Crown Proptech Acquisitions SEC Filings

Crown PropTech Acquisitions entered into Amendment No. 2 to its Business Combination Agreement with Mkango Rare Earths Limited (MKAR). The amendment adjusts the Exchange Ratio, clarifies share issuances before closing, and requires settlement of intercompany debt via a debt‑to‑equity exchange as a closing condition.

The parties also revised the form of the Registration Rights and Lock-Up Agreement to update definitions, allow the Selling Shareholder to include an allotted number of its shares in future registered offerings, and exempt certain transferred SPAC Class B shares from some lock-up restrictions. Separately, MKAR publicly filed a Form F-4 registration statement containing the proxy statement/prospectus for the proposed business combination, with MKAR’s shares and warrants expected to list on Nasdaq under “MKAR” and “MKARW” after closing, subject to approvals and customary conditions.

Crown PropTech Acquisitions reported a net loss of $1.0 million for the quarter ended March 31, 2026, driven by $1.1 million of operating costs and Loan Extension Agreement expense, partly offset by $50,560 of trust dividend income. The SPAC still has $5.74 million invested in its Trust Account but only $425 of cash outside the trust and a working capital deficit of $5.7 million, leaving it heavily reliant on sponsor support.

Shareholders approved another extension of the deadline to complete a business combination to March 11, 2027, with 7,984 Class A shares redeemed during the March 2026 vote, leaving 483,822 public Class A shares outstanding. Crown is pursuing a merger with Mkango Rare Earths under a Business Combination Agreement amended in February 2026, but completion remains subject to shareholder approval and regulatory effectiveness. Management discloses that these liquidity constraints and the need to close a deal before the deadline raise substantial doubt about the company’s ability to continue as a going concern.

Crown PropTech Acquisitions files its annual report as a blank check company that has not yet begun operating activities and is still seeking to complete an initial business combination. The SPAC raised $276 million in its 2021 IPO, but successive shareholder redemptions have substantially reduced public float and cash in its trust.

As of December 31, 2025, the aggregate trust value of ordinary shares held by non‑affiliates was about $5.79 million, based on a trust value per share of $11.77. As of March 30, 2026, 483,822 Class A ordinary shares and 6,900,000 Class B ordinary shares were outstanding. The company has repeatedly extended its combination deadline, now to March 11, 2027, and entered a Business Combination Agreement in 2025 with entities linked to the Mkango rare earths project.

Crown PropTech Acquisitions obtained shareholder approval to amend its charter and extend the deadline to complete its initial business combination from March 11, 2026 to March 11, 2027. This allows the SPAC another year to find and close a merger or, failing that, wind up and redeem shares.

At the Extraordinary General Meeting, 7,391,806 ordinary shares were entitled to vote and 88.1% were represented, with 6,513,442 votes in favor of the extension and none against. In connection with the meeting, holders of 7,984 Class A shares redeemed at about $11.84 per share, leaving roughly $5.7 million in the trust account and 483,822 Class A shares outstanding. The company also entered non-redemption agreements covering 461,146 Class A shares.

Crown PropTech Acquisitions entered into non-redemption agreements with certain investors and its co-sponsor CIIG Management III LLC ahead of an Extraordinary General Meeting on March 9, 2026. Shareholders are being asked to extend the deadline to complete an initial business combination from March 11, 2026 to March 11, 2027.

Under these agreements, investors who agree not to redeem specified public shares will receive an assignment of one Class B ordinary share for each 40 public shares not redeemed, accruing monthly starting April 11, 2026 until a business combination is completed. The company states it will keep trust account funds in short-maturity U.S. government securities, qualifying money market funds, or other permitted interest-bearing accounts, and confirms it will not use trust funds to pay any potential excise taxes on redemptions, including in a liquidation scenario.

Crown PropTech Acquisitions is asking shareholders to approve a one-year extension of its deadline to complete an initial business combination, moving it from March 11, 2026 to March 11, 2027. This keeps the SPAC alive while it works to close its planned merger with Mkango Rare Earths Limited (MKAR).

Holders of Class A ordinary shares can elect to redeem some or all of their shares for cash in connection with the extension. Based on approximately $5,805,758.34 held in the trust account as of January 31, 2026, the estimated redemption and liquidation price is about $11.80 per public share. Shareholders must submit a written redemption request and deliver their shares by March 5, 2026 to receive cash.

If the extension is rejected and no business combination closes by March 11, 2026, Crown will wind up, redeem all public shares for the cash in trust and then liquidate, while the warrants will expire worthless. On the February 13, 2026 record date, there were 7,391,806 ordinary shares outstanding, including 491,806 public Class A shares and 6,900,000 Class B sponsor shares.

Crown PropTech Acquisitions is asking shareholders to approve an amendment to its charter to extend the deadline to complete an initial business combination from March 11, 2026 to March 11, 2027 (the "Extension").

If approved, public shareholders may redeem Class A ordinary shares for cash based on the Trust Account balance. The Trust Account held approximately $5,788,250.49 as of December 31, 2025, implying an estimated per-share redemption amount of approximately $11.77. The company reported 7,391,806 Ordinary Shares issued and outstanding as of the record date, including 491,806 Class A Ordinary Shares and 6,900,000 Class B Ordinary Shares. Approval requires a two‑thirds vote of Ordinary Shares voting together; the board recommends voting FOR the Extension.

Crown PropTech Acquisitions updated its planned merger with Mkango Rare Earths by amending their business combination agreement. The amendment restructures ownership so Mkango Rare Earths Limited will directly hold the Songwe Hill rare earth project in Malawi and the planned separation plant in Pulawy, Poland. It also extends the outside date for closing from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the SEC has not declared the Form F-4/Proxy registration statement effective by August 14, 2026.

The company also extended the maturity of a non-interest-bearing promissory note of up to $1,000,000 owed to former CEO Richard Chera, moving the due date to December 31, 2026. In connection with this extension, CIIG Management III LLC agreed to transfer additional CPTK Class B ordinary shares to an unaffiliated third party based on the number of months until a business combination is completed. Separately, CIIG funded the remaining $250,000 under a $750,000 note purchase agreement with Mkango in exchange for a new convertible note, and Mkango confidentially submitted a draft Form F-4 registration statement.

Crown PropTech Acquisitions updated investors on progress toward its proposed business combination with Mkango Rare Earths Limited’s subsidiary MKAR. The parties signed Amendment No. 1 to their Business Combination Agreement, refining the pre-closing reorganization so MKAR will own the Songwe Hill rare earth project in Malawi and the planned separation plant in Pulawy, Poland. The amendment also extends the outside date for closing from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the Form F‑4 proxy/registration statement is not declared effective by August 14, 2026.

The company further amended its non‑interest‑bearing promissory note with former CEO Richard Chera, pushing the maturity tied to a potential liquidation or business combination out to December 31, 2026. In connection with this Third Amended and Restated Note, CIIG Management III LLC agreed to transfer additional CPTK Class B ordinary shares to an unaffiliated third party, calculated at 2,500 shares per month from February 2026 until a business combination closes. Separately, CIIG Management III LLC funded the remaining $250,000 under a previously disclosed $750,000 Note Purchase Agreement with MKAR, receiving a convertible promissory note from MKAR on February 13, 2026.

Crown and MKAR also announced that MKAR confidentially submitted a draft registration statement on Form F‑4 to the SEC on February 13, 2026. This filing will include a proxy statement for Crown’s shareholders and a prospectus for MKAR’s common shares and warrants, which are expected to list on Nasdaq under the symbols “MKAR” and “MKARW” upon closing, subject to SEC review, shareholder approvals and other customary conditions. The press release notes that Crown currently has approximately $5.79 million of cash in trust.