Crown PropTech Acquisitions, the SPAC, reported that the SEC declared effective on November 4, 2026, the Form F-4 registration statement filed by the SPAC and Mkango Rare Earths Limited for their proposed business combination. The SPAC commenced mailing the definitive proxy statement/prospectus on November 5 to shareholders of record as of October 30, 2026.
The disclosed conditions include approval by Mkango, SPAC shareholders and the TSX-V, as well as meeting the minimum cash amount following redemptions by public shareholders.
Crown PropTech Acquisitions reported that the SEC declared effective on November 4, 2026, the Form F-4 registration statement filed by Crown PropTech and Mkango Rare Earths Limited (MKAR) for their proposed business combination. Crown PropTech began mailing the definitive proxy statement/prospectus on November 5 to shareholders of record as of October 30, 2026. Its extraordinary general meeting is scheduled for November 25, 2026, at 10:00 a.m. Eastern Time.
Crown PropTech public shareholders seeking to redeem shares for cash upon completion must submit a redemption request and deliver their shares by 5:00 p.m. Eastern Time on November 23, 2026, following the procedures in the proxy statement/prospectus. Completion is subject to shareholder approval and satisfaction or waiver of other closing conditions, including approval of MKAR’s Nasdaq listing application. MKAR common shares and warrants are expected to list on Nasdaq under MKAR and MKARW at closing if those conditions are met; Nasdaq had not approved the initial listing application as of the announcement. MKAR is expected to hold the Songwe Hill rare earths project in Malawi and the proposed Pulawy separation plant in Poland.
Crown PropTech Acquisitions announced that the SEC declared effective on November 4, 2026, the Form F-4 registration statement filed by Mkango Rare Earths Limited, a wholly owned subsidiary of Mkango Magnetic Materials Limited, for their proposed business combination. CPTK expects to begin mailing the updated definitive proxy statement/prospectus on or about November 5, 2026, to shareholders of record as of October 30, 2026.
CPTK’s extraordinary general meeting is scheduled for November 25, 2026, at 10:00 a.m. Eastern Time. Public shareholders seeking cash redemption must submit a request and deliver their shares by 5:00 p.m. Eastern Time on November 23, 2026, in accordance with the prospectus procedures. Completion is subject to CPTK shareholder approval and satisfaction or waiver of other closing conditions, including Nasdaq approval of MKAR’s initial listing application. Nasdaq has not approved that application. If completed, MKAR common shares and warrants are expected to list under the symbols MKAR and MKARW.
Crown PropTech Acquisitions has scheduled a November 25, 2026 shareholder meeting to vote on its proposed business combination with Mkango Rare Earths Limited. If approved and completed, Mkango (Cayman) Limited would merge into Crown, leaving Crown as the surviving entity and a wholly owned subsidiary of Mkango Rare Earths; Mkango would become publicly traded. Each outstanding Crown share would be exchanged for one Company Share, and each Crown warrant would become exercisable for one Company Share.
The agreement defines Equity Value as $400 million, less consolidated debt at closing, plus consolidated cash and cash equivalents, and less any Company Transaction Expenses Cap Excess; the estimated Exchange Ratio is approximately 0.084. The no-redemption scenario projects 50,646,694 Company Shares outstanding, while the maximum-redemptions scenario projects 50,562,872. Mkango Magnetic Materials is expected to control approximately 78.7% in the no-redemption scenario, before potential dilution. The business-combination proposal requires a simple majority and merger approval at least two-thirds, with each conditioned on the other. Redemption requests are due by 5:00 p.m. Eastern Time on November 23, 2026; group redemptions above 15% of Public Shares require Crown’s prior consent. CPTK’s deadline is March 11, 2027, absent an extension; its warrants expire worthless if no business combination is completed.
Crown PropTech Acquisitions (CPTKW) amended its business combination framework with Mkango-related entities on September 2, 2026, entering into an Amended and Restated Business Combination Agreement and updating related sponsor and registration rights arrangements. The revisions consolidate prior amendments and clarify sequencing of share adjustments and consideration share issuances.
The sponsor support amendment adds a condition under which that agreement terminates at closing if Available Gross SPAC Cash is at least $10,000,000, and refines which founder shares can be placed in escrow. The updated Registration Rights and Lock-Up Agreement shortens the NRA investors’ lock-up from roughly one year to 180 days, with an earlier release if the share price exceeds $12.00 for 20 out of 30 trading days starting 90 days after the business combination, and confirms PubCo consideration shares are freely tradable under that contract. CIIG Management may receive additional PubCo securities as liquidated damages if required registration statements are not filed on time.
Crown PropTech also entered into eight BCA Vote Non-Redemption Agreements with BlackRock-managed funds, under which investors agreed to not redeem 400,000 public shares at the business combination meeting. Based on an anticipated per‑share liquidation price of $12.01 from the trust account as of July 31, 2026, this is expected to keep at least $4.8 million in the trust, substantially contributing toward the $5,000,000 Minimum Cash Condition in the business combination agreement. In exchange, at least 510,000 founder shares assigned to these investors, plus at least 1,754,161 additional founder shares under most-favored-nation and prior non-redemption arrangements, will be eligible for the shortened MKAR NRA lock-up period.
Crown PropTech Acquisitions (CPTKW) entered into an amended and restated Business Combination Agreement with Mkango Rare Earths Limited and related entities, replacing the prior agreement and consolidating earlier amendments, including clarifying the sequence of the Share Adjustment, Mkango BVI Share Reclassification, and issuance of Consideration Shares and Advisor Compensation Shares.
The sponsor support arrangements were modified through Amendment No. 1 to the Sponsor Support Agreement to reflect Mkango Rare Earths Limited’s name change, remove certain affiliates, refine which founder shares held by CIIG Management III LLC may be placed in escrow, and add that the Sponsor Support Agreement will terminate at Closing if Available Gross SPAC Cash is at least $10,000,000 immediately prior to Closing.
The form of Registration Rights and Lock-Up Agreement was revised to shorten the NRA investors’ lock-up from the original CPTK NRA Lock-Up Period to a 180-day MKAR NRA Lock-Up Period, to specify that PubCo Consideration Shares are registrable and not subject to a contractual lock-up, and to provide CIIG Management with PubCo securities as liquidated damages if the registration statement is not filed within specified time periods.
Crown PropTech Acquisitions and CIIG Management also entered into eight BCA Vote Non-Redemption Agreements with funds and accounts managed by BlackRock subsidiaries, under which investors agreed not to redeem 400,000 public shares, supporting retention of at least $4.8 million in the trust account and contributing toward the $5,000,000 Minimum Cash Condition; related “most-favored nation” arrangements make at least 1,754,161 additional founder shares eligible for the shortened lock-up.
Crown PropTech Acquisitions is a SPAC that reported a net loss of $3.06 million for the six months ended June 30 2026, compared with $1.92 million a year earlier, driven by $2.01 million of operating costs and a $0.99 million non‑cash loss from the change in fair value of warrant liabilities. Trust dividend income contributed $0.10 million.
Total assets were $5.82 million, including $5.79 million in the Trust Account, while cash outside the trust was only $425 and the working capital deficit was $6.35 million. Management discloses that these liquidity constraints and the requirement to liquidate if no business combination is completed raise substantial doubt about the company’s ability to continue as a going concern. The company has 483,822 Class A redeemable shares outstanding and has extended its deadline to consummate a business combination to March 11 2027.
Crown is pursuing a merger with Mkango Rare Earths Limited under a Business Combination Agreement signed in July 2025. Amendments in February and May 2026 adjusted the pre‑closing structure, exchange ratio mechanics and outside date, which is now automatically extended to December 31 2026 for closing the Mkango transaction, subject to shareholder approvals and other conditions.
Crown PropTech Acquisitions announced it will not file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 by the original deadline. The company states it needs additional time to prepare and review its financial statements to ensure adequate disclosure. It expects to file the Form 10-Q on or before August 21, 2026, relying on the five calendar day extension available under Rule 12b-25 of the Securities Exchange Act of 1934.
Crown PropTech Acquisitions furnished an investor presentation in connection with a proposed business combination with Mkango Rare Earths Limited and disclosed contemplated private financings and related investor meetings. The filing notes a Form F-4 registration statement and that a definitive proxy statement/prospectus will be mailed after effectiveness.
The disclosure is furnished pursuant to Regulation FD and includes Exhibit 99.1 (Investor Presentation, June 2026).
Crown PropTech Acquisitions furnished an investor presentation and regulatory disclosures related to its proposed business combination with Mkango Rare Earths Limited. The companies plan meetings with investors and are contemplating private capital raises using equity, equity-linked, convertible or debt securities in exempt transactions.
The presentation outlines a vertically integrated rare earth platform and provides detailed mineral reserve and resource estimates for the Songwe rare earth project, including proved and probable reserves and measured, indicated and inferred resources prepared under S-K 1300 and NI 43-101 standards. A Form F-4 registration statement with a preliminary proxy statement/prospectus has been filed, and shareholders will receive definitive materials after SEC effectiveness.