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].
Crown PropTech Acquisitions(CPTK) - 2024 Q3 - Quarterly Report