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].
Crown PropTech Acquisitions(CPTK) - 2024 Q2 - Quarterly Report