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): September 2, 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.
Amended
and Restated Business Combination Agreement
On
September 2, 2026, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands
(“SPAC”), 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 (“Mkango” or the “Selling Shareholder”),
Mkango Polska Sp. z o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA
Poland” and, together with MKAR, the “Companies” and, each, a “Company”), 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”), entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”),
which amends and restates in its entirety the previously disclosed Business Combination Agreement dated as of July 2, 2025 (the “Original
Business Combination Agreement”), by and among SPAC, the Companies and Merger Sub, as amended on February 13, 2026, and May 20,
2026. Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.
The
Business Combination Agreement amends and restates the Original Business Combination Agreement to, among other things, consolidate changes
in prior amendments to the Original Business Combination Agreement and clarify that the Mkango BVI Share Reclassification is to occur
after the effectuation of the Share Adjustment and the issuance of the Consideration Shares and the Advisor Compensation Shares.
Amendment
No. 1 to the Sponsor Support Agreement
In connection with the Business
Combination Agreement, on September 2, 2026, SPAC, CIIG Management III LLC, SPAC’s co-sponsor (“CIIG Management”) and
MKAR entered into Amendment No. 1 to the Sponsor Support Agreement (the “Amendment’) to make conforming changes to the Sponsor
Support Agreement to reflect MKAR’s name change and remove certain Mkango affiliates, and (ii) update the definition and amount
of Founder Shares held by CIIG Management that may be subject to escrow to clarify that only such founder shares held by CIIG Management
that are not subject to non-redemption agreements may be placed into escrow at Closing if certain conditions are not met. Additionally,
the Amendment amends and restates the termination provision to include an additional clause that the Sponsor Support Agreement will be
terminated at Closing if the amount of Available Gross SPAC Cash as of immediately prior to Closing is equal to or greater than $10,000,000.
Form of Registration Rights and Lock-Up
Agreement
As
previously disclosed, at Closing, PubCo, Mkango, the Sponsors, and certain shareholders of SPAC and MKAR will enter into a Registration
Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which PubCo will grant certain
registration rights to the parties listed as SPAC Holders, NRA Investors and Company Holders therein, and their permitted transferees,
with respect to PubCo securities.
In
connection with the amendment and restatement of the Business Combination Agreement and the entry into the BCA Vote Non-Redemption
Agreements described below, the Form of Registration Rights and Lock-Up Agreement was revised to modify the transfer restrictions
applicable to the NRA Investors shortening the original one-year transfer restriction (or such earlier time if the trading price
exceed $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial
business combination)(the “CPTK NRA Lock-Up Period”) and replacing it with a 180-day transfer restriction (or such
earlier time if the trading price exceed $12.00 per share for any 20 trading days within any 30-trading day period commencing at
least 90 days after the initial business combination (the “MKAR NRA Lock-Up Period”). In addition, provisions were added
to clarify that the PubCo Consideration Shares are Registrable Securities and not to subject to any contractual Lock-Up Period
therein. In addition, if PubCo does not file the Registration Statement within the time periods specified therein, CIIG Management
will be entitled to receive certain PubCo securities as liquidated damages.
This Current Report on Form
8-K (this “Current Report”) provides a summary of the Business Combination Agreement, the Amendment and the Registration Rights
and Lock-Up Agreement. Such description does not purport to be complete and is qualified in its entirety by the terms and conditions of
the Business Combination Agreement and Amendment, a copy of which is filed as Exhibit 2.1 and 10.1 and 10.3 respectively to this Current
Report and is incorporated by reference into this Current Report.
Item 7.01 Regulation
FD Disclosure.
BCA Vote Non-Redemption
Agreements
On
September 2, 2026, Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and CIIG Management entered
into eight non-redemption agreements (the “BCA Vote Non-Redemption Agreements”) with certain funds and accounts managed by
subsidiaries of BlackRock, Inc. (the “Investors”) pursuant to which the Investors have agreed to hold and not redeem 400,000
public shares at the extraordinary general meeting to be held to consider and approve proposals for the Business Combination (the “Business
Combination Meeting Proposals”) in exchange for which the Company and MKAR will modify the transfer restrictions applicable to
the applicable Assigned Securities to be held by Investors, estimated to be at least 510,000 founder shares as of September 2, 2026,
upon the closing of the Business Combination replacing the CPTK NRA Lock-Up Period with the MKAR NRA Lock-Up Period.
The
per-share liquidation price for the Public Shares is anticipated to be approximately $12.01 based on the amount held in the Trust Account
as of July 31, 2026, amounting to retaining at least $4.8 million in the Trust Account. The BCA Vote Non-Redemption Agreements are not
expected to increase the likelihood that the Business Combination Meeting Proposals are approved by shareholders but are expected to increase
the amount of funds that remain in the Company’s trust account following the Extraordinary General Meeting and substantially contribute toward
the $5,000,000 Minimum Cash Condition in the Business Combination Agreement.
The
foregoing description of the BCA Vote Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference
to the form of BCA Vote Non-Redemption Agreement filed hereto as Exhibit 10.2 and incorporated herein by reference.
Most-Favored Nation
and Charter Extension Non-Redemption Agreements
In
connection with CIIG Management’s obligation to provide other investors who have previously executed non-redemption agreements
subject to the CPTK NRA Lock-Up Period with the right to elect the MKAR NRA Lock-Up Period, at least 1,754,161 of additional founder
shares will be eligible for the shortened transfer restrictions.
Additional Information
and Where to Find It
In
connection with the proposed Business Combination, MKAR and SPAC have filed a registration statement on Form F-4 (as amended, the “Registration
Statement”) with the Securities and Exchange Commission (“SEC”), including a preliminary proxy statement of SPAC and
a preliminary prospectus of MKAR with respect to the securities to be offered in the proposed Business Combination, a copy of which has
also been 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 proposed 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 proposed Business Combination. 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/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 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 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 proposed Business Combination will be set forth in the proxy statement/prospectus
for the proposed Business Combination 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 proposed Business Combination 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, potential financing activities by SPAC and MKAR, including any contemplated private placement
transaction, potential non-deal roadshows, and possible PubCo financing discussions, 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, 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 Registration Statement and any amendments thereto, 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 proposed Business Combination. 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, or exemptions
therefrom.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Number |
|
Description |
| 2.1* |
|
Amended and Restated Business Combination Agreement, dated as of September 2, 2026 |
| 10.1 |
|
Amendment
No. 1 to Sponsor Support Agreement, dated as of September 2, 2026 |
| 10.2 |
|
Form of Non-Redemption Agreement |
| 10.3 |
|
Form of MKAR Registration Rights and Lock-Up Agreement (included as Exhibit A to Exhibit 2.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain
schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SPAC agrees to furnish supplementally a copy of
any omitted schedule or exhibit 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:
September 3, 2026
| |
Crown PropTech Acquisitions |
| |
|
| |
By: |
/s/ Michael Minnick |
| |
|
Name: |
Michael Minnick |
| |
|
Title: |
Chief Executive Officer |
