8-K
Crown PropTech Acquisitions (CPTKW)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):February 10, 2026
CROWN PROPTECH ACQUISITIONS
(Exact Name of Registrant as Specified in itsCharter)
| Cayman Islands | 001-40017 | N/A |
|---|---|---|
| (State or other jurisdiction ofincorporation or organization) | (Commission File Number) | (I.R.S. EmployerIdentification Number) |
| 40 West 57^th^ Street**, 29^th^ Floor**<br><br> <br>New York, NY | 10019 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (212) 796-4796
Not Applicable
(Former name or former address, if changed sincelast report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☒ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001 | CPTKW | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Business CombinationAgreement
As previously disclosed, on July 2, 2025, (i) Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of MKAR (as defined below) (“Merger Sub”), (iii) Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (“MKAR”, and from and after the Closing, “PubCo”), and a direct, wholly owned subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (the “Selling Shareholder”), (iv) Mkango Polska s.p. Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA Poland”), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and a direct, wholly owned subsidiary of Selling Shareholder (“Mkango ServiceCo”), and (vi) MKA Exploration Ltd., a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (“MKA BVI”, and together with MKAR, MKA Poland and Mkango ServiceCo, the “Companies” and, each, a “Company”) entered into a business combination agreement (the “Business Combination Agreement”). Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.
On February 13, 2026, SPAC and MKAR entered into Amendment No. 1 to the Business Combination Agreement (“Amendment No. 1”). Amendment No. 1, among other things, amends the pre-closing internal corporate reorganization to establish the ownership structure so that MKAR will own the assets and operations associated with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland and extends the Outside Date from March 11, 2026 to September 30, 2026, with an automatic extension to December 31, 2026 if the U.S. Securities and Exchange Commission (the “SEC”) has not declared the Proxy/Registration Statement effective by August 14, 2026.
This Current Report on Form 8-K (the “Current Report”) provides a summary of Amendment No. 1. Such description does not purport to be complete and is qualified in its entirety by the terms and conditions of Amendment No. 1, a copy of which is filed as Exhibit 2.1 to this Current Report and is incorporated by reference into this Current Report. To the extent not specifically amended by Amendment No. 1, all provisions of the Business Combination Agreement remain in full force and effect.
Amended and Restated Promissory Note
As previously disclosed, on November 30, 2021, SPAC entered into a convertible note with Richard Chera, SPAC’s former Chief Executive Officer and Director, pursuant to which Mr. Chera agreed to loan SPAC up to an aggregate principal amount of $1,500,000 (the “Convertible Note”). The Convertible Note was non-interest bearing and due on the earlier of: (i) 12 months from the date thereof or (ii) the date on which SPAC consummates a business combination. On May 31, 2023, and effective as of January 17, 2023, the Convertible Note was amended and restated (the “First A&R Note”) in the aggregate principal amount of up to $1,000,000 to be due on the earlier of: (i) February 11, 2024; (ii) the date on which SPAC consummates a business combination or (iii) the effective date of a liquidation of SPAC. Additionally, due to a waiver by Mr. Chera, the First A&R Note no longer provides for the right to convert up to $1,500,000 of the Convertible Note into warrants at a price of $1.50 per warrant at the option of Mr. Chera. On March 28, 2025, and effective as of February 11, 2024, the First A&R Note in the aggregate principal amount of up to $1,000,000 was amended to be due on the earlier of: (i) February 11, 2026; (ii) the date on which SPAC consummates a business combination; or (iii) the effective date of a liquidation of the SPAC (the “Second A&R Note”). On February 10, 2026, the Second A&R Note was amended to replace “February 11, 2026” with December 31, 2026 (the “Third A&R Note”). In connection with the execution of the Third A&R Note, CIIG Management III LLC has agreed to transfer additional CPTK Class B Ordinary Shares to an unaffiliated third party in an amount equal to the product of the number of months from February 2026 until the date on which SPAC consummates a business combination and 2,500 and subject to the same transfer restrictions that are imposed on CIIG Management III LLC.
A copy of the Third A&R Note is attached as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
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Item 7.01 RegulationFD Disclosure.
On February 16, 2026, SPAC and MKAR issued a joint press release announcing the confidential submission by MKAR of a draft registration statement on Form F-4 with the SEC. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.
The foregoing (including Exhibit 99.1) and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
In connection with the previously disclosed $750,000 Note Purchase Agreement (the “NPA”) entered into with MKAR on June 3, 2025, CIIG Management III LLC, in its capacity as the F-4 Note Investor, funded the remaining $250,000 in connection with the confidential submission of the Form F-4 in exchange for MKAR’s issuance of a convertible promissory note on February 13, 2026.
Additional Informationand Where to Find It
In connection with the Proposed Business Combination, MKAR and CPTK have prepared the draft registration statement, including a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR with respect to the securities to be offered in the Proposed Business Combination, which was confidentially submitted to the SEC and which will be publicly filed with the SEC in due course, at which time a copy of such filing will also be filed under Mkango's profile on SEDAR+. After the registration statement is declared effective, SPAC will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the Business Combination. SPAC urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the Merger and the Transactions. Such persons can also read SPAC’s filings with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site at www.sec.gov and under Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ or by accessing the SEDAR+ filings through Mkango’s website at www.mkango.ca. In addition, the documents filed by SPAC may be obtained free of charge by directing a request to Michael Minnick, Chief Executive Officer, 40 West 57th Street, 29th Floor New York, NY, or by telephone at (212) 796-4796.
Participants in theSolicitation
MKAR and SPAC and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the Merger. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors and officers in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SPAC’s shareholders in connection with the Merger will be set forth in the proxy statement/prospectus for the Merger when available. Information concerning the interests of MKAR’s and SPAC’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the Merger when it becomes available.
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Forward-Looking Statements
All statements other than statements of historical facts contained in this Current Report, including statements regarding Pubco’s future financial position, results of operations, business strategy, and plans and objectives of their management team for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, SPAC, MKAR or their respective management teams’ expectations concerning the ability of MKAR to utilize certain projection development financing from the U.S. Development Finance Corporation (the “DFC”) to advance its activities, the provision of additional funding by the DFC, the outlook for their or PubCo’s business, productivity, plans, goals for future operational improvements, capital investments, operational performance, future market conditions, economic performance, developments in the capital and credit markets, expected future financial performance, capital expenditure plans and timeline, mineral reserve and resource estimates, production and other operating results, productivity improvements, expected net proceeds, expected additional funding, the percentage of redemptions of SPAC’s public shareholders, growth prospects and outlook of PubCo’s operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of PubCo’s projects, future listing of PubCo on Nasdaq, as well as any information concerning possible or assumed future results of operations of PubCo. Forward-looking statements also include statements regarding the expected benefits of the proposed business combination. The forward-looking statements are based on the current expectations of the respective management teams of SPAC and MKAR, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s or PubCo’s securities, (ii) the risk that the proposed business combination may not be completed by SPAC’s business combination deadline, or at all, and the potential failure to obtain an extension of the business combination deadline if sought by SPAC or MKAR, (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the business combination agreement by Mkango Resources Ltd., the shareholders of SPAC and the TSX-V, the satisfaction of the minimum cash amount following redemptions by SPAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the proposed business combination on SPAC’s or MKAR’s business relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may be instituted against SPAC or PubCo related to the business combination agreement or the proposed business combination, (viii) failure to realize the anticipated benefits of the proposed business combination, (ix) the inability to effect and maintain the quotation of SPAC’s securities on the OTC Markets or the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability of PubCo to maintain the listing of its securities on the Nasdaq Stock Market, (x) the risk that the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which PubCo plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure, (xi) the inability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, identify and realize additional opportunities, and manage its growth and expanding operations, (xii) the risk that PubCo may not be able to successfully develop its assets, (xiii) the risk that PubCo will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xiv) the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland, and geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that PubCo could face, and (xvi) the risk that additional financing in connection with the proposed business combination may not be raised on favorable terms, in a sufficient amount to satisfy the minimum cash amount condition to the business combination agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that SPAC or MKAR presently do not know or that they currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this Current Report and the other risks and uncertainties described in SPAC’s filings with the SEC, the risks to be described in the Registration Statement, which will include the proxy statement/prospectus, and those discussed and identified in filings made with the SEC by SPAC and PubCo, from time to time. SPAC and MKAR caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this Current Report speak only as of the date of this Current Report. None of SPAC or MKAR undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that SPAC or MKAR will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed business combination, in SPAC’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Number | Description |
| --- | --- |
| 2.1* | Amendment No. 1 to the Business Combination Agreement, dated as of February 13, 2026 |
| 10.1 | Third Amended and Restated Promissory Note, dated February 10, 2026, issued by Crown PropTech Acquisitions to Richard Chera |
| 99.1 | Joint Press Release, dated February 16, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K.<br>SPAC agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request. |
| --- | --- |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 17, 2026
| Crown PropTech Acquisitions | ||
|---|---|---|
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Chief Executive Officer |
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Exhibit 2.1
EXECUTION VERSION
amendMENT No. 1
to THE
BUSINESS COMBINATION AGREEMENT
______________
This AMENDMENT NO. 1 (this “Amendment”), dated as of February 13, 2026, amends the Business Combination Agreement, dated as of July 2, 2025 (as amended and including all exhibits and schedules thereto, the “Business Combination Agreement”), by and among (i) Crown PropTech Acquisitions (“SPAC”), (ii) Mkango (Cayman) Limited (“Merger Sub”), (iii) Mkango Rare Earths Limited, formerly Lancaster Exploration Limited (“Mkango BVI”), (iv) Mkango Polska s.p. Z.o.o. (“MKA Poland”), (v) Mkango ServiceCo UK Limited (“Mkango ServiceCo UK Limited”), and (vi) MKA Exploration Limited (“MKA Exploration Limited”). Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the Business Combination Agreement.
WHEREAS, Section 11.12 of the Business Combination Agreement provides for the amendment of the Business Combination Agreement to only be effective by execution of a written instrument signed by SPAC and Mkango BVI; and
WHEREAS, SPAC and Mkango BVI desire to amend the Business Combination Agreement as set forth below.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, SPAC and Mkango BVI hereby agree as follows:
ARTICLE I
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
Name Change. The Business Combination Agreement is hereby amended to reflect a name change, effective as of November 26, 2025, of Lancaster Exploration Limited to Mkango Rare Earths Limited, and the defined term “Lancaster BVI” is hereby replaced in all instances with “Mkango BVI.”
Companies. The Business Combination Agreement is hereby amended so that all references to (i) Mkango ServiceCo UK Limited and the defined term “Mkango ServiceCo”, and (ii) MKA Exploration Limited and the defined term “MKA BVI”, are in all instances removed. For the avoidance of doubt, neither Mkango ServiceCo UK Limited nor MKA Exploration Limited shall be considered a party to or a “Company” under the Business Combination Agreement and a “Company” or the “Companies” under the Business Combination Agreement shall refer to Mkango BVI and MKA Poland.
Reorganization.
| a. | Recitals. |
|---|---|
| i. | The fifth recital of the Business Combination Agreement is hereby<br>amended and restated in its entirety to read as follows: |
| --- | --- |
WHEREAS*,prior to the Effective Time, and as part of an integrated transfer with the Merger, Mkango Resources Ltd., a company organized under thelaws of British Columbia, Canada (“Selling Shareholder”) and the Companies intend to effect a reorganization, in accordancewith the description set forth in Section 2.1 of the Company Disclosure Letter (the “Pre-Closing Reorganization”),including, among other things, by (i) transferring all equity in MKA Poland to Mkango BVI, such that upon completion of the Pre-ClosingReorganization, MKA Poland shall be a wholly owned subsidiary of Mkango BVI, (ii) adopting amended and restated memorandum and articlesof association in form and substance reasonably acceptable to the SPAC and approved by shareholders of Mkango BVI in accordance with therequirements of its existing memorandum and articles of association (such amended and restated memorandum and articles of association,the “Mkango BVI A&R Charter”) and causing the Mkango BVI A&R Charter to be registered by the Registrar of CorporateAffairs in the British Virgin Islands, and (iii) converting all of the issued shares of Mkango BVI as at the date immediately prior tothe adoption of the Mkango BVI A&R Charter into a single class of ordinary shares of no par value of Mkango BVI pursuant to the MkangoBVI A&R Charter (the “Mkango BVI Share Conversion”);*
| ii. | The Business Combination Agreement is hereby amended to replace all instances of “Lancaster BVI<br>A&R Charter” and “Lancaster BVI Share Conversion” with “Mkango BVI A&R Charter” and “Mkango<br>BVI Share Conversion,” respectively. |
|---|---|
| iii. | The sixth recital of the Business Combination Agreement is hereby deleted in its entirety. |
| --- | --- |
| iv. | The Business Combination Agreement is hereby amended to replace all instances of the defined term “Reorganization”<br>with “Pre-Closing Reorganization.” |
| --- | --- |
| b. | Closing Reorganization. |
| --- | --- |
| i. | Section 2.1 of the Business Combination is hereby amended and<br>restated as follows: |
| --- | --- |
2.1 Pre-ClosingReorganization. Prior to the Effective Time, the Companies shall effect the Pre-Closing Reorganization in accordance with the descriptionset forth in Section 2.1 of the Company Disclosure Letter; provided, however, that if the Merger does not occur, Mkango BVI promptlyshall transfer the equity in MKA Polska back to the Selling Shareholder.
| ii. | Section 2.2(b) of the Business Combination Agreement is hereby amended to remove the phrase “…,immediately following the Closing Reorganization,…”. |
|---|---|
| c. | Tax Matters. |
| --- | --- |
| i. | Section 8.4(a) of the Business Combination Agreement is hereby<br>amended and restated as follows: |
| --- | --- |
(a) Each of SPAC, PubCo,Merger Sub, Surviving Company, and the Companies (i) shall use their reasonable best efforts to cause the Transactions toqualify for the Intended Tax Treatment, (ii) PubCo, Merger Sub, Surviving Company, and the Companies will not, and will notpermit or cause any of their respective Subsidiaries or Affiliates to, take or cause to be taken, or fail to take or cause to failto take, any action reasonably likely to cause the Transactions to fail to qualify for the Intended Tax Treatment, and (iii) willprepare and file all Tax Returns consistent with (A) the Intended Tax Treatment, (B) the treatment of the receipt of the PubCoOrdinary Shares by the Sponsor with respect to the Sponsor Support Agreement as consideration for the transfer of SPAC shares in theMerger, and (C) the fair market value of the PubCo Shares received in exchange for Company Closing Indebtedness being equal to theoutstanding amount of the Company Closing Indebtedness, in each case, for U.S. federal income Tax purposes, and will not take anyinconsistent position on any Tax Return, unless otherwise required by a change in Law after the date hereof, a closing agreementwith an applicable Governmental Authority, or a final judgment of a court of competent jurisdiction.
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| ii. | Section 8.4(g) of the Business Combination Agreement is hereby<br>amended and restated as follows: |
|---|
(g) Each of the Companies andthe Selling Shareholder represent and warrant severally, but not jointly, that the primary purpose of the transfers to Mkango BVI,in connection with the Pre-Closing Reorganization, of MKA Poland is the non-tax purpose of consolidating and integrating theownership (and related value) of all aspects of the mining and exploration business under a single holding company (i.e., MkangoBVI) to encourage investment in Mkango BVI.
| d. | Conditions to Obligations of SPAC at Closing. Section<br>9.2(b) of the Business Combination Agreement is hereby amended and restated as follows: |
|---|
(b) ThePre-Closing Reorganization shall have been completed;
| e. | Disclosure Letter. Section 2.1 of Company Disclosure<br>Letter is hereby amended and restated in its entirety as set forth on Exhibit A hereto. |
|---|
- Defined Terms. Article 1 of the Business Combination Agreement is hereby amended to add the following defined terms:
“Extended Outside Date”shall have the meaning in Section 10.1(i).
“Lancaster Malawi”means Lancaster Exploration Limited, a company organized under the laws of Malawi and a direct, wholly owned subsidiary of Mkango BVI.
“SPAC 2026 Extension”means the extension of time for the SPAC to consummate its initial business combination from March 11, 2026 to March 11, 2027.
Regulation S-K 1300. Section 6.4 of the Business Combination Agreement (including the heading “Regulation S-K 1300 Bankable Feasibility Study; Technical Report Summary”) is hereby amended and restated as follows: “Intentionally Omitted.”
Financials. Section 6.5(a) of the Business Combination Agreement is hereby amended and restated as follows:
(a) The Companies shall use theircommercially reasonable efforts to deliver to SPAC prior to the execution of the Amendment, the following in connection with the initialfiling of the Proxy/Registration Statement with the SEC: financial statements, including consolidated statements of financial positionas at December 31, 2024 and December 31, 2023 and consolidated statements of profit or loss and comprehensive income, changes in equityand cash flows, of the Companies and each of their respective Subsidiaries for the years ended December 31, 2024 and December 31, 2023,in each case, prepared in accordance with IFRS and Regulation S-X for purposes of inclusion in the Proxy/Registration Statement, and auditedin accordance with the auditing standards of the PCAOB (the “Company 2024 and 2023 Audited Financial Statements”);provided that upon delivery of such Company 2024 and 2023 Audited Financial Statements, the representations and warranties set forth inSection 3.9 shall be deemed to apply to such Company 2024 and 2023 Audited Financial Statements with the same force and effectas if made as of the date of this Agreement.
- Covenants of SPAC.
| a. | SPAC Conduct of Business Section 7.2(a) of the Business<br>Combination Agreement is hereby amended and restated as follows: |
|---|---|
| (a) | (i) seek any approval from SPAC Shareholders to change, modifyor amend the Trust Agreement or the SPAC Charter, except as contemplated by the SPAC 2026 Extension and SPAC Shareholder TransactionProposals or (ii) change, modify or amend the Trust Agreement or its Organizational Documents, except as expressly contemplated by theSPAC 2026 Extension and SPAC Shareholder Transaction Proposals; |
| --- | --- |
| b. | Disclosure Letter. Section 7.2 of SPAC Disclosure<br>Letter is hereby amended and restated in its entirety as set forth on Exhibit B hereto. |
| --- | --- |
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- Technical Report and Financials. Section 10.1(g) of the Business Combination Agreement is hereby amended and restated as follows:
(g) [intentionally omitted];
- Outside Date. Section 10.1(i) of the Business Combination Agreement is hereby and restated as follows:
(i) by written notice from eitherSPAC or Mkango BVI to the other, if the Transactions shall not have been consummated on or prior to September 30, 2026 (the “OutsideDate”); provided, however, that if the SEC has not declared the Proxy/Registration Statement effective on or prior to August 14,2026, the Outside Date shall be automatically extended to December 31, 2026 (the “Extended Outside Date”); provided further,that the right to terminate this Agreement pursuant to this Section 10.1(i) will not be available to any party whose breach of any provisionof this Agreement primarily caused or resulted in the failure of the Transactions to be consummated by such time; or
ARTICLE II
MISCELLANEOUS
Representations and Warranties. Each of the parties hereby represents and warrants to the other parties that (a) such party has all necessary power and authority to execute and deliver this Amendment, (b) the execution and delivery of this Amendment have been duly authorized and approved, (c) no other entity or governing body action on the part of such party is necessary to authorize the execution and delivery by such party of this Amendment; and (d) this Amendment has been duly executed and delivered by such party and, assuming due authorization, execution and delivery of this Amendment by the other parties hereto, constitutes a legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms and conditions, subject to applicable bankruptcy, insolvency, moratorium, or other similar Laws relating to creditors’ rights and general principles of equity.
Additional Representations and Warranties of the Companies. Each of the Companies and the Selling Shareholder represents and warrants that in connection with the Pre-Closing Reorganization, the Companies and any of their affiliates will hold all currently held, applied for, pending and future licenses relating to the mineral rights and mining operations described on Schedules 3.13 and 3.24 of the Company Disclosure Schedules.
No Further Amendment. Except as expressly amended hereby, the Business Combination Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Business Combination Agreement or any of the documents referred to therein.
Effect of Amendment. This Amendment shall form a part of the Business Combination Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and after the execution of this Amendment by the Signatories, any reference to the Business Combination Agreement shall be deemed a reference to the Business Combination Agreement as amended hereby.
Governing Law. This Amendment, and any claim or cause of action hereunder based upon, arising out of or related to this Amendment (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Amendment, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of laws that would otherwise require the application of the law of any other state.
Severability. This Amendment shall be severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Amendment by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Signature Pages Follow]
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IN WITNESS WHEREOF, SPAC and Mkango BVI have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| SPAC: | ||
|---|---|---|
| CROWN PROPTECH ACQUISITIONS | ||
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Chief Executive Officer | |
| Mkango BVI: | ||
| --- | --- | --- |
| Mkango Rare Earths Limited | ||
| By: | /s/ Alexander Mark Lemon | |
| Name: | Alexander Mark Lemon | |
| Title: | Authorized Signatory |
Exhibit 10.1
THIS THIRD AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER (AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED.
THIRD AMENDED AND RESTATED PROMISSORYNOTE
| Principal Amount: $1,000,000 | Dated as of February 10, 2026 |
|---|
Crown PropTech Acquisitions, a Cayman Islands exempted company and blank check company (“Maker”), promises to pay to the order of Richard Chera, or his registered assigns or successors in interest (“Payee”), or order, the principal sum of ONE MILLION U.S. dollars ($1,000,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
This Note amends and restates in its entirety that certain Amended and Restated Promissory Note, dated March 28, 2025 which amended and restated the Promissory Note dated May 31, 2023, issued by Maker in favor of Payee, in the original aggregate principal amount of ONE MILLION U.S. dollars ($1,000,000) (the “Prior Note”). As replacement for the Prior Note and as evidence of Maker’s existing obligations under the Prior Note, this Note evidences a continuing pre-existing debt and is not intended, and shall not be deemed or construed, to constitute a novation of the Prior Note or the debt evidenced by the Prior Note. Neither the delivery of this Note to Payee nor Payee’s cancellation and surrender of the Prior Note shall constitute a payment or discharge of such debt to the extent evidenced by the Prior Note. From and after the execution and delivery of this Note, the remaining indebtedness previously evidenced by the Prior Note shall be evidenced by and payable in accordance with the terms of this Note, and the Prior Note is amended, restated and replaced in its entirety.
| 1. | Principal. The principal balance of this Note shall be<br>payable on the earlier of: (i) December 31, 2026; (ii) the date on which Maker consummates a business combination; or (iii) the date<br>that the winding up of Maker is effective (such earlier date, the “Due Date”); provided, however, that Maker<br>may prepay the principal balance at any time prior to the Due Date. |
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| 2. | Interest. No interest shall accrue on the unpaid principal<br>balance of this Note. |
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| 3. | Application of Payments. All payments shall be applied<br>first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable<br>attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of<br>this Note. |
|---|---|
| 4. | Events of Default. The following shall constitute an<br>event of default (“Event of Default”): |
| --- | --- |
| (a) | Failure to Make Required Payments. Failure by Maker to<br>pay the principal amount due pursuant to this Note within five (5) business days of the date specified above. |
| --- | --- |
| (b) | Voluntary Bankruptcy, Etc. The commencement by Maker<br>of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent<br>by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar<br>official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or<br>the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of<br>any of the foregoing. |
| --- | --- |
| (c) | Involuntary Bankruptcy, Etc.<br>The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under<br>any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator<br>(or similar official) of Maker or for any substantial part of its property, or ordering the winding-up<br>or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive<br>days. |
| --- | --- |
| 5. | Remedies. |
|---|---|
| (a) | Upon the occurrence of an Event of Default specified in Section<br>4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal<br>amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand,<br>protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing<br>the same to the contrary notwithstanding. |
| --- | --- |
| (b) | Upon the occurrence of an Event of Default specified in Sections<br>4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and<br>immediately become due and payable, in all cases without any action on the part of Payee. |
| --- | --- |
| 6. | Waivers. Maker and all endorsers and guarantors of, and<br>sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the<br>Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that<br>might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising<br>from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption<br>from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment<br>obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired<br>by Payee. |
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| 7. | Unconditional Liability. Maker hereby waives all notices<br>in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability<br>shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence,<br>extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time,<br>renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees<br>that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s<br>liability hereunder. |
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| 8. | Notices. All notices, statements or other documents which<br>are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified<br>mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the<br>number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii)<br>by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may<br>be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day<br>of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic<br>transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. |
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| 9. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED<br>IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
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| 10. | Severability. Any provision contained in this Note which<br>is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or<br>unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction<br>shall not invalidate or render unenforceable such provision in any other jurisdiction. |
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| 11. | Trust Waiver. Notwithstanding anything herein to the<br>contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution<br>of or from the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by Maker (including<br>the deferred underwriting discounts and commissions) and the proceeds of the sale of the warrants issued in a private placement that<br>occurred in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed<br>with the Securities and Exchange Commission<br>in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction<br>for any Claim against the trust account for any reason whatsoever. |
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| 12. | Amendment; Waiver. Any amendment hereto or waiver of<br>any provision hereof may be made with, and only with, the written consent of Maker and Payee. |
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| 13. | Assignment. No assignment or transfer of this Note or<br>any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent<br>of the other party hereto and any attempted assignment without the required consent shall be void. |
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[Signature page follows]
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| CROWN PROPTECH ACQUISITIONSa Cayman Islands exempted company | ||
|---|---|---|
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Chief Executive Officer | |
| RICHARD CHERA | ||
| --- | --- | --- |
| By: | /s/ Richard Chera | |
| Name: | Richard Chera |
[Signature Page to Third Amended and RestatedPromissory Note]
Exhibit 99.1
| MKANGO RARE EARTHS LIMITED |
|---|
| 2 Sheriff Road<br><br>London, NW6 2AP, United Kingdom |
Mkango Rare Earths Limited and Crown PropTechAcquisitions Announce Confidential Submission of Draft Registration Statement on Form F-4
LONDON/NEW YORK, Feb. 16, 2026 (GLOBENEWSWIRE) -- Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a British Virgin Islands company (“MKAR”), and wholly-owned subsidiary of Mkango Resources Ltd. (“Mkango”), is pleased to announce that, in connection with the previously disclosed proposed business combination (the “Proposed Business Combination”) contemplated by the business combination agreement (the “Business Combination Agreement”) among MKAR, certain other wholly-owned subsidiaries of Mkango, and Crown PropTech Acquisitions, a Cayman Islands exempted company (OTC: CPTKW) (“CPTK”), MKAR confidentially submitted a draft registration statement on Form F-4 on February 13, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) which contains a proxy statement for the meeting of CPTK shareholders and prospectus for common shares and warrants of MKAR. The Proposed Business Combination was initially announced on July 3, 2025.
Subject to the completion of the SEC review process and satisfaction of customary closing conditions, including approval by Mkango as shareholder of MKAR and approval by the shareholders of CPTK, MKAR’s common shares and warrants are expected to be listed on the Nasdaq Stock Market under the symbols “MKAR” and “MKARW”, respectively, upon the closing of the transaction.
About Mkango Rare Earths Limited (MKAR)
MKAR owns the advanced stage Songwe Hill rare earths development project in Malawi as well as uranium, tantalum and niobium licenses and, following a reorganization, a proposed rare earths separation project in Pulawy, Poland. The Pulawy project, which is to be located in a Special Economic Zone in Poland, stands adjacent to the European Union’s second-largest manufacturer of nitrogen fertilizers and features established infrastructure, access to reagents and utilities on site. Both the Songwe Hill and Pulawy projects have been selected as strategic projects under the European Union’s Critical Raw Materials Act.
About Crown PropTech Acquisitions (CPTK)
CPTK is a Cayman Islands exempted company incorporated in 2021 as a special purpose acquisition company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, with approximately $5.79 million cash in trust.
Cautionary Statement Regarding Forward-Looking Statements
All statements other than statements of historical facts contained in this news release, including statements regarding MKAR’s and Mkango’s future financial position, results of operations, business strategy, and plans and objectives of their management team for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, CPTK, Mkango, MKAR or their respective management teams’ expectations concerning the ability of MKAR to utilize certain projection development financing from the U.S. Development Finance Corporation (the “DFC”) to advance its activities, the provision of additional funding by the DFC, the outlook for their or MKAR’s business, productivity, plans, goals for future operational improvements, capital investments, operational performance, future market conditions, economic performance, developments in the capital and credit markets, expected future financial performance, capital expenditure plans and timeline, mineral reserve and resource estimates, production and other operating results, productivity improvements, expected net proceeds, expected additional funding, the percentage of redemptions of CPTK’s public shareholders, growth prospects and outlook of MKAR’s operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of MKAR’s projects, future listing of MKAR on Nasdaq, as well as any information concerning possible or assumed future results of operations of Mkango and MKAR. Forward-looking statements also include statements regarding the expected benefits of the Proposed Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of CPTK, Mkango and MKAR, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of CPTK’s, MKAR’s or Mkango’s securities, (ii) the risk that the Proposed Business Combination may not be completed by CPTK’s business combination deadline, or at all, and the potential failure to obtain an extension of the business combination deadline if sought by CPTK, MKAR or Mkango (iii) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the approval of the Business Combination Agreement by Mkango, the shareholders of CPTK, and the TSX Venture Exchange (the “TSX-V”), the satisfaction of the minimum cash amount following redemptions by CPTK’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Proposed Business Combination on CPTK’s, Mkango’s or MKAR’s business relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may be instituted against CPTK or MKAR related to the business combination agreement or the Proposed Business Combination, (viii) failure to realize the anticipated benefits of the Proposed Business Combination, (ix) the inability to effect and maintain the quotation of SPAC's securities on the OTC Markets or the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability of MKAR to maintain the listing of its securities on the Nasdaq Stock Market, (x) the risk that the price of MKAR securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which MKAR plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure, (xi) the inability to implement business plans, forecasts, and other expectations after the completion of the Proposed Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations, (xii) the risk that MKAR may not be able to successfully develop its assets, (xiii) the risk that MKAR will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xiv) the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland, and geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that MKAR could face, and (xvi) the risk that additional financing in connection with the Proposed Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy the minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that CPTK, Mkango, or MKAR presently do not know or that they currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this news release and the other risks and uncertainties described in CPTK’s filings with the SEC, Mkango’s filings on SEDAR+, the risks to be described in a registration statement on Form F-4, which will include a proxy statement/prospectus, and those discussed and identified in filings made with the SEC by CPTK and MKAR, from time to time. CPTK, Mkango, and MKAR caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this news release speak only as of the date of this news release. None of CPTK, Mkango, or MKAR undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that CPTK, Mkango, or MKAR will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the Proposed Business Combination, in CPTK’s or MKAR’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, or Mkango’s public filings on SEDAR+, which you are advised to review carefully.
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Important Information for Investors and Shareholders
In connection with the Proposed Business Combination, MKAR and CPTK have prepared the draft registration statement, including a preliminary proxy statement of CPTK and a preliminary prospectus of MKAR with respect to the securities to be offered in the Proposed Business Combination, which was confidentially submitted to the SEC and which will be publicly filed with the SEC in due course, at which time a copy of such filing will also be filed under Mkango’s profile on SEDAR+. After the registration statement is declared effective, CPTK will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the Proposed Business Combination. CPTK urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the Proposed Business Combination. Such persons can also read CPTK’s filings with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site at www.sec.gov.
Participants in the Solicitation
MKAR and CPTK and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of CPTK’s shareholders in connection with the Proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of CPTK’s directors and officers in CPTK’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to CPTK’s shareholders in connection with the Proposed Business Combination will be set forth in the proxy statement/prospectus for the Proposed Business Combination when available. Information concerning the interests of MKAR’s and CPTK’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available.
No Offer or Solicitation
This news release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Proposed Business Combination. This news release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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For further information on MKAR, please contact:
Mkango Rare Earths Limited
| Alexander Lemon | William Dawes |
|---|---|
| President | Chief Executive Officer |
| alex@mkango.ca | will@mkango.ca |
UK: +44 20 7372 2744
www.mkango.ca
@MkangoResources
For further information on CPTK, please contact:
Crown PropTech Acquisitions
Michael Minnick
Chief Executive Officer
mm@crownproptech.com
https://www.crownproptech.com
This press release shall not constitute anoffer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitationof any vote, consent or approval in any jurisdiction in connection with or with respect to the Proposed Business Combination, nor shallthere be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitationor sale may be unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendationregarding any securities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the SecuritiesAct of 1933, as amended, or an exemption therefrom.
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