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].
Crown PropTech Acquisitions(CPTK) - 2025 Q2 - Quarterly Report