UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): November 5, 2026
CROWN
PROPTECH ACQUISITIONS
(Exact
name of registrant as specified in its charter)
| Cayman
Islands |
|
001-40017 |
|
N/A |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
40
West 57th Street, 29th
Floor
New York, NY 10019
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 796-4796
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001 |
|
CPTKW |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory
Note
As
previously announced, on July 2, 2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws
of the Cayman Islands (“SPAC”), entered into a business combination agreement (the “Original Business Combination
Agreement”) with 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 of the proposed Business Combination described herein,
“PubCo”), and a direct, wholly owned subsidiary of Mkango Magnetic Materials Limited (formerly Mkango Resources Ltd.),
a company organized under the laws of British Columbia, Canada (“Mkango”), Mkango Polska Sp. z o.o., a company organized
under the laws of Poland and a direct, wholly owned subsidiary of Mkango (“MKA Poland”), and 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
(“Merger Sub”).
On
September 2, 2026, SPAC, MKAR, MKA Poland, and Merger Sub entered into an Amended and Restated Business Combination Agreement (the “Business
Combination Agreement”), which amended and restated in its entirety the Original Business Combination Agreement, as amended
on February 13, 2026, and May 20, 2026. The transactions contemplated by the Business Combination Agreement are hereinafter referred
to as the “Business Combination.”
Item
8.01 Other Events.
On
November 5, 2026, Mkango announced that, on November 4, 2026, the U.S. Securities and Exchange Commission (the “SEC”)
declared effective the registration statement on Form F-4 (File No. 333-296089) (as amended, the “Registration Statement”)
filed by MKAR and SPAC with the SEC relating to the previously announced Business Combination. The Registration Statement was originally
filed on May 20, 2026.
The
Registration Statement contains a proxy statement of SPAC and a prospectus of MKAR in connection with the proposed Business Combination.
SPAC commenced mailing of the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) on November
5, 2026. The Registration Statement and the Proxy Statement/Prospectus provide important information about SPAC, MKAR and the Business
Combination. A copy of the press release is attached to this Current Report on Form 8-K (this “Current Report”) as
Exhibit 99.1 and is incorporated herein by reference.
Forward
Looking Statements
All
statements other than statements of historical facts contained in this Current Report, including statements regarding PubCo’s future
financial position, results of operations, business strategy, and plans and objectives of their management team for future operations,
are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements
by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”
“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”
“may,” “target,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this Current Report include, but are not limited to, statements regarding: the mailing
of the Proxy Statement/Prospectus; any PIPE financing; the holding of SPAC’s extraordinary general meeting and the approval of
the proposals relating to the proposed Business Combination; the expected listing of MKAR’s common shares and warrants on the Nasdaq
Stock Market; the expected timing and completion of the proposed Business Combination; and the statements in the “About Mkango
Magnetic Materials Limited” section of the press release attached hereto as Exhibit 99.1 regarding the development of Songwe Hill
and Pulawy, their status as Strategic Projects under the European Union Critical Raw Materials Act, the Development Funding from the
U.S. International Development Finance Corporation, the expansion of rare earth magnet recycling and magnet manufacturing operations
in the United Kingdom, Germany and the United States, and the Remloy plant at Bitterfeld, Germany, including the complementarity of the
Remloy, HyProMag and Mkango UK recycling processes. Forward-looking statements also include statements regarding the expected benefits
of the proposed Business Combination. The forward-looking statements are based on the current expectations of the respective management
teams of SPAC and MKAR, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects.
There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve
a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk
that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s
or PubCo’s securities, (ii) the risk that the proposed Business Combination may not be completed by SPAC’s business combination
deadline, or at all, and the potential failure to obtain an extension of the business combination deadline if sought by SPAC or MKAR,
(iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the Business
Combination Agreement by Mkango, the shareholders of SPAC and the TSX-V, the satisfaction of the minimum cash amount following redemptions
by SPAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the
price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could give rise to the termination
of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the proposed Business Combination on SPAC’s
or MKAR’s business relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may be instituted
against SPAC or PubCo related to the Business Combination Agreement or the proposed Business Combination, (viii) failure to realize the
anticipated benefits of the proposed Business Combination, (ix) the inability to effect and maintain the quotation of SPAC’s securities
on the OTC Markets or the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability
of PubCo to maintain the listing of its securities on the Nasdaq Stock Market, (x) the risk that the price of PubCo’s securities
may be volatile due to a variety of factors, including changes in the highly competitive industries in which PubCo plans to operate,
variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics,
national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure,
(xi) the inability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination,
identify and realize additional opportunities, and manage its growth and expanding operations, (xii) the risk that PubCo may not be able
to successfully develop its assets, (xiii) the risk that PubCo will be unable to raise additional capital to execute its business plan,
which may not be available on acceptable terms or at all, (xiv) the potential for geopolitical instability in Europe, the political and
social risks of operating in Malawi or Poland, and geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that
PubCo could face, and (xvi) the risk that additional financing in connection with the proposed Business Combination may not be raised
on favorable terms, in a sufficient amount to satisfy the minimum cash amount condition to the Business Combination Agreement, or at
all. The foregoing list is not exhaustive, and there may be additional risks that SPAC or MKAR presently do not know or that they currently
believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this Current Report and the
other risks and uncertainties described in SPAC’s filings with the SEC, the risks described in the Proxy Statement/Prospectus,
and those discussed and identified in filings made with the SEC by SPAC and PubCo, from time to time. SPAC and MKAR caution you against
placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available
as of the date a forward-looking statement is made. Forward-looking statements set forth in this Current Report speak only as of the
date of this Current Report. None of SPAC or MKAR undertakes any obligation to revise forward-looking statements to reflect future events,
changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made
that SPAC or MKAR will make additional updates with respect to that statement, related matters, or any other forward-looking statements.
Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking
statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed Business Combination,
in SPAC’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which
you are advised to review carefully.
Additional
Information and Where to Find It
In
connection with the proposed Business Combination, MKAR and SPAC filed the Registration Statement with the SEC, which was declared effective
by the SEC on November 4, 2026, and which includes the Proxy Statement/Prospectus. The Proxy Statement/Prospectus has been mailed to
SPAC shareholders of record as of October 30, 2026, the record date established for voting on the proposed Business Combination, in connection
with SPAC’s solicitation of proxies for the vote by SPAC’s shareholders in connection with the Business Combination and other
matters described in the Proxy Statement/Prospectus. This communication is not a substitute for the Proxy Statement/Prospectus or any
other document that SPAC has sent to its shareholders in connection with the Business Combination.
BEFORE
MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES
TO THE BUSINESS COMBINATION. Copies of the documents, when available, may be accessed without charge at the SEC’s website at www.sec.gov
and under Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ or by accessing the SEDAR+ filings through Mkango’s
website at www.mkango.ca. In addition, the documents filed by SPAC may be obtained free of charge by directing a request to SPAC c/o
Michael Minnick, Chief Executive Officer, 40 West 57th Street, 29th Floor, New York, NY, or by telephone at (212) 796-4796.
Participants
in the Solicitation
MKAR
and SPAC and their respective directors, executive officers and other members of their management and employees, under SEC rules, may
be deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the proposed Business Combination.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors
and officers in the Proxy Statement/Prospectus. To the extent the security holdings of SPAC’s directors and officers have changed
since the amounts described in the Proxy Statement/Prospectus, such changes have been reflected in subsequent SEC filings. Additional
information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of SPAC’s shareholders
in connection with the proposed Business Combination, and concerning the interests of MKAR’s and SPAC’s participants in the
solicitation, which may, in some cases, be different from those of their respective equity holders generally, is set forth in the Proxy
Statement/Prospectus and other relevant materials to be filed or furnished with the SEC in connection with the proposed Business Combination.
These materials can be obtained free of charge from the sources indicated above.
If
you have any questions or need assistance voting your shares in connection with the proposed Business Combination, please contact
Sodali & Co., SPAC’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing CPTK.info@investor.sodali.com.
No
Offer or Solicitation
This
communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This communication is
not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described
herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority
in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy
of this communication.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is furnished with this Form 8-K:
| Exhibit
No. |
|
Description
of Exhibits |
| 99.1 |
|
Press Release dated November 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CROWN
PROPTECH ACQUISITIONS |
| |
|
|
| Date:
November 6, 2026 |
By: |
/s/
Michael Minnick |
| |
|
Name: |
Michael
Minnick |
| |
|
Title: |
Chief
Executive Officer |
