UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated Business Combination Agreement
On September 2, 2026, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British Virgin Islands (“MKAR”, and from and after the Closing, “PubCo”), and a direct, wholly owned subsidiary of Mkango Resources Ltd., a company organized under the laws of British Columbia, Canada (“Mkango” or the “Selling Shareholder”), Mkango Polska Sp. z o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA Poland” and, together with MKAR, the “Companies” and, each, a “Company”), and Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of MKAR (“Merger Sub”), entered into an Amended and Restated Business Combination Agreement (the “Business Combination Agreement”), which amends and restates in its entirety the previously disclosed Business Combination Agreement dated as of July 2, 2025 (the “Original Business Combination Agreement”), by and among SPAC, the Companies and Merger Sub, as amended on February 13, 2026, and May 20, 2026. Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.
The Business Combination Agreement amends and restates the Original Business Combination Agreement to, among other things, consolidate changes in prior amendments to the Original Business Combination Agreement and clarify that the Mkango BVI Share Reclassification is to occur after the effectuation of the Share Adjustment and the issuance of the Consideration Shares and the Advisor Compensation Shares.
Amendment No. 1 to the Sponsor Support Agreement
In connection with the Business Combination Agreement, on September 2, 2026, SPAC, CIIG Management III LLC, SPAC’s co-sponsor (“CIIG Management”) and MKAR entered into Amendment No. 1 to the Sponsor Support Agreement (the “Amendment’) to make conforming changes to the Sponsor Support Agreement to reflect MKAR’s name change and remove certain Mkango affiliates, and (ii) update the definition and amount of Founder Shares held by CIIG Management that may be subject to escrow to clarify that only such founder shares held by CIIG Management that are not subject to non-redemption agreements may be placed into escrow at Closing if certain conditions are not met. Additionally, the Amendment amends and restates the termination provision to include an additional clause that the Sponsor Support Agreement will be terminated at Closing if the amount of Available Gross SPAC Cash as of immediately prior to Closing is equal to or greater than $10,000,000.
Form of Registration Rights and Lock-Up Agreement
As previously disclosed, at Closing, PubCo, Mkango, the Sponsors, and certain shareholders of SPAC and MKAR will enter into a Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which PubCo will grant certain registration rights to the parties listed as SPAC Holders, NRA Investors and Company Holders therein, and their permitted transferees, with respect to PubCo securities.
In connection with the amendment and restatement of the Business Combination Agreement and the entry into the BCA Vote Non-Redemption Agreements described below, the Form of Registration Rights and Lock-Up Agreement was revised to modify the transfer restrictions applicable to the NRA Investors shortening the original one-year transfer restriction (or such earlier time if the trading price exceed $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination)(the “CPTK NRA Lock-Up Period”) and replacing it with a 180-day transfer restriction (or such earlier time if the trading price exceed $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 90 days after the initial business combination (the “MKAR NRA Lock-Up Period”). In addition, provisions were added to clarify that the PubCo Consideration Shares are Registrable Securities and not to subject to any contractual Lock-Up Period therein. In addition, if PubCo does not file the Registration Statement within the time periods specified therein, CIIG Management will be entitled to receive certain PubCo securities as liquidated damages.
This Current Report on Form 8-K (this “Current Report”) provides a summary of the Business Combination Agreement, the Amendment and the Registration Rights and Lock-Up Agreement. Such description does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and Amendment, a copy of which is filed as Exhibit 2.1 and 10.1 and 10.3 respectively to this Current Report and is incorporated by reference into this Current Report.
Item 7.01 Regulation FD Disclosure.
BCA Vote Non-Redemption Agreements
On September 2, 2026, Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), and CIIG Management entered into eight non-redemption agreements (the “BCA Vote Non-Redemption Agreements”) with certain funds and accounts managed by subsidiaries of BlackRock, Inc. (the “Investors”) pursuant to which the Investors have agreed to hold and not redeem 400,000 public shares at the extraordinary general meeting to be held to consider and approve proposals for the Business Combination (the “Business Combination Meeting Proposals”) in exchange for which the Company and MKAR will modify the transfer restrictions applicable to the applicable Assigned Securities to be held by Investors, estimated to be at least 510,000 founder shares as of September 2, 2026, upon the closing of the Business Combination replacing the CPTK NRA Lock-Up Period with the MKAR NRA Lock-Up Period.
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The per-share liquidation price for the Public Shares is anticipated to be approximately $12.01 based on the amount held in the Trust Account as of July 31, 2026, amounting to retaining at least $4.8 million in the Trust Account. The BCA Vote Non-Redemption Agreements are not expected to increase the likelihood that the Business Combination Meeting Proposals are approved by shareholders but are expected to increase the amount of funds that remain in the Company’s trust account following the Extraordinary General Meeting and substantially contribute toward the $5,000,000 Minimum Cash Condition in the Business Combination Agreement.
The foregoing description of the BCA Vote Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of BCA Vote Non-Redemption Agreement filed hereto as Exhibit 10.2 and incorporated herein by reference.
Most-Favored Nation and Charter Extension Non-Redemption Agreements
In connection with CIIG Management’s obligation to provide other investors who have previously executed non-redemption agreements subject to the CPTK NRA Lock-Up Period with the right to elect the MKAR NRA Lock-Up Period, at least 1,754,161 of additional founder shares will be eligible for the shortened transfer restrictions.
Additional Information and Where to Find It
In connection with the proposed Business Combination, MKAR and SPAC have filed a registration statement on Form F-4 (as amended, the “Registration Statement”) with the Securities and Exchange Commission (“SEC”), including a preliminary proxy statement of SPAC and a preliminary prospectus of MKAR with respect to the securities to be offered in the proposed Business Combination, a copy of which has also been filed under Mkango’s profile on SEDAR+. After the Registration Statement is declared effective, SPAC will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the proposed Business Combination. SPAC urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed Business Combination. Such persons can also read SPAC’s filings with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site at www.sec.gov and under Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ or by accessing the SEDAR+ filings through Mkango’s website at www.mkango.ca. In addition, the documents filed by SPAC may be obtained free of charge by directing a request to SPAC c/o Michael Minnick, Chief Executive Officer, 40 West 57th Street, 29th Floor New York, NY, or by telephone at (212) 796-4796.
Participants in the Solicitation
MKAR and SPAC and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the proposed Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors and officers in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to SPAC’s shareholders in connection with the proposed Business Combination will be set forth in the proxy statement/prospectus for the proposed Business Combination when available. Information concerning the interests of MKAR’s and SPAC’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the proposed Business Combination when it becomes available.
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Forward-Looking Statements
All statements other than statements of historical facts contained in this Current Report, including statements regarding PubCo’s future financial position, results of operations, business strategy, and plans and objectives of their management team for future operations, are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, SPAC, MKAR or their respective management teams’ expectations concerning the ability of MKAR to utilize certain projection development financing from the U.S. Development Finance Corporation (the “DFC”) to advance its activities, the provision of additional funding by the DFC, the outlook for their or PubCo’s business, productivity, plans, goals for future operational improvements, capital investments, operational performance, future market conditions, economic performance, developments in the capital and credit markets, expected future financial performance, capital expenditure plans and timeline, mineral reserve and resource estimates, production and other operating results, productivity improvements, expected net proceeds, expected additional funding, potential financing activities by SPAC and MKAR, including any contemplated private placement transaction, potential non-deal roadshows, and possible PubCo financing discussions, the percentage of redemptions of SPAC’s public shareholders, growth prospects and outlook of PubCo’s operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of PubCo’s projects, future listing of PubCo on Nasdaq, as well as any information concerning possible or assumed future results of operations of PubCo. Forward-looking statements also include statements regarding the expected benefits of the proposed Business Combination. The forward-looking statements are based on the current expectations of the respective management teams of SPAC and MKAR, as applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s or PubCo’s securities, (ii) the risk that the proposed Business Combination may not be completed by SPAC’s business combination deadline, or at all, and the potential failure to obtain an extension of the business combination deadline if sought by SPAC or MKAR, (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement by Mkango, the shareholders of SPAC and the TSX-V, the satisfaction of the minimum cash amount following redemptions by SPAC’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the price of rare earth materials, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the proposed Business Combination on SPAC’s or MKAR’s business relationships, performance, and business generally, (vii) the outcome of any legal proceedings that may be instituted against SPAC or PubCo related to the Business Combination Agreement or the proposed Business Combination, (viii) failure to realize the anticipated benefits of the proposed Business Combination, (ix) the inability to effect and maintain the quotation of SPAC’s securities on the OTC Markets or the inability of MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability of PubCo to maintain the listing of its securities on the Nasdaq Stock Market, (x) the risk that the price of PubCo’s securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which PubCo plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure, (xi) the inability to implement business plans, forecasts, and other expectations after the completion of the proposed Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations, (xii) the risk that PubCo may not be able to successfully develop its assets, (xiii) the risk that PubCo will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xiv) the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland, and geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that PubCo could face, and (xvi) the risk that additional financing in connection with the proposed Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy the minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may be additional risks that SPAC or MKAR presently do not know or that they currently believe are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this Current Report and the other risks and uncertainties described in SPAC’s filings with the SEC, the risks described in the Registration Statement and any amendments thereto, and those discussed and identified in filings made with the SEC by SPAC and PubCo, from time to time. SPAC and MKAR caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this Current Report speak only as of the date of this Current Report. None of SPAC or MKAR undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that SPAC or MKAR will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed Business Combination, in SPAC’s or PubCo’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.
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No Offer or Solicitation
This Current Report shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Number | Description | |
| 2.1* | Amended and Restated Business Combination Agreement, dated as of September 2, 2026 | |
| 10.1 | Amendment No. 1 to Sponsor Support Agreement, dated as of September 2, 2026 | |
| 10.2 | Form of Non-Redemption Agreement | |
| 10.3 | Form of MKAR Registration Rights and Lock-Up Agreement (included as Exhibit A to Exhibit 2.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. SPAC agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 3, 2026
| Crown PropTech Acquisitions | |||
| By: | /s/ Michael Minnick | ||
| Name: | Michael Minnick | ||
| Title: | Chief Executive Officer | ||
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