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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 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 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 7.01. Regulation FD Disclosure.
On March 5, 2026, Crown PropTech Acquisitions, a Cayman Islands exempted
company (the “Company”), and CIIG Management III LLC (“CIIG Management”), the Company’s co-sponsor, entered
into certain non-redemption agreements and assignments of economic interests (the “Non-Redemption Agreements”) with certain
investors (the “Investors”) and expect to enter into additional Non-Redemption Agreements prior to the March 9, 2026 Extraordinary
General Meeting of shareholders called by the Company (the “Extraordinary General Meeting”) to approve an extension of time
for the Company to consummate an initial business combination from March 11, 2026 to March 11, 2027 (the “Extension Proposal”).
The Non-Redemption Agreements provide for the assignment of one Class
B ordinary share, par value $0.0001 per share for each 40 public shares not redeemed, accruing monthly beginning April 11, 2026 until
the completion of the initial business combination, held by CIIG Management to the Investors in exchange for such Investors agreeing to
hold and not redeem certain public shares at the Extraordinary General Meeting.
Until the earlier of (a) the consummation of the Company’s initial
business combination; (b) the liquidation of the trust account; and (c) 36 months from consummation of the Company’s initial public
offering (or such later date as may be approved by the Company’s shareholders in accordance with the Company’s charter), the
Company will maintain the investment of funds held in the trust account in (i) interest-bearing United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “ICA”), having a maturity of 185 days
or less, (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the ICA, which invest only in direct U.S. government treasury obligations or (iii) in other interest bearing accounts (including demand
deposits) as permitted by the ICA that would not be considered United States government securities within the meaning of the ICA. The
Company further confirms that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due
upon a redemption of the public shares, including in connection with a liquidation of the Company if it does not effect a business combination
prior to its termination date.
The Non-Redemption Agreements are not expected to increase the likelihood
that the Extension Proposal is approved by shareholders but is expected to increase the amount of funds that remain in the Company’s
trust account following the Extraordinary General Meeting.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND
WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
The foregoing description of the form of Non-Redemption Agreement does
not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit
10.1 and incorporated herein by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in respect of the Extraordinary
General Meeting, the Extension Proposal and related matters. Information regarding the Company’s directors and executive officers
is available in the Company’s Proxy Statement for the Extraordinary General Meeting filed with the SEC on February 27, 2026. Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained
in the Proxy Statement.
Additional Information
The Company has filed with the SEC the Proxy Statement in connection
with the Extraordinary General Meeting to consider and vote upon the Extension Proposal and other matters and, beginning on or about February
27, 2026, mailed the Proxy Statement and other relevant documents to its shareholders as of the February 13, 2026 record date for the
Extraordinary General Meeting. The Company’s shareholders and other interested persons are advised to read the Proxy Statement and
any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies
for the Extraordinary General Meeting because these documents contain important information about the Company, the Extension Proposal
and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request to: Crown PropTech
Acquisitions, 40 West 57th Street, 29th Floor, New York, NY 10019, (212) 796-4796.
Forward-Looking Statements
This Current Report on Form 8-K (this “Form 8-K”) includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K
are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or
persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s
Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no
obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibits |
| |
|
| 10.1 |
|
Form of Non-Redemption Agreement and Assignment of Economic Interest. |
| |
|
| 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 5, 2026
| CROWN PROPTECH ACQUISITIONS |
|
| |
|
|
| By: |
/s/ Michael Minnick |
|
| Name: |
Michael Minnick |
|
| Title: |
Chief Executive Officer |
|
