IPO and Fundraising - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[140]. - The company raised gross proceeds of $276,000,000 from its IPO of 27,600,000 Units at a price of $10.00 per Unit, including an additional 3,600,000 Units sold to cover over-allotments[172]. - The company incurred $16,505,915 in transaction costs related to the IPO, including $5,520,000 in underwriting fees and $9,660,000 in deferred underwriting fees[173]. Business Combination Extensions - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[142]. - On February 9, 2024, shareholders approved an extension for the Company to consummate a business combination until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[146][147]. - On August 9, 2024, shareholders approved another extension to May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[150][151]. - On May 9, 2025, shareholders approved a further extension to March 11, 2026, with 21,807 Class A ordinary shares redeemed for approximately $0.25 million (approximately $11.47 per share)[154][155]. Delisting and Compliance Issues - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within the specified time frame[159][160]. - The company has until March 11, 2026, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[185]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $187,187, with operating costs of $281,409 partially offset by a change in fair value of warrant liabilities of $35,533 and trust dividend income of $58,689[170]. - For the nine months ended September 30, 2025, the company had a net loss of $2,103,992, driven by operating costs of $2,059,665 and non-redemption agreement expense of $223,138, partially offset by trust dividend income of $178,797[171]. - As of September 30, 2025, the company had cash outside the trust account of $425 and working capital deficits of $4,917,295, indicating significant liquidity challenges[176]. - As of September 30, 2025, the company reported $1,567,897 due to related parties on the balance sheets, reflecting advances and borrowings[182]. Proposed Business Combination - A proposed business combination agreement was entered into on July 2, 2025, involving the merger with Mkango (Cayman) Limited and Lancaster Exploration Limited, with the new entity expected to trade on Nasdaq[162][163]. - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination on June 1, 2025[165]. - Lancaster agreed to issue a convertible promissory note of $500,000 in connection with the proposed business combination on June 2, 2025[166]. - The company has engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation of the transaction[188]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[199]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[199]. - The company may also avoid disclosing certain executive compensation items, including the correlation between executive compensation and performance[199]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[200]. Non-Redemption Agreements - The company has entered into non-redemption agreements with certain investors, estimating the fair value of Class B ordinary shares attributable to non-redeeming investors at $223,138 for the nine months ended September 30, 2025[192].

IPO and Trust Account - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[146]. - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[148]. - The company completed its IPO on February 11, 2021, raising gross proceeds of $276,000,000 from the sale of 27,600,000 Units at $10.00 per Unit[177]. Business Combination Extensions - On February 9, 2024, shareholders approved an extension for the Company to consummate a business combination until August 11, 2024, with 2,195,847 Class A shares redeemed for $23,724,846 (approximately $10.80 per share)[152][153]. - On August 9, 2024, shareholders approved another extension until May 11, 2025, with 1,487,025 Class A shares redeemed for $16,484,256 (approximately $11.09 per share)[156][157]. - A business combination agreement was entered into on July 2, 2025, involving the merger of the Company with Mkango (Cayman) Limited, with the new entity expected to trade under the name "Mkango Rare Earths Limited" on Nasdaq[167][168]. Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $1,204,678, with operating costs of $1,005,463 and non-redemption agreement expense of $223,138[174]. - For the six months ended June 30, 2025, the company had a net loss of $1,916,805, with total operating costs of $1,778,256 and trust dividend income of $120,108[175]. - As of June 30, 2025, the company had cash outside the trust account of $425 and working capital deficits of $4,755,842[181]. Financial Challenges and Concerns - The company has incurred significant costs in pursuit of financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[187]. - The company lacks the financial resources to sustain operations for a reasonable period, which could lead to curtailing operations or suspending the pursuit of a potential merger target[188]. - The company entered into a convertible note with a former CEO for up to $1,500,000, which was later amended to $1,000,000, due by February 11, 2026[183][184]. Related Party Transactions - The company reported $1,458,768 and $1,189,077 as due to related parties on its balance sheets as of June 30, 2025, and December 31, 2024, respectively[186]. Financial Advisory and Agreements - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination with Lancaster Exploration Limited and its subsidiaries[170]. - The company has engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation[192]. - Lancaster agreed to issue a convertible promissory note with a principal amount of $500,000 to an affiliate of the Company's Chairman in connection with the proposed business combination[171]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO or until it no longer qualifies[204]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[204]. - The company is exempt from certain executive compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[204]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[205]. Delisting and Redemption - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within three years[164][165]. - If a business combination is not completed by March 11, 2026, the Company will redeem public shares at a price equal to the amount in the Trust Account, which includes interest earned[166]. - The company estimated the fair value of Class B ordinary shares attributable to Non-Redeeming Investors to be $223,138 for the six months ended June 30, 2025[197].

IPO and Trust Account - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[141] - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[143] - The company incurred $16,505,915 in transaction costs related to its IPO, including $5,520,000 in underwriting fees[169] Business Combination Extensions - On February 9, 2024, shareholders approved an extension for the Company to consummate a business combination until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[147][148] - On August 9, 2024, shareholders approved another extension until May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[151][152] - The company has until March 11, 2026, to consummate a Business Combination, or it will face mandatory liquidation[180] Financial Performance - The Company has not generated any revenues to date and only incurs expenses related to being a public company and due diligence activities[166] - For the three months ended March 31, 2025, the company reported a net loss of $712,127, with operating costs of $772,793, partially offset by trust dividend income of $60,666[167] - For the three months ended March 31, 2024, the company had a net loss of $333,546, with operating costs of $382,550 and non-redemption agreement expense of $375,981, offset by trust dividend income of $424,985[171] Financial Position and Liabilities - As of March 31, 2025, the company had cash outside the trust account of $425 and working capital deficits of $3,750,379[172] - The company has a convertible note with a principal amount of up to $1,000,000, due on the earlier of February 11, 2026, or the consummation of a Business Combination[176] - As of March 31, 2025, the company reported $1,275,219 due to related parties, compared to $1,189,077 as of December 31, 2024[177] - The company lacks sufficient financial resources to sustain operations for a reasonable period, raising substantial doubt about its ability to continue as a going concern[178] Compliance and Reporting - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within the specified time frame[159][160] - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may affect its compliance with new accounting standards[192] Business Combination Agreements - A business combination agreement was entered into on July 2, 2025, with Mkango (Cayman) Limited and other subsidiaries, aiming to merge and become a publicly traded company under the name "Mkango Rare Earths Limited"[162][163] - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination with Lancaster Exploration Limited and its subsidiaries[165] Shareholder Actions - As of the latest reports, the Company has approximately 491,806 Class A ordinary shares issued and outstanding following redemptions[156] - The company has not entered into any non-redemption agreements for the three months ended March 31, 2025[187]

IPO and Financial Proceeds - The Company completed its Initial Public Offering (IPO) on February 11, 2021, raising gross proceeds of $276 million from the sale of 27,600,000 units at $10.00 per unit[16]. - A private placement of 5,013,333 warrants was executed simultaneously with the IPO, generating an additional $7.52 million in gross proceeds[17]. - The Company has incurred offering costs of approximately $15.71 million related to the IPO, including underwriting commissions and other costs[16]. - As of February 9, 2023, following shareholder redemptions, approximately $42.73 million remained in the trust account after $238.31 million was withdrawn for redemptions[22]. Business Combination and Structure - The Company extended the deadline for completing its initial business combination from May 11, 2025, to March 11, 2026, with shareholder approval[18]. - The Business Combination Agreement was signed on July 2, 2025, involving a merger with Mkango (Cayman) Limited, leading to the creation of a publicly traded company named "Mkango Rare Earths Limited"[36][37]. - The initial business combination must involve target businesses with a fair market value of at least 80% of the net assets held in the trust account[40]. - The company anticipates structuring its initial business combination to acquire 100% of the equity interests or assets of the target business, but may also acquire less than 100% if it meets certain objectives[41]. - The company will only complete a business combination if it owns or acquires 50% or more of the outstanding voting securities of the target, ensuring a controlling interest[41]. Shareholder Actions and Rights - In the February 2024 Extraordinary General Meeting, shareholders redeemed 2,195,847 Class A ordinary shares, resulting in $23.72 million being withdrawn from the trust account[25]. - Following the August 2024 Extraordinary General Meeting, shareholders redeemed 1,487,025 Class A ordinary shares, resulting in $16.48 million being withdrawn from the trust account[29]. - Public shareholders are entitled to receive funds from the trust account only if the initial business combination is not completed by March 11, 2026, or under specific shareholder vote conditions[102]. - The company intends to require Public Shareholders to submit a written request for redemption two business days prior to the scheduled vote[79]. - Redemption rights will not apply to warrants upon completion of the initial business combination[69]. Management and Operations - The company expects to conduct a due diligence review of prospective target businesses, which will include meetings with management, document reviews, and financial assessments[58]. - The company may seek to recruit additional managers for the target business post-initial business combination, but cannot assure the ability to do so[63]. - The decision to seek shareholder approval for a proposed business combination will be made at the company's discretion based on various factors[67]. - The company maintains its executive offices at 40 West 57th Street, New York, New York, which it considers adequate for current operations[107]. - The company currently has one executive officer who will devote time as necessary until the initial business combination is completed[108]. Regulatory and Compliance - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, including not being required to comply with auditor attestation requirements[47]. - The company will remain an emerging growth company until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A ordinary shares held by non-affiliates equals or exceeds $700 million[49]. - The company is required to evaluate its internal control procedures for the fiscal year ending December 31, 2024, as mandated by the Sarbanes-Oxley Act[112]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial business combination[113]. Risks and Challenges - The time and costs associated with selecting and evaluating a target business are uncertain, and costs incurred for unsuccessful evaluations will reduce available funds for future business combinations[59]. - The company may lack business diversification for an indefinite period after the initial business combination, which could impact its success depending on the performance of a single business[60]. - The company may face competition from other entities with similar business objectives, which may have greater financial and technical resources[106]. - If the initial business combination is not completed by March 11, 2026, the company will cease operations and redeem shares at a per-share price based on the trust account balance[91]. Redemption and Trust Account - The redemption price for Public Shares is initially anticipated to be $10.00 per share, including interest earned on the funds held in the trust account[103]. - If the company fails to complete the initial business combination by the deadline, it will redeem all Public Shares at a cash price equal to the aggregate amount in the trust account, initially expected to be $10.00 per share[105]. - The amount in the trust account at the completion of the initial public offering was $10.00 per Public Share, including interest earned[69]. - The company cannot redeem Public Shares if it would cause net tangible assets to fall below $5,000,001, to avoid being subject to SEC's "penny stock" rules[71]. - If the aggregate cash consideration for redemptions exceeds the available cash, the company will not complete the business combination or redeem any shares[81].

IPO and Business Combination - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[177]. - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[179]. - A business combination agreement was entered into on July 2, 2025, involving multiple entities, including Mkango (Cayman) Limited and Lancaster Exploration Limited[214][215]. - The proposed business combination will result in PubCo becoming a publicly traded company, expected to operate under the name "Mkango Rare Earths Limited" and trade on Nasdaq[215]. - The business combination agreement includes a requirement for the parties to raise at least $25.75 million in aggregate gross proceeds prior to or at the closing[221]. - The closing of the business combination is subject to various conditions, including shareholder approvals and regulatory approvals[223][224]. - The business combination agreement allows for termination under specific conditions, including failure to obtain necessary approvals or if the closing does not occur by March 11, 2026[225][226]. - The Company is required to complete a business combination by March 11, 2026, or it will cease operations and redeem public shares at a price based on the Trust Account balance[213]. Financial Performance - For the nine months ended September 30, 2023, the company reported a net loss of $203,644, driven by $1,894,425 in operating costs and a non-redemption agreement expense of $1,156,500, partially offset by income in the trust account of $2,782,078[260]. - For the three months ended September 30, 2023, the company had net income of $950,666, driven by a change in fair value of warrant liability of $781,734 and income in the trust account of $569,042[258]. - For the nine months ended September 30, 2024, cash used in operating activities was $263,483, resulting from a net loss of $259,248 impacted by non-redemption agreement expense of $451,322[263]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[257]. - The company recognized other income of $479,780 for offering costs related to warrant issuance for the year ended December 31, 2022[274]. Compliance and Governance - The Company received a notice from the NYSE on April 18, 2023, for failing to timely file its Annual Report on Form 10-K for the year ended December 31, 2022[204]. - The Company regained compliance with the NYSE by filing its Form 10-K on May 2, 2023, and subsequently filed its Form 10-Q for the quarter ended March 31, 2023, on June 2, 2023[207][208]. - On November 21, 2023, the Company received a notice from the NYSE for non-compliance due to the failure to timely file its Form 10-Q for the quarter ended September 30, 2023[209]. - The Company appointed Michael Minnick as CEO and principal financial officer following the resignation of co-CEO Gavin Cuneo on February 15, 2024[188]. - The Company has undergone changes in its Board of Directors, including the resignation of Frits van Paasschen and the appointment of Chris Rogers[185][186]. Liquidity and Financial Resources - As of September 30, 2024, the company had cash outside the trust account of $425 and a working capital deficit of $2,940,064[265]. - The company lacks sufficient financial resources to sustain operations for a reasonable period, which is considered to be one year from the issuance date of the financial statements[270]. - If unable to raise additional capital, the company may need to curtail operations and reduce overhead expenses, raising substantial doubt about its ability to continue as a going concern[271]. - The company has until March 11, 2026, to consummate a business combination, or it will face mandatory liquidation and dissolution[272]. - The company satisfied its liquidity needs through various sources, including $25,000 from the sale of Founder Shares and $673,418 from capital contributions from sponsors[266]. Transaction Costs and Agreements - The company incurred $16,505,915 in transaction costs related to the IPO, including $5,520,000 in underwriting fees and $9,660,000 in deferred underwriting fees[262]. - CIIG entered into non-redemption agreements with investors, assigning economic interests in Class B ordinary shares in exchange for not redeeming Class A ordinary shares[189][194]. - A convertible note with Richard Chera was established for up to $1,500,000, later amended to $1,000,000, with a due date of February 11, 2026, or upon consummation of a business combination[267][268][269]. - The company has not made any payments under the administrative services agreement and does not expect to incur related expenses in the near future[184]. - The company has no long-term debt obligations or capital lease obligations other than those described in the financial statements[282]. Reporting and Regulatory Matters - The company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[294]. - The Company will file a registration statement with the SEC within 15 business days after the closing to register the resale of all holders' registrable securities[234]. - The company engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation[276].

IPO and Business Combination - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[177]. - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[179]. - A business combination agreement was entered into on July 2, 2025, involving multiple entities, including Mkango (Cayman) Limited and Lancaster Exploration Limited[214][215]. - The business combination is expected to result in the Company becoming a publicly traded entity under the name "Mkango Rare Earths Limited" on Nasdaq[215]. - The agreement includes a requirement to raise at least $25.75 million in aggregate gross proceeds prior to or at the closing[222]. - The closing of the business combination is subject to various conditions, including shareholder approvals and regulatory approvals[224][225]. - The Company has entered into a Shareholder Support Agreement to ensure shareholder backing for the business combination[227]. Shareholder Actions and Extensions - On February 9, 2023, shareholders approved an extension to consummate an initial business combination until February 11, 2024, with 23,403,515 Class A ordinary shares redeemed for $238,305,063 (approximately $10.18 per share)[190][191]. - On February 9, 2024, shareholders approved another extension until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[192][193]. - On August 9, 2024, shareholders approved an extension until May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[196][197]. - The Company entered into non-redemption agreements with investors to encourage them to hold their shares during extraordinary general meetings, facilitating the business combination process[189][194]. Management and Compliance - The Company received a notice from the NYSE on April 18, 2023, for failing to timely file its Annual Report on Form 10-K for the year ended December 31, 2022[204]. - The Company regained compliance with the NYSE by filing its Form 10-K on May 2, 2023, and subsequently filed its Form 10-Q on June 2, 2023, for the quarter ended March 31, 2023[207][208]. - On November 21, 2023, the Company received a notice from the NYSE for non-compliance due to the failure to timely file its Form 10-Q for the quarter ended September 30, 2023[209]. - The Company is required to file the Form 10-Q by May 20, 2024, to regain compliance, with the possibility of a six-month extension depending on circumstances[210]. - Trading of the Company's securities was suspended on February 12, 2024, leading to the delisting of its securities from the NYSE[212]. - The Company appointed Gavin Cuneo and Michael Minnick as co-CEOs on January 17, 2023, following the resignation of Richard Chera[180][181]. - CIIG Management III LLC became a co-sponsor of the Company after acquiring shares and warrants from Crown PropTech Sponsor on January 17, 2023[183]. - The Company has not made any payments under the administrative services agreement since the changes in management and does not expect to incur related expenses in the near future[184]. Financial Performance and Position - For the three months ended June 30, 2024, the company reported a net income of $235,525, driven by income in the trust account of $281,231, partially offset by operating costs of $45,706[259]. - For the six months ended June 30, 2024, the company incurred a net loss of $98,021, impacted by non-redemption agreement expenses of $375,981 and operating costs of $428,256, partially offset by income in the trust account of $706,216[260]. - The company had a net loss of $1,154,310 for the six months ended June 30, 2023, driven by operating costs of $1,494,315 and non-redemption agreement expenses of $1,156,500, partially offset by income in the trust account of $2,213,036[261]. - As of June 30, 2024, the company had cash outside the trust account of $425 and working capital deficits of $2,705,361[266]. - The company incurred $16,505,915 in transaction costs related to the IPO, including $5,520,000 in underwriting fees and $9,660,000 in deferred underwriting fees[263]. - For the six months ended June 30, 2023, cash used in operating activities was $772,901, resulting from a net loss of $1,154,310[265]. - The company recognized $2,837,593 in accumulated deficit as of June 30, 2023, with no change in accumulated deficit after restatement[256]. - The company has not generated any operating revenues to date and only generates non-operating income from interest on cash and cash equivalents held in the trust account[258]. - The company satisfied its liquidity needs through $25,000 from the sale of Founder Shares, net proceeds from the IPO, and capital contributions totaling $673,418[267]. - A convertible note with Richard Chera was established for up to $1,500,000, later amended to $1,000,000, with a due date of February 11, 2026, or upon business combination[268][269][270]. - The company lacks sufficient financial resources to sustain operations for the next year, raising substantial doubt about its ability to continue as a going concern[271][273]. - If unable to raise additional capital, the company may need to curtail operations and reduce overhead expenses[272]. - The company recognized other income of $479,780 related to the waiver of a deferred underwriting discount for the year ended December 31, 2022[275]. - The fair value of Non-Redemption Agreements was estimated at $1,156,500, with 1,500,000 Class B ordinary shares assigned to Non-Redeeming Investors[284]. - The company has no long-term debt obligations or capital lease obligations other than those described in the financial statements[282]. - The company engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation[277]. - As of June 30, 2024, the company had no off-balance sheet arrangements[290]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[291].

IPO and Initial Financing - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit, with offering costs of approximately $15.8 million[185]. - The company generated gross proceeds of $276,000,000 from its IPO of 27,600,000 Units at a price of $10.00 per Unit, including an additional 3,600,000 Units sold to cover over-allotments[266]. - The company incurred $16,505,915 in transaction costs related to the IPO, including $5,520,000 in underwriting fees and $9,660,000 in deferred underwriting fees[267]. - CIIG Management III LLC became a co-sponsor of the Company after acquiring 5,662,000 Class B ordinary shares and 250,667 private placement warrants from Crown PropTech Sponsor[191]. Business Combination and Extensions - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds until a business combination is completed[187]. - On February 9, 2023, shareholders approved an extension to consummate an initial business combination from February 11, 2023, to February 11, 2024, with 23,403,515 Class A shares redeemed for $238,305,063 (approximately $10.18 per share)[199][200]. - On February 9, 2024, shareholders approved another extension to August 11, 2024, with 2,195,847 Class A shares redeemed for $23,724,846 (approximately $10.80 per share)[201][202]. - On August 9, 2024, shareholders approved an extension to May 11, 2025, with 1,487,025 Class A shares redeemed for $16,484,256 (approximately $11.09 per share)[205][206]. - A business combination agreement was entered into on July 2, 2025, involving multiple entities, including Mkango and Lancaster[223]. - The business combination is expected to result in PubCo becoming a publicly traded company on Nasdaq under the name "Mkango Rare Earths Limited"[224]. - The business combination agreement includes a requirement for SPAC and the Companies to raise at least $25.75 million in aggregate gross proceeds prior to closing[230]. - The closing of the business combination is subject to various conditions, including shareholder approvals and regulatory approvals[233]. - The Company has entered into a Shareholder Support Agreement to facilitate the business combination and ensure shareholder support[235]. Financial Performance and Compliance - For the three months ended March 31, 2024, the company reported a net loss of $333,546, with operating costs of $382,550 and non-redemption agreement expenses of $375,981, partially offset by trust account income of $424,985[264]. - For the three months ended March 31, 2023, the company had a net loss of $2,014,519, with operating costs of $1,176,769 and non-redemption agreement expenses of $1,156,500, offset by trust account income of $1,701,319[265]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company and due diligence[263]. - The Company received a notice from the NYSE on April 18, 2023, for failing to timely file its Annual Report on Form 10-K for the year ended December 31, 2022[214]. - The Company regained compliance with NYSE by filing its Form 10-K on May 2, 2023, after receiving a notice of non-compliance[216]. - The Company filed its Form 10-Q for the quarter ended March 31, 2023, on June 2, 2023, regaining compliance with NYSE[217]. - The Company received a notice of non-compliance from NYSE on November 21, 2023, for failing to timely file its Form 10-Q for the quarter ended September 30, 2023[218]. - The NYSE has granted the Company six months from November 20, 2023, to file the Form 10-Q to regain compliance[219]. - The company is at risk of delisting if it does not complete a business combination by March 11, 2026, and will redeem public shares if it fails to do so[222]. Management and Operational Changes - The Company appointed Michael Minnick as CEO and principal financial officer following the resignation of co-CEO Gavin Cuneo on February 15, 2024[195][196]. - The Company has not incurred any expenses related to the administrative services agreement since January 17, 2023, following a letter agreement with Crown PropTech Sponsor[192]. - The company engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation[281]. - The company has not made any payments related to an administrative support agreement, recognizing $339,107 in the statement of changes in shareholders' deficit[282]. Financial Position and Concerns - As of March 31, 2024, the company had cash outside the trust account of $425 and a working capital deficit of $2,659,655[271]. - The company raised $25,000 from the sale of Founder Shares and received capital contributions of $673,418 from sponsors to meet liquidity needs as of March 31, 2024[272]. - A convertible note with a principal amount of $1,500,000 was amended to $1,000,000, due on February 11, 2026, or upon consummation of a business combination[273][274]. - The company lacks sufficient financial resources to sustain operations for the next year, raising concerns about its ability to continue as a going concern[275][277]. - If unable to raise additional capital, the company may need to curtail operations and suspend merger pursuits[276]. - The company recognized other income of $479,780 related to the waiver of a deferred underwriting discount for the year ended December 31, 2022[279]. - The fair value of Non-Redemption Agreements was estimated at $1,156,500, with each Class B ordinary share valued at $0.77[288]. - The company has no long-term debt obligations or capital lease obligations other than those described in the financial statements[285]. - The company settled payables of $759,643 for the period ended December 31, 2023, and $0 for the period ended March 31, 2024[253].

Corporate Governance - Crown has established an audit committee to oversee the integrity of financial statements and compliance with legal requirements [506]. - The compensation committee is responsible for evaluating the CEO's performance and approving compensation based on established goals [511]. - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees [515]. - Directors owe fiduciary duties under Cayman Islands law, including acting in good faith and avoiding conflicts of interest [516]. Compensation and Conflicts of Interest - Crown's officers and directors are not required to commit full time to the company's affairs, which may lead to conflicts of interest [523]. - The compensation committee may retain independent advisers and is responsible for overseeing executive compensation policies [513]. - The compensation committee will only review and recommend compensation arrangements related to the initial business combination prior to its consummation [512]. - Crown PropTech Sponsor's officers and directors may have conflicts of interest in evaluating potential business combinations due to their ownership of shares and warrants [525]. Financial Transactions and Investments - Crown PropTech Sponsor transferred 690,000 Founder Shares to an Anchor Investor prior to the initial public offering [523]. - Mr. Chera and Mr. Siegel invested $2,271,000 and $230,000 in Crown PropTech Sponsor, holding interests in up to 348,000 Class B ordinary shares and 3,760,000 Private Placement Warrants [525]. - A Convertible Note with a principal amount of $1,500,000 was amended to $1,000,000, due on February 11, 2026, or upon consummation of a business combination [525]. - CIIG acquired 5,662,000 Class B ordinary shares and 250,667 Private Placement Warrants from Crown PropTech Sponsor [525]. - Mr. Minnick invested $20,514 and $1,203.21 to acquire 5,622,000 Class B ordinary shares and 250,667 Private Placement Warrants [525]. - All securities held by sponsors and directors would be worthless if a business combination is not consummated by March 11, 2026 [525]. Regulatory Compliance - There were no delinquent filers for Section 16(a) reporting during the year ended December 31, 2022 [514]. - Crown is classified as a smaller reporting company and is not required to provide certain market risk disclosures [478].

IPO and Trust Account - The Company completed its IPO on February 11, 2021, raising gross proceeds of $276.0 million from the sale of 27,600,000 units at $10.00 per unit[167] - Following the IPO, approximately $276.0 million was placed in a Trust Account, invested in U.S. government securities or money market funds[169] Shareholder Approvals and Extensions - On February 9, 2023, shareholders approved an extension to consummate an initial business combination until February 11, 2024, with 23,403,515 Class A ordinary shares redeemed for $238,305,063[180][181] - On February 9, 2024, shareholders approved another extension until August 11, 2024, with 2,195,847 Class A ordinary shares redeemed for $23,724,846[182][183] - On August 9, 2024, shareholders approved a further extension until May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256[186][187] Compliance and Regulatory Matters - The Company received a notice from the NYSE on April 18, 2023, for failing to timely file its Form 10-K, but regained compliance by filing on May 2, 2023[191][192] - The Company also received a notice from the NYSE on May 23, 2023, for failing to file its Form 10-Q for the quarter ended March 31, 2023, regaining compliance by filing on June 2, 2023[193][194] - Trading of the Company's securities was suspended on February 12, 2024, and the NYSE commenced delisting proceedings due to non-compliance with listing standards[198][197] Financial Performance - The Company had a net income of $950,666 for the three months ended September 30, 2023, compared to $1,826,909 for the same period in 2022[209] - For the nine months ended September 30, 2023, the Company reported a net income of $1,555,003, down from $5,396,151 in the same period of 2022[210][211] - The Company generated income of $2,782,078 from its trust account for the nine months ended September 30, 2023[210] - As of September 30, 2023, the Company had cash outside the trust account of $1,115 and working capital deficits of $2,058,700[217] - The Company incurred $1,649,613 in operating costs for the nine months ended September 30, 2023, primarily consisting of legal fees[210] Debt and Financial Obligations - The company entered into a convertible promissory note with Richard Chera for an aggregate principal amount of $1,500,000, which was amended to $1,000,000 as of May 31, 2023[227] - As of September 30, 2023, the company reported no long-term debt obligations or off-balance sheet arrangements[228][232] - The company does not have any long-term liabilities other than the convertible promissory note described[228] Management and Operations - The Company appointed Michael Minnick as CEO and principal financial officer following the resignation of co-CEO Gavin Cuneo on February 15, 2024[177][178] - The Company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a business combination[208] Accounting and Reporting - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[233] - The company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[234] - The company has identified critical accounting estimates that could affect reported amounts of assets and liabilities[229] - There are no significant variations in the assumptions used for the fair value of the Working Capital Loan Option that could materially impact financial statements[230] - The company is not required to provide certain market risk disclosures as it is classified as a smaller reporting company[235] Other Financial Activities - The Company settled $7,250,812 in payables due to vendors and related parties between December 2022 and April 2023[207] - The Company withdrew $238,305,063 from the trust account for financing activities, primarily for redemptions of common stock, during the nine months ended September 30, 2023[215] - The fair value of the Working Capital Loan Option was determined using an internal model, and as of September 30, 2023, this option no longer existed[230] - The Company entered into non-redemption agreements with investors to encourage them to hold their shares during extraordinary general meetings[179][184] Future Considerations - If a business combination is not completed by May 11, 2025, the Company will cease operations and redeem public shares at a price based on the trust account balance[199]

Financial Performance - The company reported a net income of $860,209 for the three months ended June 30, 2023, with operating costs of $335,774[152]. - For the six months ended June 30, 2023, the company had a net income of $604,337, with operating costs totaling $1,249,503[153]. - The company reported a net income of $3,569,242 for the six months ended June 30, 2022, with operating costs of $3,525,566[155]. - For the six months ended June 30, 2023, cash used in operating activities was $509,861, primarily due to a net income of $604,337 impacted by an unrealized loss of $1,137,067 on warrant liabilities[158]. IPO and Capital Structure - The company generated gross proceeds of $276 million from its IPO, with an additional $7.5 million from the private placement of warrants[130][131]. - As of the IPO, approximately $276 million was placed in a Trust Account, invested in U.S. government securities[132]. - The company incurred $16,505,915 in transaction costs related to the IPO, including $5,520,000 in underwriting fees[157]. - The deferred underwriting discount of $0.35 per Unit amounts to $9,660,000, payable only upon completion of an initial business combination[164]. Business Operations and Future Plans - The company has not generated any operating revenues to date and does not expect to until after completing its initial business combination[151]. - The company’s shareholders approved an extension for completing a business combination until February 11, 2024[133]. - The convertible note with Richard Chera was amended to an aggregate principal amount of up to $1,000,000, due on the earlier of February 11, 2024, or upon consummation of a business combination[162]. - The company incurred legal fees related to the proposed Brivo Business Combination, fully settled as of June 30, 2023[168]. Financial Position and Liquidity - As of June 30, 2023, the company had cash outside the trust account of $31,048 and working capital deficits of $1,658,590[160]. - Liquidity needs were satisfied through various sources, including $25,000 from the sale of Founder Shares and capital contributions from sponsors totaling $673,418[161]. - As of June 30, 2023, 4,196,485 Class A ordinary shares were subject to possible redemption, presented at redemption value as temporary equity[171]. - The company has no long-term debt obligations or off-balance sheet arrangements as of June 30, 2023[169][175]. Regulatory and Compliance - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[176]. - The company has not made any payments under the administrative support agreement and does not expect to incur related expenses in the near future[167].