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following shareholder redemptions, approximately $42.73 million remained in the trust account after $238.31 million was withdrawn for redemptions[22].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General Meeting, shareholders redeemed 2,195,847 Class A ordinary shares, resulting in $23.72 million being withdrawn from the trust account[25].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General Meeting, shareholders redeemed 1,487,025 Class A ordinary shares, resulting in $16.48 million being withdrawn from the trust account[29].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].
Crown PropTech Acquisitions(CPTK) - 2024 Q4 - Annual Report