IPO and Fundraising - 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[140]. - The company raised 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[172]. - 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[173]. Business Combination 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[142]. - 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 ordinary shares redeemed for $23,724,846 (approximately $10.80 per share)[146][147]. - On August 9, 2024, shareholders approved another extension to May 11, 2025, with 1,487,025 Class A ordinary shares redeemed for $16,484,256 (approximately $11.09 per share)[150][151]. - On May 9, 2025, shareholders approved a further extension to March 11, 2026, with 21,807 Class A ordinary shares redeemed for approximately $0.25 million (approximately $11.47 per share)[154][155]. Delisting and Compliance Issues - The Company was delisted from the NYSE on February 12, 2024, due to non-compliance with the requirement to complete a business combination within the specified time frame[159][160]. - The company has until March 11, 2026, to consummate a business combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[185]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of $187,187, with operating costs of $281,409 partially offset by a change in fair value of warrant liabilities of $35,533 and trust dividend income of $58,689[170]. - For the nine months ended September 30, 2025, the company had a net loss of $2,103,992, driven by operating costs of $2,059,665 and non-redemption agreement expense of $223,138, partially offset by trust dividend income of $178,797[171]. - As of September 30, 2025, the company had cash outside the trust account of $425 and working capital deficits of $4,917,295, indicating significant liquidity challenges[176]. - As of September 30, 2025, the company reported $1,567,897 due to related parties on the balance sheets, reflecting advances and borrowings[182]. Proposed Business Combination - A proposed business combination agreement was entered into on July 2, 2025, involving the merger with Mkango (Cayman) Limited and Lancaster Exploration Limited, with the new entity expected to trade on Nasdaq[162][163]. - The Company engaged Jett Capital Advisors, LLC as a financial advisor for the proposed business combination on June 1, 2025[165]. - Lancaster agreed to issue a convertible promissory note of $500,000 in connection with the proposed business combination on June 2, 2025[166]. - The company has engaged Jett Capital as a financial advisor for a proposed business combination, with fees payable only upon consummation of the transaction[188]. 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[199]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[199]. - The company may also avoid disclosing certain executive compensation items, including the correlation between executive compensation and performance[199]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[200]. Non-Redemption Agreements - The company has entered into non-redemption agreements with certain investors, estimating the fair value of Class B ordinary shares attributable to non-redeeming investors at $223,138 for the nine months ended September 30, 2025[192].
Crown PropTech Acquisitions(CPTK) - 2025 Q3 - Quarterly Report