8-K - CPTKW - Equibles

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):June 3, 2025

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
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(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 communications pursuant<br>to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 7.01. Regulation FD Disclose

As previously disclosed, on January 7, 2025, Crown PropTech Acquisitions, (“CPTK”) entered into a non-binding letter of intent (as amended on March 23, 2025 and April 29, 2025, the “LOI”) with wholly owned subsidiaries of Mkango Resources Ltd. (“Mkango”) related to a potential business combination transaction. The LOI was subsequently amended on May 22, 2025 to, among other things, extend exclusivity through June 30, 2025. CPTK and Mkango continue to work together and negotiate in good faith to finalize and execute definitive documentation related to a potential business combination (the “Merger”).

On June 3, 2025, Mkango issued a press release announcing that its wholly owned subsidiary, Lancaster Exploration Limited (“Lancaster”), had entered into a $750,000 Note Purchase Agreement (the “NPA”) with one sponsor (the “F-4 Note Investor”) and an affiliate of the other sponsor (the “BCA Note Investor”) of CPTK in connection with the Merger.

Pursuant to the NPA, Lancaster has agreed to issue and sell two convertible promissory notes, one to the BCA Note Investor in a principal amount of $500,000 (the “BCA Note”) and one to the F-4 Note Investor in a principal amount of $250,000 (the “Form F-4 Note”), upon the satisfaction of different sets of conditions.

The BCA Note Investor has deposited $500,000 into escrow pursuant to that certain Escrow Agreement, dated June 2, 2025, by and among Lancaster, CPTK, the BCA Investor and Continental Stock Transfer & Trust Company, as escrow agent, with the release of such $500,000 to Lancaster pending the satisfaction of certain conditions, including the execution of a definitive business combination agreement for the Merger (the “BCA”) and approval by the TSX Venture Exchange (“TSX-V”) of the potential conversion of the BCA Note into shares of Lancaster.

The Form F-4 Note is expected to be issued following the execution of the BCA and, subject to TSX-V approval of the potential conversion of the Form F-4 Note into shares of Lancaster, upon the submission of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) covering the issuance of share consideration pursuant to the Merger.

A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of CPTK under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

Additional Information and Where to Find It

If a definitive agreement is entered into in connection with the Merger, Lancaster and CPTK will prepare a registration statement, including a proxy statement/prospectus, to be filed with the SEC. The proxy statement/prospectus will be mailed to CPTK’s shareholders. 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 Merger. 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. In addition, the documents filed by Lancaster and CPTK 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 the Solicitation

Lancaster 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 Merger. 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 Merger will be set forth in the proxy statement/prospectus for the Merger when available. Information concerning the interests of Lancaster’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 Merger when it becomes available.

Forward-Looking Statements

This Report includes “forward-looking statements” with respect to CPTK, Mkango and Lancaster. The expectations, estimates, and projections of the businesses of such parties may differ from their actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether the BCA will be executed, whether the TSX-V will consent to the conversion of the Notes for shares of Lancaster and whether Nasdaq will approve the listing of shares of Lancaster. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of the parties and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the negotiations and any subsequent definitive agreements with respect to the proposed business combination, and the possibility that the terms and conditions set forth in any definitive agreements with respect to the proposed business combination may differ materially from the terms and conditions set forth in the term sheet, (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed business combination and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of CPTK or other conditions to closing; (4) the inability to obtain or maintain the listing of the post-transaction company’s shares on Nasdaq or another national securities exchange following the proposed transaction; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed transaction; (6) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (7) costs related to the proposed transaction; (8) changes in applicable laws or regulations; and (9) other risks and uncertainties included in documents filed or to be filed with the SEC by CPTK and Lancaster. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. The parties do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Past performance by the parties’ management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of the parties’ management teams or businesses associated with them as indicative of future performance of an investment or the returns that the parties will, or are likely to, generate going forward.

No Offer or Solicitation

This Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press Release, dated June 3, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Crown Proptech Acquisitions
Date: June 3, 2025
	By:	/s/ Michael Minnick
	Name:	Michael Minnick
	Title:	Chief Executive Officer

Exhibit 99.1

MKANGO ANNOUNCES SIGNING OFNOTE PURCHASE AGREEMENT IN RESPECT OF SPAC MERGER

Highlights

●	US$750,000 committed to be invested in Mkango’ssubsidiary, Lancaster Exploration Limited, pursuant to a Note Purchase Agreement in connection with its proposed SPAC merger and NASDAQlisting.
●	US$500,000 of such commitment has been depositedin escrow with release pending the signing of a definitive business combination agreement for the SPAC merger and certain approvals bythe TSX-V.
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●	US$250,000 of such commitment is to be investedpending the filing of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission.
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●	Committed funds are to provide working capitalto assist Lancaster in completing the SPAC merger and advancing its standalone public listing on NASDAQ.
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London / Vancouver: 3 June2025 - Mkango Resources Ltd (AIM/TSX-V: MKA) (“Mkango”) is pleased to announce that its wholly-owned subsidiary, Lancaster Exploration Limited (“Lancaster”), has entered into a US$750,000 Note Purchase Agreement (the “NPA”) with one sponsor (the “F-4 Note Investor”) and an affiliate of the other sponsor (the “BCA Note Investor”) of Crown PropTech Acquisitions, a Cayman Islands exempted company (OTC: CPTK) (“CPTK”), in connection with the previously announced (8 January 2025) proposed merger (the “Merger”) between Lancaster, certain other wholly-owned subsidiaries of Mkango (with Lancaster, the “Company”), and CPTK.

The Merger would create a vertically integrated global pure play rare earths platform that is intended to result in the ordinary shares of Lancaster being listed on NASDAQ. Upon the Merger and listing, Lancaster, as the listed entity, would hold Mkango’s rare earths project at Songwe Hill in Malawi and the proposed separation plant in Pulawy Poland. Mkango’s interest in the HyProMag recycling business would not form part of the Merger.

Pursuant to the NPA, Lancaster has agreed to issue and sell two convertible promissory notes (together, the “Notes”), one to the BCA Note Investor in the principal amount of US$500,000 (the “BCA Note”) and one to the F-4 Note Investor in the principal amount of US$250,000 (the “Form F-4 Note”), upon satisfaction of different sets of conditions. The BCA Note Investor has deposited US$500,000 into escrow, with its release to Lancaster pending the satisfaction of conditions including the execution of a definitive business combination agreement for the Merger (the “BCA”) and approval by the TSX Venture Exchange (“TSX-V”) of the potential conversion of the BCA Note into shares of Lancaster. Lancaster intends to return the escrowed funds to the BCA Note Investor if the BCA Note is not issued by 30 June 2025, which is the expiration date of exclusivity regarding the BCA and which may be extended. The Form F-4 Note is expected to be issued following the execution of the BCA and, subject to TSX-V approval of the potential conversion of the Form F-4 Note into shares of Lancaster, upon the submission of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (“SEC”) covering the issuance of share consideration pursuant to the Merger.

Following issuance, the Notes will accrue interest at a rate of 12% per annum, 9% of which will be paid in kind, subject to conditional approval of the TSX-V, such that the Notes’ principal amounts will be increased by the amount of such interest payments semi-annually, and 3% of which will be paid in cash semi-annually. The maturity date of the Notes is to be one year after their respective issuances.

If the Notes are outstanding at the time of the Merger, the principal and accrued and unpaid interest of the Notes will convert (the “Standard Conversion”) into twice the number of shares to which such dollar amount would equate based on the implied dollar value of Company shares in the proposed BCA (the “Proposed BCA Valuation”). Alternatively, if CPTK satisfies certain cash thresholds at the time of the Merger, the BCA Note Investor and the F-4 Note Investor may opt to have any portion of such principal and interest repaid in cash as well as convert into half the number of shares to which such dollar amount would equate based on the Proposed BCA Valuation, with the balance of the Notes, if any, converting pursuant to the Standard Conversion.

If the Notes remain outstanding by their maturity dates, the BCA Note Investor and the F-4 Note Investor will be entitled to receive 1.2 times the original principal amount of the Notes in addition to any accrued and unpaid interest, less any principal amounts already paid as of the maturity date.

Information about the NPA will be provided in a Current Report on Form 8-K to be filed by CPTK with the SEC and is available at www.sec.gov.

Alexander Lemon, Presidentof Mkango, commented: “This Note Purchase Agreement unlocks working capital to assist Lancaster in its NASDAQ listing whilstminimising dilution at the Mkango level. We’re grateful for the continued support from CPTK and its sponsors and affiliates as weenter this exciting new phase for the Company and advance this transformative transaction for Mkango.”

Michael Minnick, CEO of CPTK,added: “Our thesis for the rare earths sector continues to strengthen, particularly with the demonstrated growth in AI andthe evolving robotics applications, amongst others. We believe the Mkango team is well-positioned in this sector based on their completeddefinitive feasibility study, environmental compliance, and signed mining development agreement with the government of Malawi.”

About Mkango Resources Ltd.

Mkango is listed on AIM and the TSX-V. Mkango’s corporate strategy is to become a market leader in the production of recycled rare earth magnets, alloys and oxides, through its interest in Maginito Limited (“Maginito”), which is owned 79.4 per cent by Mkango and 20.6 per cent by CoTec Holdings Corp (“CoTec”), and to develop new sustainable sources of neodymium, praseodymium, dysprosium and terbium to supply accelerating demand from electric vehicles, wind turbines and other clean energy technologies.

Maginito holds a 100 per cent interest in HyProMag and a 90 per cent direct and indirect interest (assuming conversion of Maginito’s convertible loan) in HyProMag GmbH, focused on short loop rare earth magnet recycling in the UK and Germany, respectively, and a 100 per cent interest in Mkango Rare Earths UK Ltd (“Mkango UK”), focused on long loop rare earth magnet recycling in the UK via a chemical route.

Maginito and CoTec are also rolling out HyProMag’s recycling technology into the United States via the 50/50 owned HyProMag USA LLC joint venture company.

Mkango also owns the advanced stage Songwe Hill rare earths project and an extensive rare earths, uranium, tantalum and niobium exploration portfolio in Malawi, and the Pulawy rare earths separation project in Poland.

Songwe Hill is one of the few rare earth projects to have advanced to the NI 43-101 compliant Definitive Feasibility Study (“DFS”) stage. The project has an expected mine life of 18 years and is designed to produce a 55% mixed rare earth carbonate, yielding approximately 1,953 tonnes per annum of NdPr and 56 tonnes per annum of DyTb.

Mkango’s proposed Pulawy separation facility site, located in a Special Economic Zone in Poland, stands adjacent to the EU’s second largest manufacturer of nitrogen fertilisers, and features established infrastructure, access to reagents and utilities on site.

For more information, please visit www.mkango.ca

About Crown Proptech Acquisitions

CPTK is a Cayman Islands exempted special purpose acquisition company formed in 2021 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 $5.6 million cash in trust.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ('MAR') which has been incorporated into UK law by the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

Additional Information and Where to Find It

Participants in the Solicitation

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements (within the meaning of that term under applicable securities laws) with respect to Mkango, the Company, CPTK, their businesses and the Merger. Generally, forward looking statements can be identified by the use of words such as “targeted”, “plans”, “expects” or “is expected to”, “scheduled”, “estimates” “intends”, “anticipates”, “believes”, or variations of such words and phrases, or statements that certain actions, events or results “can”, “may”, “could”, “would”, “should”, “might” or “will”, occur or be achieved, or the negative connotations thereof.

Forward looking statements in this news release include, but are not limited to, statements with respect to CPTK’s successor entity being listed on NASDAQ, the BCA Note Investor’s and the F-4 Note Investor’s investments through the NPA, and the potential Merger. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual performance and results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Such factors and risks include, without limiting the foregoing, whether the BCA will be executed, whether the TSX-V will consent to the conversion of the Notes for shares of Lancaster, whether NASDAQ will approve the listing of shares of Lancaster, the availability of (or delays in obtaining) financing to develop Songwe Hill and the recycling plants in the UK, Germany and the US as well as the contemplated separation plant to be constructed in connection with real estate rights held by Mkango Polska Sp. Z.o.o (the “Pulawy Project”), geological, technical and regulatory matters relating to the development of Songwe Hill, governmental action and other market effects on global demand and pricing for the metals and associated downstream products for which Mkango or the Company is exploring, researching and developing, the ability to scale the HPMS and chemical recycling technologies to commercial scale, competitors having greater financial capability and effective competing technologies in the recycling and separation business of Maginito and Mkango, availability of scrap supplies for recycling activities, government regulation (including the impact of environmental and other regulations) on and the economics in relation to recycling and the development of the various recycling and separation plants of Mkango and Maginito and future investments in the United States pursuant to the cooperation agreement between Maginito and CoTec, the outcome and timing of the completion of feasibility studies for Songwe Hill, cost overruns, complexities in building and operating Songwe Hill and the Pulawy Project, the positive results of feasibility studies on the various proposed aspects of Mkango’s and Maginito’s activities, and delays in obtaining financing or governmental or stock exchange approvals and other risks that are detailed in the periodic reports filed by CPTK with the SEC. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by applicable law, each of Mkango, CPTK and the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, each of Mkango, CPTK and the Company undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This press 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.

For further information on Mkango, please contact:

Mkango Resources Limited, Lancaster Exploration Limited and MkangoPolska Sp. Z.o.o

William Dawes

Chief Executive Officer

will@mkango.ca

Canada: +1 403 444 5979

www.mkango.com

@MkangoResources

Alexander Lemon

President

alex@mkango.ca

SP Angel Corporate Finance LLP

Nominated Adviser and Joint Broker

Jeff Keating, Jen Clarke, Devik Mehta

UK: +44 20 3470 0470

Alternative Resource Capital

Joint Broker

Alex Wood, Keith Dowsing

UK: +44 20 7186 9004/5

Cohen Capital

Strategic and Financial Adviser

Brandon Sun

USA: +1 929 432 1254

Welsbach Corporate Solutions LLC-FZ

Supply Chain Advisor

Daniel Mamadou SG:

+65 6879 7107

The TSX Venture Exchange has neither approvednor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that termis defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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 Merger, nor shall there be anysale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale maybe unlawful under the laws of such jurisdiction. This press release does not constitute either advice or a recommendation regarding anysecurities. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of1933, as amended, or an exemption therefrom.