UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
On June 13, 2025, Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), was notified that Marcum LLP (“Marcum”) resigned as the Company’s independent registered public accounting firm. On November 1, 2024, CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum LLP (“Marcum”). Substantially all of the partners and staff that provided attestation services with Marcum joined CBIZ CPAs. On June 13, 2025, with the approval of the audit committee, CBIZ CPAs was engaged as the Company’s independent registered public accounting firm for the years ended December 31, 2023 and 2024.
The Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and 2023 when issued are not expected have an adverse opinion or a disclaimer of opinion, and are not expected to be qualified or modified as to uncertainty, audit scope, or accounting principles other than an explanatory paragraph regarding the Company’s ability to continue as a going concern and material weaknesses in internal control over financial reporting as described further below.
During the Company’s fiscal years ended December 31, 2024 and 2023, and the subsequent period through June 13, 2025, there were no (i) “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum would have caused Marcum to make reference to the subject matter of the disagreement in their reports on the financial statements for such years, or (ii) “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in our internal control over financial reporting related to the Company’s accounting for complex financial instruments and review procedures around key reconciliations including accruals and payables.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Marcum agrees with the statements made by the Company set forth above. A copy of Marcum’s letter, dated June 13, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2024 and 2023, and the subsequent period through June 13, 2025, neither the Company, nor any party on behalf of the Company, consulted with CBIZ CPAs with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by CBIZ CPAs that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulations S-K and the related instructions) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Changes in Registrant’s Certifying Accountant. |
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 16.1 | Letter from Marcum dated June 13, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL documents). |
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: June 13, 2025
| CROWN PROPTECH ACQUISITIONS | ||
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Chief Executive Officer | |