 91 added, 51 removed, 406 unchanged (26% of the section changed)

12 unchanged sentences

Due to related parties 1,592,586 1,592,586

Total current liabilities 6,372,372 5,298,459

Warrant liabilities 994,933 —

Total liabilities 7,367,305 5,298,459

Class A ordinary shares subject to possible redemption, 483,822 and 491,806 shares at a redemption value of $ 11.87 and $ 11.77 as of March 31, 2026 and December 31, 2025, respectively 5,744,230 5,788,250

Class A ordinary shares subject to possible redemption, 483,822 and 491,806 shares at a redemption value of $ 11.98 and $ 11.77 as of June 30, 2026 and December 31, 2025, respectively 5,794,719 5,788,250

Shareholders’ deficit:

4 unchanged sentences

200,000,000 shares authorized;

no shares issued or outstanding, excluding 483,822 and 491,806 shares subject to possible redemption as of as of March 31, 2026 and December 31, 2025, respectively — —

no shares issued or outstanding, excluding 483,822 and 491,806 shares subject to possible redemption as of as of June 30, 2026 and December 31, 2025, respectively — —

Class B ordinary shares, $ 0.0001 par value;

5 unchanged sentences

Total liabilities, class A ordinary shares subject to possible redemption, and shareholders’ deficit $ 5,820,689 $ 5,789,667

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF OPERATIONS

the Three Months Ended

For the Three Months Ended

For the Six Months Ended

Operating costs $ 940,444 $ 1,005,463 $ 2,009,949 $ 1,778,256

3 unchanged sentences

Trust dividend income 50,489 59,442 101,049 120,108

Total other income, net 40,198 60,666

Non-redemption agreement expense ( 123,821 ) ( 223,138 ) ( 123,821 ) ( 223,138 )

Change in fair value of warrant liabilities ( 994,933 ) ( 35,519 ) ( 994,933 ) ( 35,519 )

Total other expense, net ( 1,095,115 ) ( 199,215 ) ( 1,054,917 ) ( 138,549 )

Net loss $ ( 2,035,559 ) $ ( 1,204,678 ) $ ( 3,064,866 ) $ ( 1,916,805 )

3 unchanged sentences

Basic and diluted net loss per non-redeemable share $ ( 0.28 ) $ ( 0.16 ) $ ( 0.41 ) $ ( 0.26 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

6 unchanged sentences

Balance as of March 31, 2026 6,900,000 690 13,631,656 ( 19,369,559 ) ( 5,737,213 )

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Capital contribution from Sponsors — — 331,255 — 331,255

Equity contribution from Loan Extension Agreement — — 26,850 — 26,850

Equity contribution from Non-Redemption Agreement — — 123,821 — 123,821

Remeasurement of redeemable ordinary shares to redemption value — — — ( 50,489 ) ( 50,489 )

Net loss — — — ( 2,035,559 ) ( 2,035,559 )

Balance as of June 30, 2026 6,900,000 $ 690 $ 14,113,582 $ ( 21,455,607 ) $ ( 7,341,335 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

1 unchanged sentence

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

Remeasurement of redeemable ordinary shares to redemption value — — — ( 60,666 ) ( 60,666 )

Remeasurement of ordinary shares subject to redemption value — — — ( 60,666 ) ( 60,666 )

Net loss — — — ( 712,127 ) ( 712,127 )

Balance as of March 31, 2025 6,900,000 690 12,063,607 ( 15,814,690 ) ( 3,750,393 )

The accompanying notes are an integral part of

these unaudited condensed financial statements.

Remeasurement of ordinary shares subject to redemption value — — — ( 59,442 ) ( 59,442 )

Capital contribution from Sponsor — — 223,138 — 223,138

Net loss — — — ( 1,204,678 ) ( 1,204,678 )

Balance as of June 30, 2025 6,900,000 $ 690 $ 12,286,745 $ ( 17,078,810 ) $ ( 4,791,375 )

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

CROWN PROPTECH ACQUISITIONS

CONDENSED STATEMENTS OF CASH FLOWS

For the Three

For the Six Months Ended

Cash Flows from Operating Activities:

1 unchanged sentence

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

Change in fair value of warrant liabilities 994,933 35,519

Non-redemption agreement expense 123,821 223,138

Loan Extension Agreement expense 37,212 —

16 unchanged sentences

Remeasurement of Class A ordinary shares subject to possible redemption $ 101,049 $ 120,108

The accompanying notes are an integral part of

these unaudited condensed financial statements.

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

CROWN PROPTECH ACQUISITIONS

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Note 1 — Organization and Business Operations

4 unchanged sentences

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 March 31, 2026, the Company had not yet commenced any operations.

All activity through March 31, 2026, 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.

As of June 30, 2026, the Company had not yet commenced any operations.

All activity through June 30, 2026, 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.

6 unchanged sentences

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

20 unchanged sentences

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.

In connection with the proposed Business Combination, MKAR and the Company have filed a registration statement on Form F-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), including a preliminary proxy statement of the Company and a preliminary prospectus of MKAR with respect to the securities to be offered in the proposed Business Combination.

Amendment No.

3 unchanged sentences

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.

1, among other things, amended 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 extended 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”) did not declare the Proxy/Registration Statement effective by August 14, 2026.

Because the Proxy/Registration Statement was not declared effective by August 14, 2026, the Outside Date was automatically extended to December 31, 2026.

Amendment No.

2 to Business Combination Agreement

On May 20, 2026, the Company and MKAR entered into Amendment No.

2 to the Business Combination Agreement (“Amendment No.

2”) to, among other things, amend certain definitions and provisions relating to the Exchange Ratio and share issuances by MKAR prior to the Closing, and to set forth the settlement of intercompany indebtedness through a debt-to-equity exchange by Mkango and MKAR as a condition to the Closing.

In connection with the execution of Amendment No.

2, the Company and MKAR agreed to amend and restate the form of Registration Rights and Lock-Up Agreement to be entered into at Closing to, among other things, amend certain definitions, grant the Selling Shareholder certain rights to include for resale an allotted number of its Company Shares in any subsequent registered offering of Company shares, and exclude certain Company Class B Ordinary Shares to be transferred by the Sponsors pursuant to certain previously disclosed non-redemption agreements to unaffiliated third parties at Closing from certain transfer restrictions during the Lock-Up Period (as defined in the Registration Rights and Lock-Up Agreement).

Shareholder Meetings

13 unchanged sentences

Liquidity, Capital Resources and Going Concern

As of March 31, 2026, the Company had cash outside the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 5,737,213 .

As of June 30, 2026, the Company had cash outside the Trust Account of $ 425 available for working capital needs and working capital deficit of $ 6,346,402 .

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.

Through March 31, 2026, 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 $ 2,007,967 .

Through June 30, 2026, 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 $ 2,339,222 .

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

17 unchanged sentences

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 unaudited condensed 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 unaudited condensed financial statements.

In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the United States.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act of 2017, including domestic research cost expensing among other changes.

Many of the tax provisions of the OBBBA are designed to accelerate tax deductions.

The new legislation has multiple effective dates, with certain provisions effective in 2025, 2026 and others in the future.

The impacts of the OBBBA are reflected in our results in the respective year of effectiveness.

The Company currently believes that the tax provisions of the legislation will not have a material impact on the Company’s Statement of Operations.

Note 2 — Significant Accounting Policies

4 unchanged sentences

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026.

Operating results for the three and six months ended June 30, 2026 and 2025, are not necessarily indicative of the results that may be expected through December 31, 2026.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Form 10-K filed by the Company with the SEC on March 31, 2026.

1 unchanged sentence

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 unaudited condensed financial statements (see Note 10).

Emerging Growth Company Status

9 unchanged sentences

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 March 31, 2026 and December 31, 2025.

The Company had $ 425 of cash and no cash equivalents as of June 30, 2026 and December 31, 2025.

Investments Held in Trust Account

As of March 31, 2026 and December 31, 2025, the Trust Account had $ 5,744,230 and $ 5,788,250 , respectively, held in marketable securities.

As of June 30, 2026 and December 31, 2025, the Trust Account had $ 5,794,719 and $ 5,788,250 , respectively, held in marketable securities.

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

1 unchanged sentence

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

For the three months ended March 31, 2026 and 2025, the Company withdrew $ 94,580 and $ 0 , respectively, of principal and dividend income from the Trust Account in connection with redemptions.

For the six months ended June 30, 2026 and 2025, the Company withdrew $ 94,580 and $ 250,057 , respectively, of principal and dividend income from the Trust Account in connection with redemptions.

Concentration of Credit Risk

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

At March 31, 2026 and December 31, 2025, the Company has not experienced losses on this account.

At June 30, 2026 and December 31, 2025, the Company has not experienced losses on this account.

Class A Ordinary Shares Subject to Possible Redemption

3 unchanged sentences

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 March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, shares of Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

As of June 30, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected on the balance sheets are reconciled in the following table:

Shares Amount

6 unchanged sentences

Ordinary shares subject to possible redemption, March 31, 2026 483,822 $ 5,744,230

Remeasurement of carrying value to redemption value — 50,489

Ordinary shares subject to possible redemption, June 30, 2026 483,822 $ 5,794,719

Net Loss per Ordinary Shares

2 unchanged sentences

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

No warrants were exercised during the three months ended March 31, 2026 or 2025.

No warrants were exercised during the three or six months ended June 30, 2026 or 2025.

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.

1 unchanged sentence

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Class B Redeemable

Basic and diluted net loss per share

23 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, 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.

13 unchanged sentences

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

As of June 30, 2026, the March 2026 Non-Redemption Agreements accrued 34,587 Class B ordinary shares.

The Company estimated the aggregate fair value of the 34,587 Class B ordinary shares attributable to the March 2026 Non-Redemption Agreements, for the period ended June 30, 2026, to be $ 123,821 .

This implies a value of $ 3.58 per share that vested during the six months ended June 30, 2026.

Loan Extension Agreement

2 unchanged sentences

The Company complies with Staff Accounting Bulletin Topic 5T and recognize a capital contribution, as the potential transfer of these shares is a benefit to the Company.

As of March 31, 2026, the Loan Extension Agreement accrued 5,000 Class B ordinary shares.

The Company estimated the aggregate fair value of the 5,000 Class B ordinary shares attributable to the Loan Extension Agreement, for the period ended March 31, 2026, to be $ 10,362 .

This implies a value of $ 1.97 per share for the 2,500 Class B ordinary shares that vested on February 10, 2026 and $ 2.17 per share for the additional 2,500 Class B ordinary shares that vested in March.

As of June 30, 2026, the Loan Extension Agreement accrued 12,500 Class B ordinary shares.

The Company estimated the aggregate fair value of the 12,500 Class B ordinary shares attributable to the Loan Extension Agreement, for the period ended June 30, 2026, to be $ 37,212 .

This implies a value of $ 2.98 per share that vested during the six months ended June 30, 2026.

For the three and six months ended June 30, 2026, the Company recognized an expense of $ 26,850 and $ 37,212 , respectively, for the Loan Extension Agreement.

No expense was recognized in the three and six months ended June 30, 2025.

The value of the Loan Extension Agreements is reported as a component of shareholders’ deficit.

45 unchanged sentences

Upon consummation of a Business Combination, the Company will comply with Staff Accounting Bulletin Topic 5T and recognize As the potential transfer of these shares is contingent upon the close of a Business Combination, the Company has not recognized an expense or a liability (depending on the underlying transaction) and an increase in additional-paid-in capital for the fair value of the shares transferred.

As of March 31, 2026, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $ 1,779,215 .

As of June 30, 2026, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $ 2,457,390 .

Of these funds, $ 791,586 is reported as due to related parties on the balance sheets.

1 unchanged sentence

The remaining $ 1,665,804 is reported on the statements of changes in shareholders’ deficit as a capital contribution from Sponsor.

As of December 31, 2025, CIIG has advanced funds to and paid expenses on behalf of the Company in the amount of $ 1,108,674 .

Of these funds, $ 403,459 is reported as due to related parties on the balance sheet.

These borrowings are non-interest bearing.

The remaining $ 705,215 is reported on the statements of changes in shareholders’ deficit as a capital contribution from Sponsor.

Borrowing under the A&R Note and the advances from CIIG are reported on the balance sheets as due to related parties (excluding $ 1,334,549 of advances from CIIG that are reported on the statements of changes in shareholders’ deficit as a capital contribution).

At March 31, 2026 and December 31, 2025, the Company reported $ 1,592,586 on the balance sheets as due to related parties.

At June 30, 2026 and December 31, 2025, the Company reported $ 1,592,586 on the balance sheets as due to related parties.

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.

24 unchanged sentences

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.

Amended and Restated Financial Advisory Agreement

On May 20, 2026, as amended and restated on June 8, 2026, Jett Capital, the Company, MKAR, and the financial advisors to MKAR entered into an agreement relating to the provision of mergers and acquisitions advisory services in connection with the Business Combination Agreement, as amended, to provide that the financial advisors party thereto have the discretion to receive Advisor Compensation Shares (as defined therein) in lieu of cash immediately prior to the closing of the Business Combination for services rendered.

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 March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were no shares issued and outstanding (excluding 483,822 and 491,806 shares subject to possible redemption, respectively).

At June 30, 2026 and December 31, 2025, there were no shares issued and outstanding (excluding 483,822 and 491,806 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 March 31, 2026 and December 31, 2025, there were 6,900,000 Class B ordinary shares issued or outstanding.

At June 30, 2026 and December 31, 2025, there were 6,900,000 Class B ordinary shares issued and 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;

43 unchanged sentences

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 March 31, 2026 and December 31, 2025, there was insufficient trading activity for the Public Warrants to be classified as Level 1 and was classified as Level 2.

At June 30, 2026 and December 31, 2025, 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.

2 unchanged sentences

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.

March 31, 2026 Level 1 Level 2 Level 3

June 30, 2026 Level 1 Level 2 Level 3

Investments held in Trust Account $ 5,794,719 $ — $ —

15 unchanged sentences

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:

March 31, December 31,

June 30, December 31,

Cash $ 425 $ 425

2 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Operating costs $ ( 940,444 ) $ ( 1,005,463 ) $ ( 2,009,949 ) $ ( 1,778,256 )

9 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements