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].
Crown PropTech Acquisitions(CPTK) - 2024 Q1 - Quarterly Report