false
--12-31
0001827899
00-0000000
0001827899
2026-03-09
2026-03-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
March 9, 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, 29thFloor
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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this
Current Report on Form 8-K with respect to the Amended Charter (as defined below) is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote
of Security Holders.
On March 9, 2026, Crown PropTech Acquisitions,
a Cayman Islands exempted company (the “Company”), held an Extraordinary General Meeting of shareholders (the “Extraordinary
General Meeting”). As of the close of business, Eastern Time, on February 13, 2026, the record date for the Extraordinary General
Meeting, there were 7,391,806 ordinary shares of the Company, consisting of 491,806 Class A ordinary shares, par value $0.0001 per share
(the “Class A Ordinary Shares”), and 6,900,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding
and entitled to vote at the Extraordinary General Meeting, 88.1% of which were represented in person or by proxy, constituting a quorum
to conduct business.
The shareholders approved, by special resolution,
the proposal to amend and restate the Company’s Fifth Amended and Restated Memorandum and Articles of Association (the “Amended
Charter”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease all operations
except for the purpose of winding up if it fails to complete such initial business combination, and (3) redeem all of the Class A Ordinary
Shares included as part of the units sold in the Company’s initial public offering that was consummated on February 11, 2021, from
March 11, 2026 to March 11, 2027 (the “Extension Proposal”).
As there were sufficient votes to approve
the Extension Proposal, the “Adjournment Proposal” described in the definitive proxy statement of the Company, filed with
the Securities and Exchange Commission on February 27, 2026, was not presented to shareholders.
The following is a tabulation of the votes
with respect to the Extension Proposal, which was approved by the Company’s shareholders:
Approval of Extension Proposal
| Votes For |
|
|
Votes Against |
|
|
Abstentions |
|
| |
6,513,442 |
|
|
|
0 |
|
|
|
0 |
|
In connection with the Extraordinary General
Meeting, shareholders holding an aggregate of 7,984 shares of the Company’s Class A Ordinary Shares exercised their right to redeem
their shares for approximately $11.84 per share of the funds held in the Company’s trust account, leaving approximately $5.7 million
in cash in the trust account and 483,822 shares of the Company’s Class A Ordinary Shares outstanding after satisfaction of such
redemptions.
In connection with the Extraordinary General
Meeting, the Company and CIIG Management III LLC entered into non-redemption agreements with unaffiliated third-party shareholders of
the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 461,146
Class A Ordinary Shares.
Under Cayman Islands law, the Amended Charter
took effect upon approval of the Extension Proposal. Accordingly, the Company now has until March 11, 2027, to consummate its initial
business combination. The foregoing description is qualified in its entirety by reference to the Sixth Amended and Restated Memorandum
and Articles of Association, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| |
|
| 3.1 |
|
Sixth Amended and Restated Memorandum and Articles of Association of Crown PropTech Acquisitions |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL documents). |
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: March 10, 2026
| CROWN
PROPTECH ACQUISITIONS |
| |
|
|
| By: |
/s/ Michael Minnick |
|
| Name: |
Michael Minnick |
|
| Title: |
Chief Executive Officer |
|