Crown PropTech Amends Merger Agreement with Mkango Rare Earths

Crown PropTech Acquisitions, a Cayman Islands exempted company, has entered into an Amended and Restated Business Combination Agreement on September 2, 2026. The agreement amends and restates a previous Business Combination Agreement dated July 2, 2025, involving Crown PropTech, Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), and Mkango Resources Ltd. The amended agreement consolidates prior amendments and clarifies that the Mkango BVI Share Reclassification will occur after the effectuation of the Share Adjustment and the issuance of Consideration Shares and Advisor Compensation Shares.

In connection with the amended agreement, Crown PropTech and its co-sponsor, CIIG Management III LLC, entered into an Amendment No. 1 to the Sponsor Support Agreement. This amendment updates the definition and amount of Founder Shares held by CIIG Management that may be subject to escrow and modifies the termination provision to state that the Sponsor Support Agreement will terminate at Closing if the Available Gross SPAC Cash is equal to or greater than $10,000,000.

Additionally, the registrant filed a revised Form of Registration Rights and Lock-Up Agreement. This revision modifies the transfer restrictions applicable to certain investors, replacing a one-year restriction (the CPTK NRA Lock-Up Period) with a 180-day restriction (the MKAR NRA Lock-Up Period). The agreement also clarifies that PubCo Consideration Shares are Registrable Securities and not subject to a contractual Lock-Up Period. Furthermore, it stipulates that if PubCo fails to file the Registration Statement within specified time periods, CIIG Management will be entitled to receive certain PubCo securities as liquidated damages.

Crown PropTech also disclosed the execution of eight non-redemption agreements with funds and accounts managed by BlackRock, Inc. These agreements require the investors to hold and not redeem 400,000 public shares at the upcoming extraordinary general meeting. In exchange, the transfer restrictions on approximately 510,000 founder shares held by the investors will be modified to the MKAR NRA Lock-Up Period. The per-share liquidation price for Public Shares is anticipated to be approximately $12.01 based on the amount held in the Trust Account as of July 31, 2026, which amounts to retaining at least $4.8 million in the Trust Account. The company stated that these agreements are expected to contribute toward the $5,000,000 Minimum Cash Condition in the Business Combination Agreement.