As filed with the Securities and Exchange Commission on June 8, 2026.

Registration Statement No. 333-296089

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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Mkango Rare Earths Limited
(Exact Name of Registrant as Specified in Its Charter)

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Mkango Rare Earths Limited
2 Sheriff Road,
London, NW6 2AP, United Kingdom
Tel: (+44) 207 3722 744
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive office)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
Tel: (212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the business combination described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

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†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

related to the Closing of the Business Combination. Pursuant to the FMC Engagement Letter, FMC will be entitled to receive a portion of a cash fee, which cash fee in the aggregate is equal to 4.5% of the gross proceeds raised in any PIPE offering that provides incremental gross proceeds beyond the Trust Account of CPTK to the Company upon the Closing. The cash fee payable pursuant to the FMC Engagement Letter may all be paid, at FMC’s discretion, in a number of Company Shares equal to the dollar amount of the fee to be paid divided by the price per common share of the Company implied by the terms of the PIPE, provided that such price per common share shall not exceed $10.00;

•        the fact that at the Closing, the BCA Note Investor (as defined in this proxy statement/ prospectus and an entity affiliated with Mr. Chera) and the F-4 Note Investor (as defined in this proxy statement/ prospectus and an entity affiliated with Mr. Minnick), both affiliates of CPTK, have been issued promissory notes by the Company which, subject to the receipt of approval from the TSX Venture Exchange, which has been obtained, entitle them to 12% interest, 9% payable in kind and 3% cash, on the aggregate principal amount of their respective notes, payable on the semiannual date and at the respective maturity date. To date, the BCA Note Investor has received from the Company $7,500 cash and $22,500 has been added to the principal amount of the BCA Note (as defined in this proxy statement/ prospectus) resulting in a BCA Note outstanding principal balance of $522,500. Amounts due under the Notes are to be released in consideration for the issuance by the Company of Company Shares upon the closing of the Business Combination, subject to certain qualifications and exceptions. These Consideration Shares will not be subject to any lock-up or other restrictions set forth in the Business Combination Agreement, with exceptions of limitations applicable by law;

•        the fact that at the Closing, the Company, the Sponsor, the Co-Sponsor, the BCA Note Investor and the F-4 Note Investor and certain of CPTK’s current and former directors and officers will enter into a Registration Rights and Lock-Up Agreement, which, among other things, will provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the Company Shares held by such parties following the consummation of the Business Combination;

•        the fact that the Sponsor has agreed to transfer 2,500 Class B Ordinary Shares per month for every month that elapses from February 2026 until the consummation of the Business Combination to an unaffiliated third party if the Business Combination closes in consideration for Mr. Chera’s extension of his amended and restated promissory note;

•        the fact that CPTK’s CEO and an affiliated entity of the CEO entered a Letter Agreement, dated June 2, 2025, with the BCA Note Investor (the “June 2025 Letter Agreement”). The June 2025 Letter Agreement includes a put option buyout by CPTK’s CEO and/or an affiliated entity of the CPTK CEO in the event if for any reason whatsoever the BCA Note Investor is entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant to the terms of the BCA Note), and such payment was not timely made by the Company. In addition, the Sponsor has agreed to transfer 250,000 Class B Ordinary Shares to the BCA Note Investor if the Business Combination closes;

•        the fact that the Sponsor, an affiliate of the Sponsor or CPTK’s officers and directors may, but are not obligated to, provide working capital loans to CPTK. The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into private placement warrants to purchase shares of Class A Ordinary Shares at a price of $1.50 per warrant. If CPTK completes a business combination, CPTK will repay the working capital loans out of the proceeds of the Trust Account released to the Company. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, CPTK may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. As of December 31, 2025, approximately $766,897 of working capital loans payable to the Sponsor were outstanding;

•        the fact that the Sponsor and CPTK’s officers and directors will lose their entire investment in CPTK if an initial business combination is not completed prior to the Business Combination Deadline.

The following summarizes, on a pro forma basis, the Company Shares issued and outstanding immediately after the Business Combination, the Corporate Reorganization and each of the transactions contemplated by the Business Combination Agreement on an issued and outstanding basis, presented under the following redemption scenarios:

•        No Redemption Scenario: which is the scenario that assumes no CPTK public shareholders exercise their redemption rights.

•        Maximum Redemptions Scenario: which is the scenario that illustrates the largest number of redemptions by CPTK public shareholders that can occur while still satisfying the Minimum Cash Condition. This scenario assumes that redemptions result in a Trust Account balance of $625,118.

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(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      This scenario assumes that 431,322 Class A Ordinary Shares, or 89% of the Public Shares, are redeemed for an aggregate payment of approximately $5.1 million (based on the estimated per-share redemption price of approximately $11.91 per share) from the Trust Account based on funds in the Trust Account as of April 30, 2026, which is a redemption scenario that could occur.

(3)      Includes 298,000 Class B Ordinary Shares held by Co-Sponsor.

(4)      Includes Anchor Investor holdings excluding 517,500 Class B Ordinary Shares that are subject to forfeiture to the Sponsor at Closing. Includes 300,000 Class B Ordinary Shares held by the CPTK Board, including prior CPTK Board members, 2,206,515 Class B Ordinary Shares to be transferred by the Sponsor per non-redemption agreements, 250,000 Class B Ordinary Shares to be transferred by Sponsor to the Notes investors pursuant to the June 2025 Letter Agreement, and 5,000 Class B Ordinary Shares to be transferred by the Sponsor in connection with the execution of the Third A&R Note.

(5)      Includes 160,500 Company Shares underlying $750,000 in principal of the Notes.

(6)      Assumes Class A Ordinary Shares to be issued for the anticipated $23.0 million PIPE Investment. Assuming a maximum redemption scenario, a $14.1 million PIPE Investment is necessary to meet the Minimum Cash condition for the Business Combination to be consummated. For pro forma purposes, the Class A Ordinary Shares to be issued were determined using $10.00 per share.

(7)      Assumes 411,750 Company Shares held by CCM, 217,250 Company Shares held by Welsbach, and 301,750 Company Shares held by Jett, each of which shares are to be issued, at the discretion of each respective financial advisor, pursuant to the Financial Advisor Fee Agreement, as amended on June 8, 2026 (the “A&R Financial Advisor Fee Agreement”). Under the A&R Financial Advisor Fee Agreement, unless otherwise agreed among CPTK, the Company, and Jett Capital or CCM, FMC and Welsbach, as applicable, the number of Company Shares issued to, and at the discretion of, such financial advisor in lieu of cash payment of the applicable fee will equal the dollar amount of such fee divided by the price per Company Share implied by the terms of the of the PIPE Investment, provided such price per Company Share does not exceed $10.00.

(8)      Assumes (i) indebtedness of the Company at Closing in the amount of $1.3 million (which is calculated using debt as of December 31, 2025 in the amount of $23.7 million and pro forma for additional debt incurred since December 31, 2025 through April 30, 2026 in the amount of $0.6 million, accrued interest for the Notes in the amount of $0.05 million, a ($0.15) million adjustment to reflect the fair value of the BCA Note, and the $22.9 million debt-to-equity exchange for intercompany debt between the Company and Mkango Resources), (ii) cash of the Company at Closing of $0.5 million (which is calculated using cash as of December 31, 2025 in the amount of $0.47 million and pro forma for cash raised from debt proceeds and cash used since December 31, 2025 through April 30, 2026 in the amounts of $0.60 million and $0.57 million, respectively), and (iii) an Exchange Ratio of 0.068.

See the sections of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Because the Sponsors acquired the Class B Ordinary Shares at a nominal price, CPTK Public Shareholders who hold Public Shares until the consummation of the de-SPAC transaction will incur immediate and substantial dilution upon the Closing. See the sections entitled “Summary of the Proxy Statement/Prospectus — Interests of CPTK’s Directors and Officers in the Business Combination” and “The Business Combination — Interests of CPTK’s Directors and Officers in the Business Combination.”

After careful consideration, the CPTK Board has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus. The CPTK Board has also determined that it is advisable to consummate the Business Combination and that the Business Combination is in the best interests of shareholders of CPTK. The CPTK Board recommends that you vote “FOR” each proposal described in this proxy statement/prospectus.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting in lieu of an annual meeting of shareholders of CPTK scheduled to be held on [          ], 2026 (the “Extraordinary General Meeting”).

In connection with the Transactions, the Company will apply to have Company Shares and Company Warrants listed on the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (“Nasdaq”) under the symbol “MKAR” and “MKARW,” respectively. It is a condition to the Closing that the Company Shares to be issued (or reserved for issuance) in the Transactions have been listed on Nasdaq and shall be eligible for continued listing immediately following the Closing, but there can be no assurance that such listing condition will be met.

Upon the completion of the Business Combination, the Company is expected to be a “controlled company” under the Nasdaq Rule 5615(a)(7), which is defined as a company of which more than 50% of the voting power is held by an individual, group, or another company. Mkango Resources is expected to control approximately 78.7% of the Company Shares, assuming no shares of Class A Ordinary Shares are redeemed, without taking into account potential sources of dilution. For additional information, please see the Company’s beneficial ownership table under “Security Ownership of Certain Beneficial Owners and Management.” For so long as the Company is a “controlled company,” the Company may take advantage of exemptions from certain corporate governance requirements, including (1) the requirement that a majority of the board of directors of the Company (the “Company Board”) consists of independent directors, as defined under Nasdaq listing rules, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. In the event that we cease to be a “controlled company” and the Company Shares continue to be listed on Nasdaq, we will be granted a phase-in period to obtain our compliance with these provisions. See “Management of the Company After the Business Combination — Controlled Company.”

CPTK is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the Extraordinary General Meeting. It also contains or references information about CPTK and the Company. We encourage you to carefully read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the CPTK Board, you should keep in mind that the Sponsor and CPTK’s directors and officers have interests in the business combination that are different from or in addition to, or may conflict with, your interests as a shareholder, as described above. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 37 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated [          ], 2026 and is first being mailed to CPTK shareholders on or about [          ], 2026.

and/or restated from time to time, the “Plan of Merger”), subject to such amendments as may be approved by CPTK or Merger Sub, be and is hereby authorized, approved and confirmed in all respects;

(c)     CPTK be and is hereby authorized to enter into the Plan of Merger, and any and all transactions provided for in the Plan of Merger; and

(d)    all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any director or officer of CPTK in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

3.      Proposal 3 — Non-Binding Governance Proposals — to consider and vote upon, as an ordinary resolution, two separate proposals to approve, on an advisory and non-binding basis only, the following material differences between the SPAC Charter and the Company Organizational Documents, in the form attached hereto as Annex C and as will be in effect as of the Closing:

(A)    Number of Authorized Shares (Proposal No. 3A) — A proposal to provide that the proposed Company Organizational Documents increase the total number of authorized shares of all classes of shares to one class of shares consisting of an unlimited number of Company Shares, of no par value.

(B)    Removal and Appointment of Directors (Proposal No. 3B) — A proposal to provide that (1) the Company may by resolution of members (defined as a resolution of a general meeting, at which a quorum is present, passed by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon in person or by proxy) appoint any person to be a director of the Company or may by resolution of members remove any director of the Company and (2) the directors of the Company may appoint any person to be a director of the Company to fill a vacancy.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, subject to the approval of the Business Combination Proposal and the Merger Proposal, on a non-binding advisory basis, that the Authorized Shares Proposal (as such term is defined in CPTK’s proxy statement/prospectus dated [        ], 2026) be and are hereby approved and adopted.”

“RESOLVED, as an ordinary resolution, subject to the approval of the Business Combination Proposal and the Merger Proposal, on a non-binding advisory basis, that the Director Appointment and Removal Proposal (as such term is defined in CPTK’s proxy statement/prospectus dated [        ], 2026) be and are hereby approved and adopted.”

4.      Proposal 4 — The Equity Incentive Plan Proposal — to consider and vote upon, as an ordinary resolution, a proposal to approve the Equity Incentive Plan of the Company and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex D, which will be in effect immediately prior to the Closing.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution on an advisory and non-binding basis only, that subject to the approval of the Business Combination Proposal and the Merger Proposal, the Equity Incentive Plan of the Company, and the material terms thereunder, in the form attached to the proxy statement/prospectus of the meeting as Annex D, be adopted and approved.”

5.      Proposal 5 — The Adjournment Proposal — to consider and vote upon, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the Extraordinary General Meeting, to approve one or more proposals presented to SPAC Shareholders for vote or if the SPAC Shareholders redeem an amount of Class A

Ordinary Shares such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to the Company and the Company’s obligation to consummate the Business Combination would not be satisfied.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution that the Adjournment Proposal (as such term is defined in CPTK’s proxy statement/prospectus dated [        ], 2026) be approved in all respects.”

Each of these proposals are more fully described in the accompanying proxy statement. We urge you to read carefully the accompanying proxy statement in its entirety.

We will not consummate the Business Combination if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Business Combination.

Approval of the Business Combination Proposal will require an ordinary resolution pursuant to the SPAC Charter, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the SPAC Charter, being the affirmative vote of shareholders holding at least two-thirds of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the holders of SPAC Ordinary Shares.

Approval of each of the Non-Binding Governance Proposals will require an ordinary resolution on an advisory and non-binding basis only, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting at which a quorum is present. The Non-Binding Governance Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Non-Binding Governance Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Approval of the Equity Incentive Plan Proposal will require an ordinary resolution on an advisory and non-binding basis only, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Equity Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Equity Incentive Plan Proposal will have no effect, even if it is approved by holders of SPAC Ordinary Shares.

The Adjournment Proposal, if presented, will require an ordinary resolution, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting at which a quorum is present. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

In connection with the Business Combination Proposal, Public Shareholders may elect to redeem their shares for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Class A Ordinary Shares, regardless of how such Public Shareholders vote on the Business Combination Proposal or if they vote at all. In addition, Public Shareholders will be entitled to have their shares redeemed for cash if CPTK has not completed an initial business combination by March 11, 2027 and CPTK does not obtain an additional extension.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

Please refer to “Frequently Used Terms” and “Technical Mining information and Special Terms” for defined terms used throughout this proxy statement/prospectus.

This proxy statement/prospectus, which forms part of a registration statement on Form F-4 filed with the SEC by Mkango Rare Earths Limited, a British Virgin Islands business company (the “Company”), and Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CPTK”), constitutes a prospectus of the Company and CPTK under Section 5 of the Securities Act, with respect to the Company Shares and Company Warrants to be issued to the holders of the Public Shares and Public Warrants, respectively, if the Business Combination described herein is consummated. With respect to CPTK and the holders of Public Shares, this proxy statement/prospectus also serves as and constitutes a notice of Extraordinary General Meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the Extraordinary General Meeting to be held on [        ], 2026, where CPTK Shareholders will vote on, among other things, the Proposals.

This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which, or to any person to whom, it would be unlawful to make such offer.

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus. Neither CPTK nor the Company takes any responsibility for, and can provide no assurances as to the reliability of, any other information or representation others may give you. Neither the delivery of this proxy statement/prospectus nor any distribution of securities under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of CPTK or the Company since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

ADDITIONAL INFORMATION

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other publicly available information concerning CPTK, free of charge, by written request to ATTN: Michael Minnick, Crown PropTech Acquisitions, 40 West 57th Street, 29th Floor, New York, NY 10019.

In order for CPTK’s shareholders to receive timely delivery of the documents in advance of the Extraordinary General Meeting, you must request the information no later than [        ], 2026 or five (5) Business Days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about CPTK from documents filed with the SEC by following the instruction in the section entitled “Where You Can Find More Information.”

Financial Statement Presentation

References to “U.S. dollars,” “$,” and “US$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers.

The historical financial statements of the Company are prepared in accordance with IFRS, as issued by the IASB. The Company’s fiscal year ends on December 31 of each year, as does its reporting year. See Note 3 to the Company’s audited financial statements as of and for the years ended December 31, 2025 and 2024 included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation of the Company’s financial statements.

The historical financial statements of CPTK are prepared in accordance with GAAP. CPTK’s fiscal year ends on December 31 of each year, as does its reporting year. See Note 2 to CPTK’s audited financial statements as of and for the years ended December 31, 2025 and 2024 and Note 2 to CPTK’s unaudited financial statements as of and for the three months ended March 31, 2026, included elsewhere in this proxy statement/prospectus, for a discussion of the basis of presentation of CPTK’s financial statements.

Trademarks, Tradenames, and Service Marks

This proxy statement/prospectus includes trademarks, tradenames, service marks and other intellectual properties, certain of which belong to CPTK or the Company (or one of its subsidiaries) and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this proxy statement/prospectus appear without the ®, TM and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that CPTK or the Company will not assert their rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. Neither CPTK nor the Company intend that their use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of CPTK or the Company by, these other parties.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning the Company’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by the Company’s management. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Unless otherwise expressly stated, the Company obtained industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, government data, and similar sources. In some cases, the Company does not expressly refer to the sources from which this data is derived. In that regard, when the Company refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources that the Company paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

TECHNICAL MINING INFORMATION AND SPECIAL TERMS

Cautionary Note Regarding Presentation of Mineral Reserve and Mineral Resource Estimates

On October 31, 2018, the SEC adopted Subpart 1300 (17 CFR 229.1300) of Regulation S-K (“Regulation S-K 1300”), along with the amendments to related rules and guidance, in order to modernize the property disclosure requirements for mining registrants under the Securities Act and the Exchange Act. Registrants engaged in mining operations must comply with Regulation S-K 1300 for fiscal years beginning on or after January 1, 2022. Mineral resource and mineral reserve estimates were prepared by the Company based on available data at the time of calculation and are inherently uncertain, involve subjective judgment about many relevant factors and may be materially affected by, among other things, environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant risks, uncertainties, contingencies and factors. Until mineral deposits are actually mined and processed, mineral resources and mineral reserves must be considered as estimates only.

The Company has inferred, indicated, and measured mineral resources, and certain of the indicated and measured mineral resources are classified as probable and proven mineral reserves. An inferred mineral resource has a lower level of confidence than that of an indicated or measured mineral resource and may not be converted to a mineral reserve. You are cautioned that, except for that portion of mineral resources classified as mineral reserves, mineral resources do not have demonstrated economic viability. Specifically, inferred mineral resources have a high degree of uncertainty as to their existence and as to whether they can be economically or legally mined. Under Regulation S-K 1300, estimates of inferred mineral resources may not form the basis of an economic analysis. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Such upgrade would require a significant amount of exploration. Therefore, you are cautioned not to assume that all or any part of an inferred mineral resource can be economically or legally mined, or that it will ever be upgraded to a higher category. Likewise, you are cautioned not to assume that all or any part of measured or indicated mineral resources not already classified as mineral reserves will ever be upgraded to mineral reserves.

Special Mining Terms

“Assay” means chemical test performed on a sample of Ore or minerals to determine the amount of elements contained.

“Cut-off grade” means the grade (i.e., the concentration of a mineral in rock) that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio.

“Definitive Feasibility Study” means a comprehensive technical and economic study of the selected development option for a mineral project that includes appropriately detailed assessments of applicable Modifying Factors together with any other relevant operational factors and detailed financial analysis that are necessary to demonstrate at the time of reporting that extraction is reasonably justified (economically mineable). The results of the study may reasonably serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. The confidence level of the study will be higher than that of a Prefeasibility Study.

“Deposit” means an informal term for an accumulation of mineralization or other valuable earth material of any origin.

“Development” means the process of accessing an Orebody.

“Dilution” means unmineralized rock that is, by necessity, removed along with Ore during the mining process that effectively lowers the overall grade of the Ore.

“Economically viable” means, when used in the context of Mineral Reserve determination, that the Qualified Person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the Mineral Reserve is economically viable under reasonable investment and market assumptions.

“Exploration” means activities associated with ascertaining the existence, location, extent, or quality of mineralized material, including economic and technical evaluation of mineralized material.

“Feedstock” means material used as an input for an industrial process, including the process of refining for metals and minerals.

“Flotation” means concentrating Rare Earth hosting minerals into a smaller mass by various techniques (e.g. collectors, frothers, agitation, air-flow) that collectively enhance the buoyancy of the target minerals, relative to unwanted gangue, for recovery into an over-flowing froth phase.

“Geological” means relating to the study of rocks which compose the earth.

“Grade” means the quantity of Ore contained within a unit weight of mineralized material.

“Indicated Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, Sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation.

“Inferred Mineral Resource” means that part of a Mineral Resource for which quantity and grade or quality are estimated based on limited geological evidence and Sampling. Geological evidence is sufficient to imply, but not verify, geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of an Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

“Life-of-operations” means number of years for which an operation is planning to mine and treat Ore and is taken from the current mine plan.

“Measured Mineral Resource” means that part of a Mineral Resource for which quantity, grade or quality, densities, shape, and physical characteristics are estimated with confidence sufficient to allow the application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, Sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated or an Inferred Mineral Resource. It may be converted to either a Proven Mineral Reserve or a Probable Mineral Reserve.

“Milling/mill” means the comminution of the Ore.

“Mineral” means a naturally occurring homogeneous substance having definite physical properties and chemical composition and, if formed under favorable conditions, a definite crystal form.

“Mineral Reserve” means the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at prefeasibility or feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. The reference point at which Mineral Reserves are defined, usually the point where the Ore is delivered to the processing plant, must be stated. It is important that in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported.

“Mineral Resource” means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including Sampling.

“Mineralization” means the presence of a target mineral in a mass of host rock.

“Modifying Factors” means considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social, and governmental factors.

“Mt” or “tonne” means metric tonne, a metric measurement of weight equivalent to 1,000 kilograms or 2,204.6 pounds.

“Ore” means a mixture of mineralized material from which at least one of the contained minerals can be mined and processed at an economic profit.

“Orebody” means a well-defined mass of mineralized material of sufficient mineral content to make extractions economically viable.

“Prefeasibility Study” means a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a preferred mining method, in the case of underground mining, or the pit configuration, in the case of an open-pit, is established and an effective method of mineral processing is determined. It includes a financial analysis based on reasonable assumptions on the Modifying Factors and the evaluation of any other relevant factors which are sufficient for a competent person, acting reasonably, to determine if all or part of the Mineral Resource may be converted to a Mineral Reserve at the time of reporting. A Prefeasibility Study is at a lower confidence level than a Definitive Feasibility Study.

“Probable Mineral Reserve” means the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

“Proven Mineral Reserve” means the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

“QP” or “Qualified Person” means, in respect of the Company’s material properties, is an individual who is (1) a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of the registrant; and (2) an eligible member or licensee in good standing of a recognized professional organization at the time the technical report is prepared. Regulation S-K 1300 details further recognized professional organizations and also relevant experience.

“Regulation S-K 1300” means the Subpart 1300 of Regulation S-K (17 CFR § 229.1300) which contains the SEC’s mining property disclosure requirements for mining registrants.

“Run-of mine” or “ROM” means the unprocessed mined material which consists of the rock, minerals, middlings, contamination, and impurities.

“Sampling” means taking small pieces of rock at intervals along exposed mineralization for assay (to determine the mineral content).

“Strike” means the direction, or bearing from true north, of a vein or rock formation measured on a horizontal surface.

“Tailings” means finely ground rock of low residual value from which valuable minerals have been extracted.

“Tonnage” means quantities where the ton or tonne is an appropriate unit of measure.

“Waste” means material that contains insufficient mineralization for consideration for future treatment and, as such, is discarded.

“Yield” means the actual grade of Ore realized after the mining and treatment process.

Frequently used Terms

In this document:

“A&R Financial Advisor Fee Agreement” means that certain Financial Advisor Fee Agreement, dated as of May 20, 2026, as amended and restated on June 8, 2026, by and between the Company, CPTK, CCM, Welsbach, FMC and Jett, pursuant to which each of the engagement letters between the Company and each of CCM and Welsbach and the engagement letter between CPTK and Jett relating to the provision of mergers and acquisitions advisory services in connection with an initial business combination were amended, such that each of CCM, Welsbach, FMC and Jett have the discretion to receive Advisor Compensation Shares in lieu of cash immediately prior to the Closing for services rendered.

“Action” means any charge, claim, action, complaint, petition, prosecution, audit, investigation, appeal, suit, litigation, injunction, writ, order, arbitration, mediation, or other similar proceeding initiated or conducted by a mediator, arbitrator, or Governmental Authority, whether administrative, civil, regulatory, or criminal, and whether at law or in equity, or otherwise under any applicable Laws.

“Adjournment Proposal” means the proposal by ordinary resolution to, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the Extraordinary General Meeting to approve one or more of the proposals presented to SPAC Shareholders for vote at the Extraordinary General Meeting or if the SPAC Shareholders redeem an amount of Class A Ordinary Shares such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to the Company and the Company’s obligation to consummate the Business Combination would not be satisfied.

“Advisor Compensation Shares” means Company Shares or other Equity Securities of any of the Company’s Subsidiaries issued by the Company or its Subsidiary, as applicable, to one or more advisors or service providers following completion of the Pre-Closing Reorganization, the Share Adjustment and determination of the Exchange Ratio, and prior to the Closing, in payment or satisfaction of advisory, transaction or similar fees incurred in connection with the Business Combination.

“AIM” means the Alternative Investment Market of the London Stock Exchange.

“Amendment No. 1 to the BCA” means the amendment, dated as of February 13, 2026, to the Original Business Combination Agreement, by and among CPTK, the Company, Merger Sub and Mkango Polska.

“Amendment No. 2 to the BCA” means the amendment, dated as of May 20, 2026, to the Original Business Combination Agreement, as amended by Amendment No. 1 to the BCA, by and among CPTK, the Company, Merger Sub and Mkango Polska.

“Anchor Investor” means certain funds and accounts managed by BlackRock, Inc. that acquired or purchased securities of CPTK in a private placement in connection with the IPO.

“Available Gross SPAC Cash” means, without duplication, an amount equal to the sum of (a) the gross amount of cash available in the Trust Account following the Extraordinary General Meeting, plus (b) the aggregate net amount of equity financing (including backstops, recycling facilities, forward purchase agreements), royalty financing or other credit products that have or will be funded as of the Business Day immediately prior to the Closing Date pursuant to Permitted Financing Agreements.

“Available Net SPAC Cash” means Available Gross SPAC Cash, less (a) the amount required to satisfy the aggregate amount payable with respect to all Public Shares in respect of which the eligible holder thereof has validly exercised his, her or its Redemption Right, less (b) $10,000,000.

“BCA Note” means the $500,000 promissory note issued on July 3, 2025 by the Company to the BCA Note Investor pursuant to the June 2025 NPA.

“BCA Note Investor” means First Mile Pref Fund II LLC, an affiliate of the Co-Sponsor, in its capacity as an investor in the Company.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Original Business Combination Agreement as amended by Amendment No. 1 to the BCA and Amendment No. 2 to the BCA.

“Business Combination Deadline” means the date by which CPTK must complete a business combination, i.e., March 11, 2026, such later date if the shareholders of CPTK approve an extension of such date (currently, March 31, 2027), or such earlier date as determined by the CPTK Board.

“Business Combination Proposal” means the proposal by ordinary resolution to approve and adopt the Business Combination Agreement, the Business Combination, the Corporate Reorganization, and the transactions contemplated by the Business Combination Agreement and the Transaction Documents to which CPTK is or will be a party.

“Business Day” means a day on which commercial banks are open for business in New York, U.S., the Cayman Islands, the British Virgin Islands and Vancouver, British Columbia, except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled).

“BVIBC Act” means the BVI Business Companies Act (Revised Edition 2020) (As Amended).

“Cayman Islands Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“CCM” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.

“Change of Control” means (a) a sale, lease, license or other disposition, in a single transaction or a series of related transactions, of more than fifty percent (50%) of the value of the assets of the Company and its subsidiaries, taken as a whole; (b) a merger, consolidation or other business combination of the Company resulting in any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) acquiring more than fifty percent (50%) of the voting power of, or economic rights (or rights convertible or exchangeable into securities) or interests in, the Company or the surviving person outstanding immediately after such combination; or (c) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) (i) obtaining direct or indirect beneficial ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect at any particular point in time) of securities (or rights convertible or exchangeable into securities) representing more than fifty percent (50%) of the voting power of, or economic rights or interests in, the Company or (ii) otherwise acquiring, directly or indirectly, the power to direct or cause the direction of the management or policies of the Company, whether through the ability to exercise voting power, by contract or otherwise.

“Class A Ordinary Shares” or “Public Shares” means Class A ordinary shares of CPTK, par value $0.0001 per share, as further described in the SPAC Charter.

“Class B Ordinary Shares” means Class B ordinary shares of CPTK, par value $0.0001 per share, as further described in the SPAC Charter.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date upon which the Closing is to occur.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies” means, collectively, the Company, Mkango Malawi, Merger Sub, and Mkango Polska.

“Company” or “the Company” means Mkango Rare Earths Limited (formerly Lancaster Exploration Limited), a British Virgin Islands business company, and its consolidated subsidiaries after giving effect to the Business Combination.

“Company Acquisition Proposal” means, other than (A) pursuant to the Transactions or (B) in connection with any business conducted or proposed to be conducted (as reasonably apparent based on the public filings of Mkango Resources as of the date hereof) by Maginito Limited, a company organized under the laws of the British Virgin Islands, or any of its subsidiaries, any direct or indirect acquisition (whether by merger, consolidation, scheme of arrangement, business combination, reorganization, recapitalization, redemption, cancellation, purchase or issuance of equity securities, tender offer, purchase or sale of assets, conveyance, transfer, assignment, assumption,

delegation, secondment, or otherwise) by any third party (i.e., a Person that is not a Group Company), in one transaction or a series of transactions, of (a)(i) any material asset or all or a material portion of the revenues or businesses of the Companies or their subsidiaries, taken as a whole, or (ii) any of the Mineral Rights or the Projects, or (b) any equity securities of any of the Companies or any of their subsidiaries; provided, that no Permitted Financing shall be deemed to constitute a Company Acquisition Proposal.

“Company Board” means the board of directors of the Company.

“Company Class A Shares” means Class A Shares of the Company, of no par value, as further described in the Existing Company Organizational Documents.

“Company Class B Shares” means Class B Shares of the Company, of no par value, as further described in the Existing Company Organizational Documents.

“Company Material Adverse Effect” means any event (other than the Events excluded pursuant to the Business Combination Agreement) that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, properties, assets and liabilities, results of operations, cash flows, or financial condition of the Companies and their subsidiaries, taken as a whole or (ii) would prevent any of the Companies from consummating the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”: (a) any change in applicable Laws or IFRS or any interpretation thereof following the date of the Business Combination Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking or refraining from taking, as respectively applicable, of any action (1) expressly required to be taken or refrained from being taken, as respectively applicable, under the Business Combination Agreement or the Transaction Documents so as not to constitute a breach of the Business Combination Agreement or any Transaction Document, (2) which SPAC has requested in writing, or (3) to which SPAC has consented in writing, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic, acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any failure in and of itself of the Companies and any of their subsidiaries to meet any projections or forecasts, provided, however, that the exception in this clause (f) shall not prevent or otherwise affect a determination that any change, effect or development underlying such change has resulted in or contributed to a Company Material Adverse Effect, (g) any Events generally applicable to the industries or markets in which the Companies or any of their subsidiaries operate, or (h) the announcement or consummation of the Business Combination Agreement or the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on the Company’s and its subsidiaries’ relationships, contractual or otherwise, with any Governmental Authority, third parties or other person; provided, however, that in the case of each of clauses (b), (d), (e), and (g), any such Event to the extent it disproportionately affects any Company or any of its subsidiaries relative to other similarly situated participants in the industries and geographies in which such persons operate shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a Company Material Adverse Effect.

“Company Organizational Documents” means the proposed amended and restated memorandum and articles of association of the Company to be adopted by the Company prior to the Effective Time, as further amended, modified, or supplemented from time to time.

“Company Shareholders” means the holders of Company Shares.

“Company Shares” mean common shares of the Company, of no par value.

“Company Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by or on behalf of the Group Companies or any of their Subsidiaries (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, (b) the Nasdaq filing fees, (c) the fees associated with filing this proxy statement/prospectus with the SEC, (d) all filing fees under the HSR Act and all other applicable Antitrust Laws in connection with the Transactions, and (e) any premiums (including insurance premium tax, if any), fees,

disbursements or expenses incurred in connection with the Company’s D&O Tail, in each case (x) incurred in connection with the Transactions, including, in each case, any VAT thereon, and (y) in accordance with the Business Combination Agreement; provided that no Advisor Compensation Shares or Consideration Shares are treated as cash Company Transaction Expenses.

“Company Transaction Expenses Cap Excess” means the dollar amount by which the Company Transaction Expenses, as at the Closing, exceed $5,000,000.

“Company Warrants” means the warrants into which the SPAC Warrants shall convert at the Closing, representing a right to acquire a number of Company Shares equal to the number of SPAC Ordinary Shares for which such SPAC Warrant may be exercised, each warrant on substantially the same terms as the SPAC Warrant that converted.

“Completion Window” means the period of time starting upon the consummation of the IPO and ending on the Business Combination Deadline.

“Consideration Shares” means the Company Shares issuable pursuant to an effective registration statement in consideration for the holders of the BCA Note and the F-4 Note releasing the Company of the debt under the BCA Note and F-4 Note, as applicable.

“Continental” means Continental Stock Transfer & Trust Company, a limited purpose trust company, as CPTK’s transfer agent and warrant agent.

“Corporate Reorganization” means a reorganization by the Group Companies, as a part of an integrated transfer with the Business Combination, to be completed immediately prior to the Effective Time, in accordance with the Business Combination Agreement, resulting in the Company beneficially owning Mkango Polska in addition to Mkango Malawi.

“Co-Sponsor” means Crown PropTech Sponsor, LLC, a Delaware limited liability company.

“COVID-19” means the novel coronavirus known as SARS-CoV-2 or COVID-19, and any evolutions, mutations thereof or related or associated epidemics, pandemic, or disease outbreaks.

“CPTK Board” means the board of directors of CPTK.

“Debt-to-Equity Exchange” means the exchange of the Company’s indebtedness to Mkango Resources as of December 31, 2025 for Company Shares issued by the Company to Mkango Resources, pursuant to the Business Combination Agreement.

“D&O Tail” means directors’ and officers’ liability insurance “tail” policy extension a company’s current directors’ and officers’ liability insurance policy obtained by any of the Company, CPTK, or the Company.

“Effective Time” means the date of registration of the Plan of Merger by the Cayman Islands Registrar of Companies, or such later time as permitted by the Cayman Islands Companies Act, as may be agreed by the Companies and CPTK and specified in the Plan of Merger.

“Equity Incentive Plan” means the equity incentive plan of the Company and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Equity Incentive Plan Proposal” means the proposal by ordinary resolution to approve, on an advisory and non-binding basis only, the adoption of the Equity Incentive Plan.

“Equity Value” means (a) $400,000,000, minus (b) the indebtedness of the Companies on a consolidated basis at Closing, plus (c) all cash and cash equivalents of the Companies on a consolidated basis at Closing, minus (d) the Company Transaction Expenses Cap Excess, if any.

“Event” means any event, state of facts, development, change, circumstance, occurrence or effect.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient of (a) the Equity Value divided by (b) the number of Company Shares issued and outstanding after taking into account the Pre-Closing Reorganization and the Debt-to-Equity Exchange, which includes the Company Shares issued by the Company to Mkango Resources in connection therewith, and for the avoidance of doubt, excluding any issuance by the Company of Advisor Compensation Shares or Consideration Shares, divided by (c) $10.00.

“Existing Company Organizational Documents” means the amended and restated memorandum and articles of association of the Company, in force as at the date of this proxy statement/prospectus.

“Existing Company Shares” means, collectively, the Company Class A Shares and the Company Class B Shares.

“Extraordinary General Meeting” means the shareholder meeting of CPTK with respect to the Proposals.

“F-4 Note Investor” means the Sponsor, in its capacity as an investor in the Company.

“F-4 Note” means the $250,000 promissory note issued on February 13, 2026 by the Company to the F-4 Note Investor pursuant to the June 2025 NPA.

“Financial Advisor Fee Agreement” means that certain Financial Advisor Fee Agreement, dated as of May 20, 2026, by and between the Company, CPTK, CCM, Welsbach, and Jett, pursuant to which each of the engagement letters between the Company and each of CCM and Welsbach and the engagement letter between CPTK and Jett relating to the provision of mergers and acquisitions advisory services in connection with an initial business combination were amended, such that each of CCM, Welsbach and Jett have the discretion to receive Advisor Compensation Shares in lieu of cash immediately prior to the Closing for services rendered.

“FMC” means First Mile Capital, LLC, an affiliate of the Co-Sponsor, in its capacity as a party to the FMC Engagement Letter and the A&R Financial Advisor Fee Agreement.

“FMC Engagement Letter” means the Engagement Letter, dated June 7, 2026, between CPTK and FMC.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Authority” means the government of any nation, province, state, city, locality, or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory (including as to mining, land, environmental, licensing, permit, lease, employment, and corporate rescue matters), taxing, or administrative functions of, or pertaining to, any government, regulation, or compliance, or any arbitrator, mediator or arbitral body, any self-regulated organization, stock exchange, or quasi-governmental authority, and any company, businesses, enterprise, or other entities owned or controlled by the above Governmental Authorities.

“Group Companies” means Mkango Resources, the Company, Mkango Malawi, Merger Sub, and Mkango Polska, and “Group Company” means any of them.

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards, as issued by IASB, as adopted by the British Virgin Islands, as in effect from time to time.

“Initial Shareholders” means holders of the 6,900,000 Class B Ordinary Shares, which include (i) the Sponsor, with such limited liability company member interests being beneficially owned by Michael Minnick, as the managing member of the Sponsor, (ii) the Co-Sponsor, with such limited liability company member interests being beneficially owned by Richard Chera, the Chairman of the Board of the SPAC, (iii) the Anchor Investor, and (iv) CPTK’s current directors and certain former directors and advisors.

“Intellectual Property” means all intellectual property, industrial property, and proprietary rights in any and all jurisdictions worldwide, including rights in: (a) patents, (b) trademarks, (c) copyrights and copyrightable works, (d) trade secrets, (e) software, (f) “moral” rights, rights of publicity or privacy, data base or data collection rights and other similar intellectual property rights, (g) registrations, applications, and renewals for any of the foregoing in (a) – (f), and (h) all rights in the foregoing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means CPTK’s initial public offering of SPAC Units, consummated on February 11, 2021.

“Jett” means Jett Capital Advisors LLC.

“June 2025 Letter Agreement” means the Letter Agreement, dated June 2, 2025, between Sponsor, Michael Minnick, his affiliate MLM Investment Holdings LLC, and the BCA Note Investor.

“June 2025 NPA” means the Note Purchase Agreement, dated June 2, 2025, among the Company, the BCA Note Investor and the F-4 Note Investor relating to the issuances of the BCA Note and the F-4 Note.

“Law” means any statute, law, ordinance, rule, treaty, code, directive, regulation or governmental order, in each case, of any Governmental Authority, or any provisions or interpretations of the foregoing, including general principles of common and civil law and equity.

“Merger” means the merging of Merger Sub with and into CPTK in accordance with the applicable provisions of the Cayman Islands Companies Act, with CPTK being the surviving company and becoming a wholly-owned subsidiary of the Company and Merger Sub ceasing to exist.

“Merger Proposal” means the proposal by special resolution to approve and authorize the Merger and the Plan of Merger by and among CPTK and Merger Sub, substantially in the form attached hereto as Annex B.

“Merger Sub” means Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct, wholly-owned subsidiary of the Company.

“Mkango Malawi” means Mkango Rare Earths Malawi Limited, a company incorporated under the laws of Malawi and a direct wholly-owned subsidiary of the Company.

“Mkango Polska” means Mkango Polska sp. z o.o., a company incorporated under the laws of Poland and, prior to the Corporate Reorganization, a direct wholly-owned subsidiary of Mkango Resources and, following the Corporate Reorganization, a direct wholly-owned subsidiary of the Company.

“Mkango Resources” means Mkango Resources Ltd., a company governed by the laws of British Columbia, Canada.

“Minimum Cash Condition” means the Available Net SPAC Cash equaling no less than $5,000,000.

“Nasdaq” means the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market, as may be applicable.

“Non-Binding Governance Proposals” means two separate proposals by ordinary resolution to approve, on an advisory and non-binding basis only, certain material differences between CPTK’s existing organizational documents and the Company Organizational Documents.

“Notes” means collectively the BCA Note and the F-4 Note.

“Original Business Combination Agreement” means the business combination agreement, dated as of July 2, 2025, by and among CPTK, the Company, Merger Sub, Mkango Polska, and certain other parties thereto.

“OTC Markets” means OTC Markets Group.

“PCAOB” means the Public Company Accounting Oversight Board and any division or subdivision thereof.

“Permitted Financing,” “PIPE,” or “PIPE Investment” means one or more financings entered prior to or in connection with the Closing by the Company, CPTK and/or any of the Group Companies, on the one hand, and certain investors, on the other hand, in each case pursuant to Permitted Financing Agreements.

“Permitted Financing Agreements” means one or more financing agreements which may be entered into among the Company, CPTK, and/or any of the Group Companies, on the one hand, and certain investors, on the other hand, prior to or in connection with the Closing, in which such investors would provide equity financing (which may include backstops and forward purchase agreements), royalty financing, or other credit products in a separate private placement transaction.

“Plan of Merger” means the plan of merger attached hereto as Annex B.

“Pre-Closing Reorganization” means the transfer of equity of Mkango Polska by Mkango Resources to the Company, and the Company’s issuance of Company Shares to Mkango Resources in consideration therefor, pursuant to the Business Combination Agreement.

“Private Warrants” means, collectively, the 5,013,333 SPAC Warrants originally issued to the Co-Sponsor and the Anchor Investor at a price of $1.50 per warrant in a private placement that closed simultaneously with the closing of the IPO.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Non-Binding Governance Proposals, the Equity Incentive Plan Proposal, the Adjournment Proposal, if presented, the adoption and approval of each other proposal required by the SEC or Nasdaq necessary for Closing, and any other proposals that the parties to the Business Combination Agreement agree are necessary or desirable to consummate the Transactions.

“Public Shareholders” means the holders of Public Shares that were originally issued as part of the SPAC Units sold in the IPO.

“Redemption Rights” means the redemption rights provided for in the SPAC Charter.

“Registration Rights and Lock-up Agreement” means that certain registration rights and lock-up agreement to be entered into by and among the Company, the Initial Shareholders, the BCA Note Investor, the F-4 Note Investor, and the Company Shareholders at Closing, substantially in the form attached hereto as Annex E.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Adjustment” means, in connection with the determination of the Exchange Ratio, the combination or division, as appropriate with respect to the Exchange Ratio, of Company Shares into such smaller or larger number, respectively, of Company Shares of the same class of shares as results by multiplying each Company Share by the Exchange Ratio, pursuant to the Business Combination Agreement.

“Shareholder Support Agreement” means each of the shareholder support agreement, entered concurrently with the execution and delivery of the Business Combination Agreement, by and among the Company, CPTK, and Mkango Resources, as may be amended, modified, or supplemented from time to time.

“SPAC” or “CPTK” means Crown PropTech Acquisitions, an exempted company limited by shares and incorporated under the laws of the Cayman Islands.

“SPAC Acquisition Proposal” means (a) any, direct or indirect, acquisition, merger, domestication, reorganization, amalgamation, share exchange, asset acquisition, share purchase, or similar business combination involving CPTK, with one or more businesses or entities, or similar transaction, in one transaction or a series of transactions, involving CPTK or involving all or a material portion of the assets, equity securities, or businesses of CPTK (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer, or otherwise).

“SPAC Charter” means the Fifth Amended and Restated Memorandum and Articles of Association of CPTK, adopted by special resolution dated May 9, 2025, as amended and in effect as of the date hereof.

“SPAC Class B Conversion” means the automatic conversion of each SPAC Class B Ordinary Share into one Public Share at the Effective Time, in accordance with the terms of the SPAC Charter.

“SPAC Disclosure Letter” means the disclosure letter delivered by CPTK in connection with the Business Combination Agreement.

“SPAC Material Adverse Effect” means any Event that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets and liabilities, results of operations, or financial condition of CPTK or (ii) would prevent CPTK from consummating the Transactions; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “SPAC Material Adverse Effect”: (a) any change in applicable Laws or U.S. GAAP or any interpretation thereof following the date of the Business Combination Agreement; (b) any change in interest rates or economic, political, business, or financial market conditions generally; (c) the taking or refraining from taking, as respectively applicable, of any action (1) expressly required to be taken or refrained from

being taken, as respectively applicable, under the Business Combination Agreement or the Transaction Documents so as not to constitute a breach of the Business Combination Agreement or any Transaction Document, (2) which the Companies have requested in writing, or (3) to which the Company has consented in writing; (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions, or similar occurrences), epidemic or pandemic, acts of nature, or change in climate; (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national, or international political conditions, riots, or insurrections; (f) any Events that are cured by CPTK prior to the Closing; (g) the announcement or consummation of the Business Combination Agreement or the Transactions, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on CPTK’s relationships, contractual or otherwise, with any Governmental Authority, third parties, or other person; (h) the number of Public Shareholders who exercise, or who have exercised, their Redemption Right or the failure to obtain the SPAC Shareholders’ Approval, (i) any Events generally applicable to publicly traded special purpose acquisition companies, or (j) any change in the trading price or volume of the SPAC Units, Public Shares, or Public Warrants (provided that the underlying causes of such changes referred to in this clause (j) may be considered in determining whether there is a SPAC Material Adverse Effect, except to the extent such cause is within the scope of any other exception within this definition); provided, however, that in the case of each of (b), (d), (e) and (i), any such Event to the extent it disproportionately affects CPTK relative to other publicly traded special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to have, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to CPTK, the number of Public Shareholders who exercise their Redemption Right or the failure to obtain the SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect.

“SPAC Ordinary Shares” means, collectively, Class A Ordinary Shares and Class B Ordinary Shares.

“SPAC Preference Shares” means preference shares of SPAC, par value US$0.0001 per share, as further described in the SPAC Charter.

“SPAC Public Warrants” or “Public Warrants” means, collectively, the outstanding and unexercised warrants, other than Private Warrants, issued by CPTK to acquire Class A Ordinary Shares.

“SPAC Shareholder” or “CPTK Shareholder” means any holder of SPAC Ordinary Shares or SPAC Preference Shares.

“SPAC Shareholders’ Approval” means the vote of SPAC Shareholders required to approve the Proposals, as determined in accordance with applicable Laws and the SPAC Charter.

“SPAC Transaction Expenses” means any out-of-pocket fees and expenses paid or payable by or on behalf of CPTK, Sponsor or their respective affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of a Business Combination (including the Transactions) or otherwise in connection with CPTK’s operations, including (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, (b) any fees and expenses in connection with the solicitation, printing, mailing and distribution of this proxy statement/prospectus and any amendments and supplements thereto, (c) any application fees payable to Nasdaq or related to any minimum Nasdaq shareholder requirements, (d) all fees and expenses incurred by CPTK in connection with calling, organizing and hosting any meetings of the CPTK shareholders for purposes of voting on the Proposals, (e) all filing fees payable by CPTK to the Registrar of Companies of the Cayman Islands, (f) all fees and expenses incurred in connection with maintaining and administering the Trust Account, and (g) all and any premiums (including insurance premium tax, if any), fees, disbursements or expenses incurred in connection with the Company’s D&O Tail, in each case, incurred in connection with the Transactions and including any VAT thereon, and (h) any loan made to CPTK by any of the Sponsor, an affiliate of the Sponsor, any of CPTK’s officers or directors or other person, and evidenced by one or more promissory notes, for the purpose of financing costs incurred in connection with a Business Combination, including, in each case, any VAT thereon and in accordance with the Expense Allocation Schedule; provided, that SPAC Transaction Expenses shall exclude non-VAT taxes payable by CPTK.

“SPAC Transaction Expenses Cap Excess” means the dollar amount by which the applicable SPAC Transaction Expenses as of the Closing exceed $5,000,000.

“SPAC Unit” means a unit issued by CPTK in the IPO and the exercise of the underwriters’ overallotment option each consisting of one share of Class A Ordinary Shares and one-third of a SPAC Warrant.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND
THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the Extraordinary General Meeting and the Proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that may be important to CPTK Shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the accompanying financial statements, the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting.

Q.     Why am I receiving this proxy statement/prospectus?

A.     CPTK has entered into the Business Combination Agreement with the Company and the other parties thereto pursuant to which (i) Merger Sub will merge with and into CPTK, with CPTK surviving the Merger as a wholly-owned subsidiary of the Company, as a result of which (a) each outstanding share of SPAC Ordinary Shares will be cancelled in exchange for the right to receive one Company Share, and (b) each outstanding SPAC Warrant will become exercisable for one Company Share on the same terms and conditions. For additional information regarding the Business Combination, see “The Business Combination” and “Proposal No. 1 — The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annexes A-1, A-2 and A-3 and CPTK encourages CPTK Shareholders to read both documents in their entirety.

SPAC Shareholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt of the Business Combination Agreement, among other proposals, and to approve the Plan of Merger to effect the Business Combination pursuant to the Cayman Islands Companies Act and the SPAC Charter.

Company Shares and Company Warrants are expected to trade on the Nasdaq under the ticker symbols “MKAR” and “MKARW,” respectively, upon the Closing. At the Closing, each SPAC Unit will separate into its components consisting of one share of Class A Ordinary Shares and one-third of a SPAC Warrant, and therefore there will be no listing or quotation of the SPAC Units following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of the Company with respect to the Company Shares and Company Warrants issuable in connection with the Business Combination.

Q:     Who is entitled to vote at the Extraordinary General Meeting?

A.     As a SPAC Shareholder, you have a right to vote on certain matters affecting CPTK. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized below and fully set forth in this proxy statement/prospectus. SPAC Shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned SPAC Ordinary Shares at the close of business on [    ], 2026, which is the record date for the Extraordinary General Meeting.

Q.     What are the specific proposals that shareholders are being asked to vote on at the Extraordinary General Meeting?

A.     The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, the Business Combination, the Corporate Reorganization, and the transactions contemplated by the Business Combination Agreement and the Transaction Documents to which CPTK is or will be a party. Upon the Closing, CPTK will become a direct wholly-owned subsidiary of the Company, and the Company will become a publicly traded company. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annexes A-1 and A-2.

The Merger Proposal — to consider and vote upon a proposal to approve and authorize the Merger and the Plan of Merger, pursuant to which Merger Sub will merge with and into CPTK, as a result of which the separate corporate existence of Merger Sub will cease and CPTK will continue as the surviving company. A copy of the Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

Non-Binding Governance Proposals — to consider and vote upon two separate proposals to approve, on an advisory and non-binding basis only, the following material differences between the SPAC Charter and the Company Organizational Documents, in the form attached hereto as Annex C and as will be in effect as of the Closing:

(A)    Number of Authorized Shares (Proposal No. 3A) — A proposal to provide that the proposed Company Organizational Documents increase the total number of authorized shares of all classes of shares to one class of shares consisting of an unlimited number of Company Shares, of no par value.

(B)    Removal and Appointment of Directors (Proposal No. 3B) — A proposal to provide that (1) the Company may by resolution of members (defined as a resolution of a general meeting, at which a quorum is present, passed by a simple majority of the votes cast by, or on behalf of, the members entitled to vote thereon in person or by proxy) appoint any person to be a director of the Company or may by resolution of members remove any director of the Company and (2) the directors of the Company may appoint any person to be a director of the Company to fill a vacancy.

The Equity Incentive Plan Proposal — to consider and vote, on an advisory and non-binding basis only, upon a proposal to approve the Equity Incentive Plan of the Company and the material terms thereunder, a copy of which is attached to this proxy statement/prospectus as Annex D, which will be in effect immediately prior to the Closing.

The Adjournment Proposal — to consider and vote upon the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event, based on the tabulated votes, that there are not sufficient votes at the time of the Extraordinary General Meeting, to approve one or more proposals presented to SPAC Shareholders for vote or if the SPAC Shareholders redeem an amount of Class A Ordinary Shares such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to the Company and the Company’s obligation to consummate the Business Combination would not be satisfied.

Q.     Are any of the Proposals conditioned on one another?

A.     The Business Combination Proposal and the Merger Proposal are cross conditioned on the approval of the other proposal. Each of the Non-Binding Governance Proposals and the Equity Incentive Plan Proposal are conditioned on the approval of the Business Combination Proposal and the Merger Proposal.

The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Q.     Why is CPTK proposing the Business Combination Proposal?

A.     CPTK is an early-stage blank check company and an exempted company limited by shares incorporated under the laws of the Cayman Islands on September 24, 2020, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses and completed its IPO on February 11, 2021.

The CPTK Board considered a wide variety of factors in connection with its evaluation of the Business Combination. The CPTK Board concluded, based on its review of the considerations in the subsection of this proxy statement/prospectus entitled “The Business Combination — The CPTK Board’s Reasons for the Approval of the Business Combination,” that the potential benefits that it expected CPTK and SPAC Shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. Accordingly, the CPTK Board unanimously determined that the Business Combination Agreement and the Transactions were advisable and in the best interests of CPTK and SPAC Shareholders. See “The Business Combination — The CPTK Board’s Reasons for the Approval of the Business Combination.”

Q.     Why is CPTK proposing the Adjournment Proposal?

A.     CPTK is proposing the Adjournment Proposal to allow the CPTK Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to SPAC Shareholders to permit further solicitation and vote of proxies in the event that, upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve one or more proposals presented to SPAC Shareholders for vote or if the SPAC Shareholders redeem an amount of Class A Ordinary Shares such that, together or independently from, any failure to consummate all or a portion of the PIPE or the Transactions, the Minimum Cash Condition to the Company and the Company’s obligation to consummate the Business Combination would not be satisfied. In no event will the CPTK Board adjourn the Extraordinary General Meeting or consummate the Business Combination beyond the date by which it may properly do so under the SPAC Charter and Delaware law. See “Proposal No. 5 — The Adjournment Proposal” for additional information.

Q.     What are the recommendations of the CPTK Board?

A.     After careful consideration, the CPTK Board (including all independent directors) unanimously approved the Business Combination Agreement and the other Proposals described in this proxy statement/prospectus, and the CPTK Board has determined that it is advisable to consummate the Business Combination. The CPTK Board recommends that you vote “FOR” each of the Proposals described in this proxy statement/prospectus. When you consider the CPTK Board’s recommendation of these Proposals, you should keep in mind that certain CPTK directors and officers have interests in the Business Combination that may conflict with your interests as a SPAC Shareholder, as described in more detail in this proxy statement/prospectus.

Q.     What vote is required to approve the Proposals presented at the Extraordinary General Meeting?

A.     Approval of the Business Combination Proposal will require an ordinary resolution pursuant to the SPAC Charter, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Approval of the Merger Proposal will require a special resolution under Cayman Islands law and pursuant to the SPAC Charter, being the affirmative vote of shareholders holding at least two-thirds of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the holders of SPAC Ordinary Shares.

Approval of each of the Non-Binding Governance Proposals will require an ordinary resolution on an advisory and non-binding basis only, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting at which a quorum is present. The Non-Binding Governance Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Non-Binding Governance Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Approval of the Equity Incentive Plan Proposal will require an ordinary resolution on an advisory and non-binding basis only, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy, at the Extraordinary General Meeting at which a quorum is present. The Equity Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and

Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Equity Incentive Plan Proposal will have no effect, even if it is approved by holders of SPAC Ordinary Shares.

The Adjournment Proposal, if presented, will require an ordinary resolution, being the affirmative vote of shareholders holding a simple majority of the SPAC Ordinary Shares which are entitled to vote and which are voted on such resolution in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting at which a quorum is present. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Pursuant to the Sponsor Support Agreement, the Sponsor and certain SPAC Shareholders that, in the aggregate, hold 6,900,000 shares of Class B Ordinary Shares (representing 100% of Class B Ordinary Shares outstanding), have agreed to support the adoption of the Business Combination Proposal and the Business Combination. Accordingly, assuming holders of the Class B Ordinary Shares vote all of their Class B Ordinary Shares in accordance with such agreement, the Business Combination Proposal and the rest of the Proposals will be approved, and the failure of a holder of Class A Ordinary Shares to vote in person or by proxy at the Extraordinary General Meeting will have no effect on the outcome of the vote on any of the Proposals. The Business Combination Agreement was not structured to require the approval of at least a majority of unaffiliated securityholders of CPTK.

Accordingly, assuming holders of the Class B Ordinary Shares vote all of their Class B Ordinary Shares in accordance with such agreement, the Business Combination Proposal, and the rest of the Proposals will be approved, a SPAC Shareholder’s failure to vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Proposals.

Q.     I am a SPAC Warrant holder. Why am I receiving this proxy statement/prospectus?

A.     In connection with the Business Combination, SPAC Warrants will cease to be warrants with respect to SPAC Ordinary Shares and will become warrants to purchase Company Shares at the Effective Time of the Merger, subject to substantially the same respective terms and conditions prior to the Effective Time of the Merger. Each whole warrant will entitle the registered holder to purchase one Company Share at a price of $11.50 per share, subject to certain adjustments, at any time starting 30 days after the completion of the Business Combination. See “Description of the Company’s Securities” for additional information.

Q.     What is the Company?

A.     The Company is developing an integrated rare earths supply chain through its subsidiary Mkango Malawi, which holds 100% interests in licenses covering the Songwe Hill rare earths project and related exploration targets, and its subsidiary Mkango Polska, which is advancing development of a strategically located rare earth separation plant in Pulawy, Poland to process mixed rare earth carbonate from Songwe Hill and other sources into separated rare earth oxides for European and North American markets. See “Business of the Company and Information Related to the Company.”

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus and exercise their Redemption Rights?

A.     Our Public Shareholders may vote in favor of the Business Combination and concurrently exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and CPTK Public Shareholders, the trading market for Company Shares after the Business Combination may be less liquid than the market for Public Shares prior to the Business Combination, and Company may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into the Company’s business will be reduced and the Company may not be able to achieve its business plans. In addition, we will not consummate the Business Combination if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Business Combination.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share excludes the per share cost of the deferred underwriting commission since these fees were waived by the underwriters.

____________

(1)      This scenario assumes that (i) no Class A Ordinary Shares are redeemed, which is a redemptions scenario that could occur and (ii) Total Capital Raised is $5,760,870, consisting solely of the remaining cash in the Trust Account.

(2)      This scenario assumes that 431,322 of Class A Ordinary Shares, or approximately 89% of the Public Shares, are redeemed for an aggregate payment of approximately $5.1 million (based on the estimated per-share redemption price of approximately $11.91 per share) from the Trust Account based on funds in the Trust Account as of April 30, 2026, which is a redemptions scenario that could occur and (ii) Total Capital Raised is $625,118, consisting solely of the remaining cash in the Trust Account.

Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Warrants will remain issued and outstanding notwithstanding the redemption of their Public Shares. The Sponsors hold an aggregate of 5,013,333 Private Warrants. Following the consummation of the Business Combination, all SPAC Warrants will become Company Warrants.

For information on the relative ownership levels of holders of Company equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of Company equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current CPTK shareholders and Mkango Resources hold in the Company immediately after the consummation of the Business Combination?”

Q.     What equity stake will current CPTK shareholders and Mkango Resources hold in Company immediately after the consummation of the Business Combination?

A.     Upon consummation of the Business Combination, the post-Closing share ownership of Company under (1) the No Redemptions Scenario and (2) the Maximum Redemptions Scenario (assuming redemptions result in a trust account balance of $625,118), excluding the dilutive effect of Public Warrants, Private Warrants, and Earnout Shares would be as follows:

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      This scenario assumes that 431,322 Class A Ordinary Shares, or 89% of the Public Shares, are redeemed for an aggregate payment of approximately $5.1 million (based on the estimated per-share redemption price of approximately $11.91 per share) from the Trust Account based on funds in the Trust Account as of April 30, 2026, which is a redemption scenario that could occur.

(3)      Includes 298,000 Class B Ordinary Shares held by Co-Sponsor.

(4)      Includes Anchor Investor holdings excluding 517,500 Class B Ordinary Shares that are subject to forfeiture to the Sponsor at Closing. Includes 300,000 Class B Ordinary Shares held by the CPTK Board, including prior CPTK Board members, 2,206,515 Class B Ordinary Shares to be transferred by the Sponsor per non-redemption agreements, 250,000 Class B Ordinary Shares to be transferred by Sponsor to the Notes investors pursuant to the June 2025 Letter Agreement, and 5,000 Class B Ordinary Shares to be transferred by the Sponsor in connection with the execution of the Third A&R Note.

(5)      Includes 160,500 Company Shares underlying $750,000 in principal of the Notes.

(6)      Assumes Class A Ordinary Shares to be issued for the anticipated $23.0 million PIPE Investment. Assuming a maximum redemption scenario, a $14.1 million PIPE Investment is necessary to meet the Minimum Cash condition for the Business Combination to be consummated. For pro forma purposes, the Class A Ordinary Shares to be issued were determined using $10.00 per share.

(7)      Assumes 411,750 Company Shares held by CCM, 217,250 Company Shares held by Welsbach, and 301,750 Company Shares held by Jett, each of which shares are to be issued, at the discretion of each respective financial advisor, pursuant to the A&R Financial Advisor Fee Agreement. Under the A&R Financial Advisor Fee Agreement, unless otherwise agreed among CPTK, the Company, and Jett Capital or CCM, FMC and Welsbach, as applicable, the number of Company Shares issued to, and at the discretion of, such financial advisor in lieu of cash payment of the applicable fee will equal the dollar amount of such fee divided by the price per Company Share implied by the terms of the of the PIPE Investment, provided such price per Company Share does not exceed $10.00.

(8)      Assumes (i) indebtedness of the Company at Closing in the amount of $1.3 million (which is calculated using debt as of December 31, 2025 in the amount of $23.7 million and pro forma for additional debt incurred since December 31, 2025 through April 30, 2026 in the amount of $0.6 million, accrued interest for the Notes in the amount of $0.05 million, a ($0.15) million adjustment to reflect the fair value of the BCA Note, and the $22.9 million debt-to-equity exchange for intercompany debt between the Company and Mkango Resources), (ii) cash of the Company at Closing of $0.5 million (which is calculated using cash as of December 31, 2025 in the amount of $0.47 million and pro forma for cash raised from debt proceeds and cash used since December 31, 2025 through April 30, 2026 in the amounts of $0.60 million and $0.57 million, respectively), and (iii) an Exchange Ratio of 0.068.

The following table illustrates varying ownership levels of the Company immediately following the Business Combination on a fully diluted basis, and includes assumptions set forth above as well as the assumed exercise of (i) all outstanding Public Warrants to purchase a total of 9,200,000 Company Shares and (ii) all outstanding Private Warrants to purchase a total of 5,013,333 Company Shares.

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Class A Ordinary Shares for a pro rata share of the funds in the Trust Account.

(2)      This scenario assumes that 431,322 Class A Ordinary Shares, or 89% of the Public Shares, are redeemed for an aggregate payment of approximately $5.1 million (based on the estimated per-share redemption price of approximately $11.91 per share) from the Trust Account based on funds in the Trust Account as of April 30, 2026, which is a redemption scenario that could occur.

(3)      Includes 9,200,000 Company Shares issued upon the exercise of the Public Warrants.

(4)      Includes 298,000 Class B Ordinary Shares held by Co-Sponsor.

(5)      Includes Anchor Investor holdings excluding 517,500 Class B Ordinary Shares that are subject to forfeiture to the Sponsor at Closing. Includes 300,000 Class B Ordinary Shares held by the CPTK Board, including prior CPTK Board members, 2,206,515 Class B Ordinary Shares to be transferred by the Sponsor per non-redemption agreements, 250,000 Class B Ordinary Shares to be transferred by Sponsor to the Notes investors pursuant to the June 2025 Letter Agreement, and 5,000 Class B Ordinary Shares to be transferred by the Sponsor in connection with the execution of the Third A&R Note.

(6)      Includes 5,013,333 Company Shares issued upon the exercise of the Private Warrants. The Maximum Redemptions scenario assumes no Private Warrants are forfeited by the Sponsor.

(7)      Includes 160,500 Company Shares underlying $750,000 in principal of the Notes.

(8)      Assumes Class A Ordinary Shares to be issued for the anticipated $23.0 million PIPE Investment. Assuming a maximum redemption scenario, a $14.1 million PIPE Investment is necessary to meet the Minimum Cash condition for the Business Combination to be consummated. For pro forma purposes, the Class A Ordinary Shares to be issued were determined using $10.00 per share.

(9)      Assumes 411,750 Company Shares held by CCM, 217,250 Company Shares held by Welsbach, and 301,750 Company Shares held by Jett, each of which shares are to be issued, at the discretion of each respective financial advisor, pursuant to the A&R Financial Advisor Fee Agreement. Under the A&R Financial Advisor Fee Agreement, unless otherwise agreed among CPTK, the Company, and Jett Capital or CCM, FMC and Welsbach, as applicable, the number of Company Shares issued to, and at the discretion of, such financial advisor in lieu of cash payment of the applicable fee will equal the dollar amount of such fee divided by the price per Company Share implied by the terms of the of the PIPE Investment, provided such price per Company Share does not exceed $10.00.

(10)    Assumes (i) indebtedness of the Company at Closing in the amount of $1.3 million (which is calculated using debt as of December 31, 2025 in the amount of $23.7 million and pro forma for additional debt incurred since December 31, 2025 through April 30, 2026 in the amount of $0.6 million, accrued interest for the Notes in the amount of $0.05 million, a ($0.15) million adjustment to reflect the fair value of the BCA Note, and the $22.9 million debt-to-equity exchange for intercompany debt between the Company and Mkango Resources), (ii) cash of the Company at Closing of $0.5 million (which is calculated using cash as of December 31, 2025 in the amount of $0.47 million and pro forma for cash raised from debt proceeds and cash used since December 31, 2025 through April 30, 2026 in the amounts of $0.60 million and $0.57 million, respectively), and (iii) an Exchange Ratio of 0.068.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions, including those described above. Should one or more of the assumptions prove incorrect, actual ownership percentages may vary, potentially materially, from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

For purposes of Item 1604(c)(1) of Regulation S-K, the Company would have 50,697,792 Company Shares outstanding after giving effect to the Business Combination under the no redemptions scenario. Where there are no redemptions, the Company equity valuation is based on the Business Combination price per share of $10.00 and is therefore calculated as: $10.00 times 50,697,792 Company Shares, or $506,977,922. The following table illustrates the equity valuation at the offering price of the securities at the Business Combination price of $10.00 per share for each redemption scenario:

____________

(1)      This total includes Company Shares to be issued to CPTK Public Shareholders, Sponsors and other Class B Ordinary Shares upon consummation of the Business Combination.

(2)      This total includes Company Shares to be retained by Mkango Resources upon consummation of the Business Combination.

(3)      This total includes 160,500 Company Shares underlying $750,000 in principal of the Notes, 2,300,000 shares to be issued for the PIPE Investment, and 930,750 Company Shares to be issued to financial advisors upon consummation of the Business Combination.

(4)      This total does not include the 14,213,333 Class A Ordinary Shares underlying the 9,200,000 Public Warrants and the 5,013,333 Private Warrants, which have an exercise price of $11.50 per share, as it is uncertain as to whether they are exercisable within 60 days of the date of this proxy statement/prospectus.

CPTK Public Shareholders will experience additional dilution based on the total number of shares that will be outstanding if the transaction is completed, including 39,922,720 shares held by Mkango Resources and any dilution associated with additional shares issued after the closing of the Business Combination. The foregoing required disclosure is not a guarantee that the trading price of Company Shares will not be below the $10.00 offering price upon the consummation of the Business Combination, nor is the required disclosure a guarantee that the Company will attain any of the levels of valuation presented.

Q:     Will my rights as a shareholder of the Company be different from my rights as a SPAC Shareholder?

A.     Yes, there are certain material differences between your rights as a SPAC Shareholder and your rights as a holder of Company Shares. You are urged to read the sections entitled “Description of the Company’s Securities” and “Comparison of Shareholder Rights.”

Q.     Who will be the officers and directors of CPTK if the Business Combination is consummated?

A.     Pursuant to the Business Combination Agreement, immediately following the Effective Time, the Company Board will consist of (i) one (1) director designated in writing by the Sponsor, reasonably acceptable to the Company and qualifying as an independent director, and (ii) such other directors designated in writing by the Company, after consultation with CPTK. The Company Board as of immediately following the Effective Time will comply with Nasdaq rules and will be divided into three (3) classes of directors with staggered terms. The composition of such classes and the committee membership of the directors will be determined by the Company. The management team of the Company as of immediately following the Effective Time will consist of Alexander Lemon as Chief Executive Officer and Chief Financial Officer and William Dawes as President. See “Management of the Company After the Business Combination” for additional information.

Q.     Did the CPTK Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     The CPTK Board did not obtain a third-party valuation or fairness opinion in connection with the determination to approve the Business Combination. The CPTK Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was in the best interest of CPTK and its shareholders.

The CPTK Board also determined, without seeking a valuation from a financial advisor, that the Company’s fair market value was at least 80% of the balance in the Trust Account at the time of the signing of the Business Combination Agreement. Accordingly, investors will be relying on the judgment of the CPTK Board in valuing the Company’s business and assets, and assuming the risk that CPTK may not have properly valued such business and assets. See the section of this proxy statement/prospectus entitled “Risk Factors — CPTK is not obtaining an opinion from an independent valuation provider, and consequently, you have no assurance from an independent source that the Business Combination is fair to CPTK from a financial point of view.”

Q.     What interests do CPTK’s current officers and directors and other parties have in the Business Combination?

A.     The Sponsor and CPTK’s current and former executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of other SPAC Shareholders generally. These interests include:

•        the beneficial ownership of the Sponsor, Co-Sponsor and certain members of the CPTK Board and advisors, and our Anchor Investor of an aggregate of (a) 6,900,000 shares of Class B Ordinary Shares, which were acquired for an aggregate purchase price of approximately $25,000 prior to the IPO, which shares would likely be worthless if CPTK is unable to effectuate an initial business combination by the Business Combination Deadline (unless such date is extended in accordance with the SPAC Charter) and CPTK is therefore required to liquidate, as shares of Class B Ordinary Shares are not entitled to participate in any redemption or liquidation of the Trust Account and (b) 5,013,333 Private Warrants, which were acquired by the Co-Sponsor and Anchor Investor for an aggregate purchase price of approximately $7.52 million simultaneously with the consummation of the IPO, and 250,667 of which were subsequently transferred to the Sponsor by the Co-Sponsor in connection with the Securities Assignment Agreement (as described further under “CPTK Management’s Discussion and Analysis of Financial Condition and Results of Operations”), which warrants would become worthless if CPTK does not complete an initial business combination within the Business Combination Deadline;

•        CPTK’s CEO Michael Minnick is a member of the Sponsor and is an ultimate beneficial owner with voting and investment discretion with respect to the SPAC Ordinary Shares held by the Sponsor and CPTK’s Chairman Richard Chera is a member of the Co-Sponsor and is an ultimate beneficial owner with voting and investment discretion with respect to the SPAC Ordinary Shares held by the Co-Sponsor and certain of CPTK’s independent directors and Anchor Investor hold SPAC Ordinary Shares;

•        the Sponsor has entered into non-redemption agreements requiring the transfer of 2,206,515 Class B Ordinary Shares, including 450,000 Class B Ordinary Shares that will be transferred to the Anchor Investor;

•        the continued indemnification of current directors and officers of CPTK and the continuation of directors’ and officers’ liability insurance after the Business Combination;

•        the fact that the Sponsor and CPTK’s officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on CPTK’s behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations;

•        Mr. Chera, CPTK’s former CEO and current chairman, is entitled to repayment of a $1,000,000 amended and restated promissory note, payable on the earlier of December 31, 2026, the closing of a business combination or the winding up of CPTK;

•        the fact that on June 7, 2026, CPTK and FMC, an entity controlled by Mr. Chera, entered into the FMC Engagement Letter, under which FMC will be entitled to receive a cash fee for its services in connection with a debt or equity offering related to the Closing of the Business Combination. Pursuant to the FMC Engagement Letter, FMC will be entitled to receive a portion of a cash fee, which cash fee in the aggregate is equal to 4.5% of the gross proceeds raised in any PIPE offering that provides incremental gross proceeds beyond the Trust Account of CPTK to the Company upon the Closing. The cash fee payable pursuant to the FMC Engagement Letter may all be paid, at FMC’s discretion, in a number of Company Shares equal to the dollar amount of the fee to be paid divided by the price per common share of the Company implied by the terms of the PIPE, provided that such price per common share shall not exceed $10.00;

•        the fact that at the Closing, the BCA Note Investor (an entity affiliated with Mr. Chera) and the F-4 Note Investor (an entity affiliated with Mr. Minnick), both affiliates of CPTK, have been issued promissory notes by the Company which, subject to the receipt of approval from the TSX-V, which has been obtained, entitle them to 12% interest, 9% payable in kind and 3% cash, on the aggregate principal amount of their respective notes, payable on the semiannual date and at the respective maturity date. To date, the BCA Note Investor has received from the Company $7,500 cash and $22,500 has been added to the principal amount of the BCA Note resulting in a BCA Note outstanding principal balance of $522,500. Amounts due under the Notes are to be released in consideration for the issuance by the Company of Company Shares upon the closing of the Business Combination, subject to certain qualifications and exceptions. These Consideration Shares will not be subject to any lock-up or other restrictions set forth in the Business Combination Agreement, with exceptions of limitations applicable by law;

•        the fact that at the Closing, the Company, the Sponsor, the Co-Sponsor, the BCA Note Investor and the F-4 Note Investor and certain of CPTK’s current and former directors and officers will enter into the Registration Rights and Lock-Up Agreement, which, among other things, provide customary registration rights, including piggy-back rights, subject to cooperation and cut-back provisions with respect to the Company Shares held by such parties following the consummation of the Business Combination;

•        the fact that CPTK’s CEO and an affiliated entity of the CEO entered into the June 2025 Letter Agreement with the BCA Note Investor. The June 2025 Letter Agreement includes a put option buyout by CPTK’s CEO and/or an affiliated entity of the CPTK CEO in the event if for any reason whatsoever the BCA Note Investor is entitled to the repayment of the BCA Note (including, without limitation unpaid and accrued interest and other charges owing pursuant to the terms of the BCA Note), and such payment was not timely made by the Company. In addition, the Sponsor has agreed to transfer 250,000 Class B Ordinary Shares to the BCA Note Investor if this business combination closes;

•        the fact that the Sponsor has agreed to transfer 2,500 Class B Ordinary Shares per month for every month that elapses from February 2026 until the consummation of the Business Combination to an unaffiliated third party if the Business Combination closes in consideration for Mr. Chera’s extension of his amended and restated promissory note;

•        the fact that the Sponsor, an affiliate of the Sponsor or CPTK’s officers and directors may, but are not obligated to, provide working capital loans to CPTK. The working capital loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into private placement warrants to purchase shares of Class A Ordinary Shares at a price of $1.50 per warrant. If CPTK completes a business combination, CPTK will repay the working capital loans out of the proceeds of the Trust Account released to the Company. Otherwise, the working capital loans would be repaid only out of funds held outside the Trust Account. In the event that a business combination does not close, CPTK may use a portion of proceeds held outside the Trust Account to repay the working capital loans but no proceeds held in the Trust Account would be used to repay the working capital loans. As of December 31, 2025, approximately $766,897 of working capital loans payable to the Sponsor were outstanding; and

•        the fact that the Sponsor and CPTK’s officers and directors will lose their entire investment in CPTK if an initial business combination is not completed prior to the Business Combination Deadline.

The CPTK Board was aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to CPTK’s shareholders that they approve the Business Combination. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination or to exercise their rights of redemption.

The Company and its officers and directors have financial interests that are different from, or in addition to, the interests of unaffiliated CPTK Shareholders, which could cause the Company to pursue terms in the Business Combination that are less favorable to non-redeeming shareholders; the Company’s directors and officers do not owe a fiduciary duty to CPTK Shareholders. The anticipated continuation of the Company’s existing directors and officers, Messrs. Lemon and Dawes, as directors and officers of the Company, may entitle such directors and officers to receive cash fees, stock options, stock awards, or other renumeration that the Company Board determines to pay them for their services as directors and officers.

Q.     What interests does Jett Capital have in the Business Combination?

A.     In addition to the interests of the Initial Shareholders and CPTK’s current officer and directors in the Business Combination, you should be aware that CPTK’s agent and advisor, Jett Capital Advisors LLC (“Jett Capital”), has financial interests that may conflict with your interests. Jett Capital is serving as the non-exclusive financial advisor to CPTK and is entitled to fees upon the Closing as compensation for its services to CPTK payable as follows:

•        In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are less than $25.0 million, Jett Capital shall receive a transaction fee equal to $2.5 million paid in Company Shares at the Closing.

•        In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to or greater than $25.0 million, but less than $35.0 million, Jett Capital shall receive a transaction fee equal to $4.5 million with $2.5 million of the transaction fee paid in Company Shares at the Closing and $2.0 million of the transaction fee deferred and payable in cash upon close of the first offering completed by Company following the Business Combination.

•        In the event that the proceeds (net of offering fees paid to advisors in the offering(s)) raised in connection with the Business Combination are equal to greater than $35.0 million, Jett Capital shall receive a transaction fee equal to $4.5 million at the Closing, $2.5 million of which will be paid in Company Shares and the remainder paid in cash.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     There are a number of closing conditions in the Business Combination Agreement, including that SPAC Shareholders have approved and adopted the Business Combination Agreement and that no Group Company be in bankruptcy, receivership, administration, corporate rescue, or similar proceedings. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see “The Business Combination Agreement — Closing and Conditions to the Closing.” See also “Risk Factors — Risks Related to CPTK and the Business Combination — There can be no assurance that the Company Shares and the Company Warrants issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing,” “Risk Factors — Risks Related to CPTK and the Business Combination — CPTK or the Company may not be able to complete the Permitted Financing in connection with the Business Combination,” “Summary Risk Factors — CPTK — CPTK may not be able to consummate an initial business combination by the Business Combination Deadline, in which case it would cease all operations except for the purpose of winding up and it would redeem the Class A Ordinary Shares and liquidate, in which case the shareholders of CPTK may only receive $10.00 per share, or less than such amount in certain circumstances, and the SPAC Warrants will expire worthless,” “Summary Risk Factors — CPTK — CPTK or the Company may waive one or more of the conditions to the Business Combination,” and “Risk Factors — Risks Related to CPTK and the Business Combination — Public Warrants are currently quoted on the OTC Markets, and SPAC Units and Class A Ordinary Shares are not currently quoted on

the OTC Markets, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. CPTK’s securities are not recognized as “covered securities” under the National Securities Markets Improvement Act of 1996.”

Q.     Do the Company’s shareholders need to approve the Business Combination?

A.     Yes. Concurrently with the execution and delivery of the Business Combination Agreement, Mkango Resources, SPAC and the Company entered into the Shareholder Support Agreement, pursuant to which, among other things, and subject to the terms and conditions set forth therein, Mkango Resources agreed to (a) vote all Company Shares held by Mkango Resources in favor of the Business Combination Agreement and the Transactions and against any other transactions or proposals intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect, would reasonably be expected to result in the failure of any closing conditions of the Business Combination Agreement or would otherwise result in a breach of any of the representations, warranties, covenants or other obligations or agreements of the parties to the Business Combination Agreement, (b) adopt prior to the Closing a written resolution approving the Business Combination Agreement and the other transaction documents and approving the Business Combination and other Transactions and adopting the Company Organizational Documents to be in effect as of the Closing, (c) take all actions reasonably necessary to consummate the Transactions, and (d) not transfer any Company Shares held by Mkango Resources, subject to certain exceptions. For further information, please see “Certain Agreements Related to The Business Combination — Shareholder Support Agreement.”

Q.     When do you expect the Business Combination to be completed?

A.     It is currently anticipated that the Business Combination will be consummated promptly following the Extraordinary General Meeting which is set for [    ] Eastern time, on [    ], 2026; however, the Extraordinary General Meeting could be adjourned, as described above. For a description of the conditions to the completion of the Business Combination, see “The Business Combination Agreement — Closing and Conditions to the Closing; The Business Combination Agreement — Termination.”

Q.     What happens if the Business Combination Proposal is not approved?

A.     If the Business Combination Proposal is not approved and CPTK does not consummate an initial business combination by the Business Combination Deadline, it will be required to dissolve and liquidate and the SPAC Warrants will expire worthless.

Q.     What happens if I sell my shares of Class A Ordinary Shares before the Extraordinary General Meeting?

A.     The record date for the Extraordinary General Meeting will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Class A Ordinary Shares after the record date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be entitled to receive any Company Shares following the Closing because only CPTK’s shareholders on the date of the Closing will be entitled to receive Company Shares in connection with the Closing.

Q.     Do I have redemption rights?

A.     CPTK will provide Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of CPTK’s initial business combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two (2) Business Days prior to the consummation of CPTK’s initial business combination, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described in the section of this proxy statement/prospectus entitled “Business of CPTK and Certain Information About CPTK — Redemption Rights for Public Shareholders Upon Completion of CPTK’s Initial Business Combination.”

There will be no Redemption Rights upon the completion of CPTK’s initial business combination with respect to SPAC Warrants.

Q.     Is there a limit on the number of shares I may redeem?

A.     A Public Shareholder, together with any of his, her, or its affiliates or any other person with whom he, she or it is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, will be restricted from redeeming in the aggregate his, her, or its Public Shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding shares of Class A Ordinary Shares.

Q.     Will how I vote affect my ability to exercise Redemption Rights?

A.     No. Each Public Shareholder may elect to redeem its SPAC Ordinary Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Q.     How do I exercise my Redemption Rights?

A.     In order to exercise your Redemption Rights, you must, prior to 5:00 p.m. Eastern time on [    ], 2026 (two (2) Business Days before the Extraordinary General Meeting):

•        Submit a request in writing that CPTK redeem your Class A Ordinary Shares for cash to Continental, CPTK’s transfer agent; and

•        Deliver your Class A Ordinary Shares either physically or electronically through DTC to Continental.

The address of Continental is listed under the question “Who can help answer my questions?” below.

Public Shareholders seeking to exercise their Redemption Rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from Continental. It is CPTK’s understanding that Public Shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, CPTK does not have any control over this process, and it may take longer than one week. Public Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Class A Ordinary Shares as described above, your shares will not be redeemed.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn unless the CPTK Directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). You may make such request by contacting CPTK’s proxy solicitor at the phone number or address listed under the question “Who can help answer my questions?” below.

Q.     What are the U.S. federal income tax consequences of exercising my Redemption Rights?

A.     In the event that a U.S. holder’s SPAC Ordinary Shares are redeemed for cash pursuant to the exercise of Redemption Rights, the treatment of the redemption for U.S. federal income tax purposes depends on whether the transaction qualifies as a sale of such stock or whether the U.S. holder will be treated as receiving a corporate distribution. See “Material U.S. Federal Income Tax Considerations — U.S. Holders Exercising Redemption Rights with Respect to SPAC Ordinary Shares.”

Q.     If I hold SPAC Warrants, can I exercise redemption rights with respect to my SPAC Warrants?

A.     No. There will be no Redemption Rights upon the completion of CPTK’s initial business combination with respect to SPAC Warrants.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     Holders of SPAC Ordinary Shares may have appraisal rights in connection with the Merger. The Cayman Islands Companies Act prescribes when shareholder appraisal or dissenters’ rights will be available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights under the Cayman Islands Companies Act”.

Q.     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) SPAC Shareholders who properly exercise their Redemption Rights and (ii) expenses incurred by the Company and CPTK in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Company following the Business Combination.

Q.     What do I need to do now?

A.     CPTK urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the financial statements and the annexes, and to consider how the Business Combination will affect you as a SPAC Shareholder and/or SPAC Warrant holder. SPAC Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your SPAC Ordinary Shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.     How do I vote?

A.     If you are a holder of record, there are three ways to vote your SPAC Ordinary Shares at the Extraordinary General Meeting:

•        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your SPAC Ordinary Shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable Extraordinary General Meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your SPAC Ordinary Shares, your SPAC Ordinary Shares will be voted as recommended by the CPTK Board. With respect to the Proposals, that means: “FOR” the Business Combination Proposal, “FOR the Merger Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Non-Binding Governance Proposals, and “FOR” the Adjournment Proposal.

•        You can vote over the internet prior to the Extraordinary General Meeting by visiting www.proxyvote.com and entering the 12-digit meeting control number that is printed on your proxy card. You may vote by internet until the polls are closed during the Extraordinary General Meeting.

•        You can attend the Extraordinary General Meeting and vote in person online. However, if your SPAC Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your SPAC Ordinary Shares.

Q.     How many votes do I have?

A.     SPAC Shareholders are entitled to one vote at the Extraordinary General Meeting for each share of SPAC Ordinary Shares held of record as of the record date. As of the close of business on the record date for the Extraordinary General Meeting, there were 7,383,822 SPAC Ordinary Shares outstanding, of which 483,822 are Class A Ordinary Shares and 6,900,000 are Class B Ordinary Shares.

Q.     What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

A.     Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on a particular Proposal.

Q.     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.     If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the Extraordinary General Meeting.

Q.     How can I attend the Extraordinary General Meeting?

A.     As a registered SPAC Shareholder, you received a proxy card from Continental. The form contains instructions on how to attend the Extraordinary General Meeting including the URL address [    ], along with your 12-digit control number. You will need your control number for access. If you do not have your control number, contact Continental at the phone number or e-mail address below. Beneficial investors who hold SPAC Ordinary Shares through a bank, broker or other intermediary, will need to contact them and obtain a legal proxy. Once you have your legal proxy, contact Continental to have a control number generated. Continental contact information is as follows: (917) 262-2373, or proxy@continentalstock.com.

If you do not have internet capabilities, you can listen to the Extraordinary General Meeting by dialing: [        ] (toll-free) within the U.S. and Canada, or [        ] (standard rates apply) outside of the U.S. and Canada. When prompted, enter the pin number [    ]#. This is a listen-only option, and you will not be able to vote or enter questions during the Extraordinary General Meeting.

Q.     Do I need to attend the Extraordinary General Meeting in person online to vote my shares?

A.     No. You can vote over the internet prior to the Extraordinary General Meeting by visiting [    ] and entering the 12-digit meeting control number that is printed on your proxy card. You may vote by internet until the polls are closed during the Extraordinary General Meeting. Your vote is important. CPTK encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.     If I am not going to attend the Extraordinary General Meeting, should I return my proxy card instead?

A.     Yes. Even if you plan to attend the Extraordinary General Meeting, it is strongly recommended you complete and return your proxy card before the Extraordinary General Meeting, to ensure that your shares will be represented at the Extraordinary General Meeting if you are unable to attend.

Q.     If my SPAC Ordinary Shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. CPTK believes the Proposals presented to CPTK Shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your SPAC Ordinary Shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your SPAC Ordinary Shares is referred to as a “broker non-vote.”

Q.     How do I change or revoke my vote after I have voted?

A.     You may change your vote by submitting another proxy by telephone or mail or through the Internet in accordance with the instructions on the accompanying proxy card or by attending the Extraordinary General Meeting and voting. You also may revoke your proxy by sending a notice of revocation to our Secretary at Crown PropTech Acquisitions, 40 West 57th Street, 29th Floor, New York, NY 10019, which must be received by our Secretary prior to the Extraordinary General Meeting.

Please note, however, that if on the record date, your SPAC Ordinary Shares were held not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. If your SPAC Ordinary Shares are held in street name, and you wish to attend the Extraordinary General Meeting and vote, you must follow the instructions included with the enclosed proxy card.

Q.     What should I do if I receive more than one set of voting materials?

A.     You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your SPAC Ordinary Shares are registered in more than one name or are registered in different accounts. For example, if you hold your SPAC Ordinary Shares in more

than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold your SPAC Ordinary Shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your SPAC Ordinary Shares.

Q.     What is the quorum requirement for the Extraordinary General Meeting?

A.     A quorum of shareholders is necessary to hold a valid meeting. Holders of a majority of the SPAC Ordinary Shares being individuals present in person (including virtually) or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall constitute a “quorum.”

Your SPAC Ordinary Shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the meeting. Abstentions will be counted towards the quorum requirement. In the absence of a quorum, the chair of the meeting has the power to adjourn the meeting. As of the record date for the meeting, 3,695,904 SPAC Ordinary Shares would be required to achieve a quorum.

Q.     What happens to the SPAC Warrants I hold if I vote my SPAC Ordinary Shares against approval of the Business Combination Proposal and validly exercise my Redemption Rights?

A.     Properly exercising your Redemption Rights as a SPAC Shareholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your SPAC Warrants, and if CPTK does not otherwise consummate an initial business combination by the Business Combination Deadline or obtain the SPAC Shareholders’ Approval to extend the deadline for CPTK to consummate an initial business combination, CPTK will be required to dissolve and liquidate, and your SPAC Warrants will expire worthless.

Q.     How do the Sponsors intend to vote on the Proposals?

A.     The Sponsors, Anchor Investor, CPTK’s current directors and certain former directors and advisors who are party to the Sponsor Support Agreement have agreed to vote any SPAC Ordinary Shares owned by them in favor of the Business Combination, including their shares of Class B Ordinary Shares. As of the record date, such Sponsors, Anchor Investor, CPTK’s current directors and certain former directors and advisors beneficially own an aggregate of approximately 6,900,000 shares, or 100% of the outstanding shares of Class B Ordinary Shares, of which 6,060,000 shares, or 88% of the outstanding shares of Class B Ordinary Shares are beneficially owned by the Sponsors and CPTK’s current officer and directors.

The Sponsors and CPTK’s directors, officers, advisors, or any of their respective affiliates may purchase SPAC Units, shares of Class A Ordinary Shares or SPAC Warrants or a combination thereof in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. If the Sponsors or their affiliates engage in such transactions prior to the completion of the Business Combination, the purchase will be at a price no higher than the price offered through the redemption process. Any such securities purchased by the Sponsors or their affiliates, or any other third party that would vote at the direction of the Sponsors or their affiliates, will not be voted in favor of approving the Business Combination. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase SPAC Units, shares of Class A Ordinary Shares or SPAC Warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the Company or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgement that such shareholder, although still the record holder of SPAC Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights.

In the event that the Sponsors and CPTK’s directors, officers, advisors, or any of their affiliates purchase shares of Class A Ordinary Shares in privately negotiated transactions from Public Shareholders of CPTK who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares of Class A Ordinary Shares. The Sponsors and their affiliates have entered into an agreement with CPTK, pursuant to which they have agreed to waive their redemption rights with respect to their shares of Class B Ordinary Shares and Class A Ordinary Shares.

Q.     Who can help answer my questions?

A.     If you have questions about the Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:

Sodali & Co.

333 Ludlow St., 5th Floor

Stamford, CT 06902

Tel: (203) 658-9400

Email: CPTK.info@investor.sodali.com

You may also contact CPTK at:

Attn: Michael Minnick, Chief Executive Officer

Crown PropTech Acquisitions

40 West 57th Street, 29th Floor

New York, NY 10019

Tel: (212) 796-4796

To obtain timely delivery, SPAC Shareholders and SPAC Warrant holders must request the materials no later than five (5) Business Days prior to the Extraordinary General Meeting.

You may also obtain additional information about CPTK from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

If you intend to seek redemption of your SPAC Ordinary Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Continental prior to 5:00 p.m., New York time, on the second Business Day prior to the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, New York 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

RISK FACTORS

In addition to the other information contained in (or incorporated by reference into) this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the Company’s business, reputation, revenue, financial condition, results of operations, and future prospects, in which event the market price of the Company Shares could decline, and you could lose part or all of your investment. Unless otherwise indicated, reference in this section and elsewhere in this proxy statement/prospectus to the Company’s business being adversely affected, negatively impacted, or harmed will include an adverse effect on, or a negative impact or harm to, the business, reputation, financial condition, results of operations, revenue, and future prospects of the Company.

References in this section to “we,” “our,” “us” or “the Company” generally refer to CPTK or Mkango Rare Earths Limited, depending on the context.

Risks Related to CPTK and the Business Combination

Directors and officers of CPTK, the Sponsors and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the CPTK Shareholders generally.

When you consider the recommendation of the CPTK Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and CPTK’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the CPTK Shareholders generally. These interests include, among other things:

•        Our Sponsor purchased 5,662,000 Class B Ordinary Shares for $20,514, or approximately $0.004 per share from the Co-Sponsor. The Sponsor is controlled by Michael Minnick, CPTK’s Chief Executive Officer. Mr. Minnick has an economic interest in 5,662,000 Class B Ordinary Shares, or approximately 82.1%, of the Class B Ordinary Shares held by the Sponsor. The total includes 2,206,515 shares that would be transferred at Closing pursuant to non-redemption agreements, of which 450,000 Class B Ordinary Shares would be transferred to the Anchor Investor and the remainder would be transferred to several unaffiliated third parties. Our Co-Sponsor beneficially owns 298,000 Class B Ordinary Shares. The Co-sponsor is controlled by Richard Chera, CPTK’s Chairman. Two out of three of the current directors of CPTK have economic interests in the Class B Ordinary Shares.

•        Our Sponsor purchased 250,667 Private Warrants for approximately $1,203.21, or $0.005 per Private Warrant. The Sponsor is controlled by Michael Minnick, Chief Executive Officer. Mr. Minnick has an economic interest in 250,667 Private Warrants, or approximately 100% of the Private Warrants held by the Sponsor. Our Co-Sponsor beneficially owns 3,760,000 Private Warrants which were purchased for $1.50 per warrant. The Sponsors have a direct or indirect economic interest in such Private Warrants. The 250,667 Company Warrants that the Sponsor will hold following the Business Combination, if unrestricted and freely tradable, would have had an aggregate market value of approximately $12,533 based upon the closing price of $0.05 per Public Warrant on the OTC Markets on March 19, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that the Company Warrants will be subject to lock-up restrictions, we believe such warrants have less value.

•        Given the differential in the purchase price that the Sponsor paid for the Class B Ordinary Shares as compared to the price of the Class A Ordinary Shares included in the SPAC Units sold in the IPO, the Sponsors and other Initial Shareholders may earn a positive rate of return on its investment even if the Company Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors and other Initial Shareholders will realize a gain on their investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        Our Sponsors will lose their entire investment in us if we do not complete a business combination by March 11, 2027 (or if such date is extended at a duly called meeting of the Public Shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten (10) Business Days thereafter, CPTK will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless. In such event, the 5,662,000 shares owned by the Sponsor (including 2,206,515 Class B Ordinary Shares subject to non-redemption agreements) and 298,000 shares owned by the Co-Sponsor of Class B Ordinary Shares would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 250,667 Private Warrants that the Sponsor paid $1,203.21 to purchase will expire worthless.

•        CPTK’s Sponsor, officers and directors have agreed not to redeem any of the Class B Ordinary Shares or Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        In connection with the Closing, our Sponsors, officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to CPTK.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, our Sponsors, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by CPTK from time to time, made by our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, an aggregate of approximately $766,897 of reimbursable out-of-pocket expenses were outstanding.

•        Pursuant to the registration rights agreement among CPTK, Crown PropTech Sponsor and the Anchor Investors dated February 8, 2021 (the “Registration Rights Agreement”), CPTK’s officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the Company Shares and the Company Warrants held by such parties following the consummation of the Business Combination.

•        Pursuant to the FMC Engagement Letter, FMC, an entity controlled by Mr. Chera, will be entitled to receive a cash fee for its services in connection with a debt or equity offering related to the Closing of the Business Combination. FMC will be entitled to receive a portion of a cash fee, which cash fee in the aggregate is equal to 4.5% of the gross proceeds raised in any PIPE offering that provides incremental gross proceeds beyond the Trust Account of CPTK to the Company upon the Closing. The cash fee payable pursuant to the FMC Engagement Letter may all be paid, at FMC’s discretion, in a number of Company Shares equal to the dollar amount of the fee to be paid divided by the price per common share of the Company implied by the terms of the PIPE, provided that such price per common share shall not exceed $10.00;

As a result of the foregoing interests, the Sponsor and CPTK’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders. In the aggregate, the Sponsor has approximately $36.7 million at risk that depends upon the completion of a business combination. Such amount consists of (a) approximately $36.7 million representing the value of the Class B Ordinary Shares held by the Sponsor (net of 2,206,515 shares that would be transferred at Closing pursuant to non-redemptions agreements, 250,000 shares that would be transferred at Closing pursuant to the June 2025 Letter Agreement, 5,000 Class B Ordinary Shares to be transferred by the Sponsor in connection with the execution of the Third A&R Note, and 50,000 shares that will have been transferred to a board member and based upon the estimated closing price of $10.00 per share, and (b) $12,533 representing the value of the Private Warrants purchased by the Sponsor (based upon the closing price of $0.05 per Public Warrant on the OTC Markets on March 19, 2026).

The existence of financial and personal interests of one or more of CPTK’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CPTK and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

The financial and personal interests of the Sponsor, as well as CPTK’s directors and officers, may have influenced their motivation in identifying and selecting the Company as a business combination target, completing an initial business combination with the Company and influencing the operation of the business following the initial business combination. In considering the recommendations of the CPTK Board to vote for the Shareholder Proposals, its shareholders should consider these interests.

The Sponsor and CPTK’s directors and officers have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

As of the Record Date, our Sponsor owned approximately 76.6% of our issued and outstanding ordinary shares. Our Sponsor, officers and directors also may from time to time purchase Public Shares prior to our initial business combination. The SPAC Charter provides that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of CPTK including the Class B Ordinary Shares. As a result, no affirmative votes from other Public Shareholders would be required to approve the Business Combination. Accordingly, the agreement by our Sponsor and officers and directors will cause us to receive an ordinary resolution, being the requisite shareholder approval for the Business Combination.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

We do not know how many Public Shareholders may exercise their redemption rights. If a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to the Company following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by the SPAC Charter. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time our Public Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public Shares in the open market.

The Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on the Business Combination and reduce the public “float” of the Public Shares or Public Warrants.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material non-public information regarding CPTK or its securities, CPTK’s officers and directors and/or their affiliates may enter into a written plan to purchase CPTK’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time at or prior to the extraordinary general meeting, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions; however, certain parties have entered into non-redemption agreements in connection with prior SPAC extension meetings as disclosed elsewhere in this proxy statement/prospectus. None of the funds in the Trust Account will be used to purchase Public Shares or warrants in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the Condition Precedent Proposals, (2) reduce the number of Public Warrants outstanding or (3) increase the amount of cash available to the Company following the Business Combination. Any such purchases of our securities may result in the completion of the Business Combination which may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of CPTK and the Company securities may be reduced and the number of beneficial holders of CPTK and the Company securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates anticipate that they may identify the securityholders with whom they may pursue privately negotiated transactions by either the securityholders contacting CPTK or the Company directly or by CPTK’s receipt of redemption requests submitted by shareholders (in the case of Public Shares) following the mailing of the proxy materials in connection with the Business Combination. The Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates will select which securityholders to purchase securities from based on the negotiated price and number of securities and any other factors that they may deem relevant, and will be restricted from purchasing securities if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. To the extent that the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or warrants, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        this proxy statement/prospectus discloses the possibility that the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants outside the redemption process, along with the purpose of such purchases;

•        if the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates;

•        the impact, if any, of the purchases by the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, CPTK’s or the Company’s directors, managers, officers, advisors and their affiliates; and

•        the number of Public Shares for which CPTK has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may have a depressive effect on the price of the Company Shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.

Information regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

CPTK cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to the Company’s business, including any material omissions or misstatements contained in the Registration Statement or this proxy statement/prospectus relating to the Business Combination, than an investor in an underwritten initial public offering.

Even though CPTK conducted due diligence on the Company, this diligence may not have surfaced all material issues with the Company, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of the Company’s and outside of CPTK’s or the Company’s control may later arise.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event the Company pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the Company Shares that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on the Company’s financial condition, results of operations and the share price of the Company Shares, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

CPTK is not obtaining an opinion from an independent valuation provider, and consequently, you have no assurance from an independent source that the Business Combination is fair to CPTK from a financial point of view.

The CPTK Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The CPTK Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The CPTK Board also determined, without seeking a valuation from a financial advisor, that the Company’s fair market value was at least 80% of CPTK’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the CPTK Board as described above in valuing the Company’s business and assuming the risk that the CPTK Board may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead to an increased number of shareholders to vote against the proposed Business Combination or demand redemption of their shares for cash, which could potentially impact CPTK’s ability to consummate the Business Combination.

CPTK (or the Company) will not have any right to make damage claims against the Company for the breach of any representation, warranty or covenant made by the Company in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. As a result, CPTK (or the Company) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by the Company at the time of the Business Combination.

Subsequent to the consummation of the Business Combination, the Company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Company’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although CPTK has conducted due diligence on the Company, CPTK cannot assure you that this diligence revealed all material issues that may be present in the Company, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of CPTK’s or the Company’s control will not later arise. As a result, the Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with CPTK’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that the Company reports charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause the Company to violate net worth or other covenants to which it may be subject. Accordingly, any CPTK shareholder who chooses to remain a Shareholder of the Company following the Business Combination could suffer a reduction in the value of their shares. Such Shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by CPTK’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

The Company has limited operating or financial history and its results of operations may differ significantly from the unaudited pro forma financial data included in this proxy statement.

The Company has limited operating history and no revenues. This proxy statement/prospectus includes unaudited pro forma condensed consolidated combined financial statements for the Company. The unaudited pro forma condensed consolidated combined statements of profit or loss of the Company combines the historical audited financial statements of CPTK and the Company for the year ended December 31, 2025, and gives pro forma effect to the Business Combination as if it had been consummated on January 1, 2025.

The unaudited pro forma condensed consolidated combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation, and reflect limited historical financial data. Therefore, the unaudited pro forma condensed consolidated combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Company. Accordingly, the Company’s business, assets, cash flows, results of operations, and financial condition may differ significantly from those indicated by the unaudited pro forma condensed consolidated combined financial statements included in this proxy statement/prospectus. For more information, please see “Unaudited Pro Forma Condensed Consolidated Combined Financial Information.”

CPTK or the Company may not be able to complete the Permitted Financing in connection with the Business Combination.

CPTK or the Company may not be able to complete the Permitted Financing on terms that are acceptable to it, or at all. If CPTK or the Company does not complete the Permitted Financing, the parties may not be able to complete the Business Combination. The terms of any alternative financing may be more onerous to CPTK or the Company than the Permitted Financing, and CPTK or the Company may be unable to obtain alternative financing on terms that are acceptable to it, or at all. If CPTK or the Company does not complete the Permitted Financing, and does not obtain alternative financing, the parties may not be able to complete the Business Combination. The Business Combination Agreement includes a Minimum Cash Condition requiring Available Net SPAC Cash to equal no less than $5.0 million. Available Net SPAC Cash will depend on the cash remaining in CPTK’s trust account after redemptions and the proceeds actually received from any Permitted Financing or other alternative financing. If redemptions are significant and Permitted Financing is not consummated in a sufficient amount, the Minimum Cash Condition may not be satisfied. If the Minimum Cash Condition is not satisfied and is not waived, the parties may not be obligated to consummate the Business Combination. CPTK and the Company may need to seek additional financing, renegotiate the transaction, or terminate the Business Combination Agreement, any of which could delay or prevent the Closing. Further, the failure to secure additional financing could have a material adverse effect on the continued development or growth of the Company. None of the Company’s officers, directors, or Shareholders is required to provide any financing to it in connection with or after the Business Combination.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or the Company’s future results.

This proxy statement/prospectus contains projections, forecasts, financial outlook and other future-oriented financial information prepared by the Company. None of the statements regarding valuation of the Companies, nor the projections and forecasts included in this proxy statement/prospectus on which such valuation statements are based, have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of the Company and CPTK and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of the Company’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: changing content consumption patterns, an evolving competitive landscape, successful management and retention of key personnel and artistic talent, unexpected expenses and general economic conditions, and the various assumptions and risks underlying such projections stated in the section of this proxy statement/prospectus titled “The Business Combination — Certain Unaudited Company Prospective Financial Information.” As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

There can be no assurance that the Company Shares and the Company Warrants issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.

CPTK intends to apply to list the Company Shares and the Company Warrants on Nasdaq under the proposed symbols “MKAR” and “MKARW”, respectively, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), CPTK is required to cause the Company Shares issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business

Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our extraordinary general meeting, we may not have received from Nasdaq either confirmation of the listing of the Company Shares and the Company Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the Company securities would not be listed on any nationally recognized securities exchange.

The Company is expected to be a “controlled company” under Nasdaq rules and able to rely on exemptions from certain corporate governance requirements that could adversely affect the Company’s public shareholders.

Upon the Closing of the Business Combination, Mkango Resources is expected to control approximately 78.7% of Company Shares, assuming (for illustrative purposes) a No Redemption Scenario. For additional information, see the Company’s beneficial ownership table under “Security Ownership of Certain Beneficial Owners and Management.” Therefore, the Company is expected to qualify as a “controlled company” under the Nasdaq rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent and the requirement that the compensation committee and nominating and corporate governance committee of the Company consist entirely of independent directors. If the Company decides to rely on exemptions applicable to controlled companies under the Nasdaq rules, its public shareholders will not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq corporate governance requirements.

Concentration of ownership after the Business Combination may have the effect of delaying or preventing a change in control.

It is anticipated that, following the completion of the Business Combination and assuming (for illustrative purposes) a No Redemption Scenario and the issuance of 2.3 million shares of Class A Ordinary Shares pursuant to the PIPE Investment, CPTK’s existing Shareholders, including the Sponsors, will have an ownership interest of 13% of Company Shares, with Mkango Resources controlling approximately 79%. As a result, Mkango Resources is expected to have the ability to determine the outcome of corporate actions requiring Company shareholder approval, including elections of the Company Board. This concentration of ownership may have the effect of delaying or preventing a change in control and might adversely affect the market price of the Company’s securities. See “Unaudited Pro Forma Condensed Consolidated Combined Financial Information” for further information.

There is substantial doubt about our ability to continue as a going concern.

As of December 31, 2025, CPTK had $425 in its operating bank account, and working capital deficiency of $5,297,042. Further, we have incurred and expect to continue to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital are discussed in the section of this proxy statement/prospectus entitled “CPTK Management’s Discussion and Analysis of Financial Condition and Results of Operations”. If we are unable to raise additional funds to alleviate liquidity needs and complete the Business Combination or another initial business combination by March 11, 2027 (or if such date is extended at a duly called meeting of the CPTK shareholders, such later date), then we will be forced to, as promptly as reasonably possible but not more than ten (10) Business Days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless. Our liquidity condition raises substantial doubt about our ability to continue as a going concern. The financial statements of CPTK contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern.

The Company may not be able to timely and effectively implement internal controls and procedures required by Section 404 of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is completed.

Upon completion of the Business Combination, the Company will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that the Company include a report from management on the effectiveness of the Company’s internal control over financial reporting in the Company’s annual report on Form 20-F beginning with the Company’s annual report in the Company’s second annual report on Form 20-F after becoming a public company. In addition, once the Company ceases to be an “emerging growth company” as such term is defined in the JOBS Act, the Company’s independent registered public accounting firm must attest to and report on the effectiveness of the Company’s internal control over financial reporting. Moreover, even if the Company’s management concludes that the Company’s internal control over financial reporting is effective, the Company’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with the Company’s internal controls or the level at which the Company’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from the Company. In addition, after the Company becomes a public company, the Company’s reporting obligations may place a significant strain on the Company’s management and operational and financial resources and systems for the foreseeable future. The Company may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing the Company’s internal control procedures, in order to satisfy the requirements of Section 404, the Company may identify weaknesses and deficiencies in the Company’s internal control over financial reporting. If the Company fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, the Company may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if the Company fails to achieve and maintain an effective internal control environment, it could result in material misstatements in the Company’s financial statements and could also impair the Company’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the Company’s businesses, financial condition, results of operations, and prospects, as well as the trading price of the Company Shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose the Company to increased risk of fraud or misuse of corporate assets and subject the Company to potential delisting from the stock exchange on which the Company lists, regulatory investigations, and civil or criminal sanctions. The Company may also be required to restate its financial statements from prior periods.

After the Company is no longer an “emerging growth company,” the Company may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

The Company will qualify as an “emerging growth company” within the meaning of the Securities Act and the Exchange Act, and if it takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make the Company’s securities less attractive to investors and may make it more difficult to compare the Company’s performance to the performance of other public companies.

The Company will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, the Company will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and (c) exemptions from the requirements to hold a nonbinding advisory votes on executive compensation and to obtain shareholder approval of any golden parachute payments not previously approved. As a result, the Company’s shareholders may not have access to certain information they may deem important. The Company will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which the Company has total annual gross revenue of at least $1.235 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of Company Shares that are held by non-affiliates exceeds $700.0 million as of the prior June 30, and (2) the date on which the Company has issued more than $1.0 billion in non-convertible debt during the prior three-year period. CPTK cannot predict

whether investors will find the Company’s securities less attractive because it will rely on these exemptions. If some investors find the Company’s securities less attractive as a result of the Company’s reliance on these exemptions, the trading prices of the Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the Company’s securities and the trading prices of the Company’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside of the Trust Account; or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, CPTK files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in CPTK’s bankruptcy estate and subject to the claims of third parties with priority over the claims of CPTK’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by CPTK’s shareholders in connection with our liquidation may be reduced.

If, after CPTK distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the CPTK Board may be viewed as having breached their fiduciary duties to CPTK’s creditors, thereby exposing the members of the CPTK Board and CPTK to claims of punitive damages.

If, after CPTK distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by CPTK’s shareholders. In addition, the CPTK Board may be viewed as having breached its fiduciary duty to CPTK’s creditors and/or having acted in bad faith, thereby exposing itself and CPTK to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

The SEC has recently issued final rules to regulate special purpose acquisition companies. Certain of the procedures that we may determine to undertake in connection with such rules may increase our costs and the time needed to complete the Business Combination or any other initial business combination and may constrain the circumstances under which we could complete the Business Combination, or any other initial business combination.

On January 24, 2024, the SEC issued final rules (the “2024 SPAC Rules”), effective as of July 1, 2024, that formally adopted some of the SEC’s proposed rules for special purpose acquisition companies (“SPACs”) that were released on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements for business combination transactions between SPACs such as us and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings; increase the potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject to regulation under the Investment Company Act . The 2024 SPAC Rules may materially adversely affect our business, including our ability to complete, and the costs associated with, the Business Combination, or any other initial business combination, and results of operations.

Certain of the procedures that we may determine to undertake in connection with the 2024 SPAC Rules, or pursuant to the SEC’s views expressed in the 2024 SPAC Rules, may increase the costs and time of completing the Business Combination, or any other initial business combination, and may make it more difficult to complete such transaction.

If CPTK is deemed to be an investment company under the Investment Company Act, it may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for CPTK to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

If CPTK is deemed to be an investment company under the Investment Company Act, its activities may be restricted, including:

•        restrictions on the nature of its investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for it to complete the Business Combination, or any other initial business combination.

In addition, CPTK may have imposed upon it burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that it is not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless CPTK can qualify for an exclusion, it must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of its assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. CPTK’s business is to identify and complete an initial business combination, such as the Business Combination, and thereafter to operate the post-transaction business or assets for the long term. CPTK does not plan to buy businesses or assets with a view to resale or profit from their resale. CPTK does not plan to buy unrelated businesses or assets or to be a passive investor.

In 2024, the SEC provided guidance that the determination of whether a SPAC, like CPTK, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to CPTK it does not believe that its principal activities will subject it to the Investment Company Act. To this end, CPTK was formed for the purpose of

completing an initial business combination with one or more businesses, such as the Business Combination with the Company. Since its inception, its business has been and will continue to be focused on identifying and completing the Business Combination with the Company, or another initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, CPTK does not plan to buy businesses or assets with a view to resale or profit from their resale and it does not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), CPTK intends to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in CPTK’s securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of CPTK’s initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the SPAC Charter (A) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of our Public Shares if it does not complete its initial business combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the Completion Window, CPTK’s return of the funds held in the Trust Account to our Public Shareholders as part of CPTK’s redemption of the Public Shares. If CPTK does not invest the proceeds as described above, it may be deemed to be subject to the Investment Company Act.

If CPTK was deemed to be an investment company for purposes of the Investment Company Act, it would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which it has not allotted funds and may hinder our ability to complete the Business Combination or any other initial business combination. CPTK may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. In which case, CPTK’s investors would not be able to realize the potential benefits of owning shares in a successor operating business, including the potential appreciation in the value of its securities following such a transaction, and the SPAC Warrants would expire worthless. Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that CPTK could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

CPTK’s shareholders may be held liable for claims by third parties against CPTK to the extent of distributions received by them upon redemption of their shares.

If CPTK is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, CPTK was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by CPTK’s shareholders. Furthermore, CPTK’s directors may be viewed as having breached their fiduciary duties to CPTK or its creditors and/or may have acted in bad faith, thereby exposing themselves and CPTK to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. CPTK cannot assure you that claims will not be brought against it for these reasons. CPTK and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of CPTK’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

Public Warrants are currently quoted on the OTC Markets, and SPAC Units and Class A Ordinary Shares are not currently quoted on the OTC Markets, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. CPTK’s securities are not recognized as “covered securities” under the National Securities Markets Improvement Act of 1996.

Public Warrants are currently quoted on the OTC Markets. SPAC Units and Class A Ordinary Shares are not currently quoted on the OTC Markets. As a result, CPTK could face significant material adverse consequences, including (i) limited availability of market quotations for CPTK securities, (ii) reduced liquidity for CPTK securities, (iii) a determination that Class A Ordinary Shares is a “penny stock” which will require brokers trading in Class A Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for CPTK securities as described in more detail below, (iv) a limited amount of news and analyst coverage in the future, (iv) institutional investors losing interest in CPTK securities, (v) subjection to Shareholder litigation, (vi) a decreased ability to issue additional securities or obtain additional financing in the future, and (vii) making CPTK a less attractive acquisition vehicle to a target business in connection with an initial business combination.

In addition, the National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. CPTK’s securities are not recognized as covered securities, and CPTK is subject to regulation in each state in which CPTK offers its securities.

Trading on the OTC Markets is volatile and sporadic, which could depress the market price of SPAC Units, Class A Ordinary Shares and Public Warrants and make it difficult for CPTK’s securityholders to resell their securities. The markets for SPAC Units, Class A Ordinary Shares and Public Warrants are limited and persons who purchase SPAC Units, Class A Ordinary Shares and Public Warrants may not be able to resell their securities at or above the purchase price paid by them.

Trading in securities quoted on the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with CPTK’s operations or business prospects. This volatility could depress the market prices of CPTK’s securities for reasons unrelated to operating performance. Moreover, the OTC Markets are not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading of securities listed on stock exchanges like Nasdaq or the New York Stock Exchange. The OTC Markets are not liquid markets. There is currently no public market for the SPAC Units and Class A Ordinary Shares and only a limited public market for Public Warrants. CPTK cannot assure you that an active public market for SPAC Units, Class A Ordinary Shares and Public Warrants will develop or be sustained in the future. If active markets for SPAC Units, Class A Ordinary Shares and Public Warrants do not develop or are not sustained, their prices may decline. These factors may result in investors having difficulty reselling any SPAC Units, Class A Ordinary Shares and Public Warrants.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the Public Shares, you may lose the ability to redeem all such shares in excess of 15% of our Public Shares.

The SPAC Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other Person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “Excess Shares”, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our SPAC Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2027 (or if such date is extended at a duly called meeting of the CPTK shareholders, such later date) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by March 11, 2027 (or if such date is extended at a duly called meeting of the CPTK shareholders, such later date), subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a Shareholder may be able to sell its Company Shares in the future following the completion of the Business Combination (or shares received or retained in connection with any alternative business combination) is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in the Company’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of the Company Shares after the consummation of the Business Combination, and a Shareholder may not be able to sell its the Company Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

The net cash available to the Company from the Trust Account and the financings described in this proxy statement/prospectus in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the Company Shares to be issued to the Company Shareholders.

In recent litigation following the closing of other “deSPAC” transactions, plaintiffs have alleged that it was a material omission for the SPAC not to have disclosed in its proxy statement/prospectus that the “net cash per public share” of the SPAC was materially below the price per share ascribed to the combined company’s shares to be issued to the target shareholders in the business combination. While such litigation has been brought against Delaware SPACs in Delaware courts (and CPTK is a Cayman Islands exempted company), and without acknowledging the relevance of the net cash per share information or the merits of any such claim, Public Shareholders should be aware that the net cash available to the Company from the Trust Account and the financings described in this proxy statement/prospectus in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the Company Shares to be issued to the Company Shareholders due to the expenses attributable to CPTK, dilution from the 6,900,000 Company Shares that will be issued upon conversion of the Class B Ordinary Shares.

For additional information, including calculations of the net cash available from the Trust Account per Public Share and calculations of the net tangible book value per share see the sections of this proxy statement/prospectus entitled “Questions and Answers For Shareholders of CPTK — What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?” and “Summary of the Proxy Statement/Prospectus — Dilution”.

If a Public Shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

Pursuant to the SPAC Charter, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through SPAC Units and elect to separate your SPAC Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that CPTK redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [    ] p.m., Eastern Time, on [    ], 2026 (two (2) Business Days before the initial scheduled date of the extraordinary general meeting) in order for their Public Shares to be redeemed. Any Public Shareholders who fail to properly elect to redeem their Public Shares and deliver their Public Shares in the manner described above will not be entitled to have her or his shares redeemed. See the section entitled “The Extraordinary General Meetings — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the SPAC Charter, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the SPAC Charter, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Islands Companies Act. In that case, investors may be forced to wait beyond the end of the Completion Window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Business Combination or another initial business combination prior thereto and only then in cases where investors have properly sought to redeem their Public Shareholders. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Business Combination or another initial business combination.

The completion of the Business Combination is subject to certain closing conditions, including satisfaction of all closing conditions in the Business Combination Agreement, and any such conditions may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions, including those included in the Business Combination Agreement. The timing and completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by CPTK’s shareholders is not obtained and failure to obtain approval for listing of the Company Shares on Nasdaq, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Closing and Conditions to Closing”), or that other Closing conditions are not satisfied.

If CPTK does not complete the Business Combination, CPTK could be subject to various risks, including:

•        the parties may be liable for damages to one another under certain circumstances pursuant to the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of the Class A Ordinary Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of CPTK management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The exercise of CPTK’s management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the CPTK shareholders’ best interest.

In the period leading up to the Closing, events may occur that may require CPTK to agree to amend the Business Combination Agreement, to consent to certain actions taken by the Company, or to waive rights that CPTK is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of the Company’s business, a request by the Company to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on the Company’s business. In any of such circumstances, it would be at CPTK’s discretion, acting through the CPTK Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for CPTK and CPTK’s shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, CPTK does not believe there will be any changes or waivers that CPTK management would be likely to make after shareholder approval has been obtained. While certain changes could be made without further approval of CPTK’s shareholders, CPTK will circulate a new or amended proxy statement/prospectus and re-solicit its shareholders if changes to the terms of the transaction that would have a material impact on CPTK’s shareholders are required prior to the vote on the Business Combination Proposal.

CPTK may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on CPTK’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect CPTK’s and the Company’s respective businesses, financial condition and results of operation.

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

The Company will have the ability to redeem outstanding Company Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of Company Shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30-trading-day period ending on the third trading day prior to the date we send the notice of such redemption to the warrant holders and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

In addition, the Company will have the ability to redeem the outstanding Company Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that the last reported sales price of Company Shares equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations, and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Company Shares determined based on the redemption date and the fair market value of our Company Shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of common shares received is capped at 0.361 shares of common shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

If the Reference Value equals or exceeds $10.00 per share but it is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Company Warrants issued in exchange for Private Warrants must also concurrently be called for redemption on the same terms described above.

For context regarding the thresholds above, historical trading prices for Public Shares from inception through February 27, 2024 when the NYSE delisted the Public Shares and Units have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration). We have no obligation to notify holders of the warrants that they have become eligible for redemption under applicable laws. However, pursuant to the Company Warrant Agreement, in the event we decide to redeem the warrants, a notice of redemption shall be mailed by the Company by first class mail, postage prepaid, not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they appear on the warrant register. Any notice mailed in such manner shall be conclusively presumed to have been duly given. In addition, beneficial owners of the warrants will be notified of such redemption by our posting of the redemption notice to DTC.

The terms of the Public Warrants may be amended in a manner that may be adverse to holders with the approval by the holders of at least 65% of then outstanding Public Warrants.

The Public Warrants were issued pursuant to the SPAC Warrant Agreement between Continental, as warrant agent, and CPTK. The SPAC Warrant Agreement provides that the terms of the SPAC Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision. Other modifications or amendments, including any modification or amendment to increase the warrant price or shorten the exercise period any amendment to the terms of only the Private Warrants, shall require the vote or written consent of the registered holders of at least 65% of the then outstanding Public Warrants, provided that any amendment that solely affects the terms of the Private Warrants or any provision of the SPAC Warrant Agreement solely with respect to the Private Warrants shall also require at least 65% of the then outstanding Private Warrants. Notwithstanding the foregoing, the Company may lower the warrant price or extend the duration of the exercised period without the consent of the registered holders.

The SPAC Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of Warrant holders to obtain a favorable judicial forum for disputes.

The SPAC Warrant Agreement provides that, subject to applicable law: (i) any action, proceeding or claim against us arising out of or relating in any way to the SPAC Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York; and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the SPAC Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the SPAC Warrants shall be deemed to have notice of and to have consented to the forum provisions in the SPAC Warrant Agreement. If any action, the subject matter of which is within the scope the forum provisions of the SPAC Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the SPAC Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the SPAC Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the CPTK Board will not have the ability to adjourn the extraordinary general meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

If, at the extraordinary general meeting, the CPTK Board determines that it would be in the best interests of CPTK to adjourn the extraordinary general meeting to give CPTK more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if additional time is needed to fulfill other closing conditions), the CPTK Board will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the CPTK Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied. In such event, the Business Combination would not be completed.

Risks Related to Our Business and Industry

The Proposed Pulawy Separation Plant is not yet under development, the Company has not completed development nor commenced extraction or production at Songwe Hill, and the Company has no history in commercial operations, and the lack of commercial operations limits the accuracy of any forward-looking forecasts, prospects or business outlook or plans.

The Company is currently in the development stage of the Songwe Hill project with further studies and detailed engineering to precede construction and mining license issuance necessary prior to the commencement of extraction or production of rare earth minerals at Songwe Hill. Further, the Company also requires further technical studies, detailed engineering, securing of necessary permits/environmental approvals, and construction of the Proposed Pulawy Separation Plant prior to production of saleable product.

Songwe Hill and the Proposed Pulawy Separation Plant (collectively, the “Projects”) are capital-intensive and will require significant additional funding for engineering, procurement, construction, commissioning, operational start-up and ongoing maintenance. We have not yet secured the necessary financing, and there is no assurance that we will be able to obtain such funds on acceptable terms, or at all. Market conditions, investor risk appetite, and macroeconomic factors may further limit access to capital. If we are unable to raise the required funds, we may be forced to delay, scale back, or abandon one or both projects, which would materially and adversely affect our growth strategy, business prospects, and financial condition.

Even if financing is obtained, the development of both Projects involves complex technical, logistical, and execution challenges. These include, but are not limited to, detailed engineering, further feasibility and technical studies, permitting and social license to operate, metallurgical uncertainties, construction delays, cost overruns, and the need to secure and retain skilled personnel and contractors with specialized expertise. Our operations will also depend on the availability of essential infrastructure, including reliable power, water, and transportation networks. Disruptions or inadequacies in any of these areas could significantly increase costs or delay project completion and commencement of production. Any such setbacks could materially impair our ability to achieve anticipated production levels, generate revenue, and realize expected returns on investment.

The Company has not realized any revenues to date from the sale of mixed rare earth carbonate from the Songwe Hill project and its operating cash flow needs have been financed through capital infusions by Mkango Resources and not through cash flows derived from its operations. As a result, the Company has little historical financial and operating information available to help you evaluate its performance. Any profitability in the future from our business will be dependent upon economical development of the Projects and production and processing of rare earth minerals, which is subject to numerous risk factors. Accordingly, the Company may not realize profits, including in the medium to long term. Additional expenditures are required to construct, complete and install additional mixed rare earth carbonate production and processing equipment and the Company’s mixed rare earth carbonate production and processing capabilities might not be able to fully utilize the nameplate capacity of the equipment.

In addition, the Company bases its estimates of future operating costs and capital requirements on the Songwe Hill S-K 1300 Technical Report Summary, a concept trade-off study on the Proposed Pulawy Separation Plant (the “2025 Trade-Off Study”), and a 2026 update (the “2026 PFS Update”) to a 2022 Pre-Feasibility Study by Carester SAS for the design of the Proposed Pulawy Separation Plant (the “2022 Pulawy PFS”) (the 2026 PFS Update, the Songwe Hill S-K 1300 Technical Report Summary, and the 2025 Trade-Off Study, collectively, the “Reports”). The 2025 Trade-Off Study was completed by PRODEO Consulting (Pty) Ltd (“PRODEO”) in conjunction with, but separate from, a 2025 update prepared by PRODEO to the 2022 Pulawy PFS. The 2026 PFS Update revises certain assumptions used in the 2025 Trade-Off Study and produces a study-level net present value for the Proposed Pulawy Separation Plant that exceeds that of the 2025 Trade-Off Study. Actual operating costs and economic returns of any and all of the Company’s Projects may materially differ from the costs and returns estimated in the Reports, and accordingly, our financial condition, results of operations and cash flows may be negatively affected. In the near term, the Company’s development and growth depends on its ability to: (i) secure a mining license and land access for Songwe Hill to develop and build a mine; (ii) extract and produce mixed rare earth carbonate at Songwe Hill; (iii) complete a definitive feasibility study for the Proposed Pulawy Separation Plant; (iv) develop and build the Proposed Pulawy Separation Plant; (v) process mixed rare earth carbonate at the Proposed Pulawy Separation Plant into separated rare earth oxides; and (vi) secure one or more customers that are willing and able to purchase the Company’s rare earth oxides at prices that are expected to be profitable for the Company; and (vii) complete equity or debt financings to fund the foregoing. Delays in the completion of the Projects could have a material adverse effect on our business, results of operations and financial condition.

The development of the Proposed Pulawy Separation Plant depends on our ability to exercise, maintain, and enforce land access rights under the Pulawy Lease Option Agreement, and any failure to do so may delay or prevent development of the project.

The Proposed Pulawy Separation Plant has not yet been constructed, and its development depends on the Company securing and maintaining long-term land access rights under the Lease Option Agreement (the “Lease Option Agreement”), between Grupa Azoty Zakłady Azotowe Pulawy S.A., as lessor (“Grupa Azoty”), and Mkango Polska, as lessee. The underlying lease (the “Lease”) under the Lease Option Agreement became effective January 31, 2025 and expires January 31, 2055; however, if any of the following events occurs prior to December 31, 2030, the Lease shall terminate:

•        A feasibility study shows the Proposed Pulawy Separation Plant is not economically viable;

•        Financing for construction of the Plant is not secured, or financing institutions raise objections to Mkango Polska’s legal title to the property subject to the Lease (the “Leased Property”);

•        An environmental assessment report or technical/technological connection assessments show that, under Polish environmental regulations or due to interactions with Mkango Polska’s installations, the Proposed Pulawy Separation Plant cannot be constructed or operated;

•        Mkango Polska fails to obtain, pursuant to Polish law, a “decision on environmental conditions” determining that the Proposed Pulawy Separation Plant complies with environmental rules and is acceptable, which is necessary for establishing the Proposed Pulawy Separation Plant;

•        The parties fail to enter into, with Grupa Azoty, various supply agreements (the “Supply Agreements”) through which Mkango Polska is obligated to purchase certain reagents, utilities, and services, and a cooperation agreement (the “Cooperation Agreement”) expected to govern the design, construction, and use of a necessary access road, and the construction, connection, and maintenance of pipelines, cables, and other infrastructure needed to supply reagents, utilities, and services to the Proposed Pulawy Separation Plant;

•        Mkango Polska fails to obtain required construction permits and any other legally required permits for construction and commissioning of the Proposed Pulawy Separation Plant by December 31, 2030;

•        Mkango Resources fails to grant the required guarantee securing Mkango Polska’s obligations under the Lease, Cooperation Agreement, and Supply Agreements; or

•        Mkango Polska fails to provide the voluntary submission to enforcement statement pursuant to Polish law.

Failure to meet any such obligations could result in expiration, non-renewal, or termination of the Lease Option Agreement. Any such loss or impairment of our land rights would prevent or materially delay construction of the Proposed Pulawy Separation Plant and could require identification of an alternative site or substantial redesign of the project. Additionally, construction of the Proposed Pulawy Separation Plant may not commence until it is demonstrated that each of the above conditions will not occur.

The Leased Property may also be affected by third-party rights, informal land use, easements, infrastructure constraints, or unregistered claims. Even where the Company holds contractual rights, affected parties may assert claims relating to access, compensation, or disruption, which could delay site possession or impose additional obligations. Boundary or survey discrepancies may require clarification or renegotiation of access arrangements. In addition, although the Supply Agreements and the Cooperation Agreement contemplate necessary items and services for the Proposed Pulawy Separation Plant, the Company may need to secure separate rights-of-way, utility corridors, transport access, or other infrastructure rights beyond those granted under the Lease Option Agreement, the Supply Agreement or the Cooperation Agreement, and the inability to obtain such rights on acceptable terms or within required timeframes may delay development or require modifications to the planned design.

Our land access rights also depend on the continued ownership and control of the property by Grupa Azoty, as lessor. Although the Lease Option Agreement prohibits Grupa Azoty from selling, transferring, or encumbering the land, backed by penalty, Grupa Azoty may decide to do so despite these prohibitions and penalties. New encumbrances, such as liens or easements, could interfere with the planned construction or operation of the Proposed Pulawy Separation Plant. Furthermore, if Grupa Azoty becomes insolvent or becomes subject to creditor enforcement actions, insolvency administrators or creditors could challenge or otherwise affect the Company’s land rights under Polish insolvency and property enforcement laws.

Changes in Polish land law, leasehold regulations, zoning rules, environmental or construction permitting regimes, or foreign investment restrictions could also affect the enforceability, duration, or scope of the Company’s rights under the Lease Option Agreement or impose new obligations or restrictions on development at the Leased Property.

Any of the foregoing could materially delay or prevent development of the Proposed Pulawy Separation Plant, increase capital or operating costs, or adversely affect the project’s long-term economic viability, and, as a result, could materially adversely affect the Company’s business, financial condition, results of operations, and prospects.

The development and operation of the Proposed Pulawy Separation Plant depends on the successful negotiation and performance of the Supply Agreements and the Cooperation Agreement with Grupa Azoty, and any failure to enter into or perform under these agreements could materially adversely affect the project.

The Proposed Pulawy Separation Plant and the continuation of the Lease assumes that Grupa Azoty will supply Mkango Polska with the reagents, utilities, and other industrial inputs necessary for the operation of the facility, and will in turn purchase ammonium nitrate produced at the Proposed Pulawy Separation Plant, collect sewage and industrial effluents, and provide other services in accordance with detailed terms to be set out in the Supply Agreements or the Cooperation Agreement. These agreements are anticipated to address, among other matters, pricing, volumes, quality specifications, delivery obligations, service levels, infrastructure access, operational coordination, and related commercial terms. Because these agreements have not yet been finalized, there can be no assurance that the parties will reach mutually acceptable terms, that the agreements will be executed within the expected timeframe, or that any executed agreements will remain in force or be performed in accordance with their terms.

Any failure to enter into the Supply Agreements or the Cooperation Agreement on commercially acceptable terms, or any subsequent dispute, non-performance, delay, interruption of supply or services, price increase, or reduction in offtake by Grupa Azoty, could materially disrupt Plant operations, delay commissioning, increase operating costs, reduce expected revenue, or require the Company to source alternative suppliers, utilities, offtakers, or service providers, which may not be feasible on comparable terms or within required timeframes. In addition, the commercial dependencies contemplated in these agreements may expose the Company to counterparty credit risk, operational risk, and market-driven pricing risk. Any of the foregoing could materially adversely affect the construction, operation, and economic viability of the Proposed Pulawy Separation Plant, and, as a result, could materially adversely affect the Company’s business, financial condition, results of operations, and prospects.

The Lease Option Agreement requires the Company to tolerate environmental impacts generated by Grupa Azoty’s existing installations on the Leased Property, which may expose the Company to increased regulatory, operational, financial, and legal risks, including potential assumptions of liability or limitations on recourse against Grupa Azoty.

The Lease Option Agreement provides that, due to the inability to practically distinguish the environmental impact of each of Grupa Azoty’s installations located on or near the Leased Property, including gas and dust emissions, noise emissions, and electromagnetic fields, for purposes of compliance with environmental quality standards outside the area controlled by the emitting entity (as referenced in Article 144(2) of the Polish Environmental Protection Law), Mkango Polska agrees to bear or tolerate environmental impacts generated by Grupa Azoty and to accept that permissible environmental quality standards on the Leased Property may be exceeded as a result of such emissions. There is risk the provision may lead to uncertainty regarding the extent to which Mkango Polska may be deemed responsible for pre-existing or ongoing environmental conditions, emissions, or regulatory exceedances attributable to Grupa Azoty’s operations.

Although the Lease Option Agreement does not expressly provide for an indemnification of Grupa Azoty or a waiver of claims, this tolerance obligation may, in practice, limit the Company’s ability to seek recourse against Grupa Azoty for environmental impacts affecting the Leased Property, complicate the allocation of responsibility between the parties, or be interpreted by regulators as an assumption of operational or compliance risk. In addition, if environmental quality standards are exceeded on the Leased Property, regardless of the source of emissions, Mkango Polska could be subject to regulatory scrutiny, monitoring requirements, mitigation obligations, remediation measures, administrative penalties, or operational constraints imposed by environmental authorities. Mkango Polska may also face heightened reputational risk, increased permitting complexity, and potential delays in the development or operation of the Proposed Pulawy Separation Plant if regulators require additional environmental assessments or corrective actions.

Furthermore, because the Company’s environmental compliance obligations will operate in the context of Grupa Azoty’s integrated industrial site, any adverse changes in environmental law, stricter enforcement practices, or disputes regarding attribution of emissions could materially increase the Company’s exposure to compliance costs, legal disputes, or operating restrictions. Any such circumstances could materially adversely affect the development, operation, and long-term economic viability of the Proposed Pulawy Separation Plant, as well as the Company’s business, financial condition, and results of operations.

We may not be able to generate positive cashflow from our expected future business operations. Our long-term success will depend on implementing the business strategy and operational plan of the Company, as well as our ability to generate revenues, achieve and maintain profitability and develop positive cash flows from our rare earth carbonate and oxide production.

Our ability to continue with our business plan to produce and sell mixed rare earth carbonate and rare earth oxides and our future plans regarding the Projects, ultimately depends on our ability to generate revenues, achieve and maintain profitability, and generate positive cash flow from our operations. We cannot assure you that our Projects will result in achieving and maintaining profitability and developing positive cash flows. The economic viability of the Company’s future business activities has many risks and uncertainties including, but not limited to:

•        a significant, prolonged decrease in the price of mixed rare earth carbonate and separated rare earth oxides;

•        difficulty in marketing and/or selling mixed rare earth carbonate and separated rare earth oxides;

•        significantly higher than expected capital costs to construct and commission our Projects;

•        significant delays, reductions or stoppages of production activities;

•        shortages of adequate and skilled labor or a significant increase in labor costs;

•        the introduction of significantly more stringent regulatory laws and regulations and associated delays in permitting; and

•        delays in the availability of necessary equipment, including construction, production, or processing equipment.

The Company’s future business activities may change as a result of any one or more of these risks and uncertainties.

We may experience time delays, unforeseen expenses, increased capital costs, and other complications while developing our Projects, and these could delay the start of revenue-generating activities and increase development costs.

The production of mixed rare earth carbonate and separated rare earth oxides and mineral exploration and mining by their nature involve significant risks and hazards, including environmental hazards, as well as industrial and mining accidents. These include, for example, occupational hazards, leaks, ruptures, explosions, chemical spills, seismic events, fires, sinkholes, cave-ins, collapses and blockages, flooding, discharges of gasses and toxic substances, contamination of water, air or soil resources, unusual and unexpected rock formation affecting mineralization or wall rock characteristics, ground or slope failures, rock bursts, wildfires, radioactivity, accidents, incidents, or conditions resulting from mining or manufacturing activities, including, among others, blasting and the transport, storage and handling of hazardous materials. These operations can be dangerous and safety incidents in these operations may cause damage to and loss of equipment, injury or death, environmental damage, monetary losses and potential legal liabilities. Any such incidents could have a material adverse effect on our business, operating results and financial condition.

Furthermore, there is the risk that relevant regulators may impose fines and work stoppages for non-compliant production or mining operating procedures and activities, which could reduce or halt production or mining until lifted. The occurrence of any of these events could delay or halt production, increase production costs and result in financial and regulatory liability for us, which could have a material adverse effect on our business, results of operations and financial condition. In addition, the relevant environmental authorities have issued and may issue administrative directives and compliance notices in the future, to enforce the provisions of the relevant statutes to take specific anti-pollution measures, continue with those measures and/or to complete those measures. The authorities may also order the suspension of part, or all of, our operations if there is non-compliance with legislation. Contravention of some of these statutes may also constitute a criminal offense and an offender may be liable for a fine or imprisonment, or both, in addition to administrative penalties. As a result, the occurrence of any of these events may have a material adverse effect on our business, results of operations and financial condition.

There is the risk that local communities may have high and unrealistic expectations of our developments, including in the form of employment, procurement opportunities, socio-economic development, infrastructure and social security enhancements. Our operations may pose negative impacts for local people, such as dust, noise, increased road traffic, displacement and competition for local social services, amongst others. Development of management plans for social and environmental risks and plans to maximize benefits for communities may require engagement with local government, traditional leaders, custodians of land and other parties, each with different priorities and capacities to engage with the Company.

With respect to the Proposed Pulawy Separation Plant, the Company is additionally dependent on obtaining full land access under the Lease and securing supplementary rights necessary for construction and operation of the facility. The Lease Option Agreement governs access to the core land parcel and contemplates entry into the Supply Agreements and the Cooperation Agreement; however, the Company may also require separate and additional rights-of-way, utility corridors, or easements for water, sewer, gas, power, telecommunications, waste handling, transportation access, or safety infrastructure beyond the boundaries of the leased land. Failure to obtain such additional access rights on acceptable terms or within the necessary timeframe may delay construction, require costly infrastructure rerouting, or necessitate redesign of the facility.

In addition, delays or complications in satisfying all conditions such that Grupa Azoty does not terminate the Lease, including regulatory approvals, permitting milestones, environmental certifications, financial commitments, or construction-related prerequisites, could postpone the Company’s ability to exercise its long-term leasehold rights. Any such delays could materially and adversely affect the development schedule, increase capital costs, and postpone expected revenues for the Proposed Pulawy Separation Plant.

We may be adversely affected by fluctuations in demand for and prices of mixed rare earth carbonate and separated rare earth oxides.

Because our revenue will be derived from the production and sale of mixed rare earth carbonate and separated rare earth oxides, changes in demand for, and the market price of, and taxes and other tariffs and fees imposed upon such products and their inputs could significantly affect our profitability. Our financial results may be significantly adversely affected by declines in the prices of mixed rare earth carbonate and separated rare earth oxides. Mixed rare earth carbonate and separated rare earth oxides prices may fluctuate and are affected by numerous factors beyond our control such as interest rates, exchange rates, taxes, tariffs, inflation or deflation, fluctuation in the relative value of the U.S. dollar against other currencies on the world market, shipping and other transportation and logistics costs, global and regional supply and demand for mixed rare earth carbonate and separated rare earth oxides, potential industry trends, such as competitor consolidation or other integration methodologies, and the political and economic conditions of countries that produce and procure rare earth minerals. Furthermore, supply side factors have a significant influence on price volatility for mixed rare earth carbonate and separated rare earth oxides. Supply of mixed rare earth carbonate and separated rare earth oxides is currently dominated by Chinese producers. The Chinese Central Government regulates production via quotas and environmental standards, and has and may continue to change such production quotas and environmental standards. Periods of over supply or speculative trading of mixed rare earth carbonate and separated rare earth oxides can lead to significant fluctuations in the market price of mixed rare earth carbonate and separated rare earth oxides.

In contrast, extended periods of high commodity prices may create economic dislocations that may be destabilizing to mixed rare earth carbonate and separated rare earth oxides supply and demand and ultimately to the broader markets. While some periods of high mixed rare earth carbonate and separated rare earth oxides market prices generally would be beneficial to our financial performance if we are producing mixed rare earth carbonate and separated rare earth oxides, strong prices may also depress future long-term demand for mixed rare earth carbonate and separated rare earth oxides or may incentivize development of competing mining properties.

We may not be able to enter into definitive contracts for mixed rare earth carbonate and separated rare earth oxides, which may have a negative effect on our business.

The Company does not currently have any contractually committed customers for the planned output and delivery of mixed rare earth carbonate and separated rare earth oxides. Our success depends on our ability to complete the Projects, and once completed, to generate revenue and operate profitably, which depends in part on our ability to raise capital, build the necessary infrastructure, and identify target customers and convert such contacts into meaningful orders. We do not currently have any revenue, infrastructure, or definitive off-take or sales agreements with customers in place. Even if we are able to obtain sufficient capital and manufacture the necessary equipment to complete the Projects, we may be unable to negotiate, finalize and maintain off-take agreements or may only be able to do so on terms that are unfavorable to us. In such case, we would not be able to generate any revenue, which would have a material adverse effect on our business, prospects, operating results and financial condition.

The success of our business will depend, in part, on the growth of existing and emerging uses for mixed rare earth carbonate and separated rare earth oxides.

Our strategy is to produce a high value purified mixed rare earth carbonate “MREC,” separate it into separated rare earth oxides, and then sell rare earth oxides, which are used in the manufacture of permanent magnets. Such magnets are critical components of existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies. The success of our business accordingly depends on the continued growth of these end markets and successfully commercializing rare earth oxides, in such markets. If the market for these existing and emerging technologies does not grow as we expect, grows more slowly than we expect, or if the demand for our product inputs in these markets decreases, then our business, prospects, financial condition and operating results could be harmed. In addition, the market for these technologies, particularly in the automotive and wind turbine industry, tends to be cyclical, which exposes us to increased volatility, and it is uncertain as to how such macroeconomic factors will impact our business.

A prolonged or significant economic contraction could put downward pressure on market prices of mixed rare earth carbonate or separated rare earth oxides. Protracted periods of low prices for mixed rare earth carbonate or separated rare earth oxides could significantly reduce revenues and the availability of required development funds in the future. This could cause substantial reductions to, or a suspension of mixed rare earth carbonate or separated rare earth oxide production operations, impair asset values and reduce our results of operations and financial condition.

Demand for our mixed rare earth carbonate or separated rare earth oxides may be impacted by demand for downstream products incorporating such inputs, including hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, as well as demand in the general automotive and electronic industries. Lack of growth or changes in these markets may adversely affect the demand for our mixed rare earth carbonate and separated rare earth oxides. Any unexpected costs or delays in the commercialization of these expected products, or less than expected demand for the critical existing and emerging technologies that use rare earth oxides, could have a material adverse effect on our financial condition or results of operations.

An increase in the global supply of rare earth oxides or, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

The pricing and demand for rare earth oxides is affected by a number of factors beyond our control, including growth of economic development and the global supply and demand for such oxides. China is projected to account for a substantial portion of global rare earth oxide production in the near future. China dominates the manufacture of metals and magnets from rare earths, and the Chinese Central Government regulates production via quotas and environmental standards. Over the past few years, there has been significant restructuring of the Chinese markets in line with China Central Government policy. Assuming that we reach anticipated production rates for rare earth minerals and oxides and other planned downstream products and subsequently become fully operational and integrated, increased competition may lead our competitors to engage in predatory pricing or other behaviors designed to inhibit our further downstream integration. Any increase in the amount of rare earth minerals or oxides or related products available in the market, including those exported from other nations would result in increased

competition and may result in price reductions, reduced margins or loss of potential market share, any of which could materially adversely affect our profitability. As a result of these factors, we may not be able to compete effectively against current and future competitors.

Our proposed sales arrangement for Mixed Rare Earth Carbonate (MREC) may not be approved by the Government of Malawi, and failure to obtain such approval could adversely affect our business and financial condition.

We plan to sell MREC produced from the Songwe Hill project to the Proposed Pulawy Separation Plant in Poland, which is owned by Mkango Polska. Under this proposed arrangement, Mkango Polska would purchase Songwe Hill’s MREC as its primary Feedstock, with pricing based on 85% of the contained rare earth oxide (REO) value, reflecting a 15% discount to forecasted basket prices to account for separation and refining costs. This structure is intended to be consistent with industry practice for integrated mine-to-refinery operations and supports our strategy to link upstream mining with downstream separation in alignment with EU Critical Raw Materials Act objectives. However, because this arrangement involves sales to an affiliate, it is subject to arm’s-length requirements under our Mining Development Agreement and review by the Government of Malawi. The Government of Malawi may object to the terms of such sales and require adjustments, including additional taxes or royalties, or may decline to approve the arrangement altogether. Any failure to obtain approval or any required changes to the pricing or terms could delay our commercialization plans, increase costs, or reduce anticipated margins, which could have a material adverse effect on our business, financial condition, and results of operations.

If the capacity of the Proposed Pulawy Separation Plant is increased to 30,000 t/a, we will be required to source significant quantities of Feedstock from third parties, which may expose us to supply, quality, and operational risks.

Our current development plan contemplates sourcing MREC primarily from Songwe Hill in Malawi. Based on the Reports, Songwe Hill is expected to supply approximately 10,000 t/a of MREC, which is sufficient for the originally contemplated Proposed Pulawy Separation Plant capacity of 15,000 t/a. If the Proposed Pulawy Separation Plant’s nameplate capacity is increased to 30,000 t/a, we will need to procure substantial additional Feedstock from third-party suppliers to meet throughput requirements.

There can be no assurance that we will be able to identify, negotiate, and secure long-term supply agreements with third-party Feedstock providers on commercially acceptable terms, or at all. Any inability to source sufficient Feedstock could result in underutilization of the expanded plant capacity, reduced economies of scale, and lower-than-expected returns on investment.

Further, third-party Feedstock may differ materially in chemical composition, impurity levels, and physical characteristics from Songwe Hill MREC. Variability in Feedstock quality could create metallurgical challenges, require process adjustments, increase reagent consumption, and reduce recovery rates, which may adversely affect operating costs and product quality. In addition, processing multiple Feedstock sources may increase complexity in plant operations, require additional blending or stockpiling, and heighten the risk of operational disruptions.

Any of these factors could materially and adversely affect the construction, commissioning, and operation of the Proposed Pulawy Separation Plant, increase capital and operating costs, reduce expected revenue, and negatively impact our business, financial condition, and results of operations.

Songwe Hill is at the development stage and the Company has not commenced construction or commissioning of the mine nor related facilities, and the development of Songwe Hill into a producing mine is subject to a variety of risks, any number of which may cause the development of Songwe Hill into a producing mine to not occur, be delayed, or not result in the commercial extraction of minerals.

Although the Company has declared mineral resources and reserves as defined under Regulation S-K 1300, it has not yet received a mining license and, consequently, has not yet begun to extract minerals from Songwe Hill. Songwe Hill might not be able to be developed into a profitable commercial mining operation. Not all development properties or deposits are ultimately developed into producing mines. Significant expenses will be required to complete Songwe Hill. We may not be able to develop Songwe Hill into an operating mine and doing so may not result in the commercial extraction of mineral deposits. There are many factors that may result in Songwe Hill not reaching completion or production, including failure to obtain adequate funding, failure to meet lease related

timelines, failure to satisfy other operational risks regarding obtaining adequate power, water, expertise and human resources, failure to obtain and sustain the necessary permits for operations and other aspects of the business of operating Songwe Hill. We may never reach commercial or profitable production of rare earth minerals.

Even if Songwe Hill is mined, we may not realize profits from our exploration or development activities in the short, medium, or long term. The actual risks that we will face in the future in connection with Songwe Hill are unknown at this time, but may include:

•        The assumptions used in the definitive feasibility studies underpinning the viability of Songwe Hill (including, but not limited to, the prices of, rare earth oxides) may not remain accurate in the future.

•        An increase in the global supply of rare earth oxides-related products, dumping, predatory pricing and other tactics by our competitors or state actors may adversely affect our profitability.

•        When compared to many industrial and commercial operations, mining exploration and development projects are high risk and subject to uncertainties. Each mineral resource is unique and the nature of the mineralization, and the occurrence and grade of the minerals, as well as behavior of the mineral resource during mining, are unpredictable. Our mineral resource and reserve estimates may be materially different from mineral quantities we may recover, our Life-of-operations estimates may prove inaccurate and market price fluctuations and changes in operating and capital costs may render mineral resources and reserves uneconomic to mine. Uncertainty and/or error in our estimates of mineral resources or reserves in Songwe Hill could result in lower-than-expected revenues and higher-than-expected costs.

•        The mining and production of rare earth minerals and additional rare earth manufacturing, refining and mining competitors could result in a reduction in revenue.

•        The imposition of tariffs related to rare earths and a resulting trade dispute could disrupt the market for the Company products.

•        The mining and production of a purified mixed rare earth carbonate is a capital-intensive business that requires the commitment of substantial resources; if we do not have sufficient capital or resources to provide for such activities, it could negatively impact our business.

•        The performance of our Proposed Pulawy Separation Plant will depend on its ability to reach favorable production rates for the separation of rare earth oxides.

•        The revenue generated by the Projects may be negatively impacted by possible competition from substitutions for rare earth oxides.

•        Our continued growth depends on our ability to obtain commercial deployment of the Company’s mineral processing and purification technology, or the identification of third-party technologies or processes, and the ability of any such technology and/or processes to efficiently process and purify one or more Feedstocks of mixed rare earth mineral concentrates.

•        Actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated, and future development activities may not result in profitable mining, processing or production operations.

•        The Projects have no operating history on which to base estimates of future operating costs and capital requirements. Before operations commence, any projections we may produce are based upon estimates and assumptions made at the time they were prepared. If these estimates or assumptions prove to be incorrect or inaccurate, our actual operating results may differ materially from any forecasted results.

•        Our resource and reserve estimates may change significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, our estimates, if any, are likely to

change and these changes may result in a reduction in our resources or reserves. These changes may also result in alterations to our development and mining plans, which may, in turn, adversely affect our operations.

•        We may face opposition from organizations that oppose mining which may disrupt or delay our Songwe Hill project.

•        We will be required to obtain and sustain governmental permits and approvals to develop and operate Songwe Hill, a process which is often costly, time-consuming and somewhat uncertain as to outcome. Failure to obtain or retain any necessary permits or approvals for our planned operations may negatively impact our business.

•        Land access reclamation and mine closure may be burdensome and costly.

•        Because of the dangers involved in the mining of minerals, there is a risk that we may incur liability or damages as we conduct our business.

Our ability to develop Songwe Hill and the Proposed Pulawy Separation Plant depends on securing and maintaining valid mining rights, permits, and licenses, which may be adversely affected by government actions or policy changes.

The successful development and operation of the Songwe Hill Project in Malawi and the Proposed Pulawy Separation Plant in Poland require valid permits, and other governmental authorizations. These rights are subject to complex administrative processes, evolving regulations, and potential challenges from third parties or local stakeholders. There is no assurance that our title to these properties will not be disputed or revoked. In addition, changes in government policy — such as modifications to taxation, royalties, foreign ownership restrictions, or requirements for local participation — could materially affect the economic viability of our projects. Sudden policy shifts, expropriation, or nationalization could result in the loss of rights or impose significant additional costs.

Further, obtaining and maintaining the necessary permits and licenses is often time-consuming, costly, and subject to administrative discretion and public opposition. Failure to secure or retain any required approvals, including mining and environmental licenses in Malawi or environmental and construction permits for Pulawy, could delay development, increase costs, or force us to abandon one or both projects. Any such event would materially impair our ability to commence production, generate revenue, and achieve our strategic objectives, and could have a significant adverse effect on our business, financial condition, and prospects.

Mining and mining processing is inherently hazardous and the related risks of events that cause disruptions to our operations may adversely impact the environment or the health, safety, or security of our workers or the local community, production, cash flows, and overall profitability.

Rare earth mining and processing operations are subject to risks of hazards and other events that may adversely impact our ability to produce rare earths and meet production and cost targets, and our level of profitability, if any, in future years may be materially impacted. These hazards and events include, but are not limited to:

•        accidents or incidents, including due to human error, during exploration, production, drilling, blasting, or transportation resulting in injury, disease, loss of life, or damage to equipment or infrastructure;

•        air, land, and water pollution;

•        social or community disputes or interventions;

•        security, environmental, or safety incidents, including as the result of the activities of artisanal or illegal miners, trespassers, squatters, and other forms of encroachment;

•        surface or underground explosions;

•        process chemical incidents;

•        labor force disputes and disruptions;

•        loss of information integrity or data;

•        equipment and plant failure or breakdowns and ageing infrastructure;

•        failure of unproven or evolving technologies;

•        unusual or unexpected geological formations, ground conditions, including lack of mineable face length;

•        cave-ins, sinkholes, subsidence, rock falls, rock bursts, or landslides;

•        failure of mining pit slopes, heap-leach facilities, water or solution dams, waste stockpiles, and tailings facility walls;

•        flooding or inundation of mine pits and operating areas;

•        safety-related stoppages;

•        seismic activity; and

•        other natural phenomena, such as floods, droughts, or other weather conditions, potentially exacerbated by climate change.

Further, environmental, health, and safety legislation applicable to us and any failure to conform to these requirements could result in suspension to part or all of our operations. Environmental, health, and safety incidents could therefore lead to increased unit production costs or lower production which could negatively affect our business, operating and/or financial results.

As a result of the foregoing, our exploration, development, and production activities in Malawi and Poland may be substantially affected by factors beyond our control, any of which could materially adversely affect our financial position or results from operations.

Theft of the mixed rare earth carbonate and separated rare earth oxides and production inputs may occur. These activities are difficult to control, can disrupt our business and can expose us to liability.

We may experience trespassers, illegal and artisanal mining activities, and theft of mixed rare earth carbonate and separated rare earth oxides (which may be by employees or third parties), or theft of equipment, reagents, consumables and fuel or damage to infrastructure such as water pumps and environmental monitoring equipment. The activities of trespassers and illegal and artisanal miners could lead to reduction of mineral resources, potentially affecting the economic viability of mining certain areas and shortening the lives of the operations as well as causing possible operational disruption, project delays, disputes with illegal miners and communities, pollution, or damage to property for which we could potentially be held responsible, leading to fines or other costs. Rising metal prices may result in an increase in mineral and metal theft.

The assets and operations of the Company are subject to political, economic, and other uncertainties as a result of being located in Malawi and Poland.

Songwe Hill is located in Malawi, and the Proposed Pulawy Separation Plant will be located in Poland. The assets and operations of the Company may therefore be subject to various political, economic, and other uncertainties, including, among other things, the risks of war and civil unrest, hostage taking, terrorist actions, expropriation, nationalization, renegotiation or nullification of existing licenses, delays in obtaining government permits, approvals and contracts, taxation policies, sudden and arbitrary changes to laws and regulations, foreign exchange and repatriation restrictions, corruption and bribery, changing political conditions, international monetary fluctuations, currency controls, and limitations on foreign ownership and foreign governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political climate in Malawi and Poland may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use, and mine safety. Failure to comply strictly with applicable laws, regulations, and local practices relating to mineral rights could result in loss, reduction, or expropriation of entitlements. In addition, in the event of a dispute arising from operations in Malawi or Poland, the Company may be subject to the exclusive jurisdiction

of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or elsewhere. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company’s operations. Should the Company’s rights or its titles not be honored or become unenforceable for any reason, or if any material term of these agreements is arbitrarily changed by the government of Malawi or Poland, the Company’s business, financial condition, and prospects will be materially adversely affected.

With respect to the Proposed Pulawy Separation Plant, changes in Polish land law, zoning regulations, leasehold rules, environmental permitting requirements, construction regulations, or foreign investment policies could affect the scope or enforceability of the Company’s rights under the Lease Option Agreement, or impose new obligations. Poland also grants substantial oversight authority to municipal and regional governments with respect to land-use and building decisions. Adverse zoning determinations, planning restrictions, or delays in obtaining municipal approvals could materially delay or restrict development at the Leased Property.

The Lease Option Agreement also depends on the landlord’s continued ownership and legal control of the property. Changes in Polish insolvency laws, creditor-protection rules, or property enforcement procedures could affect our rights if the landlord becomes insolvent or if the land becomes subject to creditor enforcement. Legal challenges by third parties, such as neighboring landowners, environmental organizations, or public authorities, may also impact the validity or continued enforceability of the Company’s rights under the Lease Option Agreement.

Because developments in either country’s political or regulatory environment are difficult to predict, any adverse change, whether legislative, administrative, judicial, social or policy-driven, could materially affect our operations, delay development of our Projects, increase costs, or adversely impact our business, financial condition, or prospects.

Investor perceptions of risks in developing countries or emerging markets, including in Malawi, could reduce investor appetite for investments in these countries or for the securities of issuers operating in these countries, such as the Company.

Emerging markets, including Malawi, are generally subject to greater risks, including legal, regulatory, economic, and political risks, than more developed markets, including the potential for outbreak of hostilities among nations or militant groups that could impact our assets and operations. There may also be unpredictability with respect to court judgments, including in cases involving the local government. Accordingly, investors should exercise particular care in evaluating the risks involved and should consider whether, in light of these risks, investing in the shares of a company whose assets and operations are based in an emerging market is appropriate. Economic crises or political hostilities in one or more such countries may reduce overall investor appetite for securities of issuers operating in developing countries generally, even for such issuers that operate outside the regions directly affected by the crises. Past economic crises in developing countries have often resulted in significant outflows of international capital and caused issuers operating in developing countries to face higher costs for raising funds, and in some cases have effectively impeded access to international capital markets for extended periods.

Thus, even if the economies of the countries in which the Company operates remain relatively stable, financial or political turmoil in any developing market country could have an adverse effect on our business, financial condition, results of operations, prospects, or liquidity.

We do not hold a mining license for Songwe Hill and our rights to retain mineral deposits for Songwe Hill are derived from certain retention licenses, the loss of which would have a material adverse effect on our financial condition and results of operations.

Our operations are substantially dependent on the mineral rights we derive from certain retention licenses for Songwe Hill in Malawi. The Company holds four retention licenses related to Songwe Hill (RTL0001/21, RTL0002/21, RTL0003/21 and RTL0007/21), which are currently in an application process with the Malawi Mining Regulatory Authority (the “MMRA”) to transfer them into a large-scale mining license for Songwe Hill which is subject to the satisfaction of statutory conditions, including payment of applicable fees and compliance with reporting and environmental conditions. The MMRA has notified the Company that, despite the licenses’ terms citing an expiration date of May 30, 2026, the licenses will remain effective until the large-scale license is approved and issued. However, these retention licenses may be forfeited if we fail to timely renew or comply with

their terms. In addition, the Malawi Government may have rights to revoke or restrict retention licenses for public purposes or policy reasons. No assurances can be provided that such actions will not occur in the future, and, where compensation is required, no assurance can be provided that any such compensation would be adequate. Our rights may also be lost or diminished if we fail to pay any taxes or royalties due to the Malawi Government after receiving notice, or if we fail to maintain compliance with applicable mining laws and regulations. Challenges to our rights under retention licenses, including disputes over documentation or chain of title, may also occur and, if successful, could result in the loss of our rights. The loss of retention licenses RTL0001/21, RTL0002/21, RTL0003/21 and RTL0007/21 would have a material adverse effect on our financial condition and results of operations. Seven of the prior retention licenses (RTL0004/21, RTL0005/21, RTL0006/21, RTL0008/21, RTL0009/21, RTL00010/21 and RTL00011/21) were allowed to lapse on May 30, 2026, as they were not prospective and were not required for the Songwe Hill large-scale mining license.

Although we hold retention licenses that preserve our rights to certain mineral deposits at Songwe Hill, these licenses do not authorize us to conduct mining or commercial production. To begin mining operations, we must obtain a mining license from the Malawi Government. The issuance of a mining license is subject to numerous conditions, including submission of a detailed mining plan, completion of an environmental impact assessment, demonstration of technical and financial capacity, completing the relocation or resettlement of current land users, and compliance with local laws and regulations. To that end, as mentioned above, the Company has applied for a large-scale mining license for Songwe Hill and has received an environmental impact assessment certificate and has entered into a Mining Development Agreement with the government of Malawi. However, there can be no assurance that we will satisfy the balance of these requirements or that the Malawi Government will grant a mining license on acceptable terms or at all. Any delay or failure to obtain a mining license would prevent us from extracting and selling minerals from our deposits, which would have a material adverse effect on our business, financial condition, and results of operations.

We operate in a highly competitive industry in a high demand and growth environment and additional manufacturing, refining and mining competitors could result in a reduction in revenue.

The mixed rare earth carbonate and separated rare earth oxide markets are capital intensive and competitive. Production of mixed rare earth carbonate and separated rare earth oxides is dominated by Chinese and other international competitors. These competitors may have greater financial resources, as well as other strategic advantages to operate, maintain, improve and possibly expand their facilities. Additionally, our Chinese competitors have historically been able to produce at relatively low costs due to domestic economic and regulatory factors, including lower labor and benefit costs.

Some of our competitors have made, or may make, acquisitions or enter into partnerships or other strategic relationships to achieve competitive advantages. In addition, new entrants not currently considered competitors may enter our market through acquisitions, partnerships or strategic relationships. We expect these trends to continue as demand for mixed rare earth carbonate and separated rare earth oxides increases. Industry consolidation may result in competitors with greater pricing flexibility than we have, or business practices that make it more difficult for us to compete effectively, including on the basis of price, sales, technology or supply. These competitive pressures could have a material adverse effect on our business.

We may be unable to identify acquisition opportunities and successfully execute and close acquisitions, which could limit our potential for growth.

We expect to actively seek new acquisitions to expand our business that management believes will provide meaningful opportunities for growth. However, we may not be able to identify suitable acquisition candidates or complete acquisitions on acceptable terms and conditions. Other companies in our industry have similar investment and acquisition strategies to ours, and competition for acquisitions may intensify. If we are unable to identify acquisition candidates that meet our criteria, or complete acquisitions on acceptable terms and conditions, our potential for growth may be restricted. Additionally, because we may actively pursue a number of opportunities simultaneously, we may encounter unforeseen expenses, complications, and delays in connection with identifying or acquiring suitable acquisition targets.

Acquisitions, strategic partnerships, joint ventures, and other partnerships may not perform in accordance with expectations, may fail to receive required regulatory approvals, or may disrupt our operations and adversely affect our credit ratings and profitability.

We may enter into joint ventures, strategic partnerships, partnership arrangements, or acquisition agreements with other parties in relation to our rare earth element exploration and mining business. Any such arrangement may not be successful or provide the anticipated benefits. Any failure of other parties to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations could have a material adverse effect on us, the development and operations of our business, and future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our business, financial condition, results of operations, prospects, or liquidity. Further, we may be unable to exert control over strategic decisions made in respect of such properties.

The process of integrating an acquired business into our business may divert management’s attention from our core businesses. The integration of any acquired assets requires management capacity. There can be no assurance that our current management team has sufficient capacity, or that it can acquire additional skills to supplement that capacity, to integrate any acquired or new assets and operations and to realize cost and operational efficiencies at the acquired assets or maintain those at the existing operations. It may result in unforeseen operating difficulties and expenditures and generate unforeseen pressures and strains on our organizational culture. There can be no guarantee that we will succeed in retaining the key personnel of any acquired businesses. Moreover, we may be unable to realize the expected benefits, synergies, or developments that we initially anticipate from such a strategic transaction.

Changes in the international political environment and policies, including changes in export/import policy may adversely affect our business.

The Company operates within a globally integrated rare earths supply chain and is therefore exposed to risks arising from changes in international trade policy, including tariffs, export controls, and other regulatory restrictions.

Additionally, because all of the current dominance of China in the critical and rare earth minerals industry, the possibility of adverse changes in trade or political relations with China, political instability in China, increases in labor or shipping costs, the occurrence of prolonged adverse weather conditions or a natural disaster such as an earthquake or typhoon, or the outbreak of another global pandemic disease like COVID-19 could severely interfere with our industry and would have a material adverse effect on our operations.

In April 2024, the United States introduced reciprocal tariffs on imported NdFeB magnets, which may support domestic magnet manufacturing but add complexity to downstream market access. At the same time, China, the dominant supplier of rare earth magnet materials, has imposed export restrictions on certain rare earth processing technologies and magnet alloy know-how, further tightening control over strategic segments of the supply chain. These developments may impact the Company’s strategic planning, technology partnerships, and long-term competitiveness, particularly in relation to its downstream operations in Europe. Further trade restrictions, shifts in tariff regimes, or disruption of cross-border collaboration could have a material effect on project execution, cost structures, and global positioning.

The production of mixed rare earth carbonate and separated rare earth oxides is a capital-intensive business that requires the commitment of substantial resources; if we do not have sufficient capital or other resources necessary to provide for such production, it could negatively impact our business.

Mixed rare earth carbonate and separated rare earth oxides production requires large amounts of capital, and long-term production and processing requires significant capital investment, working capital, and ongoing maintenance expenditure. We expect to materially increase our capital expenditures and working capital requirements to begin extraction and production of rare earth minerals and oxides and support the growth of our business and operations. Our business plan is based on, among other things, expectations as to capital expenditures and if we are unable to fund those capital expenditures or the level of necessary capital expenditures increases above our current expectations, we will not achieve the targets set forth in our business plan or be able to develop currently contemplated or future capital projects, including the Projects. We may not be able to raise additional capital (debt or equity) to complete or fund our Projects.

The amount of capital required for completion and build-out of the Company’s Projects may increase materially from our current estimates, and we expect to raise further funds through equity or debt financing, joint ventures, production sharing arrangements or other means. Consequently, we depend on our ability to successfully access the capital and financial markets. Any inability to access the capital or financial markets may limit our ability to fund our ongoing operations, execute our business plan or pursue investments that we may rely on for future growth.

Until commercial production is achieved from our Projects, we will continue to incur operating and investing net cash outflows associated with maintaining and acquiring properties, undertaking ongoing activities, and the funding obligations to develop the assets of our Projects. We will require additional capital to complete our Pulawy Separation Plant and establish any future mining operations at Songwe Hill. Such additional funding may not be available to us on satisfactory terms, or at all.

In order to finance our future ongoing operations and future capital needs, we will require additional funds through the issuance of additional equity or debt securities (which may be supplemented by government assistance) or the use of other financial instruments such as royalty or stream financing, forward sales of our products or prepurchase financing of offtake arrangements. Depending on the type and terms of any financing we pursue, shareholders’ rights and the value of their investment in our common shares could be reduced. Any additional equity financing will dilute shareholdings. If the issuance of new securities results in diminished rights to holders of our common shares, the market price of our common shares could be negatively impacted. New or additional debt financing, if available, may involve restrictions on financing and operating activities. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of shareholders until the debt is paid. Interest on such debt securities would increase costs and negatively impact operating results.

If we are unable to obtain additional financing, as needed, at competitive rates, our ability to fund our current operations and implement our business plan and strategy will be affected, and we would be required to reduce the scope of our operations and scale back our exploration, development and mining programs. There is, however, no guarantee that we will be able to secure any additional funding or be able to secure funding which will provide us with sufficient funds to meet our objectives, which may adversely affect our business and financial position. Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

•        adverse economic conditions, including inflationary factors and recessionary fears;

•        adverse general capital market conditions, including rising interest rates;

•        poor performance and health of the rare earth minerals industry in general;

•        bankruptcy or financial distress of rare earth mineral companies or marketers;

•        significant decrease in the demand for rare earth minerals; or

•        adverse regulatory actions that affect our exploration and construction plans or the use of our current and planned products generally.

If additional capital is not available in sufficient amounts or on a timely basis, the Company will experience liquidity problems, and the Company could face the need to significantly curtail current operations, change our planned business strategies and pursue other remedial measures. Any curtailment of business operations would have a material negative effect on operating results, the value of the Company’s outstanding capital shares and the Company’s ability to continue as a going concern.

It is not expected that the Company will pay dividends in the foreseeable future after the Business Combination.
It is expected that the Company will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. As a result, it is not expected that the Company will pay any cash dividends in the foreseeable future.

Following the consummation of the Business Combination, the Company Board will have discretion as to whether to distribute dividends. Even if the Company Board intends to declare and pay dividends, the timing, amount, and form of future dividends, if any, will depend on the future results of operations and cash flow, capital

requirements and surplus, the amount of distributions, if any, received by the Company from subsidiaries, the Company’s financial condition, contractual restrictions, and other factors deemed relevant by the Company Board. There is no guarantee that the Company Shares will appreciate in value after the Business Combination or that the trading price of the Company Shares will not decline.

If our operations do not perform in line with expectations, we may be required to write down the carrying value of our investments, which could affect any future profitability and our ability to pay dividends.

Under IFRS, we are required to test the carrying value of long-term assets or cash-generating units for impairment at least annually and more frequently if we have reason to believe that our expectations for the future cash flows generated by our assets may no longer be valid. If the results of operations and cash flows generated by our proposed rare earths mineral extraction operations are not in line with our expectations, we may be required to write down the carrying value of these assets. Any write-down could materially affect our business, operating results, operations, and financial condition.

Any failure by management to manage growth properly could negatively impact our business.

Future growth may place strains on our financial, technical, operational and administrative resources and cause us to rely more on project partners and independent contractors, thus, potentially adversely affecting our financial position and results of operations. We may not be successful in upgrading our technical, operational and administrative resources or increasing our internal resources sufficiently to provide certain of our services currently provided by third parties or which will be necessary in the future. Our inability to achieve or manage growth may materially and adversely affect our business, results of operations and financial condition.

A power or other utility disruption or shortage at our Projects could temporarily delay operations and increase costs, which may negatively impact our business.

Our facilities are expected to rely on electricity and other utilities. Instability in electrical or other utility supply could cause sporadic outages and brownouts. Any such outages or brownouts could have a negative impact on our production. As a result, our revenue could be adversely impacted and our relationships with our customers could suffer, adversely impacting our ability to generate future revenue and otherwise perform our contractual obligations. In addition, if power to any of our Projects is disrupted during certain phases of our production processes, we may incur significant expenses that may adversely affect our business.

Increasing costs, including rising electricity and other resources costs, or limited access to these may adversely affect our profitability.

We expect to use significant amounts of electricity and other resources, including water, in our operations at our Projects upon completion, for which no assurance can be given, and such usage may increase as we increase production. We may need to purchase utilities or resources in the open market and as a result, we could be subject to significant volatility in cost and availability. We may not be able to pass increased prices of such utilities or resources through to our customers in the form of price increases. A significant increase in the price or decrease in the availability of these utilities could materially increase our operating costs and adversely affect our profit margins and production volumes.

Fluctuations in transportation costs or disruptions in transportation services or routes or damage or loss during transport could decrease our competitiveness or impair our ability to deliver products to our customers.

We will need to transport our products to our future customers wherever they may be located. Finding affordable and dependable transportation is important because it allows us to supply customers around the world. Labor disputes, embargos, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, other environmental events, changes to rail or ocean freight systems or other events and activities beyond our control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential and could materially adversely affect our results of operations.

Transporting MREC from Malawi to Poland involves significant logistical, regulatory, and operational risks that could materially adversely affect our business.

Our current development plan contemplates producing MREC at Songwe Hill in Malawi and transporting it to the Proposed Pulawy Separation Plant in Poland for processing into separated rare earth oxides. This supply chain involves multiple stages of transportation, which will include road and rail haulage from the mine site to port, ocean freight, and inland rail transport within Europe. Each stage presents risks that could disrupt timely delivery, increase costs, or impair product quality.

Potential risks include, but are not limited to:

•        Infrastructure and Logistics Constraints:    Malawi is a landlocked country with limited transport infrastructure. Road and rail conditions, port congestion, and availability of suitable shipping vessels may cause delays or increase costs.

•        Regulatory and Customs Risks:    Cross-border transport of rare earth materials is subject to complex regulatory regimes, including export controls, customs clearance, and hazardous material handling requirements. Changes in regulations or enforcement practices could delay shipments or increase compliance costs.

•        Political and Security Risks:    Political instability, labor strikes, civil unrest, or security incidents in transit countries could disrupt transport routes or result in loss or damage to cargo.

•        Environmental and Weather Risks:    Extreme weather events, such as flooding or cyclones, could damage infrastructure or delay shipments.

•        Quality and Handling Risks:    Improper handling during transport could lead to contamination, moisture ingress, or physical degradation of MREC, which may adversely affect processing efficiency and product quality at the Proposed Pulawy Separation Plant.

Any of these factors could result in increased operating costs, reduced throughput, delays in revenue generation, or reputational harm. In addition, prolonged disruptions could require us to seek alternative transport routes or storage solutions, which may not be feasible on commercially acceptable terms. These risks could materially adversely affect our business, financial condition, and results of operations.

We will need to produce our products to exacting specifications in order to provide future customers with a consistently high-quality product. An inability to meet individual customer specifications would negatively impact our business.

Upon the completion of our Proposed Pulawy Separation Plant, we need to produce rare earth oxides to meet customer needs and specifications and to provide customers with a consistently high-quality product and to meet ever-stricter purity requirements. An inability to perfect the rare earth oxide production process to the level necessary in order to meet individual customer specifications may have a material adverse effect on our financial condition or results of operations. In addition, customer needs and specifications may change with time. Any delay or failure in developing processes to meet changing customer needs and specifications may have a material adverse effect on our financial condition or results of operations. Additionally, natural disasters could also impact the facilities of our customers and could have a material adverse effect on our ability to deliver our product to our customers or our customer’s demand for our products.

Diminished access to water may adversely affect our operations.

Any disruption in the process or loss of access to adequate water sources could prompt the need for further access to fresh water. Any disruption to our expected process or decrease in available water supply may have a material adverse effect on our operations and our financial condition or results of operations.

Work stoppages or similar difficulties, breakdown in labor relations, or a shortage of skilled technicians and engineers could significantly disrupt our operations and reduce our revenues.

A work stoppage by any of the third parties providing services in connection with construction or operations at our Projects could significantly delay our Projects and disrupt our operations, reduce our revenues and materially adversely affect our results of operations. Efficient production of mixed rare earth carbonate and separated rare earth oxides using modern techniques and equipment requires skilled technicians and engineers. In addition, our optimization and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other personnel required to successfully operate our business. In the event that we are unable to hire, train and retain the necessary number of skilled technicians, engineers and other personnel there could be an adverse impact on our labor costs and our ability to reach anticipated production levels in a timely manner, which could have a material adverse effect on our results of operations.

Some of our directors and officers also serve as directors and/or executive officers for other public companies or for our controlling stockholder, which may lead to conflicting interests and diversion of time and attention.

Our Chief Executive Officer, Alexander Lemon, and our President, William Dawes, each serve as executive officers and directors of Mkango Resources, which currently beneficially owns 100% of Company Shares and immediately prior to the Closing will own 97% of Company Shares after giving effect to issuances of Company Shares pursuant to the A&R Financial Advisor Fee Agreement, each of which shares are to be issued at the discretion of each applicable financial advisor, and Consideration Shares pursuant to the Notes. Additionally, each of Mr. Lemon and Mr. Dawes currently serves as executive director of Leo Mining & Exploration Limited (“Leominex”), a shareholder of Mkango Resources, and Maginito Limited, MKA Exploration Limited (BVI), MKA Exploration Limited (Malawi), and Mkango Rare Earths UK Limited, each principally beneficially owned by Mkango Resources but not by the Company. Mr. Dawes is also an executive director of Hypromag Ltd., which is principally beneficially owned by Mkango Resources but not by the Company. Mr. Dawes is also a director of HyProMag USA LLC, a joint venture business in the United States.

Our executive directors have, and after the Business Combination our executive officers and members of our board of directors will have, fiduciary duties to Mkango Resources and the Company Shareholders, respectively. Likewise, Mr. Lemon and Mr. Dawes have fiduciary duties to the above companies’ investors, including Mkango Resources and Leominex. There may be potential conflicts of interest if the Company and one or more of these other companies pursue acquisitions, investments and other business opportunities that may be suitable for each. Mr. Lemon and Mr. Dawes may, as a result, have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting more than one of the companies to which they owe fiduciary duties. Furthermore, to the extent Mr. Lemon and Mr. Dawes own or come to own equity in these companies, it might create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for the Company and these other companies.

In addition, Mr. Lemon and Mr. Dawes may have their time and attention diverted from the Company in favor of these other companies for which they serve as executive directors. This diversion could impact their ability to devote sufficient time and focus to the Company’s operations, strategy, and growth initiatives, which may adversely affect our business, financial condition, and results of operations.

We depend on key personnel for the success of our business. If we fail to retain our key personnel or if we fail to attract additional qualified personnel, we may not be able to achieve our desired level of growth and our business could suffer.

We highly value and will depend on the contributions of our senior management and key personnel and consultants, including Mr. Lemon and Mr. Dawes. Our success will depend largely upon the performance of key officers, employees and consultants who have advanced us to our current stage and contributed to our potential for future growth. The market for qualified talent has become increasingly competitive, with shortages of qualified talent relative to the number of available opportunities being experienced in all markets where we conduct our operations. The ability to remain competitive by offering higher compensation packages and programs for growth and development of personnel, with a view to retaining existing talent and attracting new talent, has become increasingly important to us and our operations in the current climate. We may not be able to replace our senior

management or key personnel (including personnel that are key to rare earth oxide production) with persons of equivalent expertise and experience within a reasonable period of time or at all if one or more of our senior management and key personnel are not retained, and we may incur additional expenses to recruit, train and retain additional personnel. Any prolonged inability to retain key individuals, or to attract and retain new talent as we grow, could have a material adverse effect upon our growth potential and prospects.

Our business may be adversely affected by force majeure events outside our control, including labor unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions and climate events, fires, floods, tornados, explosions or other catastrophes, epidemics or quarantine restrictions.

We may be impacted by natural disasters, wars, health epidemics or pandemics or other events outside of our control. If major disasters such as tornados, earthquakes, wildfires, health epidemics or pandemics, floods or other events occur, or our information system or communications network breaks down or operates improperly, our ability to continue anticipated operations at our Projects may be seriously damaged. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

Our success depends on developing and maintaining relationships with and limiting negative impacts to local communities and stakeholders.

Our ongoing and future success depends on developing and maintaining productive relationships with the communities surrounding our Projects, including individuals and groups who may have rights or may assert rights to certain of our properties, as well as other local stakeholders. If local communities or stakeholders are dissatisfied with our activities, the distribution of benefits, or the social and environmental impacts of our operations, they may initiate legal or administrative proceedings, protests, civil unrest, direct action, or other campaigns opposing our activities. Any such occurrence could materially and adversely affect our business, financial condition, or results of operations, including our ability to commence or continue exploration, mine development, construction, or production activities at either Project.

At Songwe Hill, where our operations will be developed on customary land, we expect significant social-license challenges, including the need to relocate and compensate existing households and land users. Based on current project planning and studies, the development of the Songwe Hill mine is expected to require the resettlement of households, along with associated compensation for land, crops, structures, and livelihood restoration. The scale and complexity of this resettlement process may give rise to community grievances, increased expectations regarding employment, procurement opportunities, socio-economic development, or infrastructure improvements, as well as disputes over land rights, valuation, or eligibility. Although involuntary resettlement is legally permissible under Malawi law, the Company prefers to pursue negotiated land access arrangements aligned with Malawi’s compensatory frameworks and international good practice. These negotiations may be time-consuming, may not be successful on anticipated timelines, and may require engagement with multiple stakeholders, including traditional authorities, local government, and affected persons with differing priorities and capacities to engage. Failure to secure timely, durable, and broadly supported land access agreements for Songwe Hill may delay or prevent mine development and materially increase Project costs.

With respect to the Proposed Pulawy Separation Plant, the Company may face community, regulatory, or municipal objections related to land use, zoning, environmental concerns, permitting, and infrastructure development. Even where contractual land access rights are in place under the Lease Option Agreement, third parties may assert interests or raise objections to construction or operation of the facility, including objections based on environmental protection, public health concerns, nuisance factors, cultural site considerations, impacts of increased industrial activity, or alleged inconsistencies with local development plans. Such objections may lead to administrative proceedings, public consultations, appeals, or litigation, any of which could delay development or impose additional mitigation measures or obligations.

Furthermore, in both Malawi and Poland, local and regional authorities play significant roles in land-use approvals, stakeholder engagement expectations, and permitting decisions. Adverse rulings, delays in obtaining necessary municipal or governmental approvals, or challenges brought by affected communities, NGOs, or local interest groups may hinder development schedules, increase costs, or require redesign or modification of planned operations. Any failure to effectively engage with communities, address grievances, or resolve disputes in a timely manner could materially and adversely affect our business, financial condition, and results of operations.

Since its inception, the Company has generated negative operating cash flows and we may experience negative cash flow from operations in the future. Our consolidated financial statements have been prepared on a going concern basis.

Since its inception, the Company has generated negative operating cash flows and the Company may experience negative cash flow from operations in the future. Our consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business. Note 2 to our consolidated financial statements states that the uncertainty and lack of assurance of funding of future operations and availability of additional financing sources may cast significant doubt on our ability to continue as a going concern. Our ability to continue as a going concern is contingent upon, among other factors, our ability to raise capital through sales of our securities and incurrence of debt, as needed to fund operations and advance our Projects. Our future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. We may not be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should we be unable to continue as a going concern.

Risks Related to Legal, Compliance, and Regulations

Our operations at our Projects are subject, or may become subject, to extensive and costly environmental requirements; and current and future laws, regulations and permits impose or may impose significant costs, liabilities or obligations or could limit or prevent our ability to continue our current operations or to undertake new operations.

We are subject, or may be subject in the future, to numerous and detailed environmental laws, certifications, regulations and permits, including, without limitation, those pertaining to employee health and safety, air emissions, water usage, wastewater and stormwater discharges, air quality standards, greenhouse gas, emissions, water usage and pollution, waste management, plant and wildlife protection, handling and disposal of radioactive substances, remediation of soil and groundwater contamination, land use, reclamation and restoration of properties, the discharge of materials into the environment, procurement of certain materials used in our operations and groundwater quality and availability. These requirements may result in significant costs, liabilities and obligations, impose conditions that are difficult to achieve or otherwise delay, limit or prohibit current or planned operations. These requirements may in the future result in the exploration and development in connection with Songwe Hill being delayed, limited or prevented, and development operations may be curtailed. Failure to comply with these laws, regulations and permits, including as they evolve, may result in the assessment of administrative, civil and criminal penalties, the issuance of injunctions to limit or cease operations, fines, the suspension or revocation of permits and other sanctions or the loss of support from key stakeholders. Pursuant to such requirements, we may also be subject to third-party claims, including for damages to property or injury to persons arising from our operations. Moreover, environmental legislation and regulation, as well as the expectations of stakeholders, are evolving in a manner which may require stricter standards and enforcement, increased fines and penalties for non-compliance, cessation of operations, more stringent environmental assessments, and a heightened degree of responsibility for companies and their officers, directors and employees. Any changes in these laws, regulations or permits (or the interpretation or enforcement thereof) or any sanctions, damages, costs, obligations or liabilities in respect of these matters could have a material adverse effect on our business and/or the results of our operations and financial condition.

We will be required to obtain and sustain governmental permits and approvals to develop and operate the Projects, a process which is often costly and time-consuming. Failure to obtain or retain any necessary permits or approvals for our planned operations may negatively impact our business.