UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 10, 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 or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
40
West 57th Street, 29th
Floor
New York, NY |
|
10019 |
| (Address of Principal Executive Offices) |
|
(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 to 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Business Combination
Agreement
As previously disclosed, on
July 2, 2025, (i) Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands
(“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” and, each, a “Company”) 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.
On February 13, 2026,
SPAC and MKAR entered into Amendment No. 1 to the Business Combination Agreement (“Amendment No. 1”). 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.
This Current Report on Form
8-K (the “Current Report”) provides a summary of Amendment No. 1. Such description does not purport to be complete and is
qualified in its entirety by the terms and conditions of Amendment No. 1, a copy of which is filed as Exhibit 2.1 to this Current Report
and is incorporated by reference into this Current Report. To the extent not specifically amended by Amendment No. 1, all provisions of
the Business Combination Agreement remain in full force and effect.
Amended and Restated Promissory Note
As previously disclosed, on November 30, 2021, SPAC entered into
a convertible note with Richard Chera, SPAC’s former Chief Executive Officer and Director, pursuant to which Mr. Chera agreed
to loan SPAC 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 SPAC consummates a business
combination. On May 31, 2023, and effective as of January 17, 2023, the Convertible Note was amended and restated (the “First
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 SPAC consummates a business combination or (iii) the effective date of a liquidation of SPAC. Additionally,
due to a waiver by Mr. Chera, the First A&R Note no longer provides for the right to convert up to $1,500,000 of the Convertible
Note into warrants at a price of $1.50 per warrant at the option of Mr. Chera. On March 28, 2025, and effective as of February 11,
2024, the First 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 SPAC consummates a business combination; or (iii) the effective date of a liquidation of the SPAC (the
“Second A&R 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.
A
copy of the Third A&R Note is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Item 7.01 Regulation
FD Disclosure.
On February 16, 2026, SPAC and MKAR issued a joint press release
announcing the confidential submission by MKAR of a draft registration statement on Form F-4 with the SEC. The press release is furnished
herewith as Exhibit 99.1 and incorporated by reference herein.
The
foregoing (including Exhibit 99.1) and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed
to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
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.
Additional Information
and Where to Find It
In connection with the Proposed Business Combination, MKAR and CPTK
have prepared the draft registration statement, including a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR with
respect to the securities to be offered in the Proposed Business Combination, which was confidentially submitted to the SEC and which
will be publicly filed with the SEC in due course, at which time a copy of such filing will also be filed under Mkango's profile on SEDAR+.
After the registration statement is declared effective, SPAC will mail a definitive proxy statement/prospectus to its shareholders as
of a record date to be established for voting on the Business Combination. SPAC urges investors and other interested persons to read,
when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important
information about the Merger and the Transactions. Such persons can also read SPAC’s filings with the SEC for a description of the
security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions
described herein. The proxy statement statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site
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 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 Merger. Investors and
security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors and officers
in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of
proxies to SPAC’s shareholders in connection with the Merger will be set forth in the proxy statement/prospectus for the Merger
when available. Information concerning the interests of MKAR’s and SPAC’s participants in the solicitation, which may, in
some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating
to the Merger when it becomes available.
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 include, without limitation, SPAC, MKAR or their respective management teams’
expectations concerning the ability of MKAR to utilize certain projection development financing from the U.S. Development Finance
Corporation (the “DFC”) to advance its activities, the provision of additional funding by the DFC, the outlook for their
or PubCo’s business, productivity, plans, goals for future operational improvements, capital investments, operational
performance, future market conditions, economic performance, developments in the capital and credit markets, expected future
financial performance, capital expenditure plans and timeline, mineral reserve and resource estimates, production and other
operating results, productivity improvements, expected net proceeds, expected additional funding, the percentage of redemptions of
SPAC’s public shareholders, growth prospects and outlook of PubCo’s operations, individually or in the aggregate,
including the achievement of project milestones, commencement and completion of commercial operations of certain of PubCo’s
projects, future listing of PubCo on Nasdaq, as well as any information concerning possible or assumed future results of operations
of PubCo. 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 Resources Ltd., 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 to be described in the Registration Statement, which will include 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.
No Offer or Solicitation
This Current Report shall
not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This Current
Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
| Number | |
Description |
| 2.1* | |
Amendment No. 1 to the Business Combination Agreement, dated as of February 13, 2026 |
| 10.1 | |
Third Amended and Restated Promissory Note, dated February 10, 2026, issued by Crown PropTech Acquisitions to Richard Chera |
| 99.1 | |
Joint Press Release, dated February 16, 2026 |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.
SPAC agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
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.
Dated: February 17, 2026
| |
Crown PropTech Acquisitions |
| |
|
| |
By: |
/s/ Michael Minnick |
| |
|
Name: |
Michael Minnick |
| |
|
Title: |
Chief Executive Officer |
5
