Restatement of Previously Issued Financial Statements

6 Months Ended

Jun. 30, 2024

Restatement of Previously Issued Financial Statements [Abstract]

Restatement of Previously Issued Financial Statements

Note 2– Restatement of Previously Issued Financial Statements

On October 13, 2025, the Company’s management, in consultation with the Audit Committee of the Board of Directors, concluded that the Company’s previously issued interim financial statements as of and for the periods ended June 30, 2023 (the impacted period) should be restated to correct the accounting for the below transactions:

During the three months ended March 31, 2023, the Company entered into non-redemption agreements with certain investors. For the six months ended June 30, 2023, the Company reported the impact in the statement of changes in shareholders’ deficit. In accordance with the 10-K as of December 31, 2023 filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $1,156,500 as an expense in the statement of operations for the six months ended June 30, 2023. For the three months ended June 30, 2023, there was no impact to the statement of changes in shareholders’ deficit or the statement of operations for this restatement.

The transaction was determined to be a transfer of an existing equity interest between shareholders, coupled with an agreement not to redeem, the appropriate accounting is consistent with SEC Staff guidance in SAB Topic 5T (“Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”). Any value conveyed to the investor is a cost of securing financing or corporate actions, borne and funded entirely by the Sponsor, and thus would be reflected as a capital contribution to the Company, with a corresponding charge to expense in the Company’s books. No recognition of a new liability or equity instrument by the Company is warranted, as the Company is not a party to an issuance transaction and is not contractually bound to deliver shares or cash consideration to the investor.

During the three month period ended March 31, 2023, Crown PropTech Sponsor forgave the Company for administrative fees due Crown PropTech Sponsor. For the six months ended June 30, 2023, the Company reported this amount as a component of total other income, net on the statement of operations. In accordance with the 10-K as of December 31, 2023 filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $339,107 as an equity contribution on the statement of changes in shareholders’ deficit for the six months ended June 30, 2023. For the three months ended June 30, 2023, there was no impact to the statement of changes in shareholders’ deficit or the statement of operations for this restatement.

The Crown PropTech Sponsor’s debt forgiveness was determined to be a capital contribution by a principal stockholder which requires recognition in the Company’s financial statements as an increase to additional paid-in capital. This treatment reflects the substance of a stockholder capital contribution consistent with SAB Topic 5T’s guidance (“Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”).

In connection with a Securities Assignment Agreement dated January 17, 2023, the Crown PropTech Sponsor agreed to pay all expenses of the company until December 31, 2022. For the six months ended June 30, 2023, the company included these expenses as operating costs. In accordance with the 10-K as of December 31, 2023 filed by the Company with the SEC on September 12, 2025, the Company adjusted the impact of $263,040 as an equity contribution on the statement of changes in shareholders’ deficit for the six months ended June 30, 2023. For the three months ended June 30, 2023, there was no impact to the statement of changes in shareholders’ deficit or the statement of operations for this restatement.

The Securities Assignment Agreement does not give rise to a recognition or measurement event for the Company under accounting principles generally accepted in the United States of America (“GAAP”) with the exception of the legacy expenses of the Company that have been paid by Crown PropTech Sponsor. The legacy expenses paid on the Company’s behalf by a principal stockholder requires recognition in the Company’s financial statements as a decrease to the relevant gain from settlement of payables and an increase to additional paid-in capital, measured based on the value of the consideration transferred to the third party at settlement. This treatment reflects the substance of a stockholder-funded Company expense rather than a related-party exchange measured solely by stated terms and is consistent with SAB Topic 5T’s guidance and related GAAP references.

In addition to the restatements of the above items, for the six months ended June 30, 2023, components of accumulated deficit on the statement of changes in shareholders’ deficit were restated, resulting in no change in accumulated deficit. The restatement related to a securities assignment agreement dated January 17, 2023. In the Company’s June 30, 2023 Form 10-Q filed with the SEC on August 14, 2023, the company recognized $2,837,593 in accumulated deficit with an offset in the same amount. For the three months ended June 30, 2023, there was no impact to the statement of changes in shareholders’ deficit for this restatement. Upon further review, management determined the transaction did not warrant recognition in the financial statements under SAB 5T.

The impact of the restatement on the Company’s financial statements is reflected in the following tables:

	As Reported			Restatement			As Restated

Balance Sheet June 30, 2023

Additional Paid-in Capital	$	9,853,638		$	1,758,647		$	11,612,285
Accumulated Deficit	$	(12,649,985	)	$	(1,758,647	)	$	(14,408,632	)

Statements of Operations for the Three Months Ended June 30, 2023

Operating costs	$	335,774		$	(18,228	)	$	317,546
Loss from Operations	$	(335,774	)	$	18,228		$	(317,546	)
Settlement of payables	$	400,000		$	(18,228	)	$	381,772
Total other income, net	$	1,195,983		$	(18,228	)	$	1,177,755

Statements of Operations for the Six Months Ended June 30, 2023

Operating costs	$	1,249,503		$	244,812		$	1,494,315
Loss from Operations	$	(1,249,503	)	$	(244,812	)	$	(1,494,315	)
Settlement of payables	$	777,871		$	(357,335	)	$	420,536
Non-redemption agreement expense	$	-		$	(1,156,500	)	$	(1,156,500	)
Total other income, net	$	1,853,840		$	(1,513,835	)	$	340,005
Net income	$	604,337		$	(1,758,647	)	$	(1,154,310	)
Basic and diluted net income per redeemable share	$	0.04		$	(0.11	)	$	(0.07	)
Basic and diluted net income per non-redeemable share	$	0.04		$	(0.11	)	$	(0.07	)

Statements of Changes in Shareholders’ Deficit for the Six Months Ended June 30, 2023

Non-redemption agreements	$	(1,156,500	)	$	1,156,500		$	-
Equity contribution from Crown PropTech Sponsor in connection with forgiveness of Administrative Services Agreement	$	-		$	339,107		$	339,107
Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement	$	-		$	263,040		$	263,040
Total Additional Paid in Capital	$	9,853,638		$	1,758,647		$	11,612,285
CIIG Securities Assignment Agreement	$	(2,837,593	)		2,837,593		$	-
Excess value of CIIG Securities Assignment Agreement	$	2,837,593			(2,837,593	)	$	-
Net income	$	604,337		$	(1,758,647	)	$	(1,154,310	)
Total Accumulated Deficit	$	(12,649,985	)	$	(1,758,647	)	$	(14,408,632	)

Statements of Cash Flows for the Six Months Ended June 30, 2023

Net income	$	604,337		$	(1,758,647	)	$	(1,154,310	)
Non-redemption agreement expense	$	-		$	1,156,500		$	1,156,500
Settlement of payables	$	(777,871	)	$	357,335		$	(420,536	)
Accounts payable	$	736,652		$	(18,228	)	$	718,424
Net cash used in operating activities	$	(509,861	)	$	(263,040	)	$	(772,901	)
Equity contribution from Crown PropTech Sponsor in connection with the Securities Assignment Agreement	$	-		$	263,040		$	263,040
Net cash used in financing activities	$	(237,844,366	)	$	263,040		$	(237,581,326	)
Supplemental Disclosure of Non-Cash Financing Activities:
Equity contribution from Non-Redemption Agreements	$	-		$	1,156,500		$	1,156,500
Equity contribution from Crown PropTech Sponsor in connection with forgiveness of Administrative Services Agreement	$	-		$	339,107		$	339,107

Crown PropTech Acquisitions 10-Q