UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

Commission file number 001-40017

CROWN PROPTECH ACQUISITIONS

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

40 West 57th Street, 29^th Floor

New York, New York 10019

(Address of Principal Executive Offices, Zip Code)

(212) 796-4796

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Redeemable warrants		CPTKW		N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

As of ~~June~~December 3031, ~~2023~~2024, the aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $425,~~930~~536,~~042~~ 748 (based on the closing sales price of the ordinary shares of $10.2378).

As of ~~September~~December 112, 2025, 491,806 shares of Class A ordinary shares, par value $0.0001 per share, and 6,900,000 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Documents Incorporated by Reference: None.

CROWN PROPTECH ACQUISITIONS

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page	~~Page~~
Part I
Item 1.	Business	~~Business~~1	1
Item 1A.	Risk Factors	~~Risk Factors~~21	25
Item 1B.	Unresolved Staff Comments	~~Unresolved Staff Comments~~64	68
Item 1C.	Cybersecurity	~~Cybersecurity~~64	68
Item 2.	Properties	~~Properties~~64	68
Item 3.	Legal Proceedings	~~Legal Proceedings~~64	68
Item 4.	Reserved	~~Reserved~~64	68
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~65	69
Item 6.	Reserved	~~Reserved~~66	70
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~66	70
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~75	87
Item 8.	Financial Statements and Supplementary Data	~~Financial Statements and Supplementary Data~~75	87
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~75	87
Item 9A.	Controls and Procedures	~~Controls and Procedures~~75	87
Item 9B.	Other Information	~~Other Information~~76	88
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	~~Disclosure Regarding Foreign Jurisdictions That Prevent Inspections~~76	88
Part III
Item 10.	Directors, Executive Officers And Corporate Governance	~~Directors, Executive Officers And Corporate Governance~~77	89
Item 11.	Executive Compensation	~~Executive Compensation~~86	98
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~86	98
Item 13.	Certain Relationships and Related Transactions and Director Independence	~~Certain Relationships and Related Transactions and Director Independence~~88	~~100~~
Item 14.	Principal Accounting Fees and Services	~~Principal Accounting Fees and Services~~90	~~102~~
Part IV
Item 15.	Exhibits, Financial Statement Schedules	~~Exhibits, Financial Statement Schedules~~91	~~103~~
Item 16.	Form 10-K Summary	~~Form 10-K Summary~~94	~~105~~

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:

●

our ability to complete our initial business combination, including the Business Combination Agreement (defined below);

●

our expectations around the performance of a prospective target business or businesses, such as Mkango;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential business combination opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

●

the trust account not being subject to claims of third parties; or

●

our financial performance.

The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) 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, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

PART I

Item 1. Business

Business

Crown PropTech Acquisitions (“Crown,” “us,” “we” or the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, ~~2023~~2024, the Company had not commenced any operations. All activity for the year ended December 31, ~~2023~~ 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsors are Crown PropTech Sponsor, LLC (“Crown PropTech Sponsor”), a Delaware limited liability company and CIIG Management III LLC (“CIIG”), a Delaware limited liability company, (each, a “sponsor” and together, the “sponsors”). The registration statement for the Company’s Initial Public Offering was declared effective on February 8, 2021. On February 11, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (including 3,600,000 units purchased by the underwriters pursuant to their over-allotment option) (the “Units” and, with respect to the Class A ordinary shares included in the Units that were offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $276,000,000, and incurring offering costs of approximately $15,710,090, inclusive of $5,520,000 in underwriting commissions, approximately $9,660,000 in deferred underwriting commissions (Note 6), and $530,090 of other offering costs. As discussed ~~below~~in the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Underwriting Agreement paragraph, in December 2022, the underwriters elected to waive their right to receive any deferred underwriting commissions.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,520,000. The Private Placement Warrants were sold to Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”). The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

Upon the closing of the Initial Public Offering and the Private Placement, $276,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of the initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s fifth amended and restated memorandum and articles of association, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination by March 11, 2026 (or within any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our fifth amended and restated memorandum and articles of association), subject to applicable law. The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from May 11, 2025 to March 11, 2026, and funds were released from the trust account to redeem certain Public Shares in connection therewith. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

On ~~December~~ January 1417, ~~2022~~2023, CIIG ~~RBC~~entered ~~Capital~~into ~~Markets,~~a ~~LLC~~Securities Assignment Agreement (the “~~RBC~~Assignment Agreement”), ~~representative~~by ofand among the ~~underwriters~~Crown toPropTech ~~our Initial Public Offering~~Sponsor, ~~delivered~~CIIG aand ~~waiver~~Richard ~~letter~~Chera, towhereby Crown ~~waiving~~PropTech ~~any~~Sponsor ~~entitlement~~sold, totransferred ~~the~~and ~~payment~~assigned of5,662,000 ~~any~~Class B ~~deferred~~ordinary ~~underwriting~~shares ~~commissions~~of ~~(in~~the ~~an aggregate amount~~Company ofand $9250,~~660,000)~~667 inPrivate ~~connection~~Placement ~~with~~Warrants ~~its~~to ~~role~~purchase asClass A ~~underwriter~~ordinary inshares of the ~~Initial~~Company ~~Public~~to ~~Offering~~CIIG. ~~(the~~In ~~“Underwriter~~connection ~~Waiver”).~~with ~~Such~~entry into ~~deferred~~the ~~underwriting~~Assignment ~~commissions~~Agreement, ~~were~~CIIG ~~agreed~~(i) entered ~~between~~into ~~Crown~~a ~~and~~letter ~~the~~agreement ~~underwriters~~with in the ~~underwriting~~Company ~~agreement~~and ~~executed~~(ii) entered ininto ~~connection~~a joinder agreement ~~with~~to ~~our~~the ~~Initial~~registration ~~Public~~rights ~~Offering~~agreement ~~and~~among ~~was~~Crown, toCrown bePropTech ~~payable~~Sponsor toand the ~~underwriters~~Anchor ~~from~~Investor ~~the~~dated ~~amounts~~February 8, ~~held~~2021 in(“Registration Rights ~~the~~Agreement”) ~~trust~~entered ~~account~~into ~~solely~~ in ~~the~~connection ~~event that~~with the Company’s ~~completes~~Initial anPublic ~~initial business combination~~Offering. As a result of the ~~Underwriter~~above ~~Waiver~~transactions, ~~the transaction fees that would have~~ ~~been~~as ~~payable by Crown at the completion~~ of anJanuary 17, ~~initial~~2023, ~~business~~CIIG ~~combination~~became ~~were~~co-sponsor ~~reduced~~with byCrown ~~approximately~~PropTech $9Sponsor.~~66 million.~~

On Beginning on January 1731, 2023, ~~CIIG~~and ~~entered~~continuing ~~into~~until athe ~~Securities~~Company’s ~~Assignment~~February 9, ~~Agreement~~2023 ~~(the~~extraordinary general meeting of shareholders (“~~Assignment~~Extraordinary General ~~Agreement~~Meeting”), bythe Company and ~~among~~CIIG ~~the Crown~~entered ~~PropTech~~into ~~Sponsor,~~certain ~~CIIG~~non-redemption agreements and ~~Richard~~assignments ~~Chera,~~of ~~whereby~~economic ~~Crown~~interests ~~PropTech~~(the “Non-Redemption ~~Sponsor~~Agreements”) ~~sold,~~with ~~transferred~~certain ~~and~~investors ~~assigned~~(the ~~5,662,000~~“Non-Redeeming ~~Class B ordinary~~Investors”). ~~shares~~The ofNon-Redemption Agreements provide for the ~~Company~~assignment ~~and~~of ~~250,667~~economic ~~Private~~interest ~~Placement~~of ~~Warrants~~an toaggregate ~~purchase~~of 1,500,000 Class AB ordinary shares ofheld ~~the~~by ~~Company~~CIIG to ~~CIIG.~~the Non-Redeeming InInvestors ~~connection~~in ~~with~~exchange ~~entry~~for ~~into~~such ~~the~~Non-Redeeming ~~Assignment~~Investors ~~Agreement,~~agreeing ~~CIIG~~to ~~(i) entered~~hold ~~into~~and anot ~~letter~~redeem ~~agreement~~an ~~with~~aggregate ~~the~~of ~~Company~~4,000,000 ~~and~~Public ~~(ii) entered~~Shares at the ~~into~~Extraordinary aGeneral ~~joinder~~Meeting. ~~agreement~~Pursuant to the ~~registration~~Non-Redemption ~~rights agreement among Crown~~Agreements, ~~Crown~~CIIG ~~PropTech~~has ~~Sponsor~~agreed ~~and~~to ~~the~~transfer ~~Anchor~~to ~~Investor~~such ~~dated~~Non-Redeeming ~~February 8,~~Investors ~~2021~~an ~~(“Registration~~aggregate ~~Rights~~of ~~Agreement”)~~1,500,000 ~~entered~~ordinary ~~into~~shares in connection with the ~~Company’s~~consummation ~~Initial Public Offering. As a result~~ of ~~the~~an ~~above~~initial ~~transactions,~~business ~~as of January 17, 2023, CIIG became co-sponsor with Crown PropTech Sponsor~~combination.

~~Beginning on~~On ~~January~~February 319, 2023, ~~and continuing until~~ the Company’s ~~February 9,~~held ~~2023~~its ~~extraordinary general meeting of shareholders (“~~Extraordinary General Meeting~~”),~~ ~~the~~to ~~Company~~vote ~~and~~on ~~CIIG~~the ~~entered~~proposal ~~into~~to ~~certain~~amend ~~non-redemption~~the ~~agreements~~Company’s first amended and ~~assignments~~restated ofmemorandum ~~economic~~and ~~interests~~articles ~~(the~~of ~~“Non-Redemption~~association ~~Agreements”)~~to ~~with~~extend ~~certain investors (~~the ~~“Non-Redeeming~~date ~~Investors”). The~~by ~~Non-Redemption~~which ~~Agreements provide for~~ the ~~assignment~~Company ofmust ~~economic~~consummate ~~interest~~an ofinitial anbusiness ~~aggregate~~combination offrom 1February 11,~~500,000~~ 2023 ~~Class B~~(which ~~ordinary~~is ~~shares held~~24 bymonths ~~CIIG~~from to the ~~Non-Redeeming~~closing ~~Investors~~of inthe ~~exchange~~Initial ~~for~~Public ~~such~~Offering) ~~Non-Redeeming Investors agreeing~~ to ~~hold~~February 11, ~~and~~2024 ~~not~~(the ~~redeem~~“2023 anExtension ~~aggregate~~Proposal”). ofAt ~~4,000,000 Public Shares at~~ the Extraordinary General Meeting~~. Pursuant to the Non-Redemption Agreements~~, ~~CIIG~~our ~~has~~shareholders ~~agreed~~approved ~~to transfer to such Non-Redeeming Investors an aggregate of 1,500,000 ordinary shares in connection with~~ the ~~consummation~~Extension ~~of an initial business combination~~Proposal.

~~On February 9,~~In ~~2023,~~connection with the ~~Company~~vote to ~~held~~approve ~~its~~the ~~Extraordinary~~Extension ~~General~~Proposal, ~~Meeting~~shareholders toholding ~~vote~~an onaggregate ~~the~~of ~~proposal~~23,403,515 toshares ~~amend~~of the Company’s ~~first~~Class A ordinary ~~amended~~shares ~~and~~exercised ~~restated~~their ~~memorandum~~right ~~and~~to ~~articles~~redeem oftheir ~~association~~shares tofor ~~extend~~a ~~the~~pro ~~date~~rata byportion ~~which~~of the ~~Company~~funds ~~must~~in ~~consummate~~the antrust ~~initial~~account. ~~business combination~~As ~~from~~a ~~February 11~~result, ~~2023~~ $238,305,063 (~~which~~approximately is$10.18 24per ~~months~~share) was deducted from the ~~closing~~trust ofaccount ~~the~~to ~~Initial~~pay ~~Public~~such ~~Offering)~~holders. toAs of February 119, ~~2024~~2023, following the redemption (of the ~~“2023~~Public ~~Extension~~Shares ~~Proposal”)~~described above, approximately $42,730,489 remained in the trust account. AtFollowing the ~~Extraordinary~~redemptions, ~~General~~there ~~Meeting~~were 4,196,485 Class A ~~our~~Ordinary ~~shareholders~~Shares ~~approved~~issued and outstanding and the ~~Extension~~6,900,000 ~~Proposal~~Founder Shares (as defined below) that remained outstanding represented 62.2% of the Company’s issued and outstanding ordinary shares.

In connection with the vote to approve the Extension Proposal, shareholders holding an aggregate of 23,403,515 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the trust account. As a result, $238,305,063.72 (approximately $10.18 per share) was deducted from the trust account to pay such holders. As of February 9, 2023, following the redemption of the Public Shares described above, approximately $42,730,488.52 remained in the trust account. Following the redemptions, there were 4,196,485 Class A Ordinary Shares issued and outstanding and the 6,900,000 Founder Shares (as defined below) that remained outstanding represented 62.2~~% of the Company’s issued and outstanding ordinary shares.~~

2On February 9, 2024, the Company’s shareholders approved an amendment to amend and restate the Company’s Second Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial Business Combination from February 11, 2024 to August 11, 2024 (the “February 2024 Extension Proposal”).

OnIn connection with the vote to approve the February 9, 2024, ~~the~~Extension ~~Company’s~~Proposal, shareholders ~~approved~~holding an ~~amendment~~aggregate toof ~~amend~~2,195,847 ~~and~~shares ~~restate~~of the Company’s ~~Second Amended~~Class A ~~and~~ordinary ~~Restated~~shares ~~Memorandum~~exercised ~~and~~their ~~Articles~~right ofto ~~Association~~redeem totheir ~~extend~~shares ~~the~~for ~~date~~a bypro ~~which~~rata portion of the ~~Company~~funds ~~must~~in ~~consummate~~the anTrust ~~initial~~Account ~~Business~~(as ~~Combination~~defined below). ~~from~~As ~~February~~a result, 11$23,724,846 ~~2024~~(approximately $10.80 per share) was withdrawn from the Trust Account to ~~August~~redeem ~~11,~~such ~~2024~~shares. (Following the redemptions, ~~“February~~there ~~2024~~were ~~Extension~~2,000,638 ~~Proposal”)~~Class A ordinary shares issued and outstanding.

~~In connection~~Associated with the ~~vote~~February 9, to2024 ~~approve~~Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024 ~~Extension~~Non-Redemption Agreements”) ~~Proposal~~with certain investors pursuant to which, ~~shareholders~~if ~~holding~~such aninvestors ~~aggregate~~do ofnot ~~2,195,847~~redeem ~~shares~~(or ofvalidly ~~the~~rescind any redemption requests ~~Company’s~~on) their Class A ordinary shares ~~exercised~~of ~~their~~the ~~right~~Company to(the ~~redeem~~“February ~~their~~2024 ~~shares~~Non-Redeemed ~~for~~Shares”) ain ~~pro~~connection ~~rata~~with ~~portion~~the ofFebruary 9, ~~the~~2024 ~~funds~~Extraordinary inGeneral ~~the Trust~~Meeting, ~~Account~~CIIG ~~(as~~agreed ~~defined~~to ~~below).~~transfer Asto asuch ~~result, $23,724,846~~investors ~~(approximately~~Class ~~$10.80~~B ~~per~~ordinary ~~share)~~shares ~~was~~held ~~withdrawn~~by ~~from~~CIIG immediately following the ~~Trust~~consummation ~~Account~~ of an initial Business Combination if they continue to ~~redeem~~hold such ~~shares.~~February ~~Following~~2024 ~~the~~Non-Redeemed ~~redemptions,~~Shares ~~there~~through ~~were~~the 2February 9,~~000,638~~ ~~Class A~~2024 ~~ordinary~~Extraordinary ~~shares~~General ~~issued and outstanding~~Meeting.

~~Associated with~~The ~~the~~ February 9, 2024 ~~Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024~~ Non-Redemption Agreements”) ~~with~~provide ~~certain~~for ~~investors~~the ~~pursuant~~assignment of up to ~~which~~464,414 ~~if such investors do not redeem (or validly rescind any redemption requests on) their~~ Class AB ordinary shares, ofpar ~~the~~value ~~Company~~$0.0001 ~~(the~~per ~~“February 2024 Non-Redeemed Shares”) in connection with the February 9~~share, ~~2024~~held ~~Extraordinary~~by ~~General Meeting,~~ CIIG ~~will agree~~ to ~~transfer~~the ~~to such~~ investors ~~Class B ordinary shares held by~~ ~~CIIG~~in ~~immediately~~exchange ~~following~~for ~~the~~such ~~consummation~~Investors ofagreeing ~~an initial Business Combination if they continue~~ to hold ~~such~~and ~~February~~not ~~2024~~redeem ~~Non-Redeemed Shares~~certain ~~through~~public shares at the February 9, 2024 Extraordinary General Meeting.

~~The February~~On ~~2024~~August ~~Non-Redemption~~9, ~~Agreements~~2024, ~~provide for~~ the ~~assignment~~Company’s shareholders ofapproved upan amendment to ~~464,414~~amend ~~Class~~and Brestate ~~ordinary~~the ~~shares,~~Company’s ~~par~~Third ~~value~~Amended ~~$0.0001~~and ~~per~~Restated ~~share, held~~Memorandum byand ~~CIIG~~Articles of Association to extend the ~~investors~~date inby ~~exchange~~which ~~for~~the ~~such~~Company ~~Investors~~must ~~agreeing~~consummate toan ~~hold~~initial ~~and~~Business ~~not~~Combination ~~redeem~~from ~~certain~~August 11, ~~public~~2024 ~~shares~~to atMay ~~the~~11, ~~February~~2025 9,(the “August 2024 ~~Extraordinary~~Extension ~~General Meeting~~Proposal”).

OnIn connection with the vote ~~August~~to 9,approve the August 2024, ~~the~~Extension ~~Company’s~~Proposal, shareholders ~~approved~~holding an ~~amendment~~aggregate toof ~~amend~~1,487,025 ~~and~~shares ~~restate~~of the Company’s ~~Third~~Class A ordinary ~~Amended~~shares ~~and~~exercised ~~Restated Memorandum~~their ~~and~~right ~~Articles~~to ofredeem ~~Association~~their toshares ~~extend~~for ~~the~~a ~~date~~pro byrata ~~which~~portion of the ~~Company~~funds ~~must~~in ~~consummate~~the anTrust ~~initial~~Account ~~Business~~(as ~~Combination~~defined ~~from~~below). As ~~August~~a result, 11$16, ~~2024~~484,256 (approximately $11.09 per share) was withdrawn from the Trust Account to ~~May~~redeem ~~11,~~such ~~2025~~shares. (Following the redemptions, ~~“August~~there ~~2024~~were ~~Extension~~513,613 ~~Proposal”)~~Class A ordinary shares issued and outstanding.

~~In connection~~Associated with the ~~vote to approve the~~ August 9, 2024 ~~Extension~~Extraordinary ~~Proposal~~General Meeting, ~~shareholders~~the ~~holding~~Company anand ~~aggregate~~CIIG ofentered ~~1,487,025~~into ~~shares~~non-redemption ofagreements (the ~~Company’s~~ ~~Class A~~“August ~~ordinary~~2024 ~~shares~~Non-Redemption Agreements”) ~~exercised~~with ~~their~~certain ~~right~~investors pursuant to ~~redeem~~which, ~~their~~if ~~shares~~such ~~for~~investors ado ~~pro~~not ~~rata~~redeem ~~portion~~(or ofvalidly ~~the~~rescind ~~funds~~any inredemption ~~the~~requests ~~Trust~~on) ~~Account~~their ~~(as~~Class ~~defined~~A ~~below).~~ordinary Asshares aof ~~result, $16,484,256~~the Company (~~approximately~~the ~~$11.09~~“August ~~per~~2024 ~~share~~Non-Redeemed Shares”) ~~was~~in ~~withdrawn~~connection ~~from~~with the ~~Trust~~August ~~Account~~9, 2024 Extraordinary General Meeting, CIIG agreed to ~~redeem~~transfer to such investors Class B ordinary shares. ~~Following~~held by CIIG immediately following the ~~redemptions,~~consummation ~~there~~of ~~were~~an ~~513,613~~initial ~~Class A~~Business ~~ordinary~~Combination ~~shares~~if ~~issued~~they ~~and~~continue ~~outstanding~~to hold such August 2024 Non-Redeemed Shares through the August 9, 2024 Extraordinary General Meeting.

~~Associated with~~The ~~the~~ August 9, 2024 ~~Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “August 2024~~ Non-Redemption Agreements”) ~~with~~provide ~~certain~~for ~~investors~~the ~~pursuant~~assignment of up to ~~which~~115,287 ~~if such investors do not redeem (or validly rescind any redemption requests on) their~~ Class AB ordinary shares, ofpar ~~the~~value ~~Company~~$0.0001 ~~(the~~per ~~“August 2024 Non-Redeemed Shares”) in connection with the August 9~~share, ~~2024~~held ~~Extraordinary~~by ~~General Meeting,~~ CIIG ~~will agree~~ to ~~transfer~~the ~~to such~~ investors ~~Class B ordinary shares held by~~ ~~CIIG~~in ~~immediately~~exchange ~~following~~for ~~the~~such ~~consummation~~Investors ofagreeing ~~an initial Business Combination if they continue~~ to hold ~~such~~and ~~August~~not ~~2024~~redeem ~~Non-Redeemed Shares~~certain ~~through~~public shares at the August 9, 2024 Extraordinary General Meeting.

~~The August~~On ~~2024~~May ~~Non-Redemption~~9, ~~Agreements~~2025, ~~provide for~~ the ~~assignment~~Company’s shareholders ofapproved upan amendment to ~~115,287~~amend ~~Class~~and Brestate ~~ordinary~~the ~~shares,~~Company’s ~~par~~Fourth ~~value~~Amended ~~$0.0001~~and ~~per~~Restated ~~share, held~~Memorandum byand ~~CIIG~~Articles of Association to extend the ~~investors~~date inby ~~exchange~~which ~~for~~the ~~such~~Company ~~Investors~~must ~~agreeing~~consummate toan ~~hold~~initial ~~and~~Business ~~not~~Combination ~~redeem~~from ~~certain~~May ~~public~~11, ~~shares~~2025 atto ~~the~~March ~~August 9~~11, ~~2024~~2026 (the “May ~~Extraordinary~~2025 ~~General~~Extension ~~Meeting~~Proposal”).

OnIn connection with the vote ~~May~~to 9,approve the May 2025, ~~the~~Extension ~~Company’s~~Proposal, shareholders ~~approved~~holding an ~~amendment~~aggregate toof ~~amend~~21,807 ~~and~~shares ~~restate~~of the Company’s ~~Fourth~~Class A ~~Amended~~ordinary shares ~~and~~exercised ~~Restated Memorandum~~their ~~and~~right ~~Articles~~to ofredeem ~~Association~~their toshares ~~extend~~for ~~the~~a ~~date~~pro byrata ~~which~~portion of the ~~Company~~funds ~~must~~in ~~consummate~~the anTrust ~~initial~~Account ~~Business~~(as ~~Combination~~defined ~~from~~below). ~~May~~As a 11result, ~~2025~~approximately to$0.25 ~~March~~million (approximately $11,.47 ~~2026~~per (share) was withdrawn from the ~~“May~~Trust ~~2025~~Account ~~Extension~~to ~~Proposal”)~~redeem such shares. Following the redemptions, there were 491,806 Class A ordinary shares issued and outstanding.

In connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result approximately, $0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to redeem such shares. Following the redemptions, there were 491,806 Class A ordinary shares issued and outstanding.3

3Associated with the May 9, 2025 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025 Non-Redemption Agreements”) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of the Company (the “May 2025 Non-Redeemed Shares”) in connection with the May 9, 2025 Extraordinary General Meeting, CIIG agreed to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such May 2025 Non-Redeemed Shares through the May 9, 2025 Extraordinary General Meeting.

~~Associated with~~The ~~the~~ May 9, 2025 ~~Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “May 2025~~ Non-Redemption Agreements”) ~~with~~provided ~~certain~~for ~~investors~~the ~~pursuant~~assignment toof ~~which~~up 115,287 ~~if such investors do not redeem (or validly rescind any redemption requests on) their~~ Class AB ordinary shares, ofpar ~~the~~value ~~Company~~$0.0001 ~~(the~~per ~~“May 2025 Non-Redeemed Shares”) in connection with the May 9~~share, ~~2025~~held ~~Extraordinary~~by ~~General Meeting,~~ CIIG ~~will agree~~ to ~~transfer~~the ~~to such~~ investors ~~Class B ordinary shares held by CIIG immediately~~ ~~following~~in ~~the~~exchange ~~consummation~~for ofsuch anInvestors ~~initial~~agreeing ~~Business Combination if they continue~~ to hold ~~such~~and ~~May~~not ~~2025~~redeem ~~Non-Redeemed~~certain ~~Shares~~public ~~through~~shares at the May 9, 2025 Extraordinary General Meeting.

~~The May~~Business ~~2025~~Combination Non-Redemption Agreements provided for the assignment of up 115,287 Class B ordinary shares, par value $0.0001 per share, held by CIIG to the investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the May 9, 2025 Extraordinary General Meeting.Agreement

On July 2, 2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”), (ii) Mkango (Cayman) Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned Subsidiary of Lancaster (as defined below) (“Merger Sub”), (iii) Lancaster Exploration Limited, a company organized under the laws of the British Virgin Islands (“Lancaster”, 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 (the “Selling Shareholder”), (iv) Mkango Polska s.p. Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA Poland”), (v) Mkango ServiceCo UK Limited, a company organized under the laws of England and a direct, wholly owned subsidiary of Selling Shareholder (“Mkango ServiceCo”), and (vi) MKA Exploration Ltd., a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (“MKA BVI”, and together with Lancaster, MKA Poland and Mkango ServiceCo, the “Companies” and, each, a “Company”) entered into a business combination agreement (the “Business Combination Agreement”). Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.

~~On July~~Pursuant 2,to ~~2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under~~ the ~~laws of the Cayman Islands (“SPAC”),~~Business ~~(ii)~~Combination ~~Mkango (Cayman) Limited~~Agreement, ~~an exempted company limited by shares incorporated under~~ the ~~laws~~parties ofthereto ~~the~~will ~~Cayman~~enter ~~Islands~~into ~~and~~ a ~~direct~~business ~~wholly owned~~combination ~~Subsidiary~~transaction ofby ~~Lancaster~~which, ~~(as~~among ~~defined~~other ~~below)~~things, (“Merger Sub~~”),~~ will ~~(iii)~~be ~~Lancaster~~merged ~~Exploration~~with ~~Limited,~~and ainto ~~company~~SPAC, ~~organized under~~with ~~the~~SPAC ~~laws~~being of the ~~British~~surviving ~~Virgin~~entity ~~Islands~~of ~~(“Lancaster”, and from and after~~ the ~~Closing,~~Merger ~~“PubCo”),~~ and becoming a ~~direct,~~ wholly -owned subsidiary of ~~Mkango Resources Ltd~~PubCo.~~, a company organized under the laws of British Columbia, Canada (the “Selling~~ ~~Shareholder”),~~Concurrently ~~(iv) Mkango Polska s.p. Z.o.o.~~therewith, aPubCo ~~company~~will ~~organized~~become ~~under the laws of Poland and~~ a ~~direct,~~publicly ~~wholly~~traded ~~owned subsidiary of Selling Shareholder (“MKA Poland”)~~company, ~~(v)~~expected ~~Mkango~~to ~~ServiceCo~~operate ~~UK Limited, a company organized~~ under the ~~laws~~name ~~of England and a direct, wholly owned subsidiary of Selling Shareholder (~~“Mkango ~~ServiceCo”),~~Rare ~~and~~Earths ~~(vi) MKA Exploration Ltd.~~Limited, ~~a company organized under the laws of the British Virgin Islands and a direct, wholly owned subsidiary of Selling Shareholder (“MKA BVI~~”~~, and~~ ~~together with Lancaster, MKA Poland~~ and ~~Mkango~~its ~~ServiceCo,~~ordinary ~~the~~shares ~~“Companies”~~are ~~and,~~expected ~~each,~~to atrade ~~“Company”)~~on ~~entered into a business combination agreement (the “Business Combination Agreement”)~~Nasdaq. ~~Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.~~

~~Pursuant to~~The ~~the~~proposed ~~Business~~Merger ~~Combination~~and ~~Agreement,~~ the other ~~parties~~transactions ~~thereto~~contemplated ~~will~~by ~~enter~~the ~~into~~Business aCombination ~~business~~Agreement ~~combination transaction by which~~(collectively, ~~among~~the ~~other~~“Transactions”) ~~things, Merger~~are ~~Sub~~expected ~~will~~to be consummated ~~merged~~after ~~with~~the ~~and~~required ~~into~~approval ~~SPAC,~~by ~~with SPAC being~~ the ~~surviving~~shareholders ~~entity~~ of ~~the~~SPAC ~~Merger~~ and ~~becoming~~the asatisfaction ~~wholly-owned subsidiary~~ of ~~PubCo.~~certain ~~Concurrently~~other ~~therewith,~~conditions ~~PubCo~~summarized ~~will become a publicly traded company, expected to operate under the name “Mkango Rare Earths Limited,” and its ordinary shares are expected to trade on Nasdaq~~below.

The proposed Merger and the other transactions contemplated by the Business Combination Agreement (collectively, the “Transactions”) are expected to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions summarized below. 4

Initial Business Combination ~~Agreement~~

~~Share~~So long as our securities ~~Split~~are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions and ~~Conversion~~taxes payable on the interest earned on the trust account) at the time of ~~Securities~~signing a definitive agreement in connection with our initial business combination. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business or if there is a significant amount of uncertainty as to the value of the target company’s assets or prospects. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

~~Pursuant~~We anticipate structuring toour initial business combination so that the ~~terms~~post-business combination company in which our holders of the ~~Business~~Public ~~Combination~~Shares ~~Agreement,~~(“Public Shareholders”) inown ~~connection~~shares ~~with~~will ~~and~~own ~~immediately~~or ~~prior~~acquire to100% of the ~~effective~~equity ~~time~~interests or assets of the ~~Merger~~target business or businesses. We may, however, ~~Lancaster~~structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will ~~effect~~only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a ~~share~~controlling ~~split~~interest in the target sufficient for it not to be required to register as an investment company under ~~which~~the ~~each~~Investment ~~ordinary~~Company ~~share~~Act. Even if the post-business combination company owns or acquires 50% or more of the ~~Lancaster~~voting ~~(“Lancaster~~securities ~~Share”)~~of ~~that~~the istarget, ~~issued~~our shareholders prior to the initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital ~~will~~stock, beshares ~~split~~or ~~into~~other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of ~~PubCo~~new ~~Ordinary~~shares, ~~Shares~~our ~~determined~~shareholders, immediately prior to our initial business combination, could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by ~~multiplying~~the post-business combination company, the portion of such ~~Lancaster~~business ~~Share~~or bybusinesses that is owned or acquired is what will be valued for purposes of the ~~Exchange~~80% ~~Ratio~~of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsors.

~~Further~~We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors, or completing the ~~each~~business ~~outstanding~~combination ~~ordinary~~through ~~share~~a joint venture or other form of ~~SPAC~~shared ~~will~~ownership bewith ~~canceled~~our insponsors, ~~exchange~~officers ~~for~~or directors. In the ~~right~~event we seek to ~~receive~~complete ~~one~~an ~~PubCo~~initial ~~Ordinary~~business ~~Share~~combination with a target that is affiliated with our sponsors, ~~and~~officers ~~each~~or ~~outstanding~~directors, we, or ~~SPAC~~a ~~warrant~~committee ~~will~~of ~~become~~independent ~~exercisable~~directors, ~~for~~would ~~one~~obtain ~~PubCo~~an ~~Ordinary~~opinion ~~Share~~from onan ~~the~~independent ~~same~~investment ~~terms~~banking ~~and~~firm ~~conditions~~that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

4Members of our management team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

~~Registration Statement~~5

~~As promptly~~Each asof ~~reasonably~~our ~~practicable~~officers ~~after~~and directors ~~the~~presently ~~date~~has, and any of them in the ~~Business~~future ~~Combination~~may ~~Agreement~~have, ~~the~~additional ~~parties~~fiduciary ~~will~~or ~~prepare~~contractual ~~and~~obligations ~~file~~to ~~with~~other ~~the~~entities ~~Securities~~pursuant ~~and~~to ~~Exchange~~which ~~Commission~~such ~~(the~~officer ~~“SEC”)~~or adirector ~~registration~~is ~~statement~~or onwill ~~Form~~be ~~F-4~~required ~~(the~~to ~~“Registration~~present ~~Statement”)~~a business combination opportunity to such entity. Accordingly, ~~which~~they ~~will~~may ~~include~~have aconflicts ~~prospectus~~of ~~with~~interest ~~respect~~in determining to ~~PubCo’s~~which ~~securities~~entity toa beparticular ~~issued~~business inopportunity ~~connection~~should ~~with~~be ~~the~~presented. ~~Business~~These ~~Combination~~conflicts ~~Agreement~~may not be resolved in our favor and a ~~proxy~~potential ~~statement~~target tobusiness may be ~~distributed~~presented to ~~SPAC’s~~another ~~public~~entity ~~shareholders~~prior into ~~connection~~its ~~with~~presentation ~~SPAC’s~~to ~~solicitation~~us, subject to their fiduciary duties under Cayman Islands law. Our fifth amended and restated memorandum and articles of ~~proxies~~association ~~for~~provide that, to the ~~vote~~fullest extent permitted by ~~SPAC’s~~applicable ~~shareholders~~law: ~~with~~(i) no ~~respect~~individual serving as a director or an officer shall have any duty, except and to the ~~proposed~~extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business ~~combination~~activities or lines of business as us; and ~~other~~(ii) we ~~matters~~renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be ~~described~~a incorporate opportunity for any director or officer, on the ~~Registration~~one hand, and us, on ~~Statement~~the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~Representations~~In addition, our sponsors, Anchor Investor and ~~Warranties~~our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

~~The Business~~Corporate ~~Combination~~Information Agreement contains customary representations and warranties of the parties, in each case relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization. The representations and warranties will not survive the Closing, and the Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto.

~~Covenants~~Our executive offices are located at 40 West 57th Street, 29th Floor, New York, New York 10019 and our telephone number is (212) 796-4796. Our corporate website address is www.crownproptech.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report.

~~The Business~~Emerging ~~Combination~~Growth ~~Agreement~~Company contains customary covenants of the parties, including, among others, covenants requiring (i) the parties to conduct their respective businesses in the ordinary course through the Closing Date, (ii) the parties not to solicit, initiate, submit, facilitate, discuss or negotiate with third parties regarding alternative transactions and comply with certain related restrictions, (iii) the parties to prepare, and PubCo to file, the Registration Statement with the SEC and (iv) SPAC and the Companies using commercially reasonable efforts to execute financing agreements raising $25.75 million or more in aggregate gross proceeds prior to or at the Closing.

~~Governance~~We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~The~~In addition, Section 107 ~~Business~~of ~~Combination~~the ~~Agreement~~JOBS Act also provides that, ~~immediately~~an ~~following~~“emerging ~~the~~growth ~~Closing,~~company” ~~the~~can ~~board~~take ofadvantage ~~directors~~ of ~~PubCo~~the ~~(i)~~extended ~~will~~transition ~~consist~~period ofprovided ~~one~~in Section 7(1a)(2)(B) of ~~director~~the ~~designated~~Securities inAct ~~writing~~for bycomplying ~~SPAC,~~with ~~reasonably~~new ~~acceptable~~or torevised ~~Lancaster~~accounting ~~and~~standards. ~~qualifying~~In asother ~~an independent director~~words, ~~and~~an up“emerging togrowth ~~six~~company” ~~(6)~~can ~~other~~delay ~~directors~~the ~~designated~~adoption inof ~~writing~~certain byaccounting ~~Lancaster,~~standards ~~after~~until ~~consultation~~those ~~with~~standards ~~SPAC,~~would ~~and~~otherwise ~~(ii)~~apply ~~will~~to beprivate ~~divided into three (3)~~companies. ~~classes~~We ofintend ~~directors~~to ~~with~~take ~~staggered~~advantage ~~terms. The management team~~ of ~~PubCo immediately following~~ the ~~Closing~~benefits ~~will consist solely~~ of ~~Lancaster’s current~~this ~~management~~extended ~~team~~transition period.

~~Closing;~~We will remain an emerging ~~Conditions~~growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to ~~Closing~~be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

~~The~~Additionally, we are a “smaller ~~Closing~~reporting ~~will~~company” ~~occur~~as ~~within~~defined ~~three~~in Item 10(3f)(1) of ~~Business~~Regulation ~~Days~~S-K. ~~following~~Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the ~~satisfaction~~last orday ~~waiver~~of any fiscal year for so long as either (1) the market value of ~~all~~our ordinary shares held by non-affiliates did not exceed $250 million as of the ~~closing~~prior ~~conditions~~June 30, or at(2) our ~~such~~annual ~~other time~~revenues ordid innot exceed $100 million during such ~~other~~completed ~~manner~~fiscal year asand ~~agreed~~the ~~upon~~market value of our ordinary shares held by ~~SPAC~~non-affiliates ~~and~~did ~~the~~not ~~Companies~~exceed $700 million inas ~~writing~~of the prior June 30.

The obligations of the parties to consummate the Transactions are subject to the satisfaction or waiver of the following closing conditions: (i) each of the SPAC Shareholders’ Approval, the Selling Shareholder’s Approval and the Merger Sub Shareholder’s Approval shall have been obtained; (ii) the Registration Statement having become effective under the Securities Act; (iii) PubCo’s initial listing application with Nasdaq will have been conditionally approved and, immediately following the Closing, PubCo will satisfy any applicable listing requirements of Nasdaq; (iv) no governmental authority will have enacted, issued, promulgated, enforced, or entered any law or governmental order that makes the Closing illegal or otherwise prevents the Closing; (v) the gross amount of cash available in SPAC’s trust account following redemptions of SPAC public shares, less certain transaction expense amounts and plus the aggregate gross amount of Permitted Financing proceeds that have been (or will be) funded, will be not less than $5.0 million; (vi) certain corporate actions, including a reorganization of the Companies, having been completed, and (vii) receipt of any required regulatory approvals (including of the TSX Venture Exchange (“TSX-V”)), and (viii) other customary closing conditions set forth in the Business Combination Agreement.6

5Effecting Our Initial Business Combination

~~Termination~~General

~~The~~We are not presently engaged ~~Business~~in, ~~Combination~~and ~~Agreement~~we ~~may~~will benot ~~terminated~~engage in, any operations other than pursuing and reviewing potential opportunities for the ~~Transactions~~initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may beenter ~~abandoned~~into), atshares ~~any~~issued ~~time~~to ~~prior~~the owners of the target, debt issued to a bank or other lenders or the ~~effective~~owners of ~~time~~the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business ~~Merger~~that may be financially unstable or in its early stages of development or growth, aswhich ~~follows:~~would subject us to the numerous risks inherent in such companies and businesses.

●If byour ~~mutual~~initial ~~written~~business ~~consent~~combination is paid for using equity or debt securities, or not all of ~~SPAC~~the ~~and~~funds ~~Lancaster;~~released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Public Shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including the maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

●Although byour ~~either~~management ~~Lancaster~~will assess orthe ~~SPAC~~risks ifinherent ~~the~~in ~~Closing~~a ~~has~~particular ~~not~~target ~~occurred~~business bywith ~~March~~which 11we may combine, ~~2026~~we ~~(and~~cannot noassure ~~material~~you ~~breach~~that ofthis ~~the~~assessment ~~Business~~will ~~Combination~~result in ~~Agreement~~our byidentifying ~~the~~all ~~party~~risks ~~seeking~~that toa ~~terminate~~target ~~primarily~~business ~~caused~~may orencounter. ~~resulted~~Furthermore, insome ~~the~~of ~~failure~~those risks may be outside of ~~the~~our ~~Transactions~~control, meaning that we can do nothing to becontrol ~~consummated~~or byreduce ~~such~~the ~~time);~~chances that those risks will adversely affect a target business.

●On byJuly ~~either Lancaster or SPAC if any governmental authority has enacted~~2, ~~issued,~~2025 ~~promulgated,~~we ~~enforced, or~~ entered into ~~any~~the ~~governmental~~Business ~~order~~Combination ~~which~~Agreement. ~~has~~For ~~become~~more ~~final~~information ~~and~~on ~~nonappealable and has~~ the ~~effect~~Business ofCombination ~~making~~Agreement, ~~consummation~~please ofsee the ~~Transactions~~Business ~~illegal~~Combination Agreement ~~or otherwise preventing or prohibiting consummation of the Transactions;~~above.

●We may seek to raise additional funds through a private offering of equity or debt securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Public offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by ~~either~~Public Shareholders, we may be required to obtain additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we will complete such financing only simultaneously with the ~~Lancaster~~completion orof ~~SPAC~~our initial business combination. Our proxy materials, disclosing the initial business combination, will disclose the terms of the financing and, only if required by law, will we seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the ~~SPAC~~issuance ~~shareholders~~of doequity ~~not~~or ~~approve~~equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the ~~Transactions;~~Initial Public offering. None of our sponsors, officers, directors or shareholders are required to provide any financing to us in connection with or after our initial business combination.

~~● by SPAC if the Selling Shareholder does not approve the Transactions;~~7

●Sources ~~by SPAC if the Companies fail to deliver either~~ of ~~the~~Target ~~Technical~~Businesses ~~Report Summary or Lancaster’s 2024 and 2023 audited financial statements on or before August 31, 2025;~~

●Target business candidates are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may continue to be brought to our attention by ~~SPAC~~such ~~if:~~unaffiliated ~~(i)~~sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any ~~Company~~formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s-length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of ~~their~~the ~~subsidiaries~~funds ~~enters~~held ~~into~~in ~~bankruptcy~~the trust account. In no event, however, ~~receivership~~will our sponsors or any of our existing officers or directors, ~~administration~~or any entity with which they are affiliated, ~~restructuring~~be paid any finder’s fee, ~~corporate~~consulting ~~rescue~~fee or other ~~similar~~compensation ~~proceedings~~by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (iiregardless of the type of transaction that it is). On February 8, 2021, we agreed to pay Crown PropTech Sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support Payments”). Pursuant to a ~~liquidator~~letter agreement, dated ~~administrator~~as of January 17, ~~restructuring~~2023, ~~officer~~by and between the Company and Crown PropTech Sponsor, orCrown ~~similar~~PropTech ~~person~~Sponsor is ~~appointed~~no onlonger ~~behalf~~entitled to receive any Administrative Support Payments and the Company is no longer required to pay any such payments. As of the date of this Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in the near future. In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a ~~Company;~~loan or other compensation paid by us to our sponsors, officers or directors, or any affiliate of our sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

●We byare ~~either~~not ~~the~~prohibited ~~Companies~~from pursuing oran ~~SPAC~~initial ~~upon~~business combination with a ~~material~~business ~~breach~~combination oftarget ~~any~~that ~~representation,~~is ~~warranty,~~affiliated ~~covenant~~with our sponsors, officers or ~~agreement~~directors, or onfrom completing the ~~part~~business ofcombination ~~the~~through a joint venture or other inform ~~the~~of ~~Business~~shared ~~Combination~~ownership ~~Agreement~~with our sponsors, officers or indirectors. In ~~any~~the ~~other~~event ~~agreements~~we ~~relating~~seek to ~~the~~complete ~~Transactions~~our ~~and~~initial ~~such~~business ~~breach~~combination with a business combination target that is ~~not~~affiliated ~~cured~~with ~~within~~our ~~thirty~~sponsors, officers ~~(30)~~or ~~days~~directors, ~~following~~we, ~~receipt~~or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a ~~written~~member ~~notice~~of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such ~~breach;~~an oropinion in any other context.

●Evaluation ~~by written notice from Lancaster to SPAC if the closing~~ of a ~~convertible~~Target ~~note~~Business ~~transaction between Lancaster~~ and ~~CIIG Management III LLC, a Delaware limited liability company and an existing sponsor~~ Structuring of ~~SPAC~~Our ~~(“CIIG~~Initial ~~III”),~~Business ~~which~~Combination ~~is conditioned on the public filing of the Registration Statement, is not consummated in accordance with the terms of the convertible note.~~

~~If the~~In ~~Business~~evaluating ~~Combination~~a ~~Agreement~~prospective target ~~is terminated~~business, ~~the~~we ~~Business~~expect ~~Combination~~to ~~Agreement~~conduct ~~will~~a ~~become~~due ~~void~~diligence ~~and~~review ~~have~~which nomay ~~effect~~encompass, ~~without~~among ~~any liability~~other onthings, ~~the~~meetings ~~part~~with ofincumbent ~~any~~management and ~~party~~employees, ~~thereto~~document orreviews, ~~its~~interviews ~~respective~~of ~~affiliates,~~customers ~~officers~~and suppliers, ~~directors~~inspection of facilities, oras ~~shareholders~~applicable, ~~other~~as ~~than~~well ~~liability~~as a review of ~~the~~financial, ~~Companies~~operational, orlegal ~~SPAC,~~and asother ~~the~~information ~~case~~which ~~may~~will be, ~~for~~made ~~fraud~~available orto ~~for~~us. ~~any~~If ~~willful~~we ~~and~~determine ~~material~~to ~~breach~~move offorward ~~the~~with ~~Business~~a ~~Combination~~particular target, ~~Agreement~~we ~~occurring prior~~will proceed to ~~such~~structure ~~termination~~and negotiate the terms of the business combination transaction.

~~Shareholder~~The time required to select ~~Support~~and ~~Agreement~~evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

Concurrently with the execution and delivery of the Business Combination Agreement, the Selling Shareholder, SPAC, and the Companies entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Selling Shareholder agreed to, among other things:8

a)Lack ~~vote all shares in the Companies held directly or indirectly by the Selling Shareholder in favor~~ of ~~the~~ Business ~~Combination~~Diversification Agreement, the Transactions, and any related actions, and against any other transaction or proposal intended, or that would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the Transactions in any material respect or result in the failure to satisfy any closing condition set forth in the Business Combination Agreement;

b)For ~~take~~an ~~all~~indefinite ~~actions~~period of ~~reasonably~~time ~~necessary~~after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to ~~consummate~~complete business combinations with multiple entities in one or several industries, it is probable that we will not have the ~~Transactions;~~resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

c)● ~~not~~subject ~~transfer~~us ~~any~~to ~~shares~~negative ineconomic, ~~any~~competitive ~~Company~~and ~~held~~regulatory ~~directly~~developments, any or ~~indirectly~~all byof which may have a substantial adverse impact on the ~~Selling~~particular ~~Shareholder,~~industry ~~subject~~in towhich ~~certain~~we ~~exceptions.~~operate after our initial business combination; and

6● cause us to depend on the marketing and sale of a single product or limited number of products or services.

~~The Selling~~Limited ~~Shareholder~~Ability ~~also agreed not~~ to ~~commence,~~Evaluate ~~join in, facilitate, assist, or encourage any claim against SPAC, Merger Sub, PubCo,~~ the ~~Companies,~~Target’s orManagement ~~any of their respective successors or directors challenging the validity of, or seeking to enjoin the operation of,~~Team any provision of the Shareholder Support Agreement or alleging a breach of any fiduciary duty in connection with the evaluation, negotiation, or entry into the Business Combination Agreement or any other agreement in connection with the Transactions.

~~This~~Although we intend to closely ~~Shareholder~~scrutinize ~~Support~~the ~~Agreement~~management ~~shall~~of ~~terminate~~a ~~upon~~prospective target business when evaluating the ~~earliest~~desirability toof ~~occur~~effecting our initial business combination with that business, our assessment of (the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a) public company. Furthermore, the ~~Expiration~~future ~~Time~~role ~~(as~~of ~~defined~~members of our management team, if any, in the ~~Shareholder~~target ~~Support~~business cannot presently be stated with any certainty. The determination as to whether any ~~Agreement)~~of ~~and~~the ~~(b)~~members of our management team will remain with the ~~mutual~~combined ~~written~~company ~~agreement~~will be made at the time of ~~SPAC~~our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, ~~the~~it ~~Companies~~is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, ~~and~~we cannot assure you that members of our management team will have significant experience or knowledge relating to the ~~Selling~~operations of ~~Shareholder~~the particular target business.

~~Sponsor~~We cannot assure you that ~~Support~~any ~~Agreement~~of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

~~CIIG III,~~Following ~~the~~our ~~Companies,~~initial ~~SPAC~~business combination, ~~and~~we ~~certain~~may ~~investors~~seek into ~~SPAC~~recruit ~~named~~additional ~~therein~~managers ~~have~~to ~~executed~~supplement athe ~~Sponsor~~incumbent ~~Support~~management ~~Agreement~~of (the ~~“Sponsor~~target ~~Support Agreement”),~~business. ~~pursuant~~We tocannot ~~which,~~assure you ~~among~~that ~~other~~we ~~things,~~will ~~and~~have ~~subject~~the ability to ~~the~~recruit ~~terms~~additional ~~and~~managers, ~~conditions~~or ~~set~~that ~~forth~~additional ~~therein,~~managers ~~CIIG~~will ~~III~~have ~~and~~the ~~certain~~requisite skills, knowledge ~~other~~or ~~investors~~experience innecessary ~~SPAC~~to ~~have~~enhance ~~agreed~~the ~~to:~~incumbent management.

a)Shareholders ~~vote~~May Not ~~all~~Have ~~of their shares of SPAC’s Founder Shares in favor of~~ the ~~Business Combination Agreement, the Transactions, and any related actions, and against any other transaction or proposal that would reasonably be expected,~~ Ability to ~~impede,~~Approve ~~interfere~~Our ~~with,~~Initial ~~materially delay, postpone or adversely affect the Transactions in any material respect or result in the failure to satisfy any closing conditions set forth in the~~ Business Combination ~~Agreement;~~

b)We ~~take~~may ~~all~~conduct ~~actions~~redemptions without ~~reasonably~~a ~~necessary~~shareholder vote pursuant to ~~consummate~~the tender offer rules of the ~~Transactions,~~SEC subject to the provisions of our fifth amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons.

c)Under ~~not~~the ~~transfer~~Nasdaq orlisting rules, ~~redeem~~shareholder ~~any~~approval ~~shares~~would oftypically ~~SPAC’s~~be ~~Founder~~required ~~Shares~~for orour ~~SPAC~~initial ~~warrants~~business ~~held~~combination ~~by them prior to Closing~~if, ~~subject~~for ~~to certain exceptions.~~example:

~~CIIG III~~● ~~also~~we ~~agreed~~issue toordinary ~~waive~~shares ~~certain~~that ~~rights~~will ~~under~~be ~~SPAC’s~~equal ~~organizational documents related~~ to ~~the~~or ~~adjustment of the Initial Conversion Ratio (as defined~~ in ~~the~~excess ~~Sponsor~~of ~~Support~~20% ~~Agreement)~~of ~~in connection with~~ the ~~Transactions.~~number ~~Additionally, CIIG III committed to not demand redemption~~ of ~~its~~our ~~Founder~~ordinary ~~Shares~~shares orthen-outstanding ~~commence~~(other ~~any~~than ~~claims~~in ~~against~~a ~~SPAC~~public ~~or the Companies related to the negotiation or execution of the Business Combination Agreement.~~offering);

~~A portion~~● any of ~~the~~our ~~PubCo~~directors, ~~Ordinary~~officers ~~Shares~~or ~~issued~~substantial toshareholder ~~CIIG~~(as ~~III~~defined ~~with~~by ~~respect to~~ the ~~SPAC~~Nasdaq ~~Founder~~rules) ~~Shares~~has ~~held~~a by5% ~~CIIG~~or ~~III~~greater ~~may~~interest be(or ~~placed~~such ~~into~~persons ~~escrow at~~collectively ~~Closing~~have ~~based~~a on10% ~~the~~or ~~amount~~greater ofinterest), ~~Available~~directly ~~Gross~~or ~~SPAC~~indirectly, ~~Cash (as defined~~ in the ~~Business~~target ~~Combination~~business ~~Agreement).~~or ~~Such~~assets ~~shares are subject~~ to ~~release~~be ~~upon~~acquired ~~achieving~~or ~~certain~~in ~~share price thresholds during~~ the ~~Sponsor~~consideration ~~Earnout~~to ~~Period~~be ~~(as~~paid ~~defined~~ in the ~~Sponsor~~transaction ~~Support~~and ~~Agreement). In~~ the ~~event~~present ofor apotential ~~change~~issuance of ~~control~~ordinary ~~during~~shares ~~the~~could ~~Sponsor~~result ~~Earnout~~in ~~Period,~~an ~~the~~increase ~~vesting~~in ~~requirements~~issued ~~will~~and beoutstanding ~~deemed~~ordinary ~~satisfied,~~shares ~~and~~or ~~any~~voting ~~remaining CIIG~~power ~~III~~of ~~escrow~~5% ~~shares~~or ~~will~~more; ~~be released.~~or

~~This Sponsor~~● ~~Support Agreement shall automatically terminate upon~~ the ~~earliest~~issuance ~~of the valid termination of the Business Combination Agreement~~ or ~~mutual~~potential ~~written~~issuance ~~agreement~~ of ~~the~~ordinary ~~parties,~~shares ~~provided~~will ~~that~~result ~~such~~in ~~termination~~our ~~does~~undergoing ~~not~~a ~~relieve~~change ~~liability~~of ~~for pre-termination breaches~~control.

~~Registration~~The decision as to whether ~~Rights~~we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and ~~Lock-Up~~will ~~Agreement~~be based on business and reasons, which include a variety of factors, including, but not limited to:

~~In connection~~● ~~and~~the ~~concurrently~~timing ~~with~~of the ~~Closing~~transaction, ~~PubCo,~~including ~~CIIG~~in ~~III,~~the ~~Crown~~event ~~PropTech~~we ~~Sponsor,~~determine ~~LLC~~shareholder ~~(together~~approval ~~with~~would ~~CIIG~~require ~~III,~~additional ~~the~~time ~~“Sponsors”), SPAC,~~ and ~~certain~~there ~~shareholders~~is ofeither ~~the~~not ~~SPAC~~enough ~~and~~time ~~the~~to ~~Company~~seek ~~(such~~shareholder ~~SPAC~~approval ~~and~~or ~~Company~~doing ~~shareholders,~~so ~~together~~would ~~with~~place the ~~Sponsors,~~company ~~the~~at ~~“Holders”) will enter into~~ a ~~Registration~~disadvantage ~~Rights and Lock-Up Agreement substantially~~ in the ~~form~~transaction ~~attached~~or asresult ~~Exhibit~~in Aother toadditional ~~the~~burdens ~~Business~~on ~~Combination Agreement (~~the “Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Registration Rights and Lock-Up Agreement, PubCo will grant the Holders certain registration rights with respect to their securities.company;

~~Effective upon~~● the ~~Closing,~~expected ~~PubCo~~cost ~~will file a registration statement with the SEC within 15 business days to register the resale~~ of ~~all~~holding ~~Holders’ Registrable Securities on~~ a ~~continuous~~shareholder basis and will use its reasonable best efforts to have the Registration Statement declared effective as soon as reasonably practicable. Holders will also be entitled to customary demand and piggyback registration rights, subject to certain limitations.vote;

~~The Registration~~● ~~Rights and Lock-Up Agreement also imposes transfer restrictions on 80% of each Holder’s securities (~~the ~~“Lock-Up Shares”)~~risk ~~during~~that the ~~Lock-Up~~shareholders ~~Period~~would ~~(as~~fail ~~defined below), subject~~ to ~~certain~~approve ~~adjustments.~~the ~~The~~proposed ~~“Lock-Up~~business ~~Period” is defined as the following:~~combination;

~~Sponsors~~ ● other time and ~~SPAC~~budget ~~shareholders:~~constraints of the company; and

● ~~33%~~additional ~~released~~legal ~~three~~complexities ~~months~~of ~~after~~a ~~the~~proposed ~~Closing~~business ~~Date~~combination that would be time-consuming and burdensome to present to shareholders.

●Other ~~33%~~Transactions ~~released~~with ~~six~~Respect ~~months~~to ~~after~~Our ~~the~~Securities ~~Closing Date.~~

●At ~~34%~~any ~~released~~time ~~nine~~at ~~months~~or ~~after~~prior ~~the~~to our ~~Closing~~initial ~~Date~~business combination, subject to applicable securities laws, our sponsors, directors, executive officers, advisors or their affiliates may enter into transactions with institutional or other investors to provide them with incentives to vote their Public Shares in favor of our initial business combination or not redeem their Public Shares. 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.

~~Company~~The purpose of any such transaction ~~shareholders:~~would be to (i) increase the likelihood of obtaining shareholder approval of the business combination, (ii) incentivize voting such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

●Redemption ~~33%~~Rights ~~released~~for ~~twelve~~Public ~~months~~Shareholders upon ~~after~~Completion ~~the~~of ~~Closing~~Our ~~Date.~~Initial Business Combination

●We 33will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our 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 business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account but net of taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. The amount in the trust account as of the completion of the initial public offering was $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commission. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% ~~released~~of ~~eighteen~~our ~~months~~Public Shares ~~after~~if we do not complete our initial business combination by March 11, 2026 or (B) with respect to any other provision relating to the ~~Closing~~rights ~~Date~~of holders of our Class A ordinary shares.

~~● 34% released twenty-four months after the Closing Date.~~10

~~Exceptions to~~Limitations ~~the~~on lock-up include transfers to immediate family members, affiliates, or entities controlled by the Holder, among other specified permitted transferees (provided these transferees agree to be bound by the same lock-up restrictions).Redemptions

~~Assignment~~Our fifth amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). ~~Assumption~~However, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and ~~Amendment~~all ~~Agreement~~Class A ordinary shares submitted for redemption will be returned to the holders thereof.

~~In connection~~Manner and concurrently with the Closing, PubCo, SPAC, and Continental Stock Transfer & Trust Company (the “Warrant Agent”) will enter into an assignment, assumption and amendment agreement to the existing warrant agreement, dated February 8, 2021, between SPAC and Warrant Agent to provide holders of ~~the~~Conducting ~~SPAC’s~~Redemptions ~~warrants with warrants to purchase Pubco ordinary shares.~~

8We will provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our fifth amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

~~Initial~~The requirement that we provide ~~Business~~our ~~Combination~~Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions of our fifth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment.

~~So long~~If aswe ~~our~~provide ~~securities are then listed on the Nasdaq,~~ our ~~initial~~Public Shareholders ~~business combination must occur~~ with ~~one or more target businesses that together have an aggregate fair market value of at least 80% of~~ the ~~net~~opportunity ~~assets~~to ~~held~~redeem intheir ~~the~~Public ~~trust~~Shares ~~account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement~~ in connection with ~~our initial business combination. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of~~ a ~~target~~general ~~business or businesses~~meeting, it may be unable to do so if the board is less familiar or experienced with the target company’s business or if there is a significant amount of uncertainty as to the value of the target company’s assets or prospects. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria. Since any opinion, ifpursuant obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to ~~be provided, it is not anticipated that copies of such opinion would be distributed to~~ our ~~shareholders.~~fifth amended ~~However,~~and ifrestated ~~required~~memorandum ~~under applicable law, any proxy statement that we deliver to shareholders~~ and ~~file~~articles ~~with~~of ~~the SEC in connection with a proposed transaction will include such opinion.~~association:

~~We anticipate~~● ~~structuring~~conduct ~~our initial business combination so that~~ the ~~post-business~~redemptions ~~combination company~~ in ~~which~~conjunction ~~our~~with holders of the Public Shares (“Public Shareholders”) own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a ~~controlling~~proxy ~~interest~~solicitation inpursuant ~~the target sufficient for it not~~ to be ~~required~~Regulation to14A ~~register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more~~ of the ~~voting~~Exchange ~~securities of the target~~Act, our shareholders prior to the initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which weregulates ~~issue a substantial number of new shares in exchange for all of~~ the ~~outstanding~~solicitation ~~capital stock, shares or other equity interests~~ of ~~a target. In this case~~proxies, weand ~~would~~not ~~acquire~~pursuant ~~a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders, immediately prior~~ to ~~our initial business combination, could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of~~ the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer orrules; for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsors.and

~~We are~~● ~~not~~file ~~prohibited~~proxy ~~from~~materials ~~pursuing an initial business combination~~ with ~~a company that is affiliated with our sponsors, officers or directors, or completing~~ the ~~business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors~~SEC. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

~~Members of~~In ~~our~~the ~~management~~event ~~team~~that ~~and~~we ~~our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants~~seek ~~following~~shareholder ~~this~~approval ~~offering and, accordingly, may have a conflict~~ of ~~interest in determining whether a particular target business is an appropriate business with which to effectuate~~ our initial business combination~~. Further~~, ~~each~~we ofwill ~~our~~distribute ~~officers~~proxy materials and, ~~directors~~in ~~may~~connection ~~have~~therewith, aprovide ~~conflict of~~our ~~interest~~Public Shareholders with ~~respect~~the toredemption ~~evaluating~~rights adescribed ~~particular~~above ~~business~~upon ~~combination~~completion ifof the ~~retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our~~ initial business combination.

911

~~Each~~If we seek shareholder approval, ofwe will complete our ~~officers~~initial ~~and~~business ~~directors~~combination ~~presently~~only ~~has,~~if ~~and~~we ~~any~~receive ofan ~~them~~ordinary inresolution ~~the~~under ~~future~~Cayman ~~may~~Islands ~~have~~law, ~~additional~~which ~~fiduciary~~requires ~~or contractual obligations~~the toaffirmative ~~other~~vote ~~entities~~of ~~pursuant~~a tomajority ~~which~~of ~~such~~the shareholders ~~officer~~who orattend ~~director~~and isvote orat ~~will~~a begeneral ~~required~~meeting toof ~~present~~the acompany. ~~business~~A ~~combination~~quorum ~~opportunity~~for to such ~~entity.~~meeting will ~~Accordingly,~~be ~~they~~present ~~may~~if ~~have~~the ~~conflicts~~holders of ~~interest~~a inmajority ~~determining~~of issued and outstanding shares entitled to ~~which~~vote ~~entity~~at athe ~~particular~~meeting ~~business~~are ~~opportunity~~represented ~~should~~in person beor ~~presented~~by proxy. ~~These~~Our ~~conflicts~~sponsors, ~~may~~officers ~~not~~and bedirectors ~~resolved~~(collectively, inalong ~~our~~with ~~favor~~their ~~and~~permitted atransferees, ~~potential~~the ~~target~~“Initial ~~business~~Shareholders”) will ~~may~~count betoward ~~presented~~this toquorum ~~another~~and, ~~entity~~pursuant ~~prior~~ to ~~its~~the ~~presentation~~letter toagreement, usour Initial Shareholders, ~~subject~~officers toand ~~their~~directors ~~fiduciary~~have ~~duties~~agreed ~~under~~to ~~Cayman~~vote their ~~Islands~~Founder ~~law.~~Shares, ~~Our~~private ~~fifth~~placement ~~amended~~shares and ~~restated~~any ~~memorandum~~Public ~~and articles~~Shares in favor of ~~association~~our ~~provide~~initial business combination. We expect that, toat the time ~~fullest~~of ~~extent~~any ~~permitted~~shareholder byvote ~~applicable~~relating ~~law:~~to ~~(i) no~~our ~~individual~~initial ~~serving~~business ascombination, aour ~~director or~~Initial anShareholders ~~officer~~will ~~shall~~own ~~have~~at ~~any~~least ~~duty,~~20% ~~except~~of our issued and tooutstanding ~~the~~ordinary ~~extent~~shares ~~expressly~~entitled ~~assumed~~to byvote ~~contract,~~thereon. toFor ~~refrain~~purposes ~~from~~of ~~engaging~~seeking ~~directly~~approval orof ~~indirectly in~~an ~~the~~ordinary ~~same~~resolution, ornon-votes ~~similar~~will ~~business~~have no ~~activities~~effect oron ~~lines~~the approval of ~~business~~our asinitial ~~us;~~business ~~and~~combination ~~(ii) we~~once ~~renounce~~a ~~any~~quorum ~~interest~~is orobtained. ~~expectancy~~As ina result, orour inInitial Shareholders’ ~~being~~Founder ~~offered~~Shares, anwould ~~opportunity~~fulfill the majority vote needed to ~~participate~~have inour initial business combination approved. These quorum and voting thresholds, the ~~any~~voting ~~potential~~agreement ~~transaction~~of orour ~~matter~~sponsors, ~~which~~officers and directors may bemake ait ~~corporate~~more ~~opportunity~~likely ~~for~~that ~~any~~we ~~director~~will consummate our initial business combination. orEach ~~officer,~~Public onShareholder ~~the~~may ~~one~~elect ~~hand~~to redeem their Public Shares without voting, and usif they do vote, onmay ~~the~~redeem ~~other.~~their WePublic doShares ~~not~~irrespective of ~~believe,~~whether ~~however,~~they ~~that~~vote for or against the ~~fiduciary~~proposed ~~duties~~transaction or ~~contractual~~whether ~~obligations~~they ~~of our~~were ~~officers~~a orPublic ~~directors~~Shareholder ~~will~~on ~~materially~~the ~~affect~~record ~~our~~date ~~ability~~for tothe ~~complete~~general meeting ~~our~~held ~~initial~~to ~~business~~approve ~~combination~~the proposed transaction.

~~In addition,~~If ~~our~~a ~~sponsors,~~shareholder ~~Anchor~~vote ~~Investor~~is not ~~and~~required ~~our officers~~ and ~~directors~~we ~~may~~do ~~sponsor~~not ordecide ~~form other special purpose acquisition companies similar~~ to ~~ours~~hold ora ~~may~~shareholder ~~pursue~~vote ~~other~~for business or ~~investment~~other ~~ventures~~legal ~~during the period in which we are seeking an initial business combination. Any such companies~~reasons, ~~businesses or investments may present additional conflicts of interest in pursuing an initial business combination. However,~~ we ~~do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.~~will:

~~Corporate Information~~● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

~~Our executive~~● ~~offices~~file ~~are~~tender ~~located~~offer atdocuments 40with ~~West~~the ~~57th~~SEC ~~Street,~~prior ~~29th~~to ~~Floor,~~completing ~~New York, New York 10019 and~~ our ~~telephone~~initial ~~number~~business iscombination ~~(212) 796-4796.~~which ~~Our~~contain ~~corporate~~substantially ~~website~~the ~~address~~same isfinancial ~~www.crownproptech.com. Our website~~ and ~~the~~other information ~~contained~~about ~~on,~~the orinitial ~~that~~business ~~can~~combination beand ~~accessed through,~~ the ~~website~~redemption rights as is ~~not~~required ~~deemed~~under toRegulation be14A ~~incorporated~~of bythe ~~reference~~Exchange inAct, ~~and~~which isregulates ~~not~~the ~~considered~~solicitation ~~part~~ of, ~~this Annual Report~~proxies.

~~Emerging~~In the event we conduct redemptions ~~Growth~~pursuant ~~Company~~to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of Public Shares we are permitted to redeem. If Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

~~We are~~Upon ~~an “emerging growth company,” as defined in Section 2(a) of~~ the ~~Securities~~public ~~Act~~ announcement of ~~1933,~~our asinitial ~~amended~~business ~~(the “Securities Act”)~~combination, asif ~~modified~~we byelect ~~the~~to ~~Jumpstart~~conduct ~~Our~~redemption ~~Business~~pursuant ~~Startups~~to ~~Act of 2012 (~~the ~~“JOBS~~tender ~~Act”).~~offer ~~As such~~rules, we ~~are~~or ~~eligible~~our ~~to take~~sponsors ~~advantage~~will ofterminate any ~~certain~~plan ~~exemptions~~established ~~from~~in ~~various~~accordance ~~reporting~~with ~~requirements~~Rule 10b5-1 ~~that are applicable~~ to ~~other~~purchase ~~public~~our ~~companies~~Class A ~~that~~ordinary ~~are~~shares ~~not~~in ~~“emerging growth~~the ~~companies”~~open ~~including~~market, ~~but~~in ~~not~~order ~~limited~~ to~~, not being required to~~ comply with ~~the auditor attestation requirements of Section~~Rule ~~404 of the Sarbanes~~14e-~~Oxley~~5 ~~Act~~under ~~of 2002, or~~ the ~~Sarbanes-Oxley~~Exchange Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. ~~If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.~~

InWe intend to require our ~~addition~~Public Shareholders seeking to exercise their redemption rights, ~~Section 107~~whether ofthey ~~the~~are ~~JOBS~~record ~~Act~~holders ~~also~~or ~~provides~~hold ~~that~~their anshares in “~~emerging~~street name,” ~~growth~~to, ~~company”~~at ~~can~~the ~~take~~holder’s ~~advantage~~option, ofeither ~~the~~deliver ~~extended~~their share certificates to our transfer agent or deliver their shares to ~~transition~~our ~~period~~transfer ~~provided~~agent inelectronically ~~Section 7~~using the Depository Trust Company’s DWAC (aDeposit/Withdrawal At Custodian)~~(2)(B) of~~ system, prior to the date ~~Securities~~set ~~Act~~forth ~~for~~in ~~complying~~the ~~with~~proxy ~~new~~materials or ~~revised~~tender ~~accounting~~offer ~~standards~~documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In ~~other~~addition, ~~words~~if we conduct redemptions in connection with a shareholder vote, anwe ~~“emerging~~intend ~~growth~~to ~~company”~~require ~~can~~a ~~delay~~Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the ~~adoption~~scheduled vote in which the name of ~~certain~~the ~~accounting~~beneficial ~~standards~~owner ~~until~~of ~~those~~such ~~standards~~shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish ~~would~~to ~~otherwise~~holders ~~apply~~of our Public Shares in connection with our initial business combination will indicate whether we are requiring Public Shareholders to ~~private~~satisfy ~~companies~~such delivery requirements. We ~~intend~~believe that this will allow our transfer agent to ~~take~~efficiently ~~advantage~~process ofany redemptions without the ~~benefits~~need offor ~~this~~further ~~extended~~communication ~~transition~~or ~~period~~action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares delivered by Public Shareholders who elected to redeem their shares.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.12

~~Additionally,~~Our fifth amended and restated wememorandum ~~are~~and aarticles ~~“smaller~~of ~~reporting~~association ~~company”~~provide asthat ~~defined~~in no event will we redeem our Public Shares in ~~Item 10(f)(1) of~~an ~~Regulation~~amount ~~S-K.~~that ~~Smaller~~would ~~reporting~~cause ~~companies~~our net ~~may~~tangible ~~take~~assets ~~advantage~~to ofbe ~~certain~~less ~~reduced~~than ~~disclosure obligations~~$5,000,001. ~~including~~In addition, ~~among~~our ~~other~~proposed ~~things,~~initial ~~providing~~business ~~only~~combination ~~two years~~may ofimpose ~~audited financial~~a ~~statements.~~minimum Wecash ~~will~~requirement for ~~remain~~(i) cash aconsideration ~~smaller~~to ~~reporting~~be ~~company~~paid ~~until~~to the ~~last~~target ~~day~~or ofits ~~any~~owners, ~~fiscal~~(ii) ~~year~~cash for soworking ~~long~~capital asor ~~either~~other general corporate purposes or (1iii) the ~~market~~ ~~value~~retention of ~~our~~cash to satisfy other conditions. In the event that the aggregate cash consideration we would be required to pay for all Class A ordinary shares ~~held~~that byare ~~non-affiliates~~validly ~~did~~submitted ~~not~~for ~~exceed~~redemption, ~~$250 million~~plus asany amount required to satisfy cash conditions pursuant to the terms of the ~~prior~~proposed ~~June 30~~initial business combination, orexceeds ~~(2) our~~the aggregate amount of cash available to ~~annual~~us, ~~revenues~~we ~~did~~will not ~~exceed~~complete ~~$100 million~~the ~~during~~initial ~~such~~business ~~completed~~combination ~~fiscal year~~or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the ~~market~~holders ~~value~~thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our ~~ordinary~~initial ~~shares~~business ~~held~~combination, including pursuant to forward purchase agreements byor ~~non-affiliates~~backstop ~~did~~arrangements ~~not~~we ~~exceed~~may ~~$700 million~~enter asinto following consummation of the ~~prior~~Initial ~~June 30~~Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

10Limitation on Redemption upon Completion of Our Initial Business Combination if We Seek Shareholder Approval

~~Effecting~~If we seek shareholder approval ~~Our~~of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our fifth amended and restated memorandum and articles of association provide 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 shares with respect to more than an aggregate of 15% of the shares sold in the Initial ~~Business~~Public ~~Combination~~Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial Public Offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsors or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination having a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~General~~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.

~~We are~~Delivering ~~not~~Share ~~presently~~Certificates ~~engaged~~ in, ~~and we will not engage in, any operations other than pursuing and reviewing potential opportunities for~~Connection the initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with ~~our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to~~ the ~~owners~~Exercise of ~~the~~Redemption ~~target,~~Rights debt issued to a bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

IfPublic shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our ~~initial~~transfer ~~business~~agent ~~combination~~prior isto ~~paid~~the ~~for~~date ~~using~~set ~~equity~~forth in the proxy solicitation or ~~debt~~tender ~~securities~~offer materials, as applicable, mailed to such holders, or ~~not~~to ~~all~~deliver oftheir shares to the ~~funds~~transfer ~~released~~agent ~~from~~electronically ~~the~~using ~~trust~~The ~~account~~Depository ~~are~~Trust ~~used~~Company’s ~~for~~DWAC ~~payment~~(Deposit/ ofWithdrawal At Custodian) System, at the ~~consideration~~holder’s option, in ~~connection~~each ~~with~~case ~~our~~up to two business days prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or ~~used~~tender ~~for~~offer ~~redemptions~~materials, as applicable, that we will furnish to holders of our Public Shares~~, we~~ ~~may~~in ~~use~~connection ~~the~~with ~~balance~~our ofinitial business combination will indicate the applicable ~~cash~~delivery ~~released~~requirements, towhich uswill ~~from~~include the ~~trust~~requirement ~~account~~that ~~following~~a ~~the~~beneficial ~~closing~~holder ~~for~~must ~~general~~identify ~~corporate~~itself ~~purposes,~~in ~~including~~order to validly ~~the~~redeem ~~maintenance~~its orshares. ~~expansion~~Accordingly, ofa ~~operations~~Public ofShareholder would have from the ~~post-transaction~~time ~~company,~~we send out our tender offer materials until the ~~payment~~close of the ~~principal~~tender offer period, or ~~interest~~up ~~due~~to two business days prior to the initially scheduled vote on ~~indebtedness incurred~~the inproposal ~~completing~~to ~~our~~approve ~~initial~~the business combination if we distribute proxy materials, as applicable, to ~~fund~~tender its shares if it wishes to seek to exercise its redemption rights. Given the ~~purchase~~relatively ofshort ~~other~~period ~~companies~~in orwhich to exercise redemption rights, it is advisable for ~~working~~shareholders ~~capital~~to use electronic delivery of their Public Shares.

Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.13

OnThere is a nominal cost associated ~~July~~with 2,the ~~2025~~above-referenced wetendering ~~entered~~process ~~into~~and the ~~Business~~act ~~Combination~~of ~~Agreement~~certificating the shares or delivering them through the DWAC System. ~~For~~The ~~more~~transfer agent ~~information~~will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the ~~Business~~redeeming ~~Combination~~holder. ~~Agreement~~However, ~~please~~this ~~see~~fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing ~~Business~~of ~~Combination~~when ~~Agreement~~such ~~above~~delivery must be effectuated.

WeThe foregoing is different ~~may~~from ~~seek~~the toprocedures ~~raise~~used ~~additional~~by ~~funds~~many ~~through~~blank acheck ~~private~~companies. ~~offering~~In oforder ~~equity~~to orperfect ~~debt~~redemption ~~securities~~rights in connection with ~~the~~their ~~completion~~business ~~of our initial~~combinations, ~~business~~many ~~combination~~blank ~~and~~check wecompanies ~~may~~would ~~effectuate~~distribute ~~our~~proxy ~~initial~~materials ~~business~~for ~~combination using~~ the ~~proceeds~~shareholders’ ofvote ~~such~~on ~~offering~~an ~~rather~~initial ~~than~~business ~~using~~combination, ~~the~~and a ~~amounts~~holder ~~held~~could insimply ~~the~~vote ~~trust~~against ~~account.~~a Inproposed ~~addition,~~business wecombination ~~intend~~and tocheck ~~target~~a ~~businesses~~box ~~with~~on ~~enterprise~~the ~~values~~proxy ~~that~~card ~~are~~indicating ~~greater~~such ~~than~~holder wewas ~~could~~seeking ~~acquire~~to ~~with~~exercise ~~the~~his ~~net~~or ~~proceeds~~her ofredemption ~~the~~rights. ~~Initial~~After ~~Public offering and~~ the ~~sale~~business ofcombination ~~the~~was ~~Private Placement Warrants~~approved, ~~and, as a result, if~~ the ~~cash~~ ~~portion~~company ofwould ~~the~~contact ~~purchase~~such ~~price~~shareholder ~~exceeds~~to ~~the~~arrange for ~~amount~~him ~~available~~or ~~from~~her ~~the~~to ~~trust~~deliver ~~account,~~his ~~net~~or ofher ~~amounts~~certificate ~~needed~~ to ~~satisfy~~verify ~~any~~ownership. ~~redemptions by~~As ~~Public~~a ~~Shareholders~~result, wethe ~~may~~shareholder bewould ~~required~~then tohave ~~obtain~~an ~~additional~~“option ~~financing~~window” after tothe ~~complete~~completion ~~such~~of ~~proposed~~the ~~initial~~ business combination. ~~Subject to~~during ~~compliance~~which ~~with~~he ~~applicable~~or ~~securities~~she ~~laws,~~could wemonitor ~~will~~the ~~complete~~price ~~such~~of ~~financing~~the ~~only~~company’s ~~simultaneously~~shares ~~with~~in the ~~completion of our initial~~market. ~~business~~If ~~combination. Our proxy materials, disclosing~~ the ~~initial~~price ~~business~~rose ~~combination,~~above ~~will disclose~~ the ~~terms~~redemption ~~of the financing and~~price, ~~only~~ ifhe ~~required~~or byshe ~~law,~~could ~~will~~sell wehis ~~seek~~or ~~shareholder~~her ~~approval~~shares ofin ~~such~~the ~~financing.~~open ~~There~~market isbefore noactually ~~limitation~~delivering onhis or ~~our~~her ~~ability~~shares to ~~raise funds through~~ the ~~issuance~~company offor ~~equity~~cancellation. orAs ~~equity-linked~~a ~~securities~~result, orthe ~~through~~redemption ~~loans~~rights, ~~advances~~to orwhich ~~other~~shareholders ~~indebtedness~~were inaware ~~connection~~they ~~with~~needed ~~our~~to ~~initial business~~commit ~~combination,~~before ~~including~~the ~~pursuant~~general tomeeting, ~~forward~~would ~~purchase~~become ~~agreements~~“option” orrights ~~backstop~~surviving ~~agreements~~past wethe ~~may~~completion ~~enter~~of ~~into~~the ~~following~~business ~~consummation~~combination ofuntil the ~~Initial~~redeeming ~~Public~~holder ~~offering.~~delivered ~~None~~its ofcertificate. ~~our~~The ~~sponsors,~~requirement ~~officers,~~for ~~directors~~physical or ~~shareholders~~electronic ~~are~~delivery ~~required~~prior to ~~provide~~the ~~any~~meeting ~~financing~~ensures tothat usa ~~in connection~~redeeming ~~with~~shareholder’s orelection ~~after~~to ~~our~~redeem ~~initial~~is irrevocable once the business combination is approved.

11Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a Public Share delivers its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

~~Sources~~If our initial business combination is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of ~~Target~~the ~~Businesses~~trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

~~Target business~~If ~~candidates are brought to~~ our ~~attention~~initial ~~from~~proposed various unaffiliated sources, including investment bankers and private investment funds. Target businesses may continue to be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business ~~candidates of which they become aware through~~ ~~their~~combination ~~business~~is contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basiscompleted, we may ~~engage~~continue ~~these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation~~ to ~~be determined~~try ~~in an arm’s-length negotiation based on the terms of the transaction. We will engage a finder only~~ to ~~the~~complete ~~extent our management determines that the use of~~ a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination ~~(regardless~~with of the type of transaction that it is). On February 8, 2021, we agreed to pay Crown PropTech Sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support Payments”). Pursuant to a ~~letter~~different ~~agreement,~~target ~~dated~~until asMarch ~~of January 17~~11, 2023, by and between the Company and Crown PropTech Sponsor, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and the Company is no longer required to pay any such payments2026. As of the date of this Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in the near future. In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsors, officers or directors, or any affiliate of our sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

~~We are~~Redemption not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors, or from completing the business combination through a joint venture or other form of ~~shared~~Public ~~ownership~~Shares ~~with~~and ~~our~~Liquidation ~~sponsors,~~If ~~officers~~No orInitial ~~directors.~~Business InCombination the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

~~Evaluation~~At the Extraordinary General ofMeeting, aheld ~~Target~~on ~~Business~~May 9, 2025, shareholders approved the Extension Proposal to amend the Company’s Fourth amended and ~~Structuring~~restated memorandum and articles of ~~Our~~association ~~Initial~~to ~~Business~~extend ~~Combination~~the date by which the Company must consummate an initial business combination from May 11, 2025 to March 11, 2026.

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.14

~~The time~~Our ~~required~~fifth toamended ~~select~~and restated memorandum and ~~evaluate~~articles aof ~~target~~association ~~business~~provides ~~and~~that we have only until March 11, 2026 to ~~structure~~consummate ~~and~~an ~~complete~~initial ~~our~~business combination. If we have not consummated an initial business combination by March 11, ~~and~~2026, we will: (i) cease all operations except for the ~~costs~~purpose ~~associated~~of ~~with~~winding ~~this~~up; ~~process~~(ii) as promptly as reasonably possible, ~~are~~but not ~~currently~~more ~~ascertainable~~than ~~with~~ten ~~any~~business days ~~degree~~thereafter, ofredeem ~~certainty.~~the ~~Any~~shares ~~costs~~at a ~~incurred~~per-share ~~with~~price, ~~respect~~payable in cash, equal to the ~~identification~~aggregate amount then on deposit in the trust account, including interest earned on the ~~and~~funds ~~evaluation~~held in the trust account but net of taxes, ~~and~~if ~~negotiation~~any ~~with~~(less up to $100,000 aof ~~prospective~~interest ~~target~~to ~~business~~pay ~~with~~dissolution expenses) divided by the number of the then-outstanding Public Shares, which ~~our~~redemption ~~initial~~will ~~business~~completely ~~combination~~extinguish isPublic ~~not~~Shareholders’ ~~ultimately~~rights as shareholders ~~completed~~(including ~~will~~the ~~result~~right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, in the case of clauses (ii) and (iii), subject to our ~~incurring~~obligations ~~losses~~under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will ~~reduce~~be ~~the~~no ~~funds~~redemption werights ~~can~~or ~~use~~liquidating distributions with respect to ~~complete~~our ~~another~~warrants, which will expire worthless if we fail to consummate an initial business combination by March 11, 2026. ~~The~~Our ~~Company~~fifth amended and restated memorandum and articles of association will ~~not~~provide ~~pay~~that, if we wind up for any ~~consulting~~other ~~fees~~reason prior to ~~members~~the consummation of our ~~management~~initial ~~team~~business combination, orwe will ~~any~~follow the foregoing procedures with respect to the liquidation of ~~their~~the ~~respective~~trust ~~affiliates,~~account ~~for~~as ~~services~~promptly ~~rendered~~as toreasonably ~~or in~~possible ~~connection~~but ~~with~~not ~~our~~more than ~~initial~~ten business days ~~combination~~thereafter, subject to applicable Cayman Islands law.

12Our sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any Founder Shares they hold if we fail to consummate an initial business combination by March 11, 2026 (although they will be entitled to liquidating distributions from the trust account with respect to any Public Shares they hold if we fail to complete our initial business combination within the prescribed time frame).

~~Lack~~Our sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our fifth amended and restated memorandum and articles of ~~Business~~association ~~Diversification~~(A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes, if any, divided by the number of the then-outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public Shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person.

~~For an~~All ~~indefinite~~costs ~~period~~and ofexpenses ~~time~~associated with ~~after~~implementing ~~the~~our ~~completion~~plan of ~~our~~dissolution, ~~initial~~as ~~business~~well ~~combination,~~as ~~the~~payments ~~prospects~~to ~~for~~any ~~our~~creditors, ~~success~~will ~~may~~be ~~depend~~funded ~~entirely on~~from ~~the~~amounts ~~future~~remaining ~~performance~~out of athe ~~single~~funds held ~~business.~~outside ~~Unlike~~the ~~other~~trust ~~entities~~account ~~that~~plus ~~have~~up ~~the resources~~ to ~~complete business combinations with multiple entities in one or several industries~~$100,000 itof isfunds ~~probable~~from ~~that~~the wetrust ~~will~~account ~~not~~available ~~have~~to ~~the~~us ~~resources~~ to ~~diversify~~pay ~~our~~dissolution ~~operations~~expenses, ~~and mitigate~~although ~~the~~we ~~risks~~cannot ofassure ~~being~~you inthat athere ~~single~~will ~~line~~be ofsufficient ~~business.~~funds Byfor ~~completing~~such ~~our initial business combination with only a single entity, our lack of diversification may:~~purpose.

●If ~~subject~~we uswere to ~~negative~~expend ~~economic~~all of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, ~~competitive~~other than the proceeds deposited in the trust account, and ~~regulatory~~without ~~developments~~taking into account interest, if any, orearned ~~all~~on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which ~~may~~would have ahigher ~~substantial~~priority ~~adverse~~than ~~impact~~the onclaims of our Public Shareholders. We cannot assure you that the ~~particular~~actual per-share ~~industry~~redemption inamount ~~which~~received weby ~~operate~~shareholders ~~after~~will ~~our~~not ~~initial~~be ~~business~~less ~~combination;~~than ~~and~~$10.00.

~~● cause us to depend on the marketing and sale of a single product or limited number of products or services.~~15

~~Limited~~While we intend to pay such ~~Ability~~amounts, if any, we cannot assure you that we will have funds sufficient to ~~Evaluate~~pay ~~the~~or ~~Target’s~~provide ~~Management~~for ~~Team~~all creditors’ claims.

Although we ~~intend~~have sought and continue to ~~closely~~seek ~~scrutinize~~to ~~the~~have ~~management~~all ofvendors, aservice providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business ~~when~~execute ~~evaluating~~agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the ~~desirability~~trust account for the benefit of ~~effecting~~our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our ~~initial~~assets, including the funds held in the trust account. Seeking such waivers from third parties, including prospective business combination targets, may deter such parties from entering into agreements with ~~that~~us. ~~business~~If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our ~~assessment~~management will perform an analysis of the ~~target~~alternatives ~~business~~available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s ~~management~~engagement ~~may~~would ~~not~~be ~~prove~~significantly more beneficial to beus ~~correct~~than any alternative. InExamples ~~addition, the~~of ~~future~~possible ~~management~~instances where we may ~~not~~engage ~~have~~a third party that refuses to execute a waiver include the ~~necessary~~engagement of a third-party consultant whose particular expertise or skills, ~~qualifications~~are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or ~~abilities~~in cases where management is unable to ~~manage~~find a ~~public~~service ~~company~~provider willing to execute a waiver. ~~Furthermore~~In addition, ~~the~~there ~~future~~is no guarantee that such entities will agree to waive any claims they may have in the ~~role~~future as a result of, ~~members~~or arising out of, ~~our~~any ~~management~~negotiations, ~~team~~contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), inor ~~the~~a prospective target business ~~cannot~~with ~~presently~~which bewe ~~stated~~have ~~with~~discussed ~~any~~entering ~~certainty~~into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 ~~The~~per ~~determination~~Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to ~~whether~~reductions in ~~any~~the value of the ~~members~~trust assets, in each case net of the interest that may be withdrawn to pay our ~~management~~tax ~~team~~obligations, provided that such liability will ~~remain~~not ~~with~~apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the ~~combined~~trust ~~company~~account nor will beit ~~made~~apply atto any claims under our indemnity of the ~~time~~underwriters of ~~our~~the ~~initial~~Initial Public Offering ~~business~~against ~~combination~~certain liabilities, including liabilities under the Securities Act. ~~While~~In itthe event that an executed waiver is ~~possible~~deemed ~~that~~to ~~one~~be orunenforceable against ~~more~~a ofthird ~~our~~party, ~~directors~~Crown PropTech Sponsor will ~~remain~~not ~~associated~~be inresponsible ~~some~~to ~~capacity~~the ~~with~~extent usof ~~following our~~any ~~initial~~liability ~~business~~for ~~combination~~such third-party claims. However, we ithave isnot ~~unlikely~~asked ~~that~~Crown ~~any~~PropTech ofSponsor ~~them~~to ~~will~~reserve ~~devote~~for ~~their~~such ~~full~~indemnification ~~efforts~~obligations, tonor ~~our~~have ~~affairs~~we ~~subsequent~~independently verified whether Crown PropTech Sponsor has sufficient funds to ~~our~~satisfy ~~initial~~its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets ~~business~~are ~~combination~~securities of our company. ~~Moreover~~Therefore, we cannot assure you that ~~members~~Crown PropTech Sponsor would be able to satisfy those obligations. None of our ~~management~~officers ~~team~~or directors will ~~have~~indemnify ~~significant~~us ~~experience~~for orclaims ~~knowledge relating~~by tothird ~~the~~parties ~~operations~~including, ofwithout ~~the~~limitation, ~~particular~~claims by vendors and prospective target ~~business~~businesses.

~~We cannot~~In ~~assure~~the ~~you~~event that ~~any~~the proceeds in the trust account are reduced below the lesser of ~~our~~(i) $10.00 ~~key~~per ~~personnel~~Public ~~will~~Share ~~remain~~and (ii) the actual amount per Public Share held in ~~senior~~the ~~management~~trust oraccount ~~advisory~~as ~~positions~~of ~~with~~the date of the ~~combined~~liquidation ~~company~~of the trust account if less than $10.00 ~~The determination~~per asPublic Share due to ~~whether~~reductions in ~~any~~the value of ~~our~~the ~~key~~trust ~~personnel~~assets, ~~will~~in ~~remain~~each ~~with~~case net of the ~~combined~~amount ~~company~~of ~~will~~interest which may be ~~made~~withdrawn atto ~~the~~pay ~~time~~our ofincome tax obligations, and Crown PropTech Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our ~~initial~~independent directors would determine whether to take legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors ~~combination~~the actual value of the per-share redemption price will not be less than $10.00 per Public Share.

Following our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.16

~~Shareholders~~We will seek to reduce the ~~May Not~~possibility ~~Have~~that Crown PropTech Sponsor will have to indemnify the ~~Ability~~trust account due to ~~Approve~~claims ~~Our~~of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Crown PropTech Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public ~~Business~~Offering ~~Combination~~against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate, and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such shareholder.

WeIf we file a bankruptcy or ~~may~~winding-up ~~conduct~~petition ~~redemptions~~or ~~without~~an ainvoluntary ~~shareholder~~bankruptcy ~~vote~~or ~~pursuant~~winding-up topetition ~~the~~is ~~tender~~filed ~~offer~~against ~~rules of~~us that is not dismissed, the ~~SEC~~proceeds held in the trust account could be subject to ~~the~~applicable ~~provisions~~bankruptcy ofor ~~our fifth~~insolvency ~~amended~~law and ~~restated~~may ~~memorandum~~be included in our bankruptcy estate and ~~articles~~subject to the claims of ~~association~~third parties with priority over the claims of our shareholders. ~~However~~To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will ~~seek~~be ~~shareholder~~able ~~approval~~to return $10.00 per Public Share to our Public Shareholders. Additionally, if itwe file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is ~~required~~filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential ~~law~~transfer” or ~~stock~~a ~~exchange~~“fraudulent ~~listing~~conveyance.” ~~requirement~~As a result, a bankruptcy or weinsolvency ~~may~~court ~~decide~~could seek to ~~seek~~recover ~~shareholder~~some, ~~approval~~or all ~~for~~amounts ~~business~~received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or ~~other~~may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~Under~~Our Public Shareholders will be entitled to receive funds from the ~~Nasdaq~~trust ~~listing~~account ~~rules~~only (i) in the event of the redemption of our Public Shares if we do not complete our initial business combination by March 11, 2026, (ii) in connection with a shareholder ~~approval~~vote ~~would~~to ~~typically~~amend beour ~~required~~fifth ~~for~~amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed 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, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for ~~example:~~cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by March 11, 2026, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote.

~~● we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then-outstanding (other than in a public offering);~~17

●Comparison ~~any~~ of ~~our~~Redemption ~~directors, officers~~ or ~~substantial~~Purchase ~~shareholder (as defined by the Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly,~~ Prices in ~~the~~Connection ~~target~~with ~~business~~Our orInitial ~~assets~~Business toCombination beand ~~acquired~~If orWe inFail ~~the consideration~~ to beComplete ~~paid~~Our inInitial ~~the~~Business ~~transaction~~Combination. ~~and the present or potential issuance of ordinary shares could result in an increase in issued and outstanding ordinary shares or voting power of 5% or more; or~~

●The following table compares the ~~issuance~~redemptions orand ~~potential~~other ~~issuance~~permitted purchases of ~~ordinary~~Public ~~shares~~Shares ~~will~~that ~~result~~may take place in ~~our~~connection ~~undergoing~~with athe ~~change~~completion of ~~control.~~our initial business combination and if we have not consummated an initial business combination by March 11, 2026:

		Redemptions in Connection with Our Initial Business Combination		Other Permitted Purchases of Public Shares by Our Affiliates		Redemptions if We Fail to Complete an Initial Business Combination
Calculation of redemption price		Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our Public Shareholders may redeem their Public Shares for 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 initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.		If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions; they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.		If we have not consummated an initial business combination by March 11, 2026, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

The decision as to whether we will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:18

●Redemptions ~~the~~in ~~timing~~Connection with Our Initial Business Combination Other Permitted Purchases of Public Shares by Our Affiliates Redemptions if We Fail to Complete an Initial Business Combination Impact to remaining shareholders The redemptions in connection with our initial business combination will reduce the ~~transaction~~book value per share for our remaining shareholders, ~~including~~who inwill bear the ~~event~~burden weof ~~determine~~the ~~shareholder~~taxes ~~approval~~payable. ~~would~~If ~~require~~the ~~additional~~permitted ~~time~~purchases ~~and~~described ~~there~~above isare ~~either~~made, ~~not~~there ~~enough~~would ~~time~~be no impact to ~~seek~~our ~~shareholder~~remaining ~~approval~~shareholders orbecause ~~doing~~the sopurchase price would ~~place~~not be paid by us. The redemption of our Public Shares if we fail to complete our initial business combination will reduce the ~~company~~book atvalue aper ~~disadvantage~~share infor the ~~transaction~~shares orheld ~~result~~by inour ~~other~~sponsors, ~~additional~~who ~~burdens~~will onbe ~~the~~our ~~company;~~only remaining shareholders after such redemptions.

●Competition ~~the expected cost of holding a shareholder vote;~~

●In ~~the~~identifying, ~~risk~~evaluating and ~~that~~selecting a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the ~~shareholders~~acquisition ~~would~~of ~~fail~~a target business. Furthermore, our obligation to ~~approve~~pay cash in connection with our Public Shareholders who exercise their redemption rights may reduce the ~~proposed~~resources available to us for our initial business combination; and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

●Facilities ~~other time and budget constraints of the company; and~~

●We ~~additional~~currently ~~legal~~maintain ~~complexities~~our executive ofoffices aat ~~proposed~~40 ~~business~~West ~~combination~~57th ~~that~~Street, ~~would~~29th beFloor, ~~time-consuming~~New ~~and~~York, ~~burdensome~~New toYork ~~present~~10019. toWe ~~shareholders~~consider our current office space adequate for our current operations.

~~Other Transactions~~Employees ~~with Respect to Our Securities~~

AtWe currently have one executive officer. This individual is not obligated to devote any ~~time~~specific atnumber orof ~~prior~~hours to our ~~initial~~matters, ~~business~~but ~~combination,~~he ~~subject~~intends to ~~applicable~~devote ~~securities~~as ~~laws,~~much ~~our~~of ~~sponsors,~~his time ~~directors,~~as ~~executive~~he ~~officers, advisors~~deems ornecessary ~~their~~to ~~affiliates~~our ~~may~~affairs ~~enter~~until ~~into~~we ~~transactions~~have ~~with~~completed ~~institutional~~our orinitial ~~other~~business ~~investors~~combination. toThe ~~provide~~amount ~~them~~of ~~with~~time ~~incentives~~he towill ~~vote~~devote ~~their~~in ~~Public~~any ~~Shares~~time inperiod ~~favor~~will ofvary ~~our~~based ~~initial~~on ~~business~~whether ~~combination~~a ortarget ~~not~~business ~~redeem~~has ~~their~~been ~~Public~~selected ~~Shares.~~for ~~However,~~our ~~they~~initial ~~have~~business nocombination ~~current~~and ~~commitments,~~the stage of ~~plans~~the orbusiness ~~intentions~~combination toprocess ~~engage~~we are in. ~~such~~We ~~transactions~~do ~~and~~not ~~have~~intend ~~not~~to ~~formulated~~have any ~~terms~~full-time oremployees ~~conditions~~prior ~~for~~to ~~any~~the ~~such~~completion ~~transactions~~of our initial business combination.

~~The purpose~~Periodic ofReporting ~~any~~and ~~such~~Financial ~~transaction would be to (i) increase the likelihood of obtaining shareholder approval of the business combination,~~Information (ii) incentivize voting such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.

~~Redemption~~We have registered our units ~~Rights~~and ~~for~~Class A ~~Public~~ordinary ~~Shareholders~~shares ~~upon~~under ~~Completion~~the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of ~~Our~~the ~~Initial~~Exchange ~~Business~~Act, ~~Combination~~our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We will provide ~~our Public Shareholders~~ shareholders with ~~the~~audited ~~opportunity~~financial tostatements ~~redeem all or a portion~~ of ~~their~~the ~~Class A~~prospective ~~ordinary~~target ~~shares~~business ~~upon~~as ~~the~~part ~~completion~~ of ~~our~~the ~~initial~~proxy ~~business~~solicitation ~~combination~~materials ator atender ~~per-share~~offer ~~price,~~documents sent ~~payable~~to inshareholders ~~cash, equal~~ to ~~the~~assist ~~aggregate~~them ~~amount~~in ~~then~~assessing onthe ~~deposit~~target inbusiness. ~~the~~In ~~trust account~~all ~~calculated~~likelihood, asthese offinancial ~~two~~statements ~~business days~~will ~~prior~~need to ~~the~~be ~~consummation~~prepared in ofaccordance ~~the~~with, ~~initial~~or ~~business~~reconciled ~~combination~~to, ~~including~~generally ~~interest~~accepted ~~earned on~~accounting ~~the~~principles ~~funds held~~ in the ~~trust~~United ~~account~~States ~~but~~(“GAAP”) ~~net~~or ofInternational Financial ~~taxes,~~Reporting ~~if any~~Standards, ~~divided~~depending byon the ~~number of then-outstanding Public Shares~~circumstances, ~~subject~~and to the ~~limitations~~historical ~~described~~financial ~~herein.~~statements ~~The~~may ~~amount~~be inrequired ~~the~~to ~~trust~~be ~~account~~audited asin accordance ofwith the ~~completion~~standards of the ~~initial~~United ~~public~~States ~~offering was $10.00 per~~ Public ~~Share.~~Company ~~The~~Accounting ~~per-share~~Oversight ~~amount~~Board we(“PCAOB”). ~~will~~These ~~distribute~~financial tostatement requirements ~~investors~~may ~~who~~limit ~~properly~~the ~~redeem~~pool ~~their~~of ~~shares~~potential ~~will~~target ~~not~~businesses bewe ~~reduced~~may byconduct ~~any~~an ~~deferred underwriting~~initial ~~commission.~~business ~~The~~combination ~~redemption~~with ~~rights~~because ~~will~~some ~~include~~targets may ~~the~~be ~~requirement~~unable ~~that~~to aprovide ~~beneficial~~such ~~holder~~statements ~~must~~in ~~identify~~time ~~itself~~for inus ~~order~~ to ~~validly~~ ~~redeem~~disclose ~~its~~such ~~shares.~~statements ~~There~~in ~~will~~accordance bewith nofederal ~~redemption~~proxy ~~rights~~rules ~~upon~~and ~~the completion of~~ complete our initial business combination ~~with~~within ~~respect~~the ~~to our~~prescribed ~~warrants~~time frame. ~~Further,~~We wecannot ~~will~~assure ~~not~~you ~~proceed~~that ~~with~~any ~~redeeming~~particular ~~our~~target ~~Public~~business ~~Shares, even if a Public Shareholder has properly elected to redeem~~identified ~~its~~by ~~shares,~~us ifas a potential business combination ~~does~~candidate ~~not~~will ~~close.~~have ~~Our~~financial ~~sponsors~~statements ~~and~~prepared ~~each~~in ~~member~~accordance ofwith ~~our~~the ~~management~~requirements ~~team have entered into an agreement~~outlined ~~with us~~above, ~~pursuant~~or tothat ~~which~~the ~~they~~potential ~~have~~target ~~agreed~~business towill ~~waive~~be ~~their~~able ~~redemption rights with respect~~ to ~~any~~prepare ~~Founder~~its ~~Shares~~financial ~~and~~statements ~~Public Shares held by them~~ in ~~connection~~accordance with ~~(i)~~ the ~~completion~~requirements ~~of our initial business combination and (ii) a shareholder vote to approve an~~outlined ~~amendment~~above. toTo ~~our~~the ~~amended~~extent ~~and~~that ~~restated~~these ~~memorandum~~requirements ~~and~~cannot ~~articles~~be ofmet, ~~association~~we ~~(A) that~~may ~~would~~not ~~modify~~be ~~the~~able ~~substance or timing of our obligation~~ to ~~provide~~acquire ~~holders of our Class A ordinary shares~~ the ~~right~~proposed totarget ~~have~~business. ~~their~~While ~~shares~~this ~~redeemed~~may limit inthe ~~connection~~pool ~~with~~of ~~our~~potential ~~initial~~ business combination orcandidates, ~~to redeem 100% of our Public Shares if~~ we do not ~~complete~~believe ~~our~~that ~~initial~~this ~~business~~limitation ~~combination~~will bybe ~~March 11, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares~~material.

1419

~~Limitations~~We are required to evaluate onour ~~Redemptions~~internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes- Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~Our fifth~~We ~~amended~~have ~~and~~filed ~~restated~~a ~~memorandum~~registration statement ~~and~~on ~~articles~~Form of8-A ~~association~~with ~~provide~~the ~~that~~SEC into novoluntarily ~~event~~register ~~will we redeem~~ our ~~Public~~securities ~~Shares~~under inSection 12 anof ~~amount that~~the ~~would~~Exchange ~~cause~~Act. ~~our~~As ~~net~~a ~~tangible assets to be less than $5~~result,~~000,001~~ ~~(so that~~ we ~~do not then become~~ are subject to the ~~SEC’s “penny stock”~~ rules). ~~However,~~and ~~the~~regulations ~~proposed~~promulgated ~~initial~~under ~~business~~the ~~combination~~Exchange ~~may~~Act. ~~require:~~We ~~(i) cash~~have ~~consideration~~no tocurrent beintention ~~paid~~of tofiling ~~the~~a ~~target or~~Form ~~its~~15 ~~owners; (ii) cash~~ to besuspend ~~transferred~~our reporting ~~to the target for working capital~~ or other ~~general~~obligations ~~corporate~~under ~~purposes; or (iii)~~ the ~~retention~~ ofExchange ~~cash~~Act toprior ~~satisfy~~or ~~other~~subsequent ~~conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required~~ to ~~pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~consummation of ~~the~~our ~~proposed~~ initial business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

~~Manner~~We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of ~~Conducting~~the ~~Redemptions~~Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We ~~will~~ ~~provide~~are ~~our~~an ~~Public~~“emerging growth ~~Shareholders~~company,” ~~with~~as ~~the~~defined ~~opportunity~~in ~~to redeem all or~~ Section 2(a) ~~portion~~ of ~~their Class A ordinary shares upon~~ the ~~completion of~~Securities ~~our~~Act, ~~initial~~as ~~business~~modified ~~combination~~by ~~either~~the ~~(i) in~~JOBS ~~connection~~Act. ~~with~~As asuch, ~~general~~we ~~meeting~~are ~~called~~eligible to ~~approve the business combination or~~ ~~(ii) without~~take aadvantage ~~shareholder~~of ~~vote~~certain byexemptions ~~means~~from ofvarious areporting ~~tender~~requirements ~~offer.~~that ~~The~~are ~~decision~~applicable as to ~~whether~~other wepublic ~~will~~companies ~~seek~~that ~~shareholder~~are ~~approval~~not ~~of a proposed~~“emerging ~~business~~growth ~~combination~~companies” orincluding, ~~conduct~~but anot ~~tender~~limited ~~offer will be made by us~~to, ~~solely~~not inbeing ~~our~~required ~~discretion,~~to ~~and~~comply ~~will~~with bethe ~~based~~auditor onattestation arequirements ~~variety~~ of ~~factors~~Section 404 ~~such as the timing~~ of the ~~transaction~~Sarbanes- ~~and~~Oxley ~~whether~~Act, ~~the~~reduced ~~terms~~disclosure ofobligations ~~the~~regarding ~~transaction~~executive ~~would~~compensation ~~require~~in usour toperiodic ~~seek~~reports ~~shareholder~~and ~~approval~~proxy ~~under applicable~~statements, ~~law~~and orexemptions ~~stock~~from ~~exchange~~the ~~listing~~requirements ~~requirement~~of orholding ~~whether we were deemed to be~~ a ~~foreign~~non-binding ~~private~~advisory ~~issuer~~vote ~~(which~~on ~~would~~executive ~~require~~compensation aand ~~tender offer rather than seeking~~ shareholder approval ~~under~~of ~~SEC~~any golden ~~rules).~~parachute ~~Asset~~payments ~~acquisitions and share purchases would~~ not ~~typically~~previously ~~require~~approved. ~~shareholder approval~~If ~~while~~some ~~direct~~investors ~~mergers~~find ~~with~~ our ~~company~~securities ~~and~~less ~~any~~attractive ~~transactions~~as ~~where~~a weresult, ~~issue~~there ~~more~~may ~~than~~be ~~20%~~a ~~of our issued and outstanding ordinary~~less ~~shares~~active ortrading ~~seek~~market tofor ~~amend~~ our ~~fifth~~securities ~~amended~~ and ~~restated~~the ~~memorandum~~prices ~~and articles~~ of ~~association would require shareholder approval. So long as we obtain and maintain a listing for~~ our securities onmay ~~Nasdaq, we will~~ be ~~required~~more ~~to comply with Nasdaq’s shareholder approval rules~~volatile.

~~The requirement~~In ~~that~~addition, weSection 107 of ~~provide~~the ~~our~~JOBS ~~Public~~Act ~~Shareholders~~also ~~with~~provides ~~the~~that ~~opportunity~~an to“emerging ~~redeem~~growth ~~their~~company” ~~Public~~can ~~Shares~~take byadvantage ~~one~~ of the ~~two~~extended ~~methods~~transition ~~listed above~~period ~~is contained~~ provided in ~~provisions~~Section 7(a)(2)(B) of ~~our~~the ~~fifth~~Securities ~~amended~~Act ~~and~~for ~~restated~~complying ~~memorandum~~with ~~and~~new ~~articles of association and will apply whether~~ or ~~not we~~revised ~~maintain~~accounting ~~our~~standards. ~~registration~~In ~~under~~other ~~the Securities Exchange Act of 1934~~words, asan ~~amended, (the~~ “~~Exchange~~emerging growth ~~Act~~company”) orcan ~~our~~delay ~~listing~~the ~~on Nasdaq.~~adoption ~~Such~~of ~~provisions~~certain ~~may~~accounting bestandards ~~amended~~until ifthose ~~approved~~standards bywould ~~holders~~otherwise ofapply ~~two-thirds~~to ofprivate ~~our~~companies. We ~~ordinary~~intend ~~shares entitled~~ to ~~vote~~take ~~thereon,~~advantage soof ~~long as~~the webenefits ~~offer~~of ~~redemption~~this inextended ~~connection~~transition ~~with such amendment~~period.

~~If we~~We ~~provide~~will ~~our~~remain ~~Public~~an ~~Shareholders~~emerging growth ~~with~~company until the ~~opportunity~~earlier toof ~~redeem~~(1) the ~~their~~last ~~Public~~day ~~Shares~~of inthe ~~connection~~fiscal ~~with~~year (a) following ~~general~~the ~~meeting~~fifth anniversary of the completion of this offering, (b) in which we ~~will~~have total annual gross revenue of at least $1.235 billion, ~~pursuant~~ or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ~~fifth~~Class A ~~amended~~ordinary ~~and~~shares ~~restated~~that ~~memorandum~~are ~~and~~held ~~articles~~by non-affiliates equal or exceeds $700 million as of ~~association:~~the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

● conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and20

●Item ~~file~~1A. ~~proxy~~Risk ~~materials with the SEC.~~Factors

InOur business, financial ~~the~~condition, ~~event~~financial ~~that~~results, weand ~~seek~~future ~~shareholder~~growth ~~approval~~prospects ofare ~~our~~subject ~~initial~~to ~~business~~a ~~combination~~number of risks and uncertainties, weincluding ~~will~~those ~~distribute~~set ~~proxy~~forth below. ~~materials~~The ~~and~~occurrence of any of the following risks could have a material adverse effect on our business, infinancial ~~connection~~condition, financial ~~therewith~~results, ~~provide~~and ~~our~~future ~~Public~~growth ~~Shareholders~~prospects. ~~with~~Additional ~~the~~risks ~~redemption~~and ~~rights~~uncertainties ~~described~~that ~~above~~are ~~upon~~not ~~completion~~currently ofknown ~~the~~to ~~initial~~us or that we do not currently believe to be material may also negatively affect our business, ~~combination~~financial condition, financial results, and future growth prospects.

15Summary Risk Factors

~~If we~~The ~~seek~~following ~~shareholder~~is ~~approval, we will complete our initial business combination only 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~~summary ~~the company. A quorum for such meeting will be present if the holders~~ of ~~a majority of issued and outstanding shares entitled to vote at~~ the ~~meeting~~more ~~are~~significant ~~represented~~risks in person or by proxy. Our sponsors, officers and directors (collectively, along with their permitted transferees, the “Initial Shareholders”) will count toward this quorum and, pursuant to the letter agreement, our Initial Shareholders, officers and directors have agreed to vote their Founder Shares, private placement shares and any Public Shares in favor of our initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our Initial Shareholders will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the ~~approval of our initial business combination once a quorum is obtained~~Company. As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial business combination approved. These quorum and voting thresholds, the voting agreement of our sponsors, officers and directors may make it more likely that we will consummate our initial business combination. Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, may redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

~~If a~~Risks ~~shareholder~~Related ~~vote is not required and we do not decide~~ to ~~hold~~Our aBusiness ~~shareholder vote for business or other legal reasons, we will:~~

● ~~conduct~~We ~~the~~are ~~redemptions~~a ~~pursuant~~blank tocheck ~~Rule~~company ~~13e-4~~with no operating history and ~~Regulation~~no ~~14E~~revenues, ofand ~~the~~you ~~Exchange~~have ~~Act,~~no basis on which ~~regulate~~to ~~issuer~~evaluate ~~tender~~our ~~offers,~~ability ~~and~~to achieve our business objective.

● ~~file~~Our ~~tender~~Public ~~offer~~Shareholders ~~documents~~may ~~with~~not ~~the~~be ~~SEC~~afforded ~~prior~~an opportunity to ~~completing~~vote on our proposed initial business combination, ~~which~~and ~~contain~~even ~~substantially~~if ~~the~~we ~~same~~hold ~~financial~~a ~~and~~vote, ~~other~~holders ~~information~~of ~~about~~our ~~the~~Founder ~~initial~~Shares ~~business~~will ~~combination~~participate ~~and~~in ~~the~~such ~~redemption~~vote, ~~rights~~which asmeans iswe ~~required~~may ~~under~~complete ~~Regulation~~our ~~14A~~initial business combination even though a majority of ~~the~~our ~~Exchange~~Public ~~Act,~~Shareholders ~~which~~do ~~regulates~~not ~~the~~support ~~solicitation~~such ofa ~~proxies~~combination.

~~In the~~● ~~event~~Your weonly ~~conduct~~opportunity ~~redemptions pursuant~~ to ~~the~~affect ~~tender~~your ~~offer~~investment ~~rules,~~decision ~~our~~regarding ~~offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(~~a~~) under~~ ~~the~~potential ~~Exchange Act, and we will not be permitted to complete our initial~~ business combination ~~until~~ ~~the~~may ~~expiration of the tender offer period. In addition, the tender offer will~~ be ~~conditioned~~limited onto ~~Public Shareholders not tendering more than~~ the ~~number~~exercise of ~~Public~~your ~~Shares~~right ~~we are permitted~~ to redeem. Ifyour ~~Public Shareholders tender more~~ shares ~~than~~from weus ~~have~~for ~~offered to purchase, we will withdraw the tender offer and not complete the initial business combination~~cash.

~~Upon the~~● ~~public~~If ~~announcement~~we seek shareholder approval of our initial business combination, ~~if we elect to conduct redemption pursuant to the tender offer rules, we or~~ our ~~sponsors~~Initial ~~will~~Shareholders ~~terminate~~and ~~any~~management ~~plan~~team ~~established~~have inagreed ~~accordance with Rule 10b5-1~~ to ~~purchase~~vote ~~our~~in ~~Class A~~favor ~~ordinary~~of ~~shares in~~such ~~the~~initial ~~open~~business ~~market~~combination, inregardless ~~order~~of tohow ~~comply~~our ~~with~~Public ~~Rule 14e-5~~Shareholders ~~under the Exchange Act~~vote.

● We ~~intend~~ tomay ~~require~~not ~~our~~be ~~Public~~able ~~Shareholders seeking~~ to ~~exercise~~complete ~~their~~our ~~redemption~~initial ~~rights,~~business ~~whether~~combination ~~they~~within ~~are~~the ~~record~~time ~~holders~~period orprescribed ~~hold their shares~~ in ~~“street name,” to, at the holder’s option, either deliver their share certificates to~~ our ~~transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system~~Articles, ~~prior to the date set forth~~ in ~~the~~which ~~proxy~~case ~~materials~~we orwould ~~tender~~cease ~~offer~~all ~~documents,~~operations asexcept ~~applicable.~~for In the ~~case~~purpose of ~~proxy~~winding ~~materials, this date may be~~ up toand ~~two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if~~ we ~~conduct~~would ~~redemptions~~redeem inour ~~connection with a shareholder vote, we intend to require a~~ Public ~~Shareholder seeking redemption of its Public~~ Shares toand ~~also~~liquidate, ~~submit a written request for redemption to our transfer agent two business days prior to the scheduled vote~~ in which ~~the~~case ~~name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of~~ our Public ~~Shares in connection with our initial business combination will indicate whether we are requiring Public~~ Shareholders tomay ~~satisfy~~receive ~~such~~only ~~delivery requirements~~$11.70 Weper ~~believe~~share ~~that~~(based ~~this~~on ~~will allow our transfer agent to efficiently process any redemptions without~~ the ~~need~~Trust ~~for~~Account ~~further~~balance ~~communication~~as orof ~~action~~October ~~from~~31, ~~the redeeming Public Shareholders~~2025), ~~which~~or ~~could~~less ~~delay redemptions~~than ~~and~~such ~~result~~amount in ~~additional~~certain ~~administrative~~circumstances, ~~cost. If the proposed initial business combination is not approved~~ and weour ~~continue to~~warrants ~~search for a target company, we~~ will ~~promptly~~expire ~~return any certificates or shares delivered by Public Shareholders who elected to redeem their shares~~worthless.

16● Our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

~~Our fifth~~● ~~amended~~You ~~and~~will ~~restated~~not ~~memorandum~~have ~~and~~any ~~articles~~rights ofor ~~association~~interests ~~provide that~~ in nofunds ~~event~~from will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the ~~target~~trust ~~or its owners~~account, ~~(ii) cash~~except ~~for~~under ~~working~~certain ~~capital or~~limited ~~other general corporate purposes or (iii) the retention of cash to satisfy other conditions~~circumstances. ~~In the event that the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption~~Therefore, ~~plus any amount required~~ to ~~satisfy~~liquidate ~~cash~~your ~~conditions pursuant to the terms of the proposed initial business combination~~investment, ~~exceeds~~you ~~the~~may ~~aggregate amount of cash available to us, we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will~~ be ~~returned~~forced to ~~the~~sell ~~holders~~your ~~thereof.~~Public WeShares ~~may, however, raise funds through the issuance of equity-linked securities~~ or ~~through loans~~warrants, ~~advances~~potentially orat ~~other~~a indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirementsloss.

~~Limitation on~~● ~~Redemption~~We ~~upon~~cannot ~~Completion~~assure ofyou ~~Our~~that ~~Initial~~our diligence review has identified all material risks associated with the announced Business Combination ifAgreement, Weand ~~Seek~~you ~~Shareholder~~may ~~Approval~~be less protected as an investor from any material issues with respect to the acquired business.

● If we ~~seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to~~ the ~~tender~~announced ~~offer~~Business ~~rules,~~Combination ~~our~~Agreement ~~fifth amended and restated memorandum and articles of association provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder~~ is ~~acting~~consummated inyou ~~concert or as a “group” (as defined under Section 13 of the Exchange Act),~~ will beexperience ~~restricted~~dilution ~~from~~due ~~redeeming its shares with respect~~ to ~~more than an aggregate of 15% of~~ the ~~shares~~issuance ~~sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks~~ of ~~shares,~~new ~~and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their~~ shares ~~at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate~~ of ~~15%~~ordinary ~~of the~~ shares ~~sold~~and insecurities ~~the~~convertible ~~Initial~~into ~~Public~~ordinary ~~Offering could threaten to exercise its redemption rights if such holder’s~~ shares ~~are not purchased by us, our sponsors or our management at a premium~~ to the ~~then-current~~existing ~~market price or on other undesirable terms. By limiting our~~ shareholders’ ~~ability to redeem no more than 15%~~ of the ~~shares~~acquired sold in the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business ~~combination, particularly in connection with a business combination having a target that requires~~ as ~~a closing condition that we have a minimum net worth or a certain amount of cash~~consideration.

~~However, we~~Risks ~~would~~Related ~~not be restricting our shareholders’ ability~~ to ~~vote~~Our ~~all~~Securities ~~of their shares (including Excess Shares) for or against our initial business combination.~~

~~Delivering Share~~● ~~Certificates~~NYSE has delisted our securities from trading on its exchange, which limits investors’ ability to make transactions in ~~Connection~~our ~~with~~securities ~~the~~and ~~Exercise~~subjects ofus ~~Redemption~~to ~~Rights~~additional trading restrictions.

~~Public shareholders~~● ~~seeking~~You ~~to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”~~ will not be ~~required~~entitled to ~~either~~protections ~~tender~~normally ~~their~~afforded ~~certificates (if any)~~ to ~~our~~investors transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of ~~our~~many ~~Public~~other ~~Shares~~blank incheck connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its sharescompanies. Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their Public Shares.

1721

~~There is~~● aIf ~~nominal~~the ~~cost~~net ~~associated~~proceeds ~~with~~of the ~~above-referenced~~Initial ~~tendering~~Public ~~process~~Offering and the ~~act~~sale of ~~certificating~~ the ~~shares~~Private orPlacement ~~delivering~~Warrants ~~them~~not ~~through the~~being ~~DWAC~~held ~~System.~~in ~~The transfer agent will typically charge~~ the ~~tendering~~trust ~~broker~~account aare ~~fee~~insufficient, ~~of approximately $80.00 and~~ it ~~would~~could belimit ~~up to~~ the ~~broker~~ ~~whether~~amount oravailable ~~not~~ to ~~pass~~fund ~~this~~our ~~cost~~search onfor toa ~~the~~target ~~redeeming~~business ~~holder.~~or ~~However,~~businesses ~~this~~and ~~fee~~complete ~~would~~our beinitial ~~incurred~~business ~~regardless~~combination, ofand ~~whether or not~~ we ~~require~~will ~~holders~~depend ~~seeking~~on toloans ~~exercise~~from ~~redemption~~our ~~rights~~sponsors toor ~~tender~~management ~~their~~team ~~shares. The need~~ to ~~deliver~~fund ~~shares~~our issearch aand ~~requirement~~to ofcomplete ~~exercising redemption~~our ~~rights~~initial ~~regardless~~business ~~of the timing of when such delivery must be effectuated~~combination.

~~The foregoing~~Risks isRelated ~~different from the procedures used by many blank check companies. In order~~ to ~~perfect~~Our ~~redemption~~Trust ~~rights~~Account in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder would then have an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

~~Any request~~● toIf ~~redeem~~third ~~such~~parties ~~shares,~~bring ~~once~~claims ~~made,~~against ~~may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by~~ us~~. Furthermore~~, ifthe afunds ~~holder~~held ~~of a Public Share delivers its certificate~~ in ~~connection~~the ~~with~~trust anaccount ~~election~~could ofbe ~~redemption~~reduced ~~rights~~ and ~~subsequently decides prior to~~ the ~~applicable~~per-share ~~date~~redemption ~~not to~~amount ~~elect~~received toby ~~exercise~~shareholders ~~such rights, such holder~~ may ~~simply~~be ~~request~~less ~~that~~than ~~the transfer agent return the certificate (physically or electronically)~~$10. It00 isper ~~anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination~~share.

~~If our~~● ~~initial~~Our ~~business~~directors ~~combination~~may isdecide not ~~approved or completed for any reason, then our Public Shareholders who elected~~ to ~~exercise~~enforce ~~their redemption~~the ~~rights~~indemnification ~~would~~obligations ~~not~~of beCrown ~~entitled~~PropTech toSponsor, ~~redeem~~resulting ~~their~~in ~~shares~~a ~~for~~reduction in the ~~applicable~~amount ~~pro~~of ~~rata~~funds ~~share~~in of the trust account. Inavailable ~~such~~for ~~case, we~~distribution ~~will promptly return any certificates delivered by public holders who elected~~ to ~~redeem~~our ~~their~~Public ~~shares~~Shareholders.

~~If our~~● ~~initial~~We ~~proposed~~may ~~business combination is~~ not ~~completed,~~have wesufficient ~~may~~funds ~~continue~~ to ~~try~~satisfy toindemnification ~~complete~~claims aof ~~business~~our ~~combination~~directors ~~with~~and ~~a different target until March 11, 2026~~officers.

~~Redemption of~~Risks ~~Public~~Related ~~Shares~~to ~~and~~Our ~~Liquidation~~Operations ~~If No Initial Business Combination~~

~~At the~~● ~~Extraordinary~~If ~~General~~we ~~Meeting,~~are ~~held~~deemed onto ~~May~~be 9,an ~~2025,~~investment ~~shareholders~~company ~~approved~~under the ~~Extension~~Investment ~~Proposal~~Company toAct, ~~amend~~we ~~the~~may ~~Company’s~~be ~~Fourth amended~~required ~~and~~to ~~restated~~institute ~~memorandum~~burdensome ~~and~~compliance ~~articles~~requirements ofand ~~association~~our toactivities ~~extend~~may ~~the~~be ~~date~~restricted, by which ~~the~~may ~~Company~~make ~~must~~it ~~consummate~~difficult anfor ~~initial~~us ~~business combination~~to ~~from~~complete ~~May~~our ~~11,~~initial ~~2025~~business ~~to March 11, 2026~~combination.

18● Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.

~~Our fifth~~Risks ~~amended~~Related ~~and restated memorandum and articles of association provides that we have only until March 11, 2026~~ to consummate an initial business combination. If we have not consummated an initial business combination by March 11, 2026, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, in the case of clauses (ii) and (iii), subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination by March 11, 2026. Our ~~fifth~~Corporate ~~amended~~Structure and restated memorandum and articles of association will provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Our sponsors~~● ~~and~~We ~~each~~may ~~member~~not ofhold ~~our management team have entered into~~ an ~~agreement~~annual ~~with~~general ~~us,~~meeting ~~pursuant~~until toafter ~~which they have agreed to waive their rights to liquidating distributions from~~ the ~~trust~~consummation ~~account~~of ~~with~~our ~~respect to any Founder Shares they hold if we fail to consummate an~~ initial business combination ~~by March 11~~, ~~2026~~which ~~(although~~could ~~they~~delay ~~will be entitled to liquidating distributions from~~ the ~~trust~~opportunity ~~account~~for ~~with~~our ~~respect to~~shareholders ~~any Public Shares they hold if we fail~~ to ~~complete~~appoint ~~our initial business combination within the prescribed time frame)~~directors.

~~Our sponsors,~~● ~~executive~~Holders ~~officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our fifth amended and restated memorandum and articles~~ of ~~association~~Class (A~~) that~~ ~~would modify the substance or timing of our obligation to provide holders of our Class A~~ ordinary shares ~~the~~will ~~right~~not tobe ~~have~~permitted ~~their shares redeemed in connection with our initial business combination or~~ to ~~redeem~~exercise ~~100%~~their ofwarrants ~~our~~unless ~~Public Shares if~~ we doregister ~~not~~and ~~complete~~qualify ~~our initial business combination by March 11, 2026 or (B) with respect to any other provision relating to~~ the ~~rights~~underlying ~~of holders of our~~ Class A ordinary shares, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account but net of taxes, if any, divided by the number of the then-outstanding Public Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of Public Shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or ~~the~~certain ~~related~~exemptions ~~redemption~~are ~~of our Public Shares at such time~~available. ~~This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person.~~

~~All costs~~Risks ~~and~~Related ~~expenses associated with implementing our plan of dissolution, as well as payments~~ to ~~any~~Our ~~creditors,~~Search will be funded from amounts remaining out of the funds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for ~~such~~a ~~purpose.~~Business Combination

~~If we~~● ~~were~~We tomay ~~expend~~seek ~~all~~business ofcombination ~~the~~opportunities ~~net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, other than the proceeds deposited~~ in ~~the~~industries ~~trust~~or ~~account,~~sectors ~~and~~that ~~without~~may ~~taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would~~ be ~~$10.00.~~outside ~~The proceeds deposited in the trust account could, however, become subject to the claims~~ of our ~~creditors~~management’s ~~which~~areas ~~would have higher priority than the claims~~ of ~~our Public Shareholders~~expertise. ~~We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00.~~

19● We may be a passive foreign investment company, or “PFIC,” and/or controlled foreign corporation, or “CFC” which could result in adverse United States federal income tax consequences to U.S. investors.

~~While we~~● ~~intend~~Since toour ~~pay~~sponsors, ~~such~~Anchor ~~amounts~~Investor, officers and directors will lose their entire investment in us if ~~any~~our initial business combination is not completed, wea ~~cannot~~conflict ~~assure~~of ~~you~~interest ~~that~~may wearise ~~will~~in ~~have~~determining ~~funds~~whether ~~sufficient~~a toparticular ~~pay~~business orcombination ~~provide~~target is appropriate for ~~all~~our ~~creditors’ claims~~initial business combination.

~~Although we~~● ~~have~~The ~~sought~~SEC ~~and~~has ~~continue~~recently toissued ~~seek~~final rules to ~~have~~regulate ~~all~~special ~~vendors,~~purpose ~~service~~acquisition ~~providers~~companies. ~~(other~~Certain than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of ~~any kind in or to any monies held in~~ the ~~trust~~procedures ~~account for the benefit of our Public Shareholders, there is no guarantee~~ that ~~they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including~~we, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a ~~claim~~potential ~~against our assets, including the funds held in the trust account. Seeking such waivers from third parties, including prospective~~ business combination ~~targets,~~ ~~may deter such parties from entering into agreements with us. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account~~target, ~~our~~or ~~management~~others will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may ~~engage~~determine ~~a third party that refuses~~ to ~~execute~~undertake a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in ~~cases~~connection ~~where~~with ~~management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that~~ such ~~entities~~proposals ~~will agree to waive any claims they~~ may ~~have~~increase inour ~~the~~costs ~~future as a result of, or arising out of, any negotiations, contracts or agreements with us~~ and ~~will not seek recourse against~~ the ~~trust~~time ~~account~~needed ~~for any reason. In order~~ to ~~protect~~complete the amounts held in the trust account, Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our ~~independent~~initial ~~registered public accounting firm), or a prospective target~~ business ~~with~~combination ~~which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per Public Share~~ and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may beconstrain withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the ~~trust~~circumstances ~~account nor will it apply to any claims~~ under ~~our~~which ~~indemnity~~we ofcould ~~the~~complete ~~underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against~~ a ~~third~~business ~~party, Crown PropTech Sponsor will not be responsible to the extent of any liability for such third-party claims~~combination. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and Crown PropTech Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per Public Share.22

20Risks Related to Our Organizational Documents and Structure

~~We will~~● ~~seek~~In order to ~~reduce~~effectuate ~~the~~an ~~possibility~~initial ~~that~~business ~~Crown~~combination, ~~PropTech~~special ~~Sponsor~~purpose ~~will~~acquisition companies have, toin ~~indemnify~~ the ~~trust~~recent ~~account~~past, ~~due~~amended tovarious ~~claims~~provisions of ~~creditors~~their ~~by endeavoring~~charters toand ~~have all vendors, service providers (~~other ~~than~~governing ~~our independent registered public accounting firm)~~instruments, ~~prospective~~including ~~target businesses~~their orwarrant ~~other entities with which we do business execute~~ agreements. ~~with~~We uscannot ~~waiving~~assure ~~any~~you ~~right,~~that ~~title,~~we ~~interest or claim of any kind in or to monies held in the trust account. Crown PropTech Sponsor~~ will ~~also~~ not beseek ~~liable as~~ to ~~any~~amend ~~claims under~~ our ~~indemnity~~fifth ~~of the~~amended ~~underwriters~~and ofrestated ~~the~~memorandum ~~Initial~~and ~~Public~~articles ~~Offering~~of ~~against~~association ~~certain~~or ~~liabilities,~~governing ~~including~~instruments ~~liabilities~~in ~~under~~a ~~the~~manner ~~Securities Act. In the event~~ that wewill ~~liquidate,~~make ~~and~~ it iseasier ~~subsequently determined that the reserve~~ for ~~claims~~us ~~and~~to ~~liabilities~~complete isour ~~insufficient,~~initial ~~shareholders~~business ~~who~~combination ~~received funds~~that ~~from~~ our ~~trust~~shareholders ~~account~~may ~~could be liable for claims made by creditors, however such liability will~~ not ~~be greater than the amount of funds from our trust account received by any such shareholder~~support.

~~If we~~Risks ~~file~~Related ~~a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject~~ to ~~applicable~~Our bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency 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 our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.Warrants

● Our ~~Public~~ ~~Shareholders~~warrant ~~will~~agreement bedesignates ~~entitled to receive funds from~~ the ~~trust~~courts ~~account only (i) in the event~~ of the ~~redemption~~State of ~~our~~New ~~Public Shares~~York ifor wethe doUnited ~~not~~States ~~complete~~District ~~our~~Court ~~initial~~for ~~business combination by March 11, 2026, (ii) in connection with a shareholder vote to amend our fifth amended and restated memorandum and articles of association (A) to modify~~ the ~~substance~~Southern orDistrict ~~timing~~ of ~~our~~New ~~obligation~~York ~~to provide~~as ~~holders of our Class A ordinary shares~~ the ~~right~~sole toand ~~have~~exclusive ~~their~~forum ~~shares~~for ~~redeemed~~certain intypes ~~connection with our initial business combination or to redeem 100%~~ of ~~our~~actions ~~Public~~and ~~Shares~~proceedings ifthat wemay dobe ~~not~~initiated ~~complete our initial business combination~~ by ~~March 11, 2026 or (B) with respect to any other provision relating to the rights of~~ holders of our ~~Class A ordinary shares~~warrants, orwhich ~~(iii) if~~could ~~they~~limit ~~redeem their respective shares for cash upon~~ the ~~completion~~ability of ~~the~~warrant ~~initial~~holders ~~business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled~~ to ~~funds~~obtain from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination by March 11, 2026, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a ~~shareholder~~favorable ~~have~~judicial ~~any~~forum ~~right~~for ordisputes ~~interest of any kind to or in the trust account. In the event we seek shareholder approval in connection~~ with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust accountcompany. Such shareholder must have also exercised its redemption rights described above. These provisions of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote.

21General Risks

~~Comparison~~ ● We are an emerging growth company and a smaller reporting company within the meaning of ~~Redemption~~the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or ~~Purchase~~smaller ~~Prices~~reporting incompanies, ~~Connection~~this ~~with~~could ~~Our~~make ~~Initial~~our ~~Business~~securities ~~Combination~~less attractive to investors and Ifmay Wemake ~~Fail~~it more difficult to ~~Complete~~compare ~~Our~~our ~~Initial~~performance ~~Business Combination.~~with other public companies.

~~The following~~● ~~table~~Recent ~~compares~~increases ~~the~~in ~~redemptions~~inflation and ~~other~~interest ~~permitted~~rates ~~purchases of Public Shares that may take place~~ in ~~connection~~the ~~with~~United ~~the~~States ~~completion of~~and ~~our~~elsewhere ~~initial~~could ~~business~~make ~~combination~~it ~~and~~more ifdifficult wefor ~~have~~us ~~not~~to ~~consummated~~consummate an initial business combination ~~by March 11, 2026:~~.

		Redemptions in Connection with Our Initial Business Combination		Other Permitted Purchases of Public Shares by Our Affiliates		Redemptions if We Fail to Complete an Initial Business Combination
Calculation of redemption price		Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our Public Shareholders may redeem their Public Shares for 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 initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.		If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions; they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.		If we have not consummated an initial business combination by March 11, 2026, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

●

We have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.

22Risks Associated with Acquiring and Operating a Business in Foreign Countries

~~Redemptions~~● inIf ~~Connection~~we ~~with~~effect Our Initial Business Combination Other Permitted Purchases of Public Shares by Our Affiliates Redemptions if We Fail to Complete an Initial Business Combination Impact to remaining shareholders The redemptions in connection with our initial business combination ~~will~~with ~~reduce~~a ~~the~~company ~~book~~located ~~value~~outside ~~per share for our remaining shareholders, who will bear the burden~~ of the ~~taxes~~United ~~payable. If the permitted purchases described above are made~~States, ~~there~~we would be nosubject ~~impact~~ to ~~our~~a ~~remaining~~variety ~~shareholders~~of ~~because~~additional ~~the~~risks ~~purchase~~that ~~price~~may ~~would~~adversely ~~not~~affect ~~be paid by~~ us. The redemption of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining shareholders after such redemptions.

~~Competition~~ Risks Related to Our Business

~~In identifying,~~We ~~evaluating~~are ~~and selecting~~ a ~~target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other~~ blank check ~~companies,~~company ~~private~~with ~~equity~~no ~~groups and leveraged buyout funds, public companies and~~ operating ~~businesses seeking strategic acquisitions. Many of these entities are well established and have~~ ~~extensive~~history ~~experience identifying~~ and ~~effecting~~no ~~business combinations directly or through affiliates. Moreover~~revenues, ~~many of these competitors possess greater financial, technical, human~~ and ~~other~~you ~~resources~~have ~~than~~no ~~us.~~basis ~~Our~~on ~~ability~~which to ~~acquire~~evaluate ~~larger target businesses will be limited by~~ our ~~available~~ability ~~financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation~~ to ~~pay~~achieve ~~cash in connection with~~ our ~~Public Shareholders who exercise their redemption rights may reduce the resources available to us for our initial~~ business ~~combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses~~objective. ~~Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.~~

~~Facilities~~We are a blank check company incorporated under the laws of the Cayman Islands with operations limited to pursuing and reviewing potential opportunities for the initial business combination since the Initial Public Offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

WeOur Public Shareholders may not be afforded ~~currently~~an ~~maintain~~opportunity ~~our~~to ~~executive~~vote ~~offices~~on atour 40proposed ~~West~~initial ~~57th~~business ~~Street~~combination, ~~29th~~and ~~Floor~~even if we hold a vote, ~~New~~holders ~~York~~of our Founder Shares will participate in such vote, ~~New~~which ~~York~~means ~~10019.~~we Wemay ~~consider~~complete our ~~current office~~initial ~~space~~business ~~adequate~~combination ~~for~~even though a majority of our ~~current~~Public ~~operations~~Shareholders do not support such a combination.

~~Employees~~We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our Founder Shares will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if holders of a majority of our ordinary shares do not approve of the business combination we complete.

We currently have one executive officer. This individual is not obligated to devote any specific number of hours to our matters, but he intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.23

~~Periodic~~Your only opportunity to effect your investment ~~Reporting~~decision ~~and~~regarding ~~Financial~~a ~~Information~~potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

WeAt the time of your investment ~~have~~in ~~registered~~us, ~~our~~you ~~units~~will ~~and~~not ~~Class A~~be ~~ordinary~~provided ~~shares~~with ~~under~~an opportunity to evaluate the ~~Exchange~~specific ~~Act~~merits ~~and~~or ~~have~~risks ~~reporting~~of ~~obligations,~~our ~~including~~initial ~~the~~business ~~requirement~~combination. Since ~~that~~our weboard ~~file~~of ~~annual,~~directors ~~quarterly~~may complete such business combination without seeking shareholder approval, and ~~current~~then ~~reports~~Public ~~with~~Shareholders may not have the ~~SEC.~~right Inor ~~accordance~~opportunity ~~with~~to vote on the ~~requirements~~business ofcombination, ~~the~~unless ~~Exchange~~we ~~Act~~seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our ~~annual~~initial business combination may be limited to exercising your redemption rights within ~~reports~~the period of time (which will ~~contain~~be ~~financial~~at ~~statements~~least ~~audited~~20 ~~and~~business days) ~~reported~~set onforth byin our ~~independent~~tender ~~registered~~offer ~~public~~documents ~~accountants~~mailed to our Public Shareholders in which we describe our initial business combination.

~~We will~~If ~~provide~~we ~~shareholders~~seek ~~with~~shareholder ~~audited~~approval ~~financial statements~~ of ~~the~~our ~~prospective target business as part of the proxy solicitation materials~~initial ~~or tender offer documents sent to shareholders to assist them in assessing the target~~ business. ~~In all likelihood~~combination, ~~these~~our ~~financial~~Initial ~~statements will~~Shareholders need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the United States (“GAAP”) or International Financial Reporting Standards, depending on the circumstances, and ~~the~~management ~~historical~~team ~~financial~~have ~~statements~~agreed ~~may be required~~ to bevote ~~audited~~ in ~~accordance~~favor ~~with the standards~~ of the United States Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such ~~statements in time for us to disclose such statements in accordance with federal proxy rules and complete our~~ initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, ~~or that the potential target business will be able to prepare its financial statements in accordance~~ ~~with~~regardless ~~the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool~~ of ~~potential~~how ~~business~~our ~~combination~~Public ~~candidates,~~Shareholders ~~we do not believe that this limitation will be material~~vote.

23Our Initial Shareholders own 93.3% of our issued and outstanding ordinary shares since the completion of Initial Public Offering. Our Initial Shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our fifth amended and restated memorandum and articles of association provide 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 the company, including the Founder Shares. As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial business combination approved.

~~We are~~The ~~required~~ability toof ~~evaluate~~ our ~~internal~~Public ~~control~~Shareholders ~~procedures~~to ~~for~~redeem their ~~the~~shares ~~fiscal~~for ~~year~~cash ~~ending~~may ~~December 31,~~make ~~2023~~our asfinancial ~~required~~condition byunattractive ~~the Sarbanes-Oxley Act. Only in the event we are deemed~~ to bepotential abusiness ~~large~~combination ~~accelerated filer or an accelerated filer~~targets, ~~and~~which nomay ~~longer~~make ~~qualify~~it ~~as an emerging growth~~difficult ~~company,~~for ~~will~~us ~~we be required~~ to ~~have~~enter ~~our~~into ~~internal~~a ~~control procedures audited. A target~~ business ~~may~~combination ~~not be in compliance~~ with ~~the~~a ~~provisions of the Sarbanes- Oxley Act regarding adequacy of their internal controls~~target. ~~The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.~~

We may seek to enter into ~~have~~a ~~filed~~business combination transaction agreement with a ~~registration~~minimum ~~statement~~cash onrequirement ~~Form~~for ~~8-A~~(i) cash ~~with~~consideration ~~the~~to ~~SEC~~be paid to ~~voluntarily~~the ~~register~~target or ~~our~~its ~~securities~~owners, ~~under~~(ii) cash ~~Section~~for working capital or other general corporate purposes or (iii) 12the retention of ~~the~~cash ~~Exchange~~to satisfy other ~~Act~~conditions. AsIf atoo ~~result~~many Public Shareholders exercise their redemption rights, we ~~are~~would ~~subject~~not be able to ~~the~~meet ~~rules~~such closing condition and, as ~~regulations~~a ~~promulgated~~result, ~~under~~would not be able to proceed with the ~~Exchange~~business ~~Act~~combination. WeFurthermore, ~~have~~in no ~~current~~event ~~intention~~will ofwe ~~filing~~redeem our Public Shares in aan ~~Form~~amount 15that would cause our net tangible assets to ~~suspend~~be less than $5,000,001 upon completion of our ~~reporting~~initial business combination, or any ~~other~~greater ~~obligations~~net ~~under~~tangible asset or cash requirement that may be contained in the ~~Exchange~~agreement ~~Act~~relating ~~prior~~to orour ~~subsequent~~initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets, to ~~the~~be ~~consummation~~less than $5,000,001 upon completion of our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our Public Shares and the related business combination, and we may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will not reflect an obligation to pay deferred underwriting commissions, which have been waived by the underwriters.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.24

~~We are~~The anability ~~“emerging growth company,” as defined in Section 2(a)~~ of ~~the~~our ~~Securities~~Public ~~Act,~~Shareholders ~~as modified by the JOBS Act. As such, we are eligible~~ to ~~take advantage of certain exemptions from various reporting requirements that are applicable to other public~~exercise ~~companies~~redemption ~~that~~rights ~~are~~with ~~not~~respect ~~“emerging growth companies” including, but not limited~~ to, ~~not~~a ~~being~~large ~~required~~number ~~to comply with the auditor attestation requirements~~ of ~~Section 404 of the Sarbanes- Oxley Act, reduced disclosure obligations regarding executive compensation in~~ our ~~periodic~~shares ~~reports~~may ~~and~~not ~~proxy~~allow ~~statements,~~us ~~and~~to ~~exemptions~~complete ~~from~~ the ~~requirements~~most ofdesirable ~~holding~~business acombination ~~non-binding advisory vote on executive~~or ~~compensation~~optimize ~~and shareholder approval of any golden parachute payments not previously approved. If some investors find~~ our ~~securities less~~capital ~~attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile~~structure.

InAt the time we enter into ~~addition~~an agreement for our initial business combination, ~~Section 107~~we ofwill not know how many shareholders may exercise their redemption rights, and therefore will need to structure the ~~JOBS~~transaction ~~Act~~based ~~also~~on ~~provides~~our expectations as to the number of shares that anwill ~~“emerging~~be ~~growth~~submitted ~~company”~~for ~~can~~redemption. ~~take~~If our ~~advantage~~initial business combination agreement requires us to use a portion of the ~~extended~~cash in the trust account to pay the purchase price, or ~~transition~~requires ~~period~~us ~~provided~~to inhave ~~Section 7(~~a~~)(2)(B)~~ minimum amount of cash at closing, we will need to reserve a portion of the ~~Securities~~cash ~~Act~~in ~~for~~the ~~complying~~trust ~~with~~account ~~new~~to meet such requirements, or ~~revised~~arrange ~~accounting~~for ~~standards~~third party financing. In ~~other~~ ~~words~~addition, anif ~~“emerging~~a ~~growth~~larger ~~company”~~number ~~can~~of ~~delay~~shares are submitted for redemption than we initially expected, we may need to restructure the ~~adoption~~transaction to reserve a greater portion of ~~certain~~the ~~accounting~~cash ~~standards~~in ~~until~~the ~~those~~trust ~~standards~~account ~~would~~or arrange for third ~~otherwise~~party ~~apply~~financing. toRaising ~~private~~additional ~~companies~~third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. WeFurthermore, ~~intend~~this dilution would increase to ~~take~~the ~~advantage~~extent that the anti-dilution provision of the ~~benefits~~Class B ordinary shares results in the issuance of ~~this~~Class A ~~extended~~ordinary ~~transition~~shares ~~period~~on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by deferred underwriting commissions, which have been waived. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

~~We will~~The ~~remain~~ability ~~an emerging growth company until the earlier~~ of ~~(1) the~~our ~~last~~Public ~~day~~Shareholders ofto ~~the fiscal year (a) following the fifth anniversary~~exercise ofredemption ~~the~~rights ~~completion~~with ofrespect ~~this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed~~ to be a large ~~accelerated~~number ~~filer, which means the market value~~ of our ~~Class A ordinary~~ shares ~~that~~could ~~are~~increase ~~held~~the ~~by non-affiliates~~probability ~~equal~~that orour ~~exceeds~~initial ~~$700 million~~business ascombination ofwould be ~~the~~unsuccessful ~~prior June 30,~~ and ~~(2) the~~that ~~date~~you onwould ~~which we~~ have ~~issued~~to ~~more~~wait ~~than $1.0 billion~~for liquidation in ~~non-convertible~~order ~~debt~~to ~~during~~redeem ~~the~~your ~~prior three-year period~~shares.

24If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our 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 shares in the open market.

~~Item 1A.~~The requirement that we complete our initial ~~Risk~~business ~~Factors~~combination within the time period prescribed in our Articles may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Our~~ Any potential target business, with ~~financial~~which ~~condition,~~we ~~financial~~enter ~~results,~~into ~~and~~negotiations ~~future~~concerning ~~growth~~a ~~prospects~~business ~~are~~combination ~~subject~~will tobe aaware ~~number~~that ofwe ~~risks~~must ~~and~~complete ~~uncertainties,~~our ~~including~~initial business combination ~~those~~within ~~set~~the ~~forth~~time ~~below~~period prescribed in our Articles. ~~The~~Consequently, ~~occurrence~~such oftarget ~~any~~business ofmay ~~the~~obtain ~~following~~leverage ~~risks~~over ~~could~~us ~~have~~in anegotiating ~~material~~an ~~adverse~~initial business ~~effect~~combination, onknowing that if we do not complete our initial business, ~~financial~~combination ~~condition~~with that particular target business, we may ~~financial~~be ~~results,~~unable ~~and~~to ~~future~~complete ~~growth~~our ~~prospects.~~initial ~~Additional~~business ~~risks~~combination ~~and~~with ~~uncertainties~~any ~~that~~target ~~are~~business. ~~not~~This ~~currently~~risk ~~known~~will increase as we get closer to usthe ortimeframe described ~~that~~above. In addition, we domay ~~not currently~~have ~~believe~~limited time to beconduct ~~material~~due ~~may~~diligence ~~also~~and ~~negatively~~may ~~affect~~enter into our initial business, ~~financial~~combination ~~condition,~~on terms ~~financial~~that ~~results,~~we ~~and~~would ~~future~~have ~~growth~~rejected ~~prospects~~upon a more comprehensive investigation.

~~Summary Risk Factors~~ 25

~~The~~We may not be able to complete our initial ~~following~~business iscombination awithin ~~summary~~the oftime period prescribed in our Articles, in which case we would cease all operations except for the ~~more~~purpose of ~~significant~~winding ~~risks~~up ~~relating~~and towe would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.70 per share (based on the ~~Company~~Trust Account balance as of October 31, 2025), or less than such amount in certain circumstances, and our warrants will expire worthless.

~~Risks Related~~We may not be able to find a suitable target business and complete our initial business combination by March 11, 2026. Our ~~Business~~ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. Additionally, terrorist attacks, natural disasters or a significant outbreak of infectious diseases may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such case, our Public Shareholders may receive only $11.70 per share (based on the Trust Account balance as of October 31, 2025), or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.70 per share (based on the Trust Account balance as of October 31, 2025)” and other risk factors herein.

●If Wea ~~are~~shareholder afails ~~blank~~to ~~check~~receive ~~company~~notice ~~with~~of our nooffer ~~operating~~to ~~history~~redeem ~~and~~our noPublic ~~revenues,~~Shares ~~and~~in ~~you~~connection ~~have~~with noour ~~basis~~initial onbusiness ~~which~~combination, or fails to ~~evaluate~~comply ~~our~~with ~~ability~~the toprocedures ~~achieve~~for submitting ~~our~~or ~~business~~tendering ~~objective~~its shares, such shares may not be redeemed.

●We ~~Our~~will ~~Public~~comply ~~Shareholders~~with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not bebecome ~~afforded~~aware anof the opportunity to ~~vote~~redeem onits shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our ~~proposed~~Public Shares in connection with our initial business combination, ~~and~~will ~~even~~describe ifthe various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we ~~hold~~intend ato ~~vote~~require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders ofor hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our ~~Founder~~transfer ~~Shares~~agent, ~~will~~or ~~participate~~to deliver their shares to our transfer agent electronically prior to the date set forth in ~~such~~the ~~vote~~proxy materials or tender offer documents, ~~which~~as ~~means~~applicable. weIn the case of proxy materials, this date may ~~complete~~be ~~our~~up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In ~~even~~addition, ~~though~~if we conduct redemptions in connection with a ~~majority~~shareholder vote, we intend to require a Public Shareholder seeking redemption of ~~our~~its Public ~~Shareholders~~Shares doto ~~not~~also ~~support~~submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a ~~combination~~shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

~~● Your only opportunity to affect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.~~26

●You Ifwill wenot ~~seek~~have ~~shareholder~~any ~~approval~~rights ofor ~~our~~interests ~~initial~~in funds ~~business~~from ~~combination,~~the ~~our~~trust ~~Initial~~account, ~~Shareholders~~except ~~and~~under ~~management~~certain ~~team~~limited ~~have~~circumstances. ~~agreed~~Therefore, to ~~vote~~liquidate inyour ~~favor~~investment, ofyou ~~such~~may ~~initial~~be ~~business~~forced ~~combination,~~to sell ~~regardless~~your ofPublic ~~how~~Shares ~~our~~or ~~Public~~warrants, ~~Shareholders~~potentially ~~vote~~at a loss.

●Our WePublic ~~may~~Shareholders ~~not~~ will be ~~able~~entitled to ~~complete~~receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, ~~within~~and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the ~~time~~limitations ~~period~~and ~~prescribed~~on inthe ~~our~~conditions ~~Articles~~described herein, (ii) the redemption of any Public Shares properly submitted in ~~which~~connection with ~~case~~a weshareholder ~~would~~vote ~~cease~~to ~~all~~amend ~~operations~~our ~~except~~fifth ~~for~~amended and restated memorandum and articles of association (A) to modify the ~~purpose~~substance or timing of ~~winding~~our upobligation ~~and~~to weallow ~~would~~redemption in connection with our initial business combination or to redeem 100% of our Public Shares if ~~and~~we ~~liquidate,~~do innot ~~which~~complete ~~case~~ our ~~Public~~initial ~~Shareholders~~business ~~may~~combination ~~receive~~by ~~only~~March $11~~.61~~, ~~per~~2026 ~~share~~or (~~based~~B) with onrespect ~~the~~to ~~Trust~~any ~~Account~~other ~~balance~~material asprovisions ofrelating to ~~August~~shareholders’ 28rights or pre-initial business combination activity, ~~2025~~and (iii) the redemption of our Public Shares if we have not completed an initial business combination by March 11, 2026, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or ~~less~~interest ~~than~~of ~~such~~any ~~amount~~kind in ~~certain~~the ~~circumstances,~~trust ~~and~~account. ~~our~~Holders of warrants will ~~expire~~not ~~worthless~~have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.

●Risks ~~Our~~Related ~~search~~to ~~for~~Our anSecurities initial business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from the conflict in Ukraine or any other geopolitical tensions.

●The ~~You~~Company’s ~~will not~~ securities have ~~any~~been ~~rights~~delisted ~~or interests in funds~~ from the ~~trust~~New ~~account,~~York ~~except~~Stock ~~under certain limited circumstances~~Exchange. ~~Therefore, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.~~

●On WeFebruary ~~cannot~~12, ~~assure~~2024, ~~you~~the New York Stock Exchange (“NYSE”) issued a press release stating that ~~our~~it ~~diligence~~had ~~review~~determined ~~has~~that ~~identified~~the ~~all~~Company ~~material~~was ~~risks~~not ~~associated~~in compliance with Section 802.01B and 102.06e of the ~~announced~~NYSE ~~Business~~Listed ~~Combination~~Company ~~Agreement,~~Manual ~~and~~(the ~~you~~“LCM”) ~~may~~because bethe ~~less~~Company ~~protected~~failed asto anconsummate ~~investor~~a business ~~from~~combination ~~any~~within ~~material~~the ~~issues~~shorter ~~with~~of ~~respect~~(i) the time period specified by its constitutive documents or by contract or (ii) three years. As such, the NYSE had determined to commence proceedings to delist from the ~~acquired~~NYSE ~~business~~the Company’s Class A ordinary shares and units.

●Trading Ifof the ~~announced~~Company’s ~~Business~~securities ~~Combination~~was ~~Agreement~~suspended iseffective ~~consummated~~as ~~you will experience dilution due to the issuance~~ of ~~new~~approximately ~~shares~~9:30 ofa.m. ~~common~~Eastern ~~stock~~Time ~~and~~on ~~securities~~February ~~convertible~~12, ~~into~~2024 ~~common stock to~~ and the ~~existing~~NYSE ~~stockholders~~filed ofa ~~the~~Form ~~acquired~~25 ~~business~~on asFebruary ~~consideration~~27, 2024.

~~Risks Related to Our Securities~~ 27

●Since ~~NYSE has delisted~~ our securities ~~from trading on its exchange~~were delisted, ~~which~~we ~~limits~~could ~~investors’~~face ~~ability~~significant tomaterial ~~make~~adverse ~~transactions~~consequences, ~~in our securities and subjects us to additional trading restrictions.~~including:

● ~~You~~a ~~will~~limited ~~not~~availability ~~be entitled to protections normally afforded to investors~~ of ~~many~~market ~~other~~quotations ~~blank~~for ~~check~~our ~~companies.~~securities;

25● reduced liquidity for our securities;

● Ifa ~~the~~determination ~~net~~that ~~proceeds~~our ofClass ~~the~~A ~~Initial~~ordinary ~~Public~~shares ~~Offering~~are ~~and~~a ~~the~~“penny ~~sale~~stock” ofas ~~the~~defined ~~Private Placement Warrants not being held~~ in ~~the~~applicable ~~trust~~SEC ~~account~~rules ~~are~~which ~~insufficient,~~will itrequire ~~could~~brokers ~~limit~~trading ~~the~~in ~~amount available to fund~~ our ~~search~~Class ~~for~~A aordinary ~~target~~shares ~~business~~to oradhere ~~businesses~~to ~~and~~more ~~complete~~stringent ~~our~~rules ~~initial business combination,~~ and wepossibly ~~will~~result ~~depend~~in ona ~~loans~~reduced ~~from~~level ~~our~~of ~~sponsors~~trading oractivity ~~management~~in ~~team~~the tosecondary ~~fund~~trading ~~our~~market ~~search~~for ~~and to complete~~ our ~~initial business combination.~~securities;

~~Risks Related~~● toa ~~Our~~limited ~~Trust~~amount ~~Account~~of news and analyst coverage; and

● Ifa ~~third~~decreased ~~parties~~ability ~~bring~~to ~~claims~~issue ~~against~~additional ~~us,~~securities ~~the~~or ~~funds~~obtain ~~held~~additional financing in the ~~trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10~~future.~~00 per share.~~

●The ~~Our~~National ~~directors~~Securities ~~may~~Markets Improvement ~~decide~~Act ~~not~~of to1996, ~~enforce~~which is a federal statute, prevents or preempts the ~~indemnification~~states ~~obligations~~from ofregulating ~~Crown~~the ~~PropTech~~sale ~~Sponsor~~of certain securities, ~~resulting~~which are inreferred ato ~~reduction~~as in“covered securities.” Since we are no longer listed on the ~~amount~~NYSE, ofour ~~funds~~securities inwould not qualify as covered securities under the ~~trust~~statute ~~account~~and ~~available~~we ~~for~~would ~~distribution~~be subject to ~~our~~regulation ~~Public~~in ~~Shareholders~~each state in which we offer our securities.

●You Wewill ~~may~~ not ~~have~~be ~~sufficient~~entitled ~~funds~~ to ~~satisfy~~protections ~~indemnification~~normally afforded ~~claims~~to investors of ~~our~~many ~~directors~~other ~~and~~blank ~~officers~~check companies.

~~Risks~~Since the net proceeds of ~~Related~~the Initial Public Offering and the sale of the Private Placement Warrants are intended to ~~Our~~be ~~Operations~~used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we are subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

● If we ~~are~~seek ~~deemed~~shareholder toapproval beof anour ~~investment~~initial business ~~company~~combination ~~under~~and we do not conduct redemptions pursuant to the ~~Investment~~tender ~~Company~~offer ~~Act~~rules, weand ~~may~~if beyou ~~required~~or a “group” of shareholders are deemed to ~~institute~~hold ~~burdensome~~in ~~compliance~~excess ~~requirements~~of ~~and~~15% of our ~~activities~~Class A ~~may~~ordinary ~~be restricted~~shares, ~~which~~you ~~may~~will ~~make~~lose itthe ~~difficult~~ability ~~for~~to usredeem toall ~~complete~~such shares in excess of 15% of our ~~initial~~Class A ~~business~~ordinary ~~combination~~shares.

●If ~~Changes~~we seek shareholder approval of our initial business combination and we do not conduct redemptions in ~~laws~~connection orwith ~~regulations,~~our orinitial abusiness ~~failure~~combination pursuant to the ~~comply~~tender offer rules, our fifth amended and restated memorandum and articles of association provide that a Public Shareholder, together with any ~~laws~~affiliate ~~and~~of ~~regulations~~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), ~~may~~will ~~adversely~~be ~~affect~~restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without our ~~business~~prior consent, which we refer to as the “Excess Shares.” 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 ~~negotiate~~complete our initial 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 our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, ~~results~~in order to dispose of ~~operations~~such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~Risks Related to Our Corporate Structure~~ 28

●Because Weof our limited resources and the significant competition for business combination opportunities, it may ~~not~~be ~~hold~~more andifficult ~~annual~~for ~~general~~us ~~meeting~~to ~~until~~complete ~~after~~our ~~the~~initial ~~consummation~~business ofcombination. If we are unable to complete our initial business combination, ~~which~~our ~~could~~Public ~~delay~~Shareholders may receive only their pro rata portion of the ~~opportunity~~funds in the trust account that are available for distribution to Public Shareholders, and our ~~shareholders~~warrants towill ~~appoint~~expire ~~directors~~worthless.

●We ~~Holders~~expect ofto ~~Class~~encounter Acompetition from ~~ordinary~~other ~~shares~~entities ~~will~~having ~~not~~a business objective similar to ours, including private investors (which may be ~~permitted~~individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to ~~exercise~~acquire. Many ~~their~~of ~~warrants~~these ~~unless~~individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we ~~register~~do and ~~qualify~~our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the ~~underlying~~net ~~Class~~proceeds Aof ~~ordinary~~the Initial Public Offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or ~~certain~~via ~~exemptions~~a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~Risks~~Affiliates of Crown Acquisitions Inc. ~~Related~~have tosimilar ~~Our~~or ~~Search~~overlapping ~~for~~investment aobjectives ~~Business~~and ~~Combination~~guidelines, and we may not be presented investment opportunities that may otherwise be suitable for us.

●Affiliates Weof ~~may~~Crown ~~seek~~Acquisitions Inc. currently ~~business~~invest ~~combination~~and ~~opportunities~~plan to continue to invest in, ~~industries~~incubate, orand grow successful businesses in sectors across real estate. There may be overlap of investment opportunities with affiliates of Crown Acquisitions Inc. that are actively investing and similar overlap with future Crown Acquisitions Inc. affiliates. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be ~~outside~~suitable offor us may not be presented to us by our ~~management’s~~sponsors. ~~areas~~This ofoverlap ~~expertise~~could also create conflicts in determining to which entity a particular investment opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us.

●Certain Wemembers ~~may~~of our management team may be involved in and have a ~~passive~~greater ~~foreign~~financial ~~investment~~interest ~~company,~~in orthe ~~“PFIC~~performance of other Crown Acquisitions Inc. entities,” ~~which~~and ~~could~~such ~~result~~activities may increate ~~adverse~~conflicts ~~United~~of ~~States~~interest ~~federal~~in ~~income~~making ~~tax~~decisions ~~consequences~~on toour Ubehalf.S. ~~investors.~~

●Certain ~~Since~~members of our ~~sponsors,~~management team ~~Anchor~~may ~~Investor,~~be ~~officers~~subject ~~and~~to ~~directors~~a ~~will~~variety ~~lose~~of conflicts of interest relating to their ~~entire~~responsibilities ~~investment~~to Crown Acquisitions Inc. and its other affiliates. Such individuals may serve as members of management or a board of directors (or in ussimilar ifsuch ~~our~~capacity) ~~initial~~to ~~business~~various ~~combination~~other Crown isAcquisitions Inc. ~~not~~entities. ~~completed,~~Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of ~~interest~~our principals and employees may ~~arise~~have a greater financial interest in ~~determining~~the ~~whether~~performance of asuch ~~particular~~other ~~business~~Crown ~~combination~~Acquisitions Inc. ~~target~~entities isthan ~~appropriate~~our ~~for~~performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our ~~initial~~behalf ~~business~~and ~~combination~~on behalf of such other entities.

● The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.29

26We may re-engage one or more of the underwriters of our Initial Public Offering or their affiliates to provide additional services to us, including to act as financial advisor in connection with an initial business combination and/or as placement agent in connection with a related financing transaction. The underwriters of our Initial Public Offering have elected to waive their right to receive deferred commissions and have disclaimed any responsibility for any future registration statement filed in connection with an initial business combination. These events may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the consummation of an initial business combination.

~~Risks~~We may re-engage one or more ~~Related~~of the underwriters of our Initial Public Offering or their affiliates to ~~Our~~provide ~~Organizational~~additional ~~Documents~~services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We will pay the underwriters or their affiliates fair and ~~Structure~~reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. In December 2022, the underwriters of our Initial Public Offering elected to waive their right to receive deferred commissions and have disclaimed any responsibility for any future registration statement filed in connection with an initial business combination. The fact that the underwriters or their affiliates’ financial interests have been waived and responsibility disclaimed may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the consummation of an initial business combination.

●If Inthe ~~order~~net toproceeds ~~effectuate~~of anthe ~~initial~~Initial ~~business~~Public ~~combination,~~Offering and ~~special~~the ~~purpose~~sale ~~acquisition~~of ~~companies have, in~~ the ~~recent~~Private ~~past,~~Placement ~~amended~~Warrants ~~various~~not ~~provisions~~being ofheld ~~their~~in ~~charters~~the ~~and~~trust ~~other~~account ~~governing~~are ~~instruments~~insufficient, ~~including~~it ~~their~~could ~~warrant~~limit ~~agreements.~~the Weamount ~~cannot~~available to ~~assure~~fund ~~you~~our ~~that~~search wefor ~~will~~a ~~not~~target ~~seek~~business toor ~~amend~~businesses ~~our~~and ~~fifth~~complete ~~amended~~our ~~and~~initial ~~restated~~business ~~memorandum~~combination, and ~~articles~~we ofwill ~~association~~depend oron ~~governing~~loans ~~instruments~~from our insponsors aor ~~manner~~management ~~that~~team ~~will~~to ~~make~~fund itour ~~easier~~search ~~for~~and us to complete our initial business combination ~~that our shareholders may not support~~.

~~Risks~~We believe that the funds ~~Related~~available to ~~Our~~us ~~Warrants~~outside of the trust account will be sufficient to allow us to operate for at least until March 11, 2026; however, we cannot assure you that our estimate is accurate. If we are required to seek additional capital, we would need to borrow funds from our sponsors, management team or other third parties to operate or may be forced to liquidate. Neither our sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our Public Shareholders may only receive an estimated $11.70 per share (based on the Trust Account balance as of October 31, 2025), or possibly less, on our redemption of our Public Shares, and our warrants will expire worthless.

● Our 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 with our company.30

~~General~~Subsequent to our completion of our initial ~~Risks~~business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.

●Even Weif ~~are~~we anconduct ~~emerging~~due ~~growth~~diligence on ~~company~~a ~~and~~target abusiness ~~smaller~~with ~~reporting~~which ~~company~~we combine, we cannot assure you that this diligence will identify all material issues that may be present within ~~the~~a ~~meaning~~particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the ~~Securities~~target ~~Act,~~business and ifoutside weof ~~take~~our ~~advantage~~control ofwill ~~certain~~not ~~exemptions~~later ~~from~~arise. ~~disclosure~~As ~~requirements~~a ~~available~~result of these factors, we may be forced to ~~emerging~~later ~~growth~~write-down ~~companies~~or write-off assets, restructure our operations, or ~~smaller~~incur impairment or other charges that could result in our reporting ~~companies~~losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could ~~make~~contribute to negative market perceptions about us or our securities. ~~less~~In ~~attractive~~addition, charges of this nature may cause us to ~~investors~~violate ~~and~~net worth or other covenants to which we may ~~make~~be subject itas ~~more~~a ~~difficult~~result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to ~~compare~~partially finance the initial business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders 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 our ~~performance~~officers ~~with~~or directors of a duty of care or other ~~public~~fiduciary ~~companies~~duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

●Risks ~~Recent~~Related ~~increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us~~ to ~~consummate~~Our anTrust ~~initial~~Account ~~business combination.~~

●The Weunderwriters ~~have~~were ~~identified~~to abe ~~material~~compensated ~~weakness~~ in connection ~~our~~with ~~internal~~the ~~control~~completion ~~over~~of ~~financial~~an ~~reporting.~~initial ~~This~~business ~~material~~combination ~~weakness~~but ~~could~~have ~~continue~~instead towaived ~~adversely~~such ~~affect~~compensation ~~our~~and ~~ability~~disclaimed toany ~~report~~responsibility for ~~our~~any ~~results~~future ofregistration ~~operations~~statement ~~and~~filed ~~financial~~in ~~condition~~connection ~~accurately~~with ~~and~~an ininitial abusiness ~~timely manner~~combination.

~~Risks~~RBC Capital Markets, LLC ~~Associated~~(“RBC”), representative of the underwriters to our Initial Public Offering, delivered a waiver letter to Crown on December 14, 2022 waiving any entitlement to the payment of any deferred underwriting commissions (in an aggregate amount of $9,660,000) in connection with ~~Acquiring~~its role as underwriter in the Initial Public Offering. RBC informed us that they are not responsible for any portion of any future registration statement filed in connection with our initial business combination. Such deferred underwriting commissions were agreed between Crown and ~~Operating~~the aunderwriters ~~Business~~in the underwriting agreement executed in ~~Foreign~~connection ~~Countries~~with our Initial Public Offering and was to be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination.

●As Ifa weresult ~~effect~~of ~~our~~the Underwriter Waiver, the transactions fees that would have been payable by Crown at the completion of the initial business combination were reduced by approximately $9.66 million. The underwriting services being provided by the underwriters in connection with athe ~~company~~Initial ~~located~~Public Offering, ~~outside~~prior ofto the ~~United~~Underwriter ~~States~~Waiver, wewere ~~would~~substantially becomplete, ~~subject~~with any fees payable to athe ~~variety~~underwriters offor ~~additional~~such ~~risks~~services ~~that~~contingent upon ~~may~~the ~~adversely~~completion ~~affect~~of usthe initial business combination.

~~Risks~~We believe that the Underwriter ~~Related~~Waiver of fees for services that have already been substantially rendered or that were contingent upon the occurrence of an event that applicable persons expect will occur, is unusual. While RBC did not provide any additional detail in their Underwriter Waiver letter, shareholders should be aware that such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future registration statement filed in connection with an initial business combination. None of the underwriters discussed the reasons for their forfeiture of fees with management, and Crown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters having already completed a substantial portion of their services. Crown will not speculate about the reasons why the underwriters forfeited fees after performing substantially all the work to ~~Our~~earn ~~Business~~such fees. Accordingly, shareholders should not place any reliance on the fact that the underwriters were previously engaged by Crown to serve as an underwriter in Crown’s Initial Public Offering and should not assume that the underwriters are involved in any future transaction.

~~We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~ 31

~~We are~~If athird ~~blank~~parties ~~check~~bring ~~company~~claims ~~incorporated~~against ~~under~~us, the funds ~~laws~~held ofin the ~~Cayman~~trust ~~Islands~~account ~~with~~could ~~operations~~be ~~limited~~reduced ~~to pursuing~~ and ~~reviewing potential opportunities for~~ the ~~initial~~per-share ~~business~~redemption ~~combination~~amount ~~since~~received ~~the~~by ~~Initial~~shareholders ~~Public~~may ~~Offering.~~be ~~Because~~less wethan ~~lack an operating history, you have~~$11.70 noper ~~basis~~share ~~upon~~(based ~~which~~on tothe ~~evaluate~~Trust ~~our~~Account ~~ability~~balance toas ~~achieve our business objective~~ of ~~completing~~October ~~our initial business combination. If we fail to complete our initial business combination~~31, ~~we will never generate any operating revenues~~2025).

Our placing of funds in the ~~Public~~trust ~~Shareholders~~account may not beprotect ~~afforded~~those anfunds ~~opportunity~~from tothird ~~vote~~party onclaims ~~our~~against ~~proposed~~us. ~~initial~~Although ~~business~~we ~~combination~~will seek to have all vendors, service providers, prospective target businesses and ~~even~~other ifentities with which we ~~hold~~do abusiness ~~vote~~execute agreements with us waiving any right, title, interest ~~holders~~or claim of ~~our~~any ~~Founder~~kind ~~Shares~~in ~~will~~or ~~participate~~to any monies held in the trust account for the benefit of our Public Shareholders, such ~~vote~~parties may not execute such agreements, ~~which~~or ~~means~~even weif they execute such agreements they may ~~complete~~not ~~our~~be ~~initial~~prevented ~~business~~from ~~combination~~bringing ~~even~~claims ~~though~~against the trust account, including, abut ~~majority~~not limited to, fraudulent inducement, breach of ~~our~~fiduciary ~~Public~~responsibility ~~Shareholders~~or doother ~~not~~similar ~~support~~claims, ~~such~~as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a ~~combination~~claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

WeExamples of possible instances where we may ~~choose~~engage ~~not~~a third party that refuses to ~~hold~~execute a ~~shareholder~~waiver ~~vote~~include the engagement of a third-party consultant whose particular expertise or skills are believed by management to ~~approve~~be ~~our~~significantly ~~initial~~superior ~~business~~to ~~combination~~those ~~unless~~of ~~the~~other ~~business~~consultants ~~combination~~that would ~~require~~agree ~~shareholder~~to execute ~~approval~~a ~~under~~waiver ~~applicable~~or ~~law~~in orcases ~~stock~~where ~~exchange~~management ~~listing~~is ~~requirements~~unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such ~~case,~~entities will agree to waive any claims they may have in the ~~decision~~future as toa ~~whether~~result weof, or arising out of, any negotiations, contracts or agreements with us and will not seek ~~shareholder~~recourse against the trust account for any reason. Upon redemption of our Public Shares, if we ~~approval~~have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a ~~proposed~~redemption right in connection with our initial business combination, orwe will ~~allow~~be ~~shareholders~~required to ~~sell~~provide ~~their~~for ~~shares~~payment toof usclaims inof acreditors ~~tender~~that ~~offer~~were ~~will~~not waived that may be ~~made~~brought byagainst us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders ~~solely~~could be less than the $11.70 per Public Share initially held in ~~our~~the ~~discretion~~trust account (based on the Trust Account balance as of October 31, 2025), ~~and~~due to claims of such creditors. Crown PropTech Sponsor has agreed that it will be ~~based~~liable onto us if and to the extent any claims by a ~~variety~~third party (other than CBIZ CPAs P.C., our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of ~~factors~~intent, ~~such~~confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the ~~timing~~date of the ~~transaction~~liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and ~~whether~~all rights to the ~~terms~~monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters ~~transaction~~of ~~would~~the ~~otherwise~~Initial ~~require~~Public usOffering against certain liabilities, including liabilities under the Securities Act. However, we have not asked Crown PropTech Sponsor to ~~seek~~reserve ~~shareholder~~for ~~approval~~such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. ~~Even~~Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. As a result, if any wesuch ~~seek~~claims ~~shareholder~~were ~~approval~~successfully made against the trust account, the ~~holders~~funds ofavailable for our ~~Founder~~initial business combination and redemptions ~~Shares~~could ~~will~~be ~~participate~~reduced into ~~the~~less ~~vote~~than on$10.00 ~~such~~per ~~approval~~Public Share. ~~Accordingly~~In such event, we may not be able to complete our initial business combination, and ~~even~~you ifwould ~~holders~~receive such lesser amount per share in connection with any redemption of a ~~majority~~your Public Shares. None of our ~~ordinary~~officers ~~shares~~or dodirectors will ~~not~~indemnify ~~approve~~us offor ~~the~~claims ~~business~~by ~~combination~~third weparties ~~complete~~including, without limitation, claims by vendors and prospective target businesses.

2732

~~Your only~~Our ~~opportunity~~directors tomay ~~effect~~decide ~~your~~not ~~investment~~to ~~decision~~enforce ~~regarding~~the indemnification aobligations ~~potential~~of ~~business~~Crown ~~combination~~PropTech ~~may~~Sponsor, beresulting ~~limited~~in toa reduction in the ~~exercise~~amount of ~~your right~~funds toin ~~redeem~~the ~~your~~trust ~~shares~~account ~~from~~available for usdistribution ~~for~~to ~~cash~~our Public Shareholders.

AtIn the event that the funds in the ~~time~~trust account are reduced below the lesser of ~~your~~(i) $10.00 ~~investment~~per inshare ~~us,~~and ~~you~~(ii) the ~~will~~actual ~~not~~amount beper ~~provided~~Public ~~with~~Share anheld ~~opportunity~~in the totrust ~~evaluate~~account as of the ~~specific~~date ~~merits~~of orthe ~~risks~~liquidation of ~~our~~the ~~initial business~~trust ~~combination~~account if less than $10.00 ~~Since~~per ~~our~~share ~~board~~due ofto ~~directors~~reductions ~~may~~in ~~complete~~the ~~such~~value of ~~business~~the ~~combination~~trust ~~without~~assets, ~~seeking~~in ~~shareholder~~each ~~approval~~case less taxes payable, and ~~then Public~~Crown ~~Shareholders~~PropTech ~~may~~Sponsor ~~not~~asserts ~~have~~that ~~the~~it ~~right~~is unable to satisfy his obligations or ~~opportunity~~that tohe ~~vote~~has onno ~~the~~indemnification ~~business~~obligations ~~combination~~related to a particular claim, ~~unless~~our weindependent ~~seek~~directors ~~such~~would ~~shareholder~~determine ~~vote~~whether to take legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent ~~Accordingly,~~directors ~~your~~would ~~only~~take ~~opportunity~~legal action on our behalf against Crown PropTech Sponsor to ~~effect~~enforce ~~your~~its ~~investment~~indemnification ~~decision~~obligations ~~regarding~~to us, it is possible that our ~~initial~~independent directors in exercising their business ~~combination~~judgment and subject to their fiduciary duties may bechoose ~~limited~~not to ~~exercising~~ ~~your~~do ~~redemption~~so ~~rights~~in ~~within~~any particular instance if, for example, the ~~period~~cost of ~~time~~such ~~(which~~legal ~~will~~action is deemed by the independent directors to be attoo ~~least~~high relative 20to ~~business days)~~the ~~set~~amount ~~forth~~recoverable inor ~~our~~if ~~tender~~the ~~offer~~independent ~~documents~~directors determine that a favorable outcome is not likely. If our independent ~~mailed~~directors choose not to ~~our~~enforce ~~Public~~these ~~Shareholders~~indemnification obligations, the amount of funds in ~~which~~the wetrust ~~describe~~account available for distribution to our ~~initial~~Public ~~business~~Shareholders ~~combination~~may be reduced below $10.00 per share.

~~If we~~We ~~seek~~may ~~shareholder~~not ~~approval of our initial business combination, our Initial Shareholders and management team~~ have ~~agreed~~sufficient funds to ~~vote in~~satisfy ~~favor~~indemnification ofclaims ~~such initial business combination, regardless~~ of ~~how~~ our ~~Public~~directors ~~Shareholders~~and ~~vote~~officers.

~~Our~~We have agreed to indemnify ~~Initial~~our ~~Shareholders~~officers ~~own~~and 93directors to the fullest extent permitted by law.3% ofHowever, our ~~issued~~officers and ~~outstanding~~directors ~~ordinary~~have ~~shares~~agreed ~~since~~to ~~the~~waive ~~completion~~any right, title, interest or claim of ~~Initial~~any ~~Public~~kind ~~Offering.~~in ~~Our~~or ~~Initial Shareholders~~to ~~and~~any ~~management~~monies ~~team~~in ~~also~~the ~~may~~trust ~~from~~account ~~time~~and to ~~time~~not ~~purchase~~seek ~~Class A~~recourse ~~ordinary~~against ~~shares~~the ~~prior~~trust toaccount ~~our~~for ~~initial~~any reason ~~business combination~~whatsoever. ~~Our~~ ~~fifth~~Accordingly, ~~amended~~any ~~and~~indemnification ~~restated~~provided ~~memorandum~~will ~~and~~be ~~articles~~able ofto ~~association~~be ~~provide~~satisfied ~~that,~~by us only if (i) we ~~seek~~have ~~shareholder~~sufficient ~~approval~~funds outside of the trust account or (ii) we consummate an initial business combination,. ~~such~~Our ~~initial~~obligation ~~business~~to ~~combination~~indemnify ~~will~~our beofficers ~~approved~~and directors ifmay wediscourage ~~receive~~shareholders anfrom ~~ordinary~~bringing ~~resolution~~a ~~under~~lawsuit ~~Cayman~~against ~~Islands~~our ~~law,~~officers ~~which requires~~or ~~the~~directors ~~affirmative~~for ~~vote~~breach of atheir ~~majority~~fiduciary ofduty. ~~the~~These provisions ~~shareholders~~also ~~who~~may ~~attend~~have ~~and~~the ~~vote~~effect atof areducing ~~general~~the ~~meeting~~likelihood of ~~the~~derivative ~~company~~litigation against our officers and directors, ~~including~~even ~~the~~though ~~Founder~~such ~~Shares.~~an Asaction, aif ~~result~~successful, might otherwise benefit us and our ~~Initial~~shareholders. ~~Shareholders~~Furthermore, a shareholder’s ~~Founder~~investment ~~Shares,~~may ~~would~~be ~~fulfill~~adversely affected to the ~~majority~~extent ~~vote~~we ~~needed~~pay tothe ~~have~~costs of settlement and damage awards against our ~~initial business~~officers ~~combination~~and ~~approved~~directors pursuant to these indemnification provisions.

The securities in which we invest the funds ~~ability~~held ofin ~~our~~the ~~Public~~trust ~~Shareholders~~account tocould ~~redeem~~bear ~~their~~a ~~shares~~negative ~~for~~rate ~~cash~~of ~~may~~interest, ~~make~~which ~~our~~could ~~financial~~reduce ~~condition~~the ~~unattractive~~value toof ~~potential~~the ~~business combination~~assets ~~targets,~~held ~~which~~in ~~may~~trust ~~make~~such itthat ~~difficult~~the per-share ~~for~~redemption usamount toreceived ~~enter~~by ~~into~~Public aShareholders ~~business~~may ~~combination~~be ~~with~~less athan ~~target~~$10.00 per share.

~~We may~~The ~~seek~~proceeds toheld ~~enter~~in ~~into~~the trust aaccount ~~business~~will ~~combination~~be ~~transaction~~invested ~~agreement~~only ~~with~~in aU.S. ~~minimum~~government ~~cash~~treasury ~~requirement~~obligations ~~for~~with ~~(i) cash~~a ~~consideration~~maturity ~~to be~~of ~~paid to the target or its owners, (ii)~~185 ~~cash~~days ~~for working capital~~ or ~~other~~less ~~general corporate purposes~~ or ~~(iii) the~~in ~~retention~~money market offunds ~~cash~~meeting tocertain ~~satisfy other~~ conditions. Ifunder ~~too~~Rule 2a-7 ~~many~~under ~~Public~~the ~~Shareholders~~Investment ~~exercise~~Company ~~their redemption rights~~Act, wewhich ~~would~~invest ~~not~~only bein ~~able~~direct toU.S. ~~meet~~government ~~such~~treasury ~~closing~~obligations. ~~condition~~While ~~and,~~short-term asU.S. agovernment ~~result,~~treasury ~~would~~obligations ~~not~~currently beyield ~~able~~a topositive ~~proceed~~rate ~~with~~of ~~the business combination. Furthermore~~interest, inthey nohave ~~event~~briefly ~~will we redeem~~yielded ~~our~~negative ~~Public~~interest ~~Shares~~rates in anrecent years. ~~amount~~Central ~~that~~banks ~~would~~in ~~cause~~Europe ~~our~~and ~~net~~Japan ~~tangible~~pursued ~~assets~~interest torates bebelow ~~less~~zero ~~than~~in $5recent years,~~000,001~~ and ~~upon~~the ~~completion~~Open ofMarket ~~our~~Committee ~~initial~~of ~~business combination,~~the orFederal ~~any~~Reserve ~~greater~~has ~~net~~not ~~tangible~~ruled ~~asset~~out orthe ~~cash~~possibility ~~requirement~~ that it may ~~be contained~~ in the ~~agreement~~future ~~relating~~adopt tosimilar ~~our initial business~~policies ~~combination.~~in ~~Consequently,~~the ifUnited ~~accepting~~States. ~~all~~In ~~properly~~the ~~submitted~~event ~~redemption~~that ~~requests~~we ~~would~~do ~~cause~~not ~~our net tangible assets,~~ to becomplete ~~less than $5,000,001 upon completion of~~ our initial business combination or ~~less~~make ~~than~~certain ~~such~~amendments ~~greater amount necessary~~ to ~~satisfy~~our ~~a closing condition~~fifth asamended ~~described~~and ~~above,~~restated wememorandum ~~would~~and ~~not~~articles ~~proceed with such redemption~~ of association, our Public ~~Shares~~Shareholders ~~and~~are ~~the~~entitled ~~related~~to ~~business~~receive ~~combination,~~their ~~and~~pro-rata weshare ~~may~~of ~~instead~~the ~~search~~proceeds ~~for~~held anin ~~alternate~~the ~~business~~trust ~~combination.~~account, ~~Prospective~~plus ~~targets~~any ~~will~~interest beincome ~~aware~~earned ofthereon ~~these~~(less ~~risks~~taxes payable and, ~~thus,~~up ~~may~~to be$100,000 ~~reluctant~~of tointerest ~~enter into~~income ato ~~business~~pay ~~combination~~dissolution ~~transaction with us~~expenses). IfNegative weinterest ~~are~~rates ~~able~~could toreduce ~~consummate an initial business combination,~~ the ~~per-share~~ value of ~~shares held~~the byassets ~~non-redeeming~~held ~~shareholders~~in ~~will~~trust ~~not~~such ~~reflect~~that anthe ~~obligation~~per-share toredemption amount ~~pay~~received ~~deferred~~by ~~underwriting~~Public ~~commissions,~~Shareholders ~~which~~may ~~have~~be ~~been~~less ~~waived~~than ~~by the~~$10.00 ~~underwriters~~per share.

2833

~~The~~If, after we distribute the funds in the trust ~~ability~~account ofto our Public Shareholders, towe ~~exercise~~file ~~redemption~~a ~~rights~~bankruptcy ~~with~~or ~~respect~~winding-up topetition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a ~~large~~bankruptcy ~~number~~or insolvency court may seek to recover such proceeds, and the members of our ~~shares~~board of directors may ~~not~~be ~~allow~~viewed usas having breached their fiduciary duties to ~~complete the~~our ~~most~~creditors, ~~desirable~~thereby ~~business~~exposing ~~combination~~the ormembers ~~optimize~~of our ~~capital~~board ~~structure~~of directors and us to claims of punitive damages.

~~At the~~If, ~~time~~after we ~~enter~~distribute ~~into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption~~the ~~rights,~~funds ~~and~~in ~~therefore~~the ~~will~~trust ~~need~~account to ~~structure~~our ~~the~~Public ~~transaction~~Shareholders, ~~based~~we onfile ~~our~~a ~~expectations~~bankruptcy asor towinding-up ~~the~~petition ~~number~~or ofan ~~shares~~involuntary ~~that~~bankruptcy ~~will~~or ~~be submitted~~winding-up ~~for~~petition ~~redemption.~~is Iffiled ~~our~~against ~~initial business combination agreement requires~~ us tothat ~~use~~is anot ~~portion~~dismissed, ofany ~~the~~distributions ~~cash~~received inby ~~the~~shareholders ~~trust~~could ~~account~~be toviewed ~~pay~~under ~~the~~applicable debtor/creditor ~~purchase~~and/or ~~price,~~bankruptcy or ~~requires~~insolvency uslaws toas ~~have~~either a ~~minimum~~“preferential ~~amount~~transfer” ofor ~~cash~~a at“fraudulent ~~closing,~~conveyance.” weAs ~~will~~a ~~need to reserve~~ result, a ~~portion~~bankruptcy ofor ~~the~~insolvency ~~cash~~court incould ~~the~~seek ~~trust account~~ to ~~meet~~recover ~~such~~some ~~requirements,~~ or ~~arrange~~all ~~for~~amounts ~~third~~received ~~party~~by ~~financing~~our shareholders. In addition, ifour aboard ~~larger number~~ of ~~shares are submitted for~~directors ~~redemption~~may ~~than~~be weviewed ~~initially~~as ~~expected,~~having webreached ~~may~~its ~~need~~fiduciary toduty ~~restructure the transaction~~ to ~~reserve~~our acreditors ~~greater~~and/or ~~portion~~having ofacted ~~the cash~~ in ~~the~~bad trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermorefaith, ~~this~~thereby ~~dilution~~exposing ~~would~~itself ~~increase~~and ~~to the extent that the anti-dilution provision~~us ~~of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-~~to~~-one~~ ~~basis~~claims ~~upon conversion~~ of ~~the~~punitive ~~Class B~~damages, ~~ordinary shares at the time of our initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced~~ by ~~deferred~~paying ~~underwriting~~Public ~~commissions,~~Shareholders ~~which~~from ~~have~~the ~~been~~trust ~~waived.~~account ~~The~~prior ~~above considerations may limit our ability~~ to ~~complete~~addressing the ~~most~~claims ~~desirable~~of ~~business combination available to us or optimize our capital structure~~creditors.

~~The~~If, before distributing the funds in the trust ~~ability~~account ofto our Public Shareholders, towe ~~exercise~~file ~~redemption~~a ~~rights~~bankruptcy ~~with~~or ~~respect~~winding-up topetition aor ~~large~~an ~~number~~involuntary ofbankruptcy ~~our~~or ~~shares~~winding-up ~~could~~petition ~~increase~~is filed ~~the~~against ~~probability~~ us that ~~our~~is ~~initial~~not ~~business~~dismissed, ~~combination~~the ~~would~~claims beof ~~unsuccessful~~creditors in such proceeding may have priority over the claims of our shareholders and ~~that~~the ~~you~~per-share amount that would ~~have~~otherwise tobe ~~wait~~received ~~for~~by ~~liquidation~~our shareholders in ~~order~~connection towith ~~redeem~~our ~~your~~liquidation ~~shares~~may be reduced.

If ~~our~~, ~~initial~~before ~~business~~distributing ~~combination agreement requires us to use a portion of~~ the funds ~~cash~~ in the trust account to ~~pay~~our ~~the~~Public ~~purchase price~~Shareholders, ~~or requires~~we usfile ~~to have~~ a ~~minimum~~bankruptcy ~~amount~~or ofwinding-up ~~cash~~petition ator ~~closing,~~an ~~the~~involuntary ~~probability~~bankruptcy ~~that~~or ~~our initial business combination would be unsuccessful~~winding-up petition is ~~increased.~~filed Ifagainst ~~our~~us ~~initial~~that ~~business combination~~ is ~~unsuccessful, you would~~ not ~~receive~~dismissed, ~~your~~the ~~pro~~funds ~~rata~~held ~~portion~~in of the trust account ~~until we~~could ~~liquidate~~be ~~the~~subject ~~trust~~to ~~account.~~applicable Ifbankruptcy ~~you~~or ~~are~~insolvency law, inand ~~need~~may ofbe ~~immediate~~included ~~liquidity,~~in ~~you~~our ~~could~~bankruptcy ~~attempt~~estate toand ~~sell~~subject ~~your~~to ~~shares in~~ the ~~open~~claims ~~market; however,~~of atthird ~~such~~parties ~~time~~with ~~our~~priority ~~shares~~over ~~may~~the ~~trade~~claims atof aour ~~discount~~shareholders. To to the ~~pro~~extent ~~rata~~any ~~amount~~bankruptcy ~~per~~claims ~~share~~deplete in the trust account~~. In either situation~~, ~~you~~ ~~may~~the ~~suffer~~per-share aamount ~~material~~that ~~loss~~would onotherwise ~~your~~be ~~investment~~received orby ~~lose~~our ~~the benefit of funds expected~~ shareholders in connection with ~~your~~our ~~exercise~~liquidation ofmay ~~redemption rights~~be ~~until we liquidate or you are able to sell your shares in the open market~~reduced.

~~The requirement~~Risks ~~that~~Related we complete our initial business combination within the time period prescribed in our Articles may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to ~~conduct~~Our ~~due~~Operations diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Any potential~~If ~~target business with which~~ we ~~enter~~are ~~into~~deemed ~~negotiations~~to ~~concerning a business combination will~~ be ~~aware~~an ~~that~~investment ~~we must complete~~company ~~our~~under ~~initial business combination within~~ the ~~time~~Investment ~~period~~Company ~~prescribed in our Articles. Consequently~~Act, ~~such~~we ~~target business~~ may ~~obtain~~be ~~leverage over~~required usto ininstitute ~~negotiating~~burdensome ancompliance ~~initial~~requirements ~~business~~and ~~combination, knowing that if we do not complete~~ our ~~initial~~activities ~~business combination with that particular target business, we~~ may be ~~unable to complete our initial business combination with any target business. This risk will increase~~restricted, aswhich wemay ~~get~~make ~~closer~~it todifficult ~~the~~for ~~timeframe~~us ~~described above. In addition, we may have limited time~~ to ~~conduct~~complete ~~due diligence and may enter into~~ our initial business combination ~~on terms that we would have rejected upon a more comprehensive investigation~~.

29If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

~~We may~~● ~~not~~restrictions be able to complete our initial business combination within the time period prescribed in our Articles, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.61 per share (based on the ~~Trust~~nature ~~Account balance as~~ of ~~August 28, 2025), or less than such amount in certain circumstances, and~~ our ~~warrants~~investments; ~~will expire worthless.~~ and

~~We may~~● ~~not~~restrictions beon able to find a suitable target business and complete our initial business combination by March 11, 2026. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the ~~capital~~issuance ~~and debt markets and the other risks described herein, including as a result~~ of ~~terrorist attacks~~securities, ~~natural~~each ~~disasters or a significant outbreak~~ of ~~infectious diseases.~~which ~~Additionally, terrorist attacks, natural disasters or a significant outbreak of infectious diseases~~ may ~~negatively~~make ~~impact~~it ~~businesses we~~difficult ~~may~~for ~~seek~~us to ~~acquire.~~complete ~~If we have not completed~~ our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In ~~such case~~addition, ~~our~~we ~~Public Shareholders~~ may ~~receive only~~have ~~$11.61~~imposed ~~per~~upon share (based on the Trust Account balance as of August 28, 2025), or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, ~~the~~burdensome ~~funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.61 per share (based on the Trust Account balance as of August 28~~requirements, ~~2025)” and other risk factors herein.~~including:

~~If a~~● ~~shareholder~~registration ~~fails~~as toan ~~receive~~investment notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed. company;

~~We will~~● ~~comply~~adoption with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a ~~shareholder~~specific ~~vote, we~~form ~~intend to require a Public Shareholder seeking redemption~~ of ~~its~~corporate ~~Public~~structure; Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.and

30● reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

~~You will~~In order not ~~have~~to ~~any~~be ~~rights~~regulated as oran ~~interests~~investment incompany ~~funds~~under ~~from~~ the ~~trust~~Investment ~~account~~Company Act, ~~except~~unless ~~under~~we ~~certain~~can ~~limited~~qualify ~~circumstances.~~for ~~Therefore~~an exclusion, towe ~~liquidate~~must ensure that we are engaged ~~your~~primarily ~~investment~~in a business other than investing, ~~you~~reinvesting ~~may~~or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be ~~forced~~to identify and complete a business combination and thereafter to ~~sell~~operate ~~your~~the ~~Public~~post-transaction ~~Shares~~business or ~~warrants,~~assets ~~potentially~~for atthe long term. We do not plan to buy businesses or assets with a ~~loss~~view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

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 Class A ordinary 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 fifth amended and restated memorandum and articles of association (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, 2026 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 have not completed an initial business combination by March 11, 2026, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss.34

~~Risks~~We do not believe that our ~~Related~~anticipated principal activities will subject us to ~~Our~~the ~~Securities~~Investment Company Act. To this end, the proceeds held in the trust account may only be 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. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. An investment in us is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our fifth amended and restated memorandum and articles of association (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, 2026 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 by March 11, 2026 our return of the funds held in the trust account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~NYSE~~Changes to laws or regulations (including the ~~delisted~~adoption ~~our~~of ~~securities~~policies ~~from~~by ~~trading~~governing onadministrations) ~~its~~or ~~exchange,~~in ~~which~~how ~~limits~~such ~~investors’~~laws ~~ability~~or regulations are interpreted or applied, or a failure to ~~make~~comply with ~~transactions~~any inlaws, regulations, interpretations or applications, may adversely affect our ~~securities~~business, ~~and subject~~including usour ability to ~~additional~~negotiate ~~trading~~and complete ~~restrictions~~our initial business combination.

OnWe are subject to the laws ~~April~~and 18regulations, ~~2023~~and interpretations and applications of such laws and regulations, ~~the~~of ~~Company~~national, ~~received~~regional, astate ~~notice~~and ~~from~~local ~~the~~governments and, ~~New~~potentially, ~~York~~non-U.S. ~~Stock~~jurisdictions. ~~Exchange~~These ~~(the~~governing ~~“NYSE”)~~bodies ~~indicating~~may seek to change laws and regulations, as well as adopt new policies, including tariffs and other economic policies, that ~~the~~could ~~Company~~negatively isimpact us or a target business with which we seek to consummate an ~~not~~initial inbusiness ~~compliance~~combination. In particular, we are required to comply with ~~Section~~certain ~~802~~SEC and potentially other legal and regulatory requirements and numerous complex tax laws, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications.~~01E~~ Compliance with, and monitoring of, the ~~NYSE~~foregoing ~~Listed~~may ~~Company~~be ~~Manual~~difficult, astime aconsuming ~~result~~and costly. ofThose ~~its~~laws ~~failure~~and regulations and their interpretation and application may also change from time to ~~timely~~time, ~~file~~and ~~its~~those ~~Annual~~changes ~~Report~~could have a material adverse effect on ~~Form~~our ~~10-K~~business, ~~for~~investments ~~the~~and ~~year~~results ~~ended~~of ~~December~~operations. 31In addition, ~~2022~~a ~~(the~~failure ~~“Form~~to ~~10-K”)~~comply with ~~the~~applicable laws ~~Securities~~or regulations, as interpreted and ~~Exchange~~applied, ~~Commission~~could ~~(the~~have ~~“SEC”)~~a material adverse effect on our business, including our ability to negotiate and complete an initial business combination.

~~The NYSE~~On ~~informed~~January 24, 2024, the SEC ~~Company~~adopted ~~that,~~a ~~under~~series ~~NYSE~~of new rules, (the ~~Company~~“SPAC ~~would~~Rules”), ~~have~~requiring, ~~six~~among ~~months~~other ~~from~~items, ~~April~~(i) 17additional disclosures relating to SPAC business combination transactions, ~~2023~~(ii) additional disclosures relating to ~~file~~dilution ~~the~~and ~~Form~~to 10conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-KSPAC ~~with~~transactions; (iii) the ~~SEC.~~ ~~The~~use ~~Company~~of ~~can~~projections ~~regain~~by ~~compliance~~SPACs in SEC filings in connection with ~~the~~proposed ~~NYSE~~business ~~listing~~combination ~~standards~~transactions; atand ~~any~~(iv) ~~time~~both ~~prior~~the toSPAC ~~that~~and ~~date~~the bytarget ~~filing~~company’s ~~its~~status ~~Form~~as 10co-Kregistrants on de-SPAC registration statements. The majority of these SPAC Rules became effective on July 1, 2024.

~~On May~~In 2addition, ~~2023,~~the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, ~~filed~~including its ~~Form~~duration, ~~10-K~~asset ~~with~~composition, ~~the~~business ~~SEC~~purpose and ~~regained~~the ~~compliance~~activities ~~with~~of the ~~NYSE~~SPAC and its management team in furtherance of such goals.

~~On May~~Compliance ~~23,~~with ~~2023,~~ the ~~Company,~~SPAC Rules ~~received~~and arelated ~~notice~~guidance ~~from~~may ~~the~~increase ~~NYSE indicating that~~ the ~~Company~~costs ~~is not in compliance with Section 802.01E~~ of and the ~~NYSE~~time ~~Listed~~needed ~~Company Manual as a result of its failure~~ to ~~timely~~negotiate ~~file~~and ~~its~~complete ~~Quarterly~~an ~~Report~~initial onbusiness ~~Form 10-Q for~~combination ~~the quarter~~and ~~ended~~may ~~March 31,~~constrain ~~2023 (~~the ~~“Form 10-Q”) with~~circumstances ~~the~~under ~~Securities~~which ~~and~~we ~~Exchange~~could ~~Commission~~complete ~~(the~~an ~~“SEC”)~~initial business combination.

The NYSE informed the Company that, under NYSE rules, the Company would have six months from May 22, 2023 to file the Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q.35

~~On June~~If 2,we ~~2023,~~are ~~the~~unable ~~Company~~to ~~filed~~consummate ~~its~~our ~~Form~~initial business ~~10-Q~~combination ~~for~~within the ~~quarter~~prescribed ~~ended~~timeframe, ~~March~~our ~~31,~~Public ~~2023~~Shareholders ~~with~~may be forced to wait beyond the ~~SEC~~prescribed ~~and~~timeframe ~~regained~~before redemption ~~compliance~~from ~~with~~our ~~the~~trust ~~NYSE~~account.

OnIf we are unable to consummate ~~November~~our 21initial business combination by March 11, ~~2023~~2026, the ~~Company~~funds then on deposit in the trust account, ~~received~~including ainterest ~~notice~~earned ~~from~~on the ~~NYSE~~funds held ~~indicating~~in ~~that~~the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the ~~Company~~redemption isof ~~not~~our inPublic ~~compliance~~Shares, ~~with~~as ~~Section~~further ~~802~~described herein.~~01E~~ Any redemption of Public Shareholders from the ~~NYSE~~trust ~~Listed~~account ~~Company~~will ~~Manual~~be effected asautomatically aby ~~result~~function of ~~its~~our ~~failure~~fifth amended and restated memorandum and articles of association prior to ~~timely~~any ~~file~~voluntary ~~its~~winding up. ~~Quarterly~~If ~~Report~~we onare ~~Form~~required 10to wind-Qup, ~~for~~liquidate the ~~quarter~~trust ~~ended~~account ~~September~~and distribute such amount therein, pro rata, to our Public Shareholders, 30as part of any liquidation process, ~~2023~~such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act of the Cayman Islands, as amended (the “~~Form~~Companies ~~10-Q~~Act”). ~~with~~In that case, investors may be forced to wait beyond the ~~Securities~~prescribed timeframe before the redemption proceeds of our trust account become available to them, and ~~Exchange~~they ~~Commission~~receive (the ~~“SEC”)~~return of their pro rata portion of the funds 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 our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial business combination.

~~The NYSE~~Our ~~informed~~shareholders ~~the~~may ~~Company~~be ~~that,~~held ~~under~~liable ~~NYSE~~for ~~rules, the Company would have six months from November 20, 2023 to file the Form 10-Q with~~claims ~~the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date~~ by ~~filing~~third ~~its~~parties ~~Form~~against ~~10-Q.~~us ~~If the Company fails~~ to ~~file~~ the ~~Form~~extent ~~10-Q~~of ~~before~~distributions ~~the~~received ~~NYSE’s~~by ~~compliance~~them ~~deadline,~~upon ~~the~~redemption ~~NYSE may grant, at its sole discretion, an extension~~ of uptheir ~~to six additional months for the Company to regain compliance, depending on the specific circumstances~~shares. ~~The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.~~

OnIf we are forced to enter ~~February~~into ~~12,~~an ~~2024~~insolvent liquidation, ~~the~~any ~~New~~distributions ~~York~~received ~~Stock~~by ~~Exchange~~shareholders ~~(the~~could ~~“NYSE”)~~be ~~determined~~viewed as an unlawful payment if it was proved that immediately following the ~~Company~~date on which the distribution was ~~not~~made, we were unable to pay our debts as they fall due in ~~compliance~~the ~~with~~ordinary ~~Section~~course ~~802~~of business.~~01B~~ ~~and~~As ~~102.06e~~a ofresult, ~~the~~a ~~NYSE~~liquidator ~~Listed~~could ~~Company~~seek ~~Manual~~to ~~(the~~recover ~~“LCM”)~~some ~~because~~or ~~the~~all ~~Company~~amounts ~~failed~~received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to ~~consummate~~us aor ~~Business~~our ~~Combination~~creditors and/or may have acted in bad faith, thereby exposing themselves ~~within~~and our company to claims by paying Public Shareholders from the ~~shorter~~trust ofaccount ~~(i)~~prior to addressing the ~~time~~claims ~~period~~of ~~specified~~creditors. byWe ~~its~~cannot assure ~~constitutive~~you ~~documents~~that orclaims bywill ~~contract~~not orbe ~~(ii)~~brought ~~three~~against ~~years~~us for these reasons. AsWe ~~such,~~and ~~the~~our ~~NYSE~~directors and officers who knowingly and willfully ~~had~~authorized ~~determined~~or permitted any distribution to ~~commence~~be ~~proceedings~~paid out of our share premium account while we were unable to ~~delist~~pay ~~from~~our ~~the~~debts ~~NYSE~~as ~~the~~they ~~Company’s~~fall due ~~Class~~in Athe ordinary ~~shares~~course of business would be guilty of an offence and ~~Units~~may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

~~Trading of~~Adverse ~~the~~developments ~~Company’s~~affecting ~~securities~~the ~~was~~financial services ~~suspended~~industry, onincluding ~~February~~events ~~12,~~or ~~2024.~~concerns ~~The~~involving ~~NYSE~~liquidity, ~~applied~~defaults toor ~~the~~non-performance ~~SEC~~by tofinancial ~~delist~~institutions, ~~the~~could ~~Company’s securities~~adversely ~~upon~~affect ~~completion~~our ofbusiness, ~~all~~financial ~~applicable~~condition ~~procedures.~~or ~~The~~results ~~Company~~of ~~did not appeal the staff’s determination and~~operations, ~~accordingly,~~or ~~the~~our ~~Company’s securities were delisted from the NYSE~~prospects.

31The funds in our operating account and our trust account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

~~Since~~In addition, investor concerns ~~our~~regarding ~~securities~~the ~~were~~U.S. ~~delisted,~~or weinternational financial systems could ~~face~~result ~~significant~~in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with an initial business combination, or at all, and could have material adverse ~~consequences~~impacts on our liquidity, ~~including:~~our business, financial condition or results of operations, and our prospects.

~~● a limited availability of market quotations for our securities;~~36

●Risks ~~reduced~~Related ~~liquidity~~to ~~for~~Our ~~our~~Corporate ~~securities;~~Structure

●We amay ~~determination~~not ~~that~~hold ~~our~~an ~~Class~~annual Ageneral ~~ordinary~~meeting ~~shares~~until after ~~are~~the aconsummation ~~“penny~~of ~~stock”~~our asinitial ~~defined~~business incombination, ~~applicable SEC rules~~ which ~~will~~could ~~require~~delay ~~brokers~~the ~~trading~~opportunity infor our ~~Class~~shareholders ~~A ordinary shares~~ to ~~adhere~~appoint ~~to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;~~directors.

●In aaccordance ~~limited~~with ~~amount~~the NYSE corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting of ~~news~~shareholders to elect new directors prior to the consummation of our initial business combination, and ~~analyst~~thus ~~coverage;~~we may not be in compliance with Section 302 of the NYSE Listed Company Manual, which requires an annual meeting. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.

●Holders aof ~~decreased~~Class A ~~ability~~ordinary shares will not be permitted to ~~issue~~exercise ~~additional~~their ~~securities~~warrants orunless ~~obtain~~we ~~additional~~register ~~financing~~and inqualify the ~~future~~underlying Class A ordinary shares or certain exemptions are available.

~~The National~~If ~~Securities~~the ~~Markets~~issuance ~~Improvement~~of ~~Act~~the Class A ordinary shares upon exercise of ~~1996,~~the ~~which~~warrants is anot ~~federal statute~~registered, ~~prevents~~qualified or ~~preempts~~exempt ~~the~~from ~~states~~registration ~~from~~or ~~regulating~~qualification under the Securities ~~sale~~Act ofand ~~certain~~applicable state securities laws, ~~which~~holders ~~are~~of ~~referred~~warrants will not be entitled to asexercise ~~“covered~~such ~~securities.”~~warrants ~~Since~~and wesuch ~~are~~warrants may have no ~~longer~~value ~~listed~~and onexpire ~~the~~worthless. ~~NYSE~~In such event, ~~our securities~~holders ~~would~~who ~~not~~acquired ~~qualify~~their warrants as ~~covered~~part ~~securities~~of ~~under~~a ~~the~~purchase ~~statute~~of ~~and~~Units wewill ~~would~~have bepaid ~~subject~~the tofull Unit ~~regulation~~purchase inprice ~~each~~solely ~~state~~for inthe ~~which~~Class A ~~we offer~~ordinary ~~our~~shares ~~securities~~included in the Units.

~~You~~We are not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will ~~not~~use becommercially ~~entitled~~reasonable efforts to ~~protections~~file ~~normally~~a ~~afforded~~registration statement with the SEC covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to ~~investors~~cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of ~~many~~the ~~other~~warrants ~~blank~~until ~~check~~the ~~companies~~expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~Since the~~If ~~net proceeds of~~ the ~~Initial~~Class A ~~Public~~ordinary shares ~~Offering~~issuable ~~and~~upon ~~the~~exercise ~~sale~~ of the ~~Private~~warrants ~~Placement Warrants~~ are ~~intended to be used to complete an initial business combination with a target business that has~~ not ~~been~~registered ~~selected, we may be deemed to be a “blank check” company~~ under the ~~United~~Securities ~~States securities laws. However~~Act, ~~because~~under wethe ~~have~~terms ~~net~~of ~~tangible~~the ~~assets~~warrant ~~in excess of $5~~agreement,~~000,000~~ ~~and have filed a Current~~holders ~~Report~~of onwarrants ~~Form 8-K,~~who ~~including~~seek ~~an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC~~ to ~~protect~~exercise ~~investors~~their inwarrants ~~blank check companies, such as Rule 419. Accordingly, investors~~ will not be ~~afforded~~permitted ~~the~~to ~~benefits~~do ~~or protections~~so offor ~~those~~cash ~~rules.~~and, ~~Among other things~~instead, ~~this means our units~~ will be ~~immediately~~required ~~tradable~~to ~~and~~do weso ~~will~~on ~~have~~ a ~~longer period of~~cashless ~~time~~basis, toin ~~complete~~which ~~our~~case ~~initial~~the ~~business~~number ~~combination~~of ~~than do companies subject to Rule~~Class ~~419.~~A ~~Moreover,~~ordinary ifshares ~~we are subject to Rule 419,~~ that ~~rule would prohibit~~ the ~~release~~holders of ~~any~~warrants ~~interest~~will ~~earned~~receive onupon ~~funds~~cashless ~~held~~exercise inwill be ~~the~~based ~~trust~~on ~~account~~a toformula ussubject ~~unless~~to ~~and~~a ~~until~~maximum ~~the~~number ~~funds in~~of ~~the~~shares ~~trust~~equal ~~account were released~~ to us0.361 inClass A ~~connection~~ordinary ~~with~~shares ~~our~~per ~~completion~~warrant of(subject anto ~~initial business combination~~adjustment).

IfIn no event will warrants webe ~~seek~~exercisable ~~shareholder~~for ~~approval~~cash ofor ~~our~~on ~~initial~~a ~~business~~cashless ~~combination~~basis, and we dowill not ~~conduct~~be ~~redemptions~~obligated ~~pursuant~~ to ~~the~~issue ~~tender~~any ~~offer~~shares ~~rules, and~~to ifholders ~~you~~seeking orto aexercise ~~“group”~~their warrants, ofunless ~~shareholders~~the ~~are~~issuance ~~deemed~~of tothe ~~hold~~shares inupon ~~excess~~such ofexercise ~~15%~~is ofregistered ~~our~~or ~~Class A~~qualified ~~ordinary~~under ~~shares,~~the ~~you~~securities ~~will lose~~laws of the ~~ability~~state toof ~~redeem~~the exercising ~~all~~holder, ~~such~~or ~~shares~~an inexemption ~~excess~~from ofregistration ~~15%~~or ofqualification ~~our~~is ~~Class A ordinary shares~~available.

If we ~~seek shareholder approval of~~ our ~~initial~~Class A ~~business combination and we do not conduct redemptions in connection with our initial business~~ordinary ~~combination~~shares, ~~pursuant~~are toat the ~~tender~~time ~~offer~~of ~~rules,~~any ~~our~~exercise ~~fifth amended and restated memorandum and articles~~ of ~~association provide that~~ a ~~Public~~ ~~Shareholder~~warrant, ~~together~~not ~~with~~listed ~~any~~on ~~affiliate~~a ofnational ~~such~~securities ~~shareholder~~exchange ~~or any other person with whom~~ such ~~shareholder~~that isthey ~~acting~~satisfy inthe ~~concert~~definition orof ~~as a~~ “~~group~~covered securities” ~~(as defined~~ under Section 13 18(b)(1) of the ~~Exchange~~Securities Act), ~~will~~we bemay, ~~restricted~~at ~~from~~our ~~seeking~~option, ~~redemption~~not ~~rights with~~permit ~~respect to more than an aggregate~~ holders of ~~15%~~warrants ofwho ~~the~~seek ~~shares~~to ~~sold~~exercise intheir ~~the~~warrants ~~Initial~~to ~~Public~~do ~~Offering~~so ~~without~~for ~~our~~cash ~~prior~~and, ~~consent~~instead, ~~which~~require wethem ~~refer~~ to asdo ~~the~~so ~~“Excess~~on ~~Shares.”~~a ~~However,~~cashless webasis ~~would~~in ~~not be restricting our shareholders’ ability to vote all of their shares~~accordance ~~(including~~with ~~Excess Shares~~Section 3(a)(9) of ~~for~~the orSecurities ~~against~~Act; ~~our~~in ~~initial~~the ~~business~~event ~~combination.~~we ~~Your~~so ~~inability~~elect, towe ~~redeem the Excess Shares~~ will ~~reduce~~not ~~your influence~~be ~~over~~required ~~our ability~~ to ~~complete~~file ~~our~~or ~~initial~~maintain ~~business~~in ~~combination and you could suffer~~ effect a ~~material~~registration ~~loss~~statement onor ~~your~~register ~~investment~~or inqualify ~~us if~~the ~~you~~shares ~~sell~~underlying ~~Excess~~the ~~Shares~~warrants inunder ~~open~~applicable ~~market~~state ~~transactions.~~securities ~~Additionally~~laws, ~~you~~and ~~will~~in ~~not receive redemption distributions with respect to~~ the ~~Excess~~event ~~Shares if~~ we ~~complete~~do ~~our~~not ~~initial~~so ~~business~~elect, ~~combination.~~we ~~And~~will asuse aour ~~result,~~commercially ~~you~~reasonable ~~will~~efforts ~~continue~~ to ~~hold~~register ~~that~~or ~~number~~qualify ofthe shares ~~exceeding 15%~~underlying ~~and,~~the inwarrants ~~order~~under applicable tostate ~~dispose~~securities oflaws ~~such shares, would be required~~ to ~~sell~~the ~~your~~extent ~~shares~~an inexemption ~~open~~is ~~market~~not ~~transactions, potentially at a loss~~available.

3237

~~Because of~~In ~~our~~no ~~limited~~event ~~resources~~will ~~and~~we ~~the~~be ~~significant~~required to ~~competition~~net ~~for~~cash ~~business~~settle ~~combination~~any ~~opportunities~~warrant, itor ~~may~~issue besecurities ~~more~~(other ~~difficult~~than ~~for~~upon usa tocashless ~~complete our~~exercise ~~initial~~as ~~business~~described ~~combination.~~above) Ifor weother ~~are~~compensation ~~unable~~in exchange tofor ~~complete~~the ~~our~~warrants ~~initial~~in ~~business~~the ~~combination,~~event ~~our~~that ~~Public~~we ~~Shareholders~~are ~~may~~unable ~~receive only~~to ~~their~~register ~~pro~~or ~~rata~~qualify ~~portion of~~ the ~~funds~~shares inunderlying the ~~trust~~warrants ~~account~~under ~~that~~the ~~are~~Securities Act ~~available~~or ~~for~~applicable ~~distribution~~state tosecurities ~~Public Shareholders, and our warrants will expire worthless~~laws.

~~We expect~~Our toability ~~encounter competition from other entities having a business objective similar~~ to ~~ours,~~require ~~including~~holders ~~private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types~~ of ~~businesses~~our ~~we intend to acquire. Many of these individuals and entities are well-established and have extensive experience~~warrants ~~in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services~~ to ~~various~~exercise ~~industries. Many~~such ofwarrants ~~these~~on ~~competitors~~a ~~possess~~cashless ~~similar~~basis orafter ~~greater~~we ~~technical,~~call ~~human~~the ~~and~~warrants ~~other~~for ~~resources~~redemption ~~to ours~~ or ~~more~~if ~~local~~there ~~industry~~is ~~knowledge~~no ~~than we~~effective doregistration ~~and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe~~statement ~~there~~covering ~~are numerous target businesses we could potentially acquire with~~ the ~~net~~issuance ~~proceeds~~ of ~~the~~Class A ~~Initial~~ordinary ~~Public~~shares ~~Offering~~issuable ~~and~~upon ~~the~~exercise ~~sale~~ of ~~the~~ ~~Private~~these ~~Placement~~warrants ~~Warrants,~~will ~~our~~cause ~~ability~~holders to ~~compete~~receive ~~with~~fewer ~~respect to the acquisition of certain target businesses that are sizable~~Class A ~~will~~ordinary beshares ~~limited~~upon by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our Public Shares the right to redeem their ~~shares~~ ~~for~~exercise ~~cash at the time~~ of ~~our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce~~ the ~~resources~~warrants ~~available~~than tothey uswould ~~for~~have ~~our~~received ~~initial~~had ~~business~~they ~~combination.~~been ~~Any~~able ~~of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable~~ to ~~complete~~pay ~~our~~the ~~initial business~~exercise ~~combination,~~price ~~our Public Shareholders may receive only their pro rata portion~~ of ~~the funds in the trust account that are available~~their ~~for distribution to Public Shareholders, and our~~ warrants ~~will~~in ~~expire worthless~~cash.

~~Affiliates~~If we call the warrants for ofredemption, ~~Crown~~we ~~Acquisitions Inc.~~will have ~~similar~~the oroption, ~~overlapping~~in ~~investment~~our ~~objectives~~sole ~~and guidelines~~discretion, ~~and~~to require all holders that wish to exercise warrants to do so on a cashless basis in certain circumstances. If we ~~may~~choose ~~not~~to berequire ~~presented~~holders ~~investment~~to exercise their warrants on a cashless basis or if holders elect to ~~opportunities~~do ~~that~~so ~~may~~when ~~otherwise~~there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be ~~suitable~~fewer than it would have been had such holder exercised his or her warrant for uscash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will have the effect of reducing the potential upside of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.

~~Affiliates of~~The ~~Crown~~grant ~~Acquisitions Inc.~~of ~~currently~~registration ~~invest~~rights ~~and plan~~ to ~~continue~~our ~~to invest in, incubate, and grow successful businesses in sectors~~Initial ~~across~~Shareholders ~~real estate. There may be overlap of investment opportunities with affiliates of Crown Acquisitions Inc. that are actively investing~~ and ~~similar~~holders ~~overlap with future Crown Acquisitions Inc. affiliates. This overlap could create conflicts~~ of ~~interest.~~our ~~In particular,~~Private ~~investment~~Placement ~~opportunities~~Warrants ~~that~~ may ~~otherwise~~make beit ~~suitable~~more ~~for~~difficult ~~us may not be presented~~ to uscomplete by our ~~sponsors.~~initial ~~This~~business ~~overlap~~combination, ~~could~~and ~~also~~the ~~create~~future ~~conflicts~~exercise inof ~~determining~~such torights ~~which~~may ~~entity~~adversely aaffect ~~particular~~the ~~investment~~market ~~opportunity~~price ~~should~~of ~~be presented. These conflicts may not be resolved in~~ our ~~favor~~Class A ~~and~~ordinary ~~a potential target business may be presented to another entity prior to its presentation to us~~shares.

~~Certain~~Pursuant to an agreement ~~members~~entered into concurrently with the Initial Public Offering, our Initial Shareholders can demand that we register the Class A ordinary shares into which Founder Shares are convertible, holders of our ~~management~~Private ~~team~~Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and holders of securities that may be ~~involved~~issued inupon conversion of working capital loans may demand that we register such Units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. The registration and ~~have~~availability of such a ~~greater~~significant ~~financial~~number ~~interest~~of securities for trading in the ~~performance~~public ofmarket ~~other~~may ~~Crown~~have ~~Acquisitions~~an adverse effect on the market price of our Class ~~Inc~~A ordinary shares. ~~entities~~ In addition, ~~and~~the ~~such~~existence ~~activities~~of the registration rights may ~~create~~make ~~conflicts~~our initial business combination more costly or difficult to conclude. This is because the shareholders of ~~interest~~the target business may increase the equity stake they seek in ~~making~~the ~~decisions~~combined entity or ask for more cash consideration to offset the negative impact on the market price of our ~~behalf.~~Class A ordinary shares that is expected when the ordinary shares owned by our Initial Shareholders, holders of our Private Placement Warrants or holders of our working capital loans or their respective permitted transferees are registered.

Certain members of our management team may be subject to a variety of conflicts of interest relating to their responsibilities to Crown Acquisitions Inc. and its other affiliates. Such individuals may serve as members of management or a board of directors (or in similar such capacity) to various other Crown Acquisitions Inc. entities. Such positions may create a conflict between the advice and investment opportunities provided to such entities and the responsibilities owed to us. The other entities in which such individuals may become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have a greater financial interest in the performance of such other Crown Acquisitions Inc. entities than our performance. Such involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other entities.38

33Risks Related to Our Search for a Business Combination

~~We may~~Past ~~re-engage~~performance ~~one~~by ~~or more of the underwriters of~~ our ~~Initial~~management ~~Public Offering or their affiliates to provide additional services to us~~team, including investments toand ~~act~~transactions ~~as financial advisor~~ in ~~connection~~which ~~with~~they anhave ~~initial~~participated ~~business combination~~ and~~/or~~ asbusinesses ~~placement agent in connection~~ with a ~~related~~which ~~financing~~they ~~transaction. The underwriters of our Initial Public Offering~~ have ~~elected~~been toassociated, ~~waive~~may ~~their~~not ~~right~~be ~~to receive deferred~~indicative ~~commissions~~of ~~and have disclaimed any responsibility for any~~ future ~~registration~~performance ~~statement~~of ~~filed in connection with~~ an ~~initial~~investment ~~business combination. These events may cause the underwriters to have potential conflicts of interest~~ in ~~rendering any such additional services to us, including, for example, in connection with~~ the ~~consummation of an initial business combination~~company.

~~We may~~Any ~~re-engage~~past ~~one~~experience orand ~~more~~performance by ~~of the underwriters of~~ our ~~Initial~~management ~~Public~~team ~~Offering~~and orits ~~their~~ affiliates toand ~~provide~~the ~~additional~~businesses ~~services~~with towhich ~~us, including,~~they ~~for~~have ~~example,~~been ~~identifying potential targets~~associated, ~~providing~~is ~~financial~~not ~~advisory~~a ~~services,~~guarantee ~~acting~~that aswe awill ~~placement~~be able ~~agent~~to insuccessfully acomplete ~~private offering~~our orinitial ~~arranging~~business ~~debt~~combination, ~~financing.~~that Wewe will ~~pay~~be ~~the~~able ~~underwriters~~to orprovide ~~their~~positive ~~affiliates~~returns ~~fair~~to ~~and~~our ~~reasonable fees~~ shareholders, or ~~other~~of ~~compensation that~~any ~~would~~results bewith ~~determined~~respect atto ~~that~~any ~~time~~initial inbusiness ancombination ~~arm’s~~we ~~length~~may ~~negotiation~~consummate. InYou ~~December~~should ~~2022,~~not rely on the ~~underwriters~~historical experiences of our ~~Initial~~management ~~Public Offering~~team ~~elected~~or toits ~~waive~~affiliates, ~~their~~including ~~right~~investments toand ~~receive~~transactions ~~deferred~~in ~~commissions~~which ~~and~~they have ~~disclaimed~~participated ~~any~~and ~~responsibility~~businesses ~~for~~with ~~any future registration~~which ~~statement~~they ~~filed~~have inbeen ~~connection~~associated, ~~with~~as anindicative ~~initial~~of ~~business~~the ~~combination.~~future ~~The~~performance ~~fact~~of ~~that~~an ~~the~~investment ~~underwriters~~in us or ~~their~~as ~~affiliates’~~indicative ~~financial interests~~of ~~have~~every ~~been~~prior ~~waived~~investment ~~and~~by each ~~responsibility~~of ~~disclaimed~~the ~~may~~members ~~give~~of ~~rise~~our tomanagement ~~potential~~team. ~~conflicts~~The market price of ~~interest~~our insecurities ~~providing~~may ~~any~~be ~~such~~influenced ~~additional services~~by tonumerous usfactors, ~~including~~many ~~potential~~of ~~conflicts~~which ofare beyond ~~interest~~our incontrol, ~~connection~~and ~~with~~our ~~the~~shareholders ~~consummation~~may ofexperience anlosses ~~initial~~on ~~business~~their ~~combination~~investment in our securities.

~~If the~~We ~~net~~rely ~~proceeds~~on of the ~~Initial~~experience ~~Public Offering~~ and ~~the~~skills ~~sale~~ of ~~the~~our management ~~Private~~team ~~Placement~~to ~~Warrants~~identify ~~not~~future ~~being~~trends ~~held~~ in the ~~trust~~industries ~~account~~in ~~are insufficient,~~which itwe ~~could~~will ~~limit~~consummate ~~the amount available to fund~~ our ~~search~~initial ~~for a target~~ business orcombination ~~businesses~~ and ~~complete~~to ~~our~~take ~~initial business~~advantage ~~combination,~~of ~~and~~these wetrends, ~~will~~but ~~depend~~there onis ~~loans~~no ~~from~~guarantee ~~our~~that ~~sponsors~~they orwill ~~management~~be ~~team~~able to ~~fund~~do ~~our~~so ~~search~~to ~~and~~the toextent ~~complete~~we ~~our~~expect ~~initial~~or ~~business combination~~at all.

~~We believe~~The ~~that~~process ~~the funds available to us outside~~ of ~~the~~predicting trends, ~~trust~~especially ~~account~~in ~~will~~industries bedeveloping ~~sufficient~~as tofast ~~allow~~as usthe totechnology-driven ~~operate~~real ~~for~~estate ~~at least until March 11~~industry, ~~2026;~~is ~~however,~~complex weand ~~cannot assure you that our estimate is accurate~~uncertain. IfWhile we concentrate ~~are~~our ~~required~~efforts toin ~~seek~~identifying ~~additional~~businesses ~~capital,~~that weprovide ~~would~~technological ~~need~~innovation to ~~borrow~~ ~~funds~~the ~~from~~real ~~our~~estate ~~sponsors~~ecosystem, ~~management~~our ~~team~~anticipated industry ortrends ~~other~~may ~~third~~not ~~parties~~materialize to ~~operate~~the orextent ~~may~~we beexpect ~~forced~~or toat ~~liquidate~~all. ~~Neither~~In ~~our sponsors~~addition, ~~members~~ ofafter our ~~management~~initial ~~team~~business ~~nor~~combination, ~~any~~we ofmay ~~their~~commit significant ~~affiliates~~resources ~~is under any obligation to advance funds to us~~ in ~~such~~anticipation ~~circumstances.~~of ~~Any such~~certain ~~advances~~expected ~~would~~industry betrends ~~repaid~~before ~~only~~realizing ~~from~~whether ~~funds~~our ~~held~~investments ~~outside~~will ~~the~~result ~~trust~~in ~~account~~profitable returns. orFurthermore, ~~from~~we ~~funds~~may ~~released~~not tosuccessfully usexecute ~~upon completion of~~ our ~~initial business~~vision ~~combination.~~because ~~Prior~~of, toamong ~~the~~other ~~completion~~things, oferrors ~~our~~in ~~initial~~planning ~~business~~or ~~combination~~timing, wetechnical hurdles dothat ~~not~~we ~~expect~~fail to ~~seek~~overcome ~~loans~~in ~~from~~a ~~parties~~timely ~~other than~~fashion ~~our sponsors~~ or ana ~~affiliate~~lack of ~~our~~appropriate ~~sponsors~~resources. asIf we doare ~~not~~unable ~~believe third parties will be willing~~ to ~~loan~~identify ~~such funds~~ and ~~provide~~take aadvantage ~~waiver~~of ~~against~~future ~~any~~trends ~~and~~in ~~all~~our ~~rights~~target toindustries ~~seek access~~ to ~~funds~~the inextent ~~our~~we ~~trust~~expect ~~account.~~or Ifat weall, ~~are~~our ~~unable~~ability to complete our initial business combination ~~because~~may webecome dolimited ~~not have sufficient funds available to us, we will be forced to cease operations~~ and ~~liquidate the trust account. Consequently,~~ our ~~Public Shareholders may only receive an estimated $11.61 per share (based on the Trust Account balance as of August 28~~business, ~~2025),~~financial ~~or possibly~~condition ~~less,~~and onresults ~~our redemption~~ of ~~our~~operations ~~Public Shares, and our warrants~~ will ~~expire~~be ~~worthless~~adversely affected.

34Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

~~Subsequent to~~The ~~our~~market ~~completion~~for ofdirectors and ~~our~~officers ~~initial~~liability ~~business~~insurance ~~combination,~~for wespecial ~~may~~purpose beacquisition ~~required~~companies tohas ~~take~~changed ~~write-downs~~in orways ~~write-offs,~~adverse ~~restructuring~~to us and ~~impairment or~~our ~~other~~management ~~charges~~team. Fewer ~~that~~insurance ~~could~~companies ~~have~~are aoffering ~~significant~~quotes ~~negative~~for ~~effect~~directors onand ~~our~~officers ~~financial~~liability ~~condition~~coverage, ~~results~~the ofpremiums ~~operations~~charged for such policies have generally increased and the ~~price~~terms of ~~our securities,~~such ~~which~~policies ~~could~~have ~~cause~~generally ~~you~~become toless ~~lose~~favorable. ~~some~~These ortrends ~~all~~may ofcontinue ~~your~~into ~~investment.~~the future.

~~Even if~~The weincreased ~~conduct~~cost ~~due~~and ~~diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material~~decreased ~~issues~~availability ~~that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount~~ of ~~due~~directors ~~diligence, or that factors outside of the target business~~ and ~~outside~~officers ofliability ~~our~~insurance ~~control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that~~ could ~~result~~make init ~~our~~more ~~reporting~~difficult ~~losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise~~ and ~~previously~~more ~~known~~expensive ~~risks~~for ~~may~~us ~~materialize~~to innegotiate ~~a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items~~ and ~~not have~~ complete an ~~immediate~~initial ~~impact~~business ~~on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities~~combination. In ~~addition,~~order ~~charges~~to ofobtain ~~this~~directors ~~nature~~and ~~may~~officers ~~cause~~liability usinsurance ~~to violate net worth~~ or ~~other~~modify ~~covenants~~its tocoverage ~~which we may be subject~~ as a result of ~~assuming pre-existing debt held by~~ becoming a ~~target~~public ~~business~~company, ~~or by virtue of our obtaining debt financing to partially finance~~ the ~~initial~~ post-business combination orentity ~~thereafter.~~might ~~Accordingly,~~need ~~any shareholders or warrant holders who choose~~ to ~~remain~~incur ~~shareholders~~greater expense and/or ~~warrant~~accept ~~holders~~less ~~following~~favorable ~~the business combination could suffer a reduction in the value of their securities~~terms. ~~Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they~~Furthermore, ~~are~~any ~~able~~failure to ~~successfully~~obtain ~~claim~~adequate ~~that~~directors ~~the~~and ~~reduction was due to the breach by our~~ officers orliability ~~directors~~insurance ofcould ahave ~~duty~~an ofadverse ~~care~~impact oron ~~other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that~~ the ~~proxy~~post-business ~~solicitation or tender~~combination’s ~~offer~~ability ~~materials, as applicable, relating~~ to ~~the~~attract ~~business~~and ~~combination~~retain ~~contained~~qualified anofficers ~~actionable~~and ~~material misstatement or material omission~~directors.

~~Risks~~In addition, after completion ~~Related~~of any initial business combination, our directors and officers could be subject to ~~Our~~potential ~~Trust~~liability ~~Account~~from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors.

The underwriters were to be compensated in connection with the completion of an initial business combination but have instead waived such compensation and disclaimed any responsibility for any future registration statement filed in connection with an initial business combination. 39

~~RBC Capital~~We ~~Markets,~~may ~~LLC~~seek ~~(“RBC”),~~business ~~representative~~combination ~~of the underwriters to our Initial Public Offering, delivered a waiver letter~~opportunities ~~to Crown on December 14, 2022 waiving any entitlement to the payment of any deferred underwriting commissions (~~in anindustries ~~aggregate~~or ~~amount of~~sectors ~~$9,660,000) in connection with its role as underwriter in the Initial Public Offering. RBC informed us~~ that ~~they~~may ~~are~~be ~~not~~outside ~~responsible for any portion~~ of ~~any future registration statement filed in connection with~~ our ~~initial~~management’s ~~business~~areas ~~combination.~~of Such deferred underwriting commissions were agreed between Crown and the underwriters in the underwriting agreement executed in connection with our Initial Public Offering and was to be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combinationexpertise.

As We may consider a ~~result~~business combination outside of ~~the~~our ~~Underwriter~~management’s ~~Waiver,~~areas ~~the~~of ~~transactions~~expertise ~~fees~~if a business combination candidate is presented to us and we determine that ~~would~~such ~~have~~candidate ~~been~~offers ~~payable~~an byattractive ~~Crown~~business atcombination ~~the~~opportunity ~~completion~~for ofour company. Although our management will endeavor to evaluate the ~~initial~~risks inherent in any particular business combination ~~were~~candidate, ~~reduced~~we bycannot ~~approximately~~assure ~~$9.66 million.~~you ~~The~~that ~~underwriting~~we ~~services~~will ~~being~~adequately ~~provided~~ascertain byor assess all of the ~~underwriters~~significant risk factors. We also cannot assure you that an investment in ~~connection~~us will not ultimately prove to be less favorable ~~with~~than ~~the~~a ~~Initial~~direct ~~Public~~investment, ~~Offering~~if an opportunity were available, ~~prior~~in a business combination candidate. In the event we elect to pursue a business combination outside of the ~~Underwriter~~areas ~~Waiver,~~of ~~were~~our ~~substantially~~management’s ~~complete~~expertise, ~~with~~our ~~any~~management’s ~~fees~~expertise ~~payable~~may not be directly applicable to its evaluation or operation, and the ~~underwriters~~information contained in this Form regarding the areas of our management’s expertise ~~for~~would ~~such~~not ~~services~~be ~~contingent~~relevant ~~upon~~to an understanding of the ~~completion~~business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the ~~initial~~relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial 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.

~~We believe~~Although ~~that~~we ~~the Underwriter Waiver of fees for services that~~ have ~~already~~identified ~~been~~general ~~substantially rendered or that were contingent upon the~~criteria ~~occurrence~~and ofguidelines ~~an event~~ that ~~applicable~~we ~~persons~~believe ~~expect~~are ~~will~~important ~~occur, is unusual. While RBC did not provide any additional detail~~ in ~~their Underwriter~~evaluating ~~Waiver~~prospective ~~letter~~target businesses, ~~stockholders~~we ~~should~~may beenter ~~aware~~into ~~that~~our ~~such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future registration statement filed in connection with an~~ initial business combination~~. None of the underwriters discussed the~~ ~~reasons for their forfeiture of fees~~ with ~~management,~~a ~~and~~target ~~Crown~~that ~~did~~does not ~~seek~~meet ~~out~~such ~~the~~criteria ~~reasons~~and ~~why upon receipt of the waiver letter~~guidelines, ~~despite the~~and ~~underwriters~~as ~~having already completed~~ a ~~substantial portion of their services. Crown will not speculate about the reasons why the underwriters forfeited fees after performing substantially all the work to earn such fees. Accordingly~~result, ~~stockholders should not place any reliance on~~ the ~~fact~~target ~~that~~business ~~the~~with ~~underwriters~~which ~~were~~we ~~previously~~enter ~~engaged~~into byour ~~Crown to serve as an underwriter in Crown’s Initial Public~~initial ~~Offering~~business ~~and~~combination ~~should~~may not ~~assume~~have ~~that~~attributes ~~the~~entirely ~~underwriters~~consistent ~~are~~with ~~involved~~our ingeneral ~~any~~criteria ~~future~~and ~~transaction~~guidelines.

35Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders (which may be $10.00 per share or less in certain circumstances), and our warrants will expire worthless.

~~If third~~We ~~parties~~are ~~bring~~not ~~claims~~required ~~against~~to ~~us,~~obtain ~~the~~an ~~funds~~opinion ~~held~~from an inindependent ~~the~~investment ~~trust~~banking ~~account~~firm ~~could~~or befrom ~~reduced~~a ~~and~~valuation ~~the~~or ~~per-share~~appraisal ~~redemption~~firm, ~~amount~~and ~~received by~~consequently, ~~shareholders~~you may behave ~~less~~no ~~than~~assurance ~~$11.61~~from ~~per~~an ~~share~~independent source ~~(based~~that onthe price we are paying for the ~~Trust~~business ~~Account~~is ~~balance~~fair asto ofour ~~August~~shareholders ~~28,~~from ~~2025)~~a financial point of view.

~~Our placing~~Unless ~~of funds in the trust account may not protect those funds from third party claims against us. Although~~ we ~~will~~complete ~~seek~~our ~~to have all~~initial ~~vendors,~~business ~~service~~combination ~~providers, prospective target businesses and other entities~~ with ~~which~~an weaffiliated doentity ~~business~~or ~~execute~~our ~~agreements~~board ~~with~~of usdirectors ~~waiving any~~cannot ~~right,~~independently ~~title,~~determine ~~interest~~the orfair ~~claim~~market value of ~~any~~the ~~kind~~target business in or tobusinesses ~~any~~(including ~~monies~~with ~~held in~~ the ~~trust~~assistance ~~account for the benefit~~ of ~~our~~financial ~~Public Shareholders~~advisors), ~~such~~ ~~parties~~we ~~may~~are not ~~execute~~required ~~such~~to ~~agreements,~~obtain oran ~~even~~opinion ~~if they execute such agreements they may not be prevented~~ from ~~bringing~~an ~~claims~~independent ~~against~~investment ~~the~~banking ~~trust~~firm ~~account,~~which ~~including,~~is ~~but~~a ~~not~~member ~~limited to, fraudulent inducement, breach~~ of ~~fiduciary~~FINRA ~~responsibility~~ or ~~other~~from ~~similar claims,~~a asvaluation ~~well~~or asappraisal ~~claims~~firm ~~challenging~~that the ~~enforceability~~price ofwe ~~the~~are ~~waiver,~~paying inis ~~each~~fair ~~case in order~~ to ~~gain~~our ~~advantage~~shareholders from ~~with respect to~~ a ~~claim against~~financial ~~our~~point ~~assets,~~of ~~including the funds held in the trust account~~view. If ~~any~~no ~~third~~opinion ~~party~~is ~~refuses~~obtained, toour ~~execute~~shareholders anwill ~~agreement~~be ~~waiving~~relying ~~such~~on ~~claims to~~ the ~~monies~~judgment ~~held~~of inour ~~the~~board ~~trust~~of ~~account~~directors, who ~~our management~~ will ~~consider~~determine ~~whether~~fair ~~competitive~~market ~~alternatives~~value ~~are~~based ~~reasonably~~on ~~available~~standards togenerally ~~us and~~accepted ~~will~~by ~~only~~the ~~enter~~financial ~~into~~community. anSuch ~~agreement~~standards ~~with~~used ~~such~~will ~~third~~be ~~party~~disclosed in ifour ~~management~~proxy ~~believes~~materials ~~that~~or ~~such~~tender ~~third~~offer ~~party’s~~documents, ~~engagement~~as ~~would~~applicable, ~~be in~~related ~~the~~to ~~best~~our ~~interests~~initial ofbusiness ~~the company under the circumstances~~combination.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our Public Shares, if we have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $11.61 per Public Share initially held in the trust account (based on the Trust Account balance as of August 28, 2025), due to claims of such creditors. Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than CBIZ CPAs P.C., our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.40

36We may issue additional Class A ordinary shares (including pursuant to an agreement with our Anchor Investor) or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the Founder Shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.

Our fifth amended and restated ~~directors~~memorandum ~~may~~and ~~decide~~articles ~~not~~of toassociation ~~enforce~~authorize the ~~indemnification~~issuance ~~obligations~~of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. As of ~~Crown~~October ~~PropTech~~31, ~~Sponsor~~2025, ~~resulting~~there inwere a199,508,194 ~~reduction~~and in13,100,000 ~~the~~authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants, or shares issuable upon conversion of ~~funds~~the inClass B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the ~~trust~~consummation ~~account~~of ~~available~~our initial business combination, initially at a one-for-one ~~distribution~~ratio but subject to adjustment as set forth herein and in our ~~Public~~fifth ~~Shareholders~~amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities related to our initial business combination. As of October 31, 2025, there were no preferred shares issued and outstanding.

~~In the~~We ~~event~~may ~~that~~issue ~~the~~a ~~funds~~substantial number inof ~~the~~additional ~~trust~~Class A ~~account~~ordinary ~~are~~shares ~~reduced~~or ~~below~~preferred ~~the~~shares ~~lesser~~to ofcomplete ~~(i) $10.00~~our ~~per~~initial ~~share~~business ~~and~~combination ~~(ii) the~~or ~~actual~~under ~~amount~~an employee ~~per~~incentive ~~Public~~plan ~~Share~~after ~~held~~completion inof ~~the~~our ~~trust~~initial ~~account~~business ascombination. ofFor ~~the~~example, ~~date~~we ofgranted ~~the~~our ~~liquidation~~Anchor ofInvestor the ~~trust~~option, ~~account~~but ifnot ~~less~~the obligation, ~~than~~to ~~$10.00~~purchase ~~per~~up ~~share due~~ to ~~reductions~~ in30% ~~the value~~ of ~~the~~our ~~trust~~Class A ~~assets,~~ordinary ~~in each case less taxes payable~~shares, ~~and~~for ~~Crown~~a ~~PropTech~~purchase ~~Sponsor~~price ~~asserts~~of ~~that~~$10.00 itper isClass A ~~unable~~ordinary toshare, ~~satisfy~~in ~~his~~any ~~obligations~~financing ortransaction ~~that~~we hemay ~~has~~conduct noin ~~indemnification~~connection ~~obligations~~with ~~related~~our toinitial abusiness ~~particular~~combination. ~~claim,~~We ~~our~~may ~~independent~~also ~~directors~~issue ~~would~~Class A ordinary ~~determine~~shares ~~whether~~upon toconversion ~~take~~of ~~legal~~the ~~action~~Class B ~~against~~ordinary ~~Crown~~shares ~~PropTech~~at ~~Sponsor~~a toratio ~~enforce~~greater ~~its~~than ~~indemnification~~one-to-one ~~obligations.~~at ~~While~~the wetime ~~currently expect~~of ~~that~~ our ~~independent~~initial ~~directors~~business ~~would~~combination as ~~take~~a ~~legal~~result ~~action~~of onthe ~~our~~anti-dilution ~~behalf~~provisions ~~against~~as ~~Crown~~set ~~PropTech~~forth ~~Sponsor~~therein. ~~to enforce its indemnification obligations to us~~However, ~~it is possible that~~ our ~~independent~~fifth ~~directors~~amended inand ~~exercising~~restated ~~their~~memorandum ~~business judgment~~ and ~~subject~~articles toof ~~their fiduciary~~association ~~duties~~provide, ~~may~~among ~~choose~~other ~~not~~things, tothat doprior soto inour ~~any~~initial ~~particular~~business ~~instance if~~combination, ~~for~~we ~~example,~~may ~~the~~not ~~cost~~issue ofadditional ~~such~~shares ~~legal~~that ~~action~~would isentitle ~~deemed by~~ the ~~independent~~ ~~directors~~holders thereof to be(i) receive ~~too~~funds ~~high~~from ~~relative to~~ the ~~amount~~trust ~~recoverable~~account or if(ii) vote ~~the~~on ~~independent~~any ~~directors~~initial ~~determine~~business ~~that~~combination. aThese ~~favorable outcome is not~~provisions ~~likely.~~of If our ~~independent~~fifth ~~directors~~amended ~~choose~~and ~~not~~restated tomemorandum ~~enforce~~and ~~these~~articles ~~indemnification~~of ~~obligations~~association, ~~the~~like ~~amount~~all provisions of ~~funds~~our infifth ~~the~~amended ~~trust~~and ~~account~~restated memorandum ~~available~~and ~~for~~articles ~~distribution~~of toassociation, ~~our Public Shareholders~~ may be ~~reduced~~amended ~~below~~with ~~$10.00~~a ~~per~~shareholder ~~share~~vote. The issuance of additional ordinary or preferred shares:

We ● may ~~not~~significantly ~~have~~dilute ~~sufficient~~the ~~funds~~equity tointerest ~~satisfy indemnification claims~~ of our ~~directors and officers.~~ shareholders;

~~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~~subordinate ~~shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have~~ the ~~effect~~rights of ~~reducing~~holders ~~the likelihood~~ of ~~derivative~~Class ~~litigation~~A ~~against~~ordinary ~~our~~shares ~~officers and directors, even though such an action,~~ if ~~successful,~~preferred ~~might~~shares ~~otherwise~~are ~~benefit~~issued uswith ~~and~~rights ~~our~~senior ~~shareholders. Furthermore, a shareholder’s investment may be adversely affected~~ to ~~the~~those ~~extent~~afforded ~~we pay the costs of settlement and damage awards against~~ our ~~officers~~Class ~~and~~A ~~directors pursuant~~ordinary ~~to these indemnification provisions.~~shares;

~~The securities~~● could cause a change in ~~which~~control weif ~~invest~~a ~~the~~substantial ~~funds~~number ~~held~~of inClass ~~the~~A ~~trust~~ordinary ~~account~~shares ~~could~~are ~~bear~~issued, awhich ~~negative~~may ~~rate~~affect, ofamong ~~interest~~other things, ~~which~~our ~~could~~ability ~~reduce~~to ~~the~~use ~~value of~~our ~~the~~net ~~assets~~operating ~~held~~loss incarry ~~trust~~forwards, ~~such~~if ~~that~~any, ~~the~~and ~~per-share~~could ~~redemption~~result ~~amount~~in ~~received~~the byresignation ~~Public~~or ~~Shareholders~~removal ~~may~~of beour ~~less~~present ~~than~~officers ~~$10.00~~and ~~per~~directors; ~~share.~~ and

~~The proceeds~~● ~~held~~may inadversely ~~the~~affect ~~trust~~prevailing ~~account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money~~ market ~~funds~~prices ~~meeting~~for ~~certain~~our ~~conditions under Rule 2a-7 under the Investment Company Act~~Units, ~~which~~Class ~~invest~~A ~~only~~ordinary ~~in direct~~shares U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination /or make certain amendments to our fifth amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses)warrants. ~~Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.~~

37Unlike some other similarly structured special purpose acquisition companies, our Initial Shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

IfThe Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other ~~after~~similar wetransactions, ~~distribute~~and subject to further adjustment as provided herein. In the ~~funds~~case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the ~~trust~~number ~~account~~of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to ~~our~~any redemptions of Class A ordinary shares by Public Shareholders), weincluding the ~~file~~total anumber ~~bankruptcy~~of Class A ordinary shares issued, or ~~winding-up~~deemed ~~petition~~issued or anissuable ~~involuntary bankruptcy~~upon conversion or ~~winding-up~~exercise ~~petition~~of isany ~~filed~~equity-linked securities ~~against~~or usrights ~~that~~issued isor ~~not~~deemed ~~dismissed~~issued, aby ~~bankruptcy~~the orCompany ~~insolvency~~in ~~court~~connection ~~may~~with ~~seek~~or in relation to ~~recover~~the ~~such~~consummation of the initial business ~~proceeds~~combination, ~~and~~excluding ~~the~~any ~~members~~Class A ofordinary ~~our~~shares ~~board~~or ofequity-linked ~~directors~~securities ~~may~~exercisable befor ~~viewed~~or asconvertible ~~having~~into ~~breached~~Class A ~~their~~ordinary shares ~~fiduciary~~issued, ~~duties~~or to ~~our~~be ~~creditors~~issued, ~~thereby exposing~~to any seller in the ~~members~~initial ofbusiness combination and any Private Placement Warrants issued to our ~~board~~sponsors, officers ofor directors ~~and~~upon usconversion toof ~~claims~~working capital loans; provided that such conversion of ~~punitive~~Founder ~~damages.~~Shares will never occur on a less than one-for-one basis.

If, after we distribute the funds in the trust account to our Public Shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency 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 our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors.41

~~If, before~~Resources ~~distributing~~could ~~the~~be ~~funds~~wasted in ~~the~~researching ~~trust~~business combinations ~~account~~that toare ~~our~~not ~~Public Shareholders~~completed, wewhich ~~file~~could amaterially ~~bankruptcy~~adversely oraffect ~~winding-up~~subsequent ~~petition~~attempts orto anlocate ~~involuntary bankruptcy~~and acquire or ~~winding-up~~merge ~~petition~~with isanother business. ~~filed~~If ~~against~~we usare ~~that~~unable isto ~~not~~complete ~~dismissed,~~our ~~the~~initial ~~claims~~business ofcombination, ~~creditors~~our inPublic ~~such~~Shareholders ~~proceeding~~ may ~~have~~only ~~priority over~~receive ~~the~~their ~~claims~~pro rata portion of ~~our~~the ~~shareholders~~funds ~~and~~in the ~~per-share~~trust ~~amount~~account that ~~would~~are ~~otherwise~~available befor ~~received~~distribution byto ~~our~~Public ~~shareholders~~Shareholders, inand ~~connection with~~ our ~~liquidation~~warrants ~~may~~will beexpire ~~reduced~~worthless.

~~If, before~~The ~~distributing~~investigation ~~the~~of ~~funds~~each specific intarget business and the ~~trust~~negotiation, ~~account~~drafting toand ~~our~~execution ~~Public~~of ~~Shareholders~~relevant agreements, wedisclosure ~~file~~documents aand ~~bankruptcy~~other orinstruments will ~~winding-up~~require ~~petition~~substantial ormanagement antime ~~involuntary bankruptcy~~and orattention ~~winding-up~~and ~~petition~~substantial iscosts ~~filed~~for ~~against~~accountants, usattorneys, ~~that~~consultants isand others. If we decide not ~~dismissed~~to complete a specific initial business combination, the ~~funds~~costs ~~held~~incurred inup to that point for the ~~trust~~proposed ~~account~~transaction ~~could~~likely would not be ~~subject~~recoverable. Furthermore, if we reach an agreement relating to ~~applicable~~ ~~bankruptcy~~a orspecific ~~insolvency~~target ~~law~~business, ~~and~~we may befail ~~included~~to incomplete our ~~bankruptcy~~initial business ~~estate~~combination ~~and~~for ~~subject~~any number of reasons including those beyond our control. Any such event will result in a loss to us of the ~~claims~~related costs ofincurred ~~third~~which ~~parties~~could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we ~~priority~~are ~~over~~unable ~~the~~to ~~claims~~complete ofour initial business combination, our ~~shareholders.~~Public ToShareholders ~~the~~may ~~extent~~only ~~any~~receive ~~bankruptcy~~their ~~claims~~pro ~~deplete~~rata ~~the~~portion ~~trust~~of ~~account,~~the funds in the ~~per-share~~trust ~~amount~~account that ~~would~~ ~~otherwise~~are beavailable ~~received~~for bydistribution ~~our~~to ~~shareholders~~Public inShareholders, ~~connection~~and ~~with~~ our ~~liquidation~~warrants ~~may~~will beexpire ~~reduced~~worthless.

~~Risks~~We may be a passive foreign investment company, ~~Related~~or “PFIC” or a controlled foreign corporation “CFC,” which could result in adverse United States federal income tax consequences to ~~Our~~U.S. ~~Operations~~investors.

If we are ~~deemed~~a toPFIC befor anany taxable year ~~investment~~(or ~~company~~portion ~~under~~thereof) that is included in the ~~Investment~~holding ~~Company~~period ~~Act~~of a U.S. Holder of our Class A ordinary shares or warrants, wethe U.S. Holder may be ~~required~~subject to ~~institute~~adverse ~~burdensome~~United ~~compliance~~States federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status with respect to a U.S. Holder for our current and subsequent taxable years may depend on whether our business combination is completed during our current taxable year and the timing and structure of the business combination. Accordingly, there can be no assurances with respect to our ~~activities~~status ~~may~~as a PFIC with respect to a U.S. Holder for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be ~~restricted~~determinable until after the end of such taxable year. In addition, if we are treated as a CFC for any taxable year, any U.S. Holder that owns 10% or more (by vote or value) of the equity of the Company for United States federal income tax purposes would be subject to the United States federal income tax rules regarding CFCs rather than the rules regarding PFICs, which also may ~~make~~subject itsuch ~~difficult~~U.S. ~~for~~Holder usto advise United States federal income tax consequences and reporting requirements. Our CFC status with respect to ~~complete~~a U.S. Holder for our ~~initial~~current and subsequent taxable years may depend on whether our business combination. is completed during our current taxable year, and the timing and the structure of the business combination.

If we determine we are ~~deemed~~a PFIC tofor any taxable year (of which there can be anno ~~investment~~assurance), ~~company~~we ~~under~~will endeavor to provide to a U.S. Holder such information as the ~~Investment~~Internal ~~Company~~Revenue ~~Act~~Service (“IRS”) may require, ~~our~~including ~~activities~~a ~~may~~PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be ~~restricted~~no assurance that we will timely provide such required information, ~~including:~~and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC and CFC rules.

●We ~~restrictions~~may onreincorporate ~~the~~in ~~nature~~another ofjurisdiction in connection with our ~~investments;~~initial business combination and such reincorporation may result in taxes imposed on shareholders.

●We ~~restrictions~~may, onin ~~the~~connection ~~issuance~~with our ofinitial ~~securities~~business combination and subject to requisite shareholder approval under the Companies Act, ~~each~~reincorporate ofin the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may ~~make~~require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it ~~difficult~~is ~~for~~a ustax transparent entity. We do not intend to ~~complete~~make ~~our~~any ~~initial~~cash ~~business~~distributions ~~combination.~~to Inshareholders ~~addition,~~to wepay such taxes. Shareholders may ~~have~~be ~~imposed~~subject ~~upon~~to withholding taxes or other taxes with respect to their ownership of us ~~burdensome~~after ~~requirements,~~the ~~including:~~reincorporation.

~~● registration as an investment company;~~42

●After ~~adoption~~our ofinitial business combination, it is possible that a ~~specific~~majority ~~form~~of our directors and officers will live outside the United States and all of ~~corporate~~our ~~structure~~assets will be located outside the United States; ~~and~~therefore, investors may not be able to enforce federal securities laws or their other legal rights.

●It ~~reporting~~is possible that after our initial business combination, ~~record~~a ~~keeping~~majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, ~~voting~~it may be difficult, ~~proxy~~or ~~and~~in ~~disclosure~~some ~~requirements~~cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and ~~other~~criminal ~~rules~~penalties on our directors and ~~regulations~~officers under United States laws.

~~In order~~We ~~not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we~~ are ~~engaged~~dependent ~~primarily~~upon ~~in a business other than investing, reinvesting or trading of securities and that~~ our ~~activities do~~officers ~~not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities~~ and ~~cash items) on an unconsolidated basis. Our business will be to identify and complete~~directors ~~a business combination~~ and ~~thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from~~ their ~~resale.~~loss Wecould doadversely ~~not~~affect ~~plan~~our toability ~~buy unrelated businesses or assets or~~ to ~~be a passive investor~~operate.

38Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~We do~~Our ~~not~~ability ~~believe that our anticipated principal activities will subject us~~ to ~~the~~successfully ~~Investment~~effect ~~Company~~our ~~Act. To this end, the proceeds held~~initial in the trust account may only be 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. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business ~~plan~~combination ~~targeted at acquiring~~ and ~~growing~~to ~~businesses~~be ~~for~~successful ~~the~~thereafter ~~long~~will ~~term~~be ~~(rather~~dependent ~~than~~upon ~~on buying and selling businesses in~~ the ~~manner~~efforts of aour ~~merchant~~key ~~bank or private equity fund)~~personnel, wesome ~~intend to avoid being deemed an “investment company” within the meaning~~ of ~~the~~whom ~~Investment~~may ~~Company~~join ~~Act. An investment in~~ us ~~is not intended for persons who are seeking a return on investments~~ infollowing ~~government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of~~ our initial business combination;. ~~(ii) the~~The ~~redemption~~loss of ~~any~~key ~~Public~~personnel ~~Shares~~could ~~properly submitted~~negatively inimpact ~~connection~~the ~~with~~operations ~~a shareholder vote to amend our fifth amended~~ and ~~restated~~profitability ~~memorandum and articles~~ of ~~association (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, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre~~post-~~initial business~~ combination ~~activity; or (iii) absent an initial~~ business ~~combination by March 11, 2026 our return of the funds held in the trust account to our Public Shareholders as part of our redemption of the Public Shares~~. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~Changes~~ Our ability to ~~laws~~successfully effect orour ~~regulations~~initial orbusiness incombination ~~how~~is ~~such~~dependent ~~laws~~upon orthe ~~regulations~~efforts ~~are~~of ~~interpreted~~our orkey ~~applied,~~personnel. orThe arole ~~failure~~of toour ~~comply~~key ~~with~~personnel ~~any~~in ~~laws~~the target business, ~~regulations~~however, ~~interpretations~~ orcannot ~~applications,~~presently be ascertained. Although some of our key personnel may ~~adversely~~remain ~~affect~~with the target business in senior management or advisory positions following our initial business combination, ~~including~~it ~~our~~is ~~ability~~likely tothat ~~negotiate~~some ~~and~~or ~~complete~~all of the management of the target business will remain in place. While we closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

~~We are~~Our ~~subject~~key topersonnel ~~the~~may ~~laws~~negotiate ~~and regulations, and interpretations and applications of such laws and regulations, of national, regional, state~~employment ~~and~~or ~~local~~consulting ~~governments~~agreements ~~and,~~with ~~potentially,~~a ~~non-U.S.~~target ~~jurisdictions.~~business Inin ~~particular,~~connection ~~we are required to comply~~ with ~~certain~~a ~~SEC~~particular ~~and potentially other legal and regulatory requirements, and our consummation of an initial~~ business combination ~~may be contingent upon our ability to comply with certain laws~~, ~~regulations, interpretations~~ and ~~applications~~a ~~and~~particular ~~any post-~~business combination ~~company~~ may be ~~subject~~conditioned toon ~~additional laws,~~the ~~regulations,~~retention ~~interpretations~~or ~~and~~resignation ~~applications. Compliance with, and monitoring~~ of, ~~the~~such ~~foregoing~~key ~~may be difficult, time consuming and costly~~personnel. ~~Those~~These ~~laws~~agreements ~~and regulations and their interpretation and application~~ may ~~also~~provide ~~change~~for ~~from~~them ~~time~~ to ~~time,~~receive ~~and those changes~~compensation ~~could~~following ~~have a material adverse effect on~~ our ~~business, including our ability to negotiate and complete an~~ initial business combination~~. A~~ ~~failure~~and ~~to comply with applicable laws or regulations,~~ as ~~interpreted and applied, could have~~ a ~~material adverse effect on our business~~result, ~~including~~ ~~our~~may ~~ability~~cause them to ~~negotiate~~have ~~and~~conflicts ~~complete~~of aninterest ~~initial business combination. The SEC has,~~ in ~~the~~determining ~~past~~whether ~~year, adopted certain rules and may, in the future adopt other rules, which may have~~ a ~~material effect on our activities and on our ability to consummate an initial~~particular business combination, ~~including~~is the ~~SPAC~~most ~~Rule Proposals described below~~advantageous.

~~If we~~Our ~~are~~key ~~unable~~personnel may be able to ~~consummate~~remain with our company after the completion of our initial business combination ~~within~~only if they are able to negotiate employment or consulting agreements in connection with the ~~prescribed~~business ~~timeframe,~~combination. ~~our~~Such ~~Public~~negotiations ~~Shareholders~~would ~~may~~take beplace ~~forced~~simultaneously towith the negotiation ~~wait~~of ~~beyond~~the business combination and could provide for such individuals to receive compensation in the ~~prescribed~~form ~~timeframe~~of ~~before~~cash ~~redemption~~payments ~~from~~and/or our ~~trust~~securities for ~~account~~services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

If we are unable to consummate our initial business combination by March 11, 2026, the funds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), 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 fifth 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 Companies Act of the Cayman Islands, as amended (the “Companies Act”). In that case, investors may be forced to wait beyond the prescribed timeframe before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the funds 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 our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete our initial business combination.43

39We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.

When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, ~~shareholders~~therefore, may prove to be ~~held~~incorrect ~~liable~~and ~~for~~such ~~claims~~management bymay ~~third~~lack ~~parties~~the ~~against~~skills, usqualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the ~~extent~~operations and profitability of ~~distributions~~the ~~received~~post-combination bybusiness ~~them~~may ~~upon~~be ~~redemption~~negatively impacted. Accordingly, any shareholders who choose to remain shareholders 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 our 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 or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~If we~~We ~~are~~may ~~forced~~seek toacquisition ~~enter~~opportunities ~~into~~ with an ~~insolvent~~early ~~liquidation,~~stage ~~any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made~~company, wea ~~were~~financially ~~unable~~unstable ~~to pay our debts as they fall due in the ordinary course of~~ business. ~~As a result, a liquidator could seek to recover some~~ or ~~all~~an ~~amounts~~entity ~~received~~lacking byan ~~our~~established ~~shareholders. Furthermore,~~record our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims by paying Public Shareholders from the trust account prior to addressing the claims of ~~creditors.~~revenue ~~We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized~~ or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islandsearnings.

~~Adverse~~To the extent we complete ~~developments~~our ~~affecting~~initial ~~the~~business ~~financial~~combination ~~services~~with ~~industry~~an early stage company, ~~including~~a ~~events~~financially unstable business or ~~concerns~~an ~~involving~~entity ~~liquidity,~~lacking ~~defaults~~an orestablished ~~non-performance~~record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial ~~institutions~~data, ~~could~~volatile ~~adversely~~revenues ~~affect~~or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, ~~financial~~we ~~condition~~may not be able to properly ascertain or ~~results~~assess all of ~~operations~~the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, orsome of these risks may be outside of our ~~prospects.~~control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

The ~~funds~~ inofficers ~~our operating account~~ and ~~our~~directors ~~trust~~of ~~account~~an ~~are held in banks or other financial institutions. Our cash held in non-interest~~acquisition ~~bearing~~candidate ~~and~~may ~~interest-bearing~~resign ~~accounts~~upon ~~would~~completion ~~exceed~~of ~~any~~our ~~applicable~~initial ~~Federal~~business ~~Deposit Insurance Corporation (“FDIC”) insurance limits~~combination. ~~Should~~The ~~events,~~loss including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of ~~these~~a ~~kinds~~business orcombination ~~other~~target’s ~~similar~~key ~~risks, our liquidity may be adversely affected. For example, on~~personnel ~~March 10,~~could ~~2023,~~negatively ~~the~~impact ~~FDIC announced that Silicon Valley Bank had been closed by~~ the ~~California~~operations ~~Department of Financial Protection~~ and ~~Innovation.~~profitability ~~Although~~of ~~we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold~~ our ~~funds~~post-combination ~~will not experience similar issues~~business.

~~In addition,~~The ~~investor~~role ~~concerns~~of ~~regarding~~an ~~the U.S. or international financial systems could result in less favorable commercial financing~~acquisition ~~terms,~~candidate’s ~~including~~key ~~higher~~personnel ~~interest~~upon ~~rates~~the orcompletion ~~costs~~of ~~and~~our ~~tighter~~initial ~~financial~~business ~~and~~combination ~~operating~~cannot ~~covenants,~~be orascertained ~~systemic~~at ~~limitations~~this ontime. ~~access~~Although ~~to credit~~we ~~and~~contemplate ~~liquidity~~that ~~sources,~~certain ~~thereby~~members ~~making~~of itan ~~more~~acquisition ~~difficult~~candidate’s ~~for~~management usteam towill ~~acquire~~remain ~~financing~~associated onwith ~~terms~~the ~~favorable~~acquisition tocandidate following usour ~~in connection with an~~ initial business combination, orit atis ~~all,~~possible ~~and~~that ~~could~~members ~~have~~of ~~material~~the ~~adverse~~management ~~impacts~~of onan ~~our~~acquisition ~~liquidity,~~candidate ~~our~~will ~~business,~~not ~~financial~~wish ~~condition or results~~to ofremain ~~operations,~~in ~~and our prospects~~place.

40Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~Risks~~Our officers and directors ~~Related~~are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our ~~Corporate~~independent ~~Structure~~directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

~~We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.~~ 44

~~In accordance~~Our ~~with~~officers ~~the~~and ~~NYSE~~directors ~~corporate~~presently ~~governance requirements~~have, ~~we are not required to hold an annual general meeting until no later than~~ ~~one year~~and ~~after~~any ~~our~~of ~~first~~them ~~fiscal year~~in ~~end following our listing on~~ the ~~NYSE.~~future ~~There~~may ishave noadditional, ~~requirement~~fiduciary ~~under the Companies Act for us to hold annual~~ or ~~extraordinary~~contractual ~~general~~obligations ~~meetings~~ to ~~appoint~~other ~~directors.~~entities ~~We may not hold an annual general meeting of stockholders to elect new directors prior to the consummation of our initial business combination,~~ and ~~thus we may not be in compliance with Section 302 of the NYSE Listed Company Manual~~, ~~which requires an annual meeting. Until we hold an annual general meeting~~accordingly, ~~Public Shareholders~~ may ~~not~~ behave ~~afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided~~conflicts ~~into three classes with only one class~~ of ~~directors~~interest ~~being appointed~~ in ~~each year~~determining ~~and each class (except for those directors appointed prior~~ to ~~our~~which ~~first~~entity ~~annual general meeting) serving~~ a ~~three-year~~particular ~~term.~~business Inopportunity ~~addition,~~should asbe ~~holders of our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination~~presented.

~~Holders~~Until we consummate our initial business combination, we intend to engage in the business of ~~Class A~~identifying ~~ordinary~~and ~~shares~~combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be ~~permitted~~resolved in our favor and a potential target business may be presented to ~~exercise~~another entity prior to its presentation to us, subject to their ~~warrants~~fiduciary ~~unless~~duties weunder ~~register~~Cayman Islands law. Our fifth amended and ~~qualify~~restated memorandum and articles of association provide that, to the ~~underlying~~fullest ~~Class~~extent permitted by applicable law: (i) Ano individual serving as a director or an officer shall have any duty, except ~~ordinary~~and ~~shares~~to the extent expressly assumed by contract, to refrain from engaging directly or ~~certain~~indirectly ~~exemptions~~in ~~are~~the ~~available.~~same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

IfIn addition, our sponsors, ~~the~~Anchor ~~issuance~~Investor ofand ~~the~~our ~~Class A~~officers ~~ordinary~~and ~~shares~~directors ~~upon~~may ~~exercise~~sponsor ofor ~~the~~form ~~warrants~~other isspecial ~~not~~purpose ~~registered,~~acquisition ~~qualified~~companies orsimilar ~~exempt~~to ~~from~~ours ~~registration~~ or ~~qualification~~may pursue ~~under~~other ~~the~~business ~~Securities~~or ~~Act~~investment ~~and~~ventures ~~applicable~~during ~~state~~the ~~securities~~period ~~laws,~~in ~~holders~~which ofwe ~~warrants~~are ~~will~~seeking ~~not~~an beinitial ~~entitled~~business tocombination. ~~exercise~~ Any such ~~warrants~~companies, businesses ~~and~~or ~~such~~investments ~~warrants~~ may ~~have~~present noadditional ~~value~~conflicts ~~and~~of ~~expire~~interest ~~worthless.~~in Inpursuing ~~such~~an ~~event,~~initial ~~holders~~business ~~who~~combination. ~~acquired~~However, ~~their~~we ~~warrants~~do ~~as part of~~not abelieve ~~purchase~~that ofany ~~Units~~such ~~will~~potential ~~have~~conflicts ~~paid~~would ~~the~~materially ~~full~~affect ~~Unit~~our ~~purchase~~ability ~~price~~to ~~solely~~complete ~~for~~our ~~the~~initial ~~Class A~~business ~~ordinary shares included in the Units~~combination.

~~We are~~Our ~~not registering the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However~~officers, ~~under the terms of the warrant agreement~~directors, wesecurity ~~have~~holders ~~agreed that, as soon as practicable, but in no event later~~and ~~than~~their 15respective ~~business days,~~affiliates ~~after~~may ~~the~~have ~~closing~~competitive ofpecuniary ~~our~~interests ~~initial~~that ~~business~~conflict ~~combination, we will use commercially reasonable efforts to file a registration statement~~ with the SEC covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreementinterests. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

~~If the~~We ~~Class A~~have ~~ordinary~~not ~~shares~~adopted ~~issuable~~a ~~upon~~policy that ~~exercise~~expressly ofprohibits ~~the~~our ~~warrants~~directors, ~~are~~officers, ~~not~~security ~~registered~~holders ~~under~~or ~~the~~affiliates ~~Securities~~from ~~Act,~~having ~~under~~a ~~the~~direct ~~terms~~or indirect pecuniary or financial ofinterest ~~the~~in ~~warrant~~any ~~agreement,~~investment ~~holders~~to be acquired or disposed of ~~warrants~~by ~~who~~us ~~seek~~or toin ~~exercise~~any ~~their~~transaction ~~warrants~~to ~~will~~which ~~not~~we beare ~~permitted~~a toparty door sohave ~~for~~an ~~cash~~interest. ~~and,~~In ~~instead~~fact, ~~will~~we bemay ~~required~~enter tointo doa sobusiness oncombination with a ~~cashless~~target ~~basis~~business that is affiliated with our sponsors, inour ~~which~~directors ~~case~~or ~~the~~officers, ~~number~~although we ofdo ~~Class A~~not ~~ordinary~~intend ~~shares~~to ~~that~~do ~~the~~so. ~~holders~~Nor ofdo ~~warrants will~~we ~~receive~~have ~~upon~~a ~~cashless~~policy ~~exercise~~that ~~will~~expressly beprohibits ~~based~~any onsuch apersons ~~formula~~from ~~subject~~engaging tofor atheir ~~maximum~~own ~~number~~account in business activities of ~~shares~~the ~~equal~~types toconducted 0by us.~~361~~ ~~Class A~~Accordingly, ~~ordinary shares~~such ~~per~~persons ~~warrant~~or ~~(subject~~entities tomay ~~adjustment)~~have a conflict between their interests and ours.

InThe personal and financial nointerests ~~event~~of ~~will~~our ~~warrants~~directors beand ~~exercisable~~officers ~~for~~may ~~cash~~influence ortheir onmotivation in timely identifying and selecting a ~~cashless~~target ~~basis,~~business and wecompleting a ~~will~~business ~~not~~combination. beConsequently, ~~obligated~~our todirectors’ ~~issue~~and ~~any~~officers’ ~~shares~~discretion toin ~~holders~~identifying ~~seeking~~and selecting a suitable target tobusiness ~~exercise~~may ~~their~~result ~~warrants,~~in ~~unless~~a conflict of interest when determining whether the ~~issuance~~terms, conditions and timing of ~~the~~a ~~shares~~particular ~~upon~~business ~~such~~combination are ~~exercise~~appropriate isand ~~registered~~in orour ~~qualified~~shareholders’ ~~under~~best interest. If this were the ~~securities~~case, ~~laws~~ it would be a breach of ~~the~~their ~~state~~fiduciary duties to us as a matter of ~~the~~Cayman ~~exercising~~Islands ~~holder,~~law and we or anour ~~exemption~~shareholders ~~from~~might ~~registration~~have ora ~~qualification~~claim isagainst ~~available~~such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

~~If our~~We Class A ordinary shares, are at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act, we may, atengage ~~our option, not permit holders of warrants who seek to exercise their warrants to do so for cash and, instead, require them to do so on a cashless basis~~ in ~~accordance with Section 3(~~a~~)(9) of~~ ~~the~~business ~~Securities~~combination ~~Act; in the event we so elect, we will not be required~~with toone ~~file~~ or ~~maintain~~more intarget ~~effect~~businesses athat ~~registration~~have ~~statement~~relationships orwith ~~register~~entities orthat ~~qualify~~may ~~the~~be ~~shares~~affiliated ~~underlying~~with ~~the~~our ~~warrants under applicable state securities laws~~sponsors, ~~and in the event we do not so elect~~officers, wedirectors ~~will use our commercially reasonable efforts to register~~ or ~~qualify the shares~~existing ~~underlying~~holders ~~the~~which ~~warrants~~may ~~under~~raise ~~applicable~~potential ~~state~~conflicts ~~securities~~of ~~laws to the extent an exemption is not available~~interest.

41In light of the involvement of our sponsors, officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsors, officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under “Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest.” Such entities may compete with us for business combination opportunities. Our sponsors, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsors, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.45

~~Our ability~~Since ~~to require holders of~~ our ~~warrants~~sponsors, toAnchor ~~exercise~~Investor, ~~such~~officers and ~~warrants~~directors onwill alose ~~cashless~~their ~~basis~~entire ~~after~~investment wein ~~call~~us ~~the~~if ~~warrants~~our ~~for~~initial ~~redemption~~business ~~or if~~combination ~~there~~ is nonot ~~effective~~completed, ~~registration~~a ~~statement~~conflict ~~covering the issuance~~ of ~~Class A~~interest ~~ordinary shares issuable upon exercise of these~~may ~~warrants~~arise ~~will~~in ~~cause~~determining ~~holders~~whether toa ~~receive~~particular ~~fewer~~business ~~Class A~~combination ~~ordinary~~target ~~shares~~is ~~upon~~appropriate ~~their~~for ~~exercise~~our ofinitial ~~the~~business ~~warrants than they would have received had they been able to pay the exercise price of their warrants in cash~~combination.

~~If we~~The ~~call~~sponsors ~~the~~currently ~~warrants for redemption~~own 5,960,000 weFounder ~~will have the option~~Shares, inincluding ~~our sole discretion~~5,662,000 toheld ~~require~~by ~~all~~CIIG ~~holders~~and ~~that~~298,000 ~~wish~~held toby ~~exercise~~Crown ~~warrants to~~PropTech doSponsor, sothe onAnchor aInvestor ~~cashless~~currently ~~basis~~owns 690,000 inFounder ~~certain~~Shares ~~circumstances.~~and Ifthe weinitial ~~choose~~independent todirectors ~~require~~each ~~holders~~received to50,000 ~~exercise~~Founder ~~their~~Shares ~~warrants~~concurrently onwith athe ~~cashless~~Initial ~~basis~~Public orOffering if(an ~~holders~~additional ~~elect~~aggregate to50,000 doFounder soShares ~~when~~held ~~there~~by istwo noof ~~effective~~Crown’s ~~registration~~advisors ~~statement~~and 50,000 ~~the~~Founder ~~number~~Shares ofheld ~~Class A~~by ~~ordinary~~a ~~shares received by~~former adirector). ~~holder~~The ~~upon~~Founder ~~exercise~~Shares will be ~~fewer~~worthless ~~than~~if itwe ~~would~~do ~~have~~not ~~been~~consummate ~~had~~the ~~such~~initial ~~holder~~business ~~exercised his or her warrant for cash~~combination. ~~For example~~CIIG, ifCrown ~~the~~PropTech Sponsor ~~holder~~and isour ~~exercising~~Anchor ~~875~~Investor ~~public~~have ~~warrants~~also atpurchased ~~$11.50~~250,667, ~~per~~3,760,000 ~~share~~and ~~through~~1,002,666 aPrivate ~~cashless~~Placement ~~exercise~~Warrants, ~~when~~respectively ~~the~~(5,013,333 ~~Class A~~in ~~ordinary~~the aggregate). ~~shares~~There ~~have~~will ~~a fair~~be ~~market~~no ~~value~~redemption ofrights ~~$17.50~~or ~~per~~liquidating ~~share~~distributions ~~when~~from ~~there~~the istrust noaccount ~~effective~~with ~~registration~~respect ~~statement,~~to ~~then~~the ~~upon~~Founder ~~the~~Shares or ~~cashless~~Private ~~exercise~~Placement Warrants, ~~the~~which ~~holder~~ will ~~receive~~expire ~~300~~worthless ~~Class A~~if ~~ordinary~~we ~~shares.~~do ~~The~~not ~~holder~~consummate ~~would~~a ~~have~~business ~~received~~combination ~~875~~prior ~~Class A~~to ~~ordinary~~March ~~shares~~11, if2026. ~~the exercise price~~As ~~was~~a ~~paid~~result, inthe ~~cash.~~personal ~~This~~and ~~will~~financial ~~have~~interests ~~the~~of ~~effect~~certain of ~~reducing~~our ~~the~~officers ~~potential~~and ~~upside~~directors, ofdirectly ~~the~~or ~~holder’s~~as ~~investment~~members inof our ~~company~~sponsors, ~~because~~in consummating the ~~warrant~~initial ~~holder~~business ~~will~~combination, ~~hold~~may ainfluence ~~smaller~~their ~~number~~motivation ofin ~~Class A~~identifying ~~ordinary~~and ~~shares~~selecting ~~upon~~ a ~~cashless~~target ~~exercise~~for of the ~~warrants~~initial ~~they~~business ~~hold~~combination.

~~The grant~~We ofmay ~~registration~~issue ~~rights~~additional tonotes ~~our~~or ~~Initial~~other ~~Shareholders~~debt securities, ~~and~~or ~~holders~~otherwise ofincur ~~our~~substantial ~~Private~~debt, ~~Placement Warrants may make it more difficult~~ to complete ~~our~~a ~~initial~~ business combination, ~~and~~which ~~the~~may ~~future~~adversely ~~exercise~~affect ofour ~~such~~leverage ~~rights~~and ~~may~~financial condition ~~adversely~~and ~~affect~~thus ~~the~~negatively ~~market~~impact ~~price~~the value of our ~~Class A ordinary~~shareholders’ ~~shares~~investment in us.

~~Pursuant to~~Although anwe ~~agreement~~have ~~entered~~no ~~into~~commitments as ~~concurrently~~of ~~with~~ the ~~Initial~~date ~~Public~~of ~~Offering,~~this ~~our~~Form 10-K ~~Initial~~to ~~Shareholders~~issue ~~can~~any ~~demand~~additional ~~that~~notes weor ~~register~~other ~~the Class A~~debt ~~ordinary~~securities, ~~shares~~or ~~into~~to ~~which~~otherwise ~~Founder~~incur ~~Shares~~outstanding ~~are convertible~~debt, we ~~holders~~may ofchoose ~~our~~to ~~Private~~incur ~~Placement~~substantial ~~Warrants~~debt ~~and~~to ~~their~~complete ~~permitted transferees~~our ~~can~~initial ~~demand~~business ~~that~~combination. weWe ~~register the Private Placement Warrants~~ and ~~the~~our ~~Class A~~officers ~~ordinary~~have ~~shares~~agreed ~~issuable~~that ~~upon~~we ~~exercise~~will ofnot ~~the~~incur ~~Private~~any ~~Placement~~indebtedness ~~Warrants,~~unless ~~and~~we ~~holders~~have ofobtained ~~securities~~from ~~that~~the ~~may~~lender bea ~~issued~~waiver ~~upon conversion~~ of ~~working~~any ~~capital loans may demand that we register such Units~~right, ~~shares~~title, ~~warrants~~interest or ~~the~~claim ~~Class A ordinary shares issuable upon exercise~~ of ~~such~~any ~~warrants.~~kind Wein ~~will~~or ~~bear~~to the ~~cost~~monies ofheld ~~registering these securities. The registration and availability of such a significant number of securities for trading~~ in the ~~public~~ ~~market~~trust ~~may have an adverse effect on the market price of our Class A ordinary shares~~account. InAs ~~addition~~such, ~~the~~no ~~existence~~issuance of ~~the~~debt ~~registration rights~~will ~~may~~affect ~~make our initial business combination more costly or difficult to conclude. This is because~~ the ~~shareholders~~per-share ofamount ~~the~~available ~~target business may increase the equity stake they seek in the combined entity or ask~~ for ~~more~~redemption ~~cash~~from ~~consideration to offset~~ the ~~negative impact~~trust onaccount. ~~the~~Nevertheless, ~~market price of our Class A ordinary shares that is expected when~~ the ~~ordinary~~incurrence ~~shares owned by our Initial Shareholders, holders~~ of ~~our~~debt ~~Private~~could ~~Placement~~have ~~Warrants~~a orvariety ~~holders~~ of ~~our~~negative ~~working~~effects, ~~capital loans or their respective permitted transferees are registered.~~including:

42● default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

~~Risks Related~~● acceleration of our obligations to ~~Our~~repay ~~Search~~the ~~for~~indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a ~~Business~~waiver ~~Combination~~or renegotiation of that covenant;

~~Past performance~~● by our ~~management~~immediate ~~team,~~payment ~~including~~of ~~investments~~all ~~and~~principal ~~transactions in which they have participated~~ and ~~businesses~~accrued ~~with~~interest, ~~which they~~if ~~have been associated~~any, ~~may~~if ~~not~~the bedebt ~~indicative~~security ofis ~~future~~payable ~~performance~~on ~~of an investment in the company.~~ demand;

~~Any past~~● ~~experience and performance by~~ our ~~management~~inability ~~team and its affiliates and the businesses with which they have been associated, is not a guarantee that we will be able~~ to ~~successfully~~obtain ~~complete~~necessary ~~our~~additional ~~initial~~financing ~~business~~if ~~combination,~~the ~~that~~debt wesecurity ~~will~~contains becovenants ~~able~~restricting ~~to provide positive returns to~~ our ~~shareholders,~~ability ~~or of any results with respect~~ to ~~any~~obtain ~~initial~~such ~~business~~financing ~~combination~~while ~~we may consummate. You should not rely on~~ the ~~historical~~debt ~~experiences~~security ofis our management team or its 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. 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.outstanding;

We rely on the experience and skills of our management team to identify future trends in the industries in which we will consummate our initial business combination and to take advantage of these trends, but there is no guarantee that they will be able to do so to the extent we expect or at all. 46

~~The process~~● ~~of predicting trends, especially in industries developing as fast as the technology-driven real estate industry, is complex and uncertain. While we concentrate~~ our ~~efforts~~inability ~~in identifying businesses that provide technological innovation~~ to ~~the~~pay ~~real~~dividends ~~estate~~on ~~ecosystem,~~ our ~~anticipated~~Class ~~industry~~A ~~trends~~ordinary may not materialize to the extent we expect or at all. In addition, after our initial business combination, we may commit significant resources in anticipation of certain expected industry trends before realizing whether our investments will result in profitable returns. Furthermore, we may not successfully execute our vision because of, among other things, errors in planning or timing, technical hurdles that we fail to overcome in a timely fashion or a lack of appropriate resources. If we are unable to identify and take advantage of future trends in our target industries to the extent we expect or at all, our ability to complete our initial business combination may become limited and our business, financial condition and results of operations will be adversely affected.shares;

~~Changes in~~● ~~the~~using ~~market~~a ~~for~~substantial ~~directors~~portion ~~and~~of ~~officers~~our ~~liability~~cash ~~insurance~~flow ~~could~~to ~~make~~pay itprincipal ~~more~~and ~~difficult~~interest ~~and~~on ~~more~~our ~~expensive~~debt, which will reduce the funds available for usdividends toon ~~negotiate~~our ~~and complete~~Class anA ~~initial~~ordinary ~~business~~shares ~~combination.~~if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

~~The market~~● ~~for~~limitations ~~directors~~on ~~and~~our ~~officers~~flexibility ~~liability~~in ~~insurance~~planning for ~~special~~and ~~purpose~~reacting ~~acquisition~~to ~~companies~~changes ~~has changed~~ in ~~ways adverse to us and~~ our ~~management~~business ~~team. Fewer insurance companies are offering quotes for directors~~ and ~~officers~~in ~~liability coverage,~~ the ~~premiums~~industry ~~charged for~~in ~~such~~which ~~policies~~we ~~have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future.~~operate;

~~The~~ ● increased ~~cost~~vulnerability ~~and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us~~ to ~~negotiate~~adverse ~~and~~changes ~~complete~~in angeneral ~~initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company~~economic, ~~the~~industry ~~post-business combination entity might need to incur greater expense~~ and~~/or accept~~ ~~less~~competitive ~~favorable~~conditions ~~terms. Furthermore, any failure to obtain adequate directors~~ and ~~officers liability insurance could have an~~ adverse ~~impact~~ onchanges ~~the~~in ~~post-business~~government ~~combination’s~~regulation; ~~ability to attract~~ and ~~retain qualified officers and directors.~~

~~In addition,~~● ~~after~~limitations ~~completion~~on ~~of any initial business combination,~~ our ~~directors~~ability ~~and officers could be subject~~ to ~~potential~~borrow ~~liability~~additional ~~from claims~~amounts ~~arising~~for ~~from~~expenses, ~~conduct~~capital ~~alleged~~expenditures, toacquisitions, ~~have~~debt ~~occurred~~service ~~prior to such initial business combination. As a result~~requirements, inexecution ~~order~~of ~~to protect~~ our ~~directors~~ strategy and ~~officers,~~other ~~the~~purposes ~~post-business~~and ~~combination~~other ~~entity~~disadvantages ~~may~~compared ~~need~~ to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ~~ability~~competitors towho ~~consummate~~have anless ~~initial business combination on terms favorable to our investors~~debt.

43We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. Of the net proceeds from the Initial Public Offering and the Private Placement, as of October 31, 2025, up to $5,751,935 will be available to complete our initial business combination.

We may ~~seek~~effectuate our initial business combination ~~opportunities~~with ina ~~industries~~single target business or ~~sectors~~multiple ~~that~~target businesses simultaneously or within a short period of time. However, we may not be ~~outside~~able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our ~~management’s~~initial ~~areas~~business combination with only a single entity, our lack of ~~expertise~~diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

~~We may~~● ~~consider~~solely adependent ~~business~~upon combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the ~~risks~~performance ~~inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all~~ of ~~the significant risk factors. We also cannot assure you that an investment in us will not ultimately prove to be less favorable than~~ a ~~direct~~single ~~investment, if an opportunity were available, in a~~ business ~~combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise~~, ~~our~~property ~~management’s expertise may not be directly applicable to its evaluation~~ or ~~operation~~asset, and the information contained in this Form regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial 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.

~~Although we~~● ~~have~~dependent ~~identified~~upon ~~general~~the ~~criteria~~development ~~and~~or ~~guidelines~~market ~~that~~acceptance weof ~~believe are important in evaluating prospective target businesses, we may enter into our initial business combination with~~ a ~~target~~single ~~that~~or ~~does~~limited ~~not~~number ~~meet~~of ~~such criteria and guidelines~~products, ~~and~~processes asor ~~a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines~~services.

~~Although we~~This ~~have~~lack identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of ~~these positive attributes. If we complete our initial~~diversification ~~business~~may ~~combination~~subject ~~with~~us ato ~~target~~numerous ~~that does not meet some or all of these guidelines~~economic, ~~such~~competitive ~~combination may not be as successful as a combination with a business that does meet all of our general criteria~~ and ~~guidelines.~~regulatory ~~In addition~~risks, ifany weor ~~announce~~all ~~a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number~~ of ~~shareholders may exercise their redemption rights,~~ which may ~~make it difficult for us to meet any closing condition with a target business that requires us to~~ have a ~~minimum~~ ~~net~~substantial ~~worth~~adverse orimpact ~~a certain amount of cash. In addition, if shareholder approval of~~ upon the ~~transaction~~particular isindustry ~~required~~in bywhich ~~law, or~~ we ~~decide to obtain shareholder approval for business or other reasons, it~~ may beoperate ~~more~~subsequent ~~difficult for us~~ to ~~attain shareholder approval of~~ our initial ~~business~~ ~~combination if the target~~ business ~~does not meet our general criteria and guidelines. If we are unable to complete our initial business~~ combination~~, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders (which may be $10~~.~~00 per share or less in certain circumstances), and our warrants will expire worthless.~~

We ~~are~~ ~~not~~may ~~required~~attempt to ~~obtain~~simultaneously ancomplete ~~opinion~~business combinations ~~from~~with anmultiple ~~independent~~prospective ~~investment banking firm or from a valuation or appraisal firm~~targets, ~~and~~which ~~consequently, you~~ may ~~have~~hinder noour ~~assurance~~ability ~~from~~to ancomplete ~~independent~~our ~~source~~initial ~~that~~business ~~the~~combination ~~price~~and wegive ~~are~~rise to ~~paying~~increased ~~for~~costs ~~the~~and ~~business~~risks isthat ~~fair~~could tonegatively impact our ~~shareholders~~operations ~~from~~and ~~a financial point of view~~profitability.

~~Unless~~ If we ~~complete~~determine ~~our~~to ~~initial~~simultaneously acquire ~~business~~several ~~combination~~businesses ~~with~~that anare ~~affiliated~~owned ~~entity~~by ordifferent ~~our~~sellers, ~~board~~we ofwill ~~directors~~need ~~cannot~~for ~~independently~~each ~~determine~~of ~~the~~such ~~fair market~~sellers ~~value~~to ofagree ~~the~~that ~~target~~our ~~business~~purchase orof ~~businesses~~its business ~~(including~~is ~~with~~contingent on the ~~assistance~~simultaneous closings of ~~financial~~the ~~advisors),~~other webusiness ~~are~~combinations, ~~not~~which ~~required~~may tomake ~~obtain an~~it ~~opinion~~more ~~from~~difficult anfor ~~independent~~us, ~~investment~~and ~~banking~~delay our ~~firm~~ability, ~~which~~to iscomplete aour ~~member~~initial ofbusiness ~~FINRA~~combination. orWith ~~from~~multiple abusiness ~~valuation~~combinations, orwe ~~appraisal~~could ~~firm~~also ~~that~~face ~~the~~additional ~~price~~risks, including weadditional ~~are~~burdens ~~paying~~and iscosts ~~fair~~with respect to ~~our~~possible ~~shareholders~~multiple ~~from~~negotiations aand ~~financial~~due ~~point~~diligence ofinvestigations ~~view.~~(if Ifthere noare ~~opinion~~multiple issellers) and ~~obtained,~~the ~~our~~additional ~~shareholders~~risks ~~will~~associated bewith ~~relying on~~ the ~~judgment~~subsequent ofassimilation ~~our board~~ of ~~directors,~~the ~~who~~operations ~~will~~and ~~determine~~services ~~fair~~or ~~market~~products ~~value~~of ~~based~~the onacquired ~~standards~~companies in ~~generally~~a ~~accepted~~single byoperating ~~the financial community~~business. ~~Such~~If ~~standards~~we ~~used~~are ~~will~~unable beto ~~disclosed~~adequately inaddress ~~our~~these ~~proxy materials or tender offer documents~~risks, asit ~~applicable,~~could ~~related~~negatively toimpact our ~~initial~~profitability and results ~~business~~of ~~combination~~operations.

4447

We may ~~issue~~attempt ~~additional Class A ordinary shares (including pursuant~~ to ~~an agreement with our Anchor Investor) or preferred shares to~~ complete our initial business combination orwith ~~under~~a anprivate ~~employee~~company ~~incentive~~about ~~plan~~which ~~after~~little ~~completion~~information ofis ~~our~~available, ~~initial~~which ~~business combination. We~~ may ~~also~~result ~~issue~~in ~~Class A ordinary shares upon the conversion of the Founder Shares at~~ a ~~ratio greater than one-to-one at the time of our initial~~ business combination aswith a ~~result~~company that ofis ~~the~~not ~~anti-dilution~~as ~~provisions~~profitable ~~contained~~as ~~therein.~~we ~~Any~~suspected, ~~such~~if ~~issuances~~at ~~would dilute the interest of our shareholders and likely present other risks~~all.

~~Our fifth~~In ~~amended~~pursuing ~~and~~our ~~restated~~business combination ~~memorandum~~strategy, ~~and~~we ~~articles~~may ofseek ~~association authorize the issuance of up~~ to ~~200,000,000~~effectuate ~~Class A~~our ~~ordinary~~initial ~~shares, par~~business ~~value~~combination ~~$0.0001~~with ~~per~~a ~~share,~~privately ~~20,000,000~~held ~~Class B ordinary shares, par value $0~~company.~~0001~~ ~~per~~Very ~~share,~~little ~~and~~public ~~1,000,000 preferred shares, par~~information ~~value~~generally ~~$0.0001~~exists ~~per~~about ~~share.~~private ~~As of August 28~~companies, ~~2025, there were 199,508,194~~ and ~~13,100,000~~we ~~authorized~~could ~~but~~be ~~unissued~~required ~~Class A~~to ~~ordinary~~make ~~shares and~~our ~~Class B~~decision ~~ordinary~~on ~~shares,~~whether ~~respectively,~~to ~~available~~pursue ~~for~~a ~~issuance~~potential ~~which~~initial ~~amount~~business combination ~~does~~on ~~not~~the ~~take~~basis ~~into account shares reserved for issuance upon exercise~~ of ~~outstanding~~limited ~~warrants~~information, orwhich ~~shares~~may ~~issuable~~result ~~upon~~in ~~conversion~~a ~~of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial~~ business combination, ~~initially~~with at a ~~one-for-one~~company ~~ratio~~that ~~but~~is ~~subject~~not ~~to adjustment~~ as ~~set~~profitable ~~forth herein and in our fifth amended~~as ~~and restated memorandum and articles of association, including in certain circumstances in which~~ we ~~issue Class A ordinary shares or equity-linked securities related to our initial business combination. As of August 28~~suspected, ~~2025,~~if ~~there~~at ~~were no preferred shares issued and outstanding~~all.

~~We may~~As ~~issue~~the ~~a substantial~~ number of ~~additional~~special ~~Class A~~purpose ~~ordinary shares or preferred shares to complete our initial business combination~~acquisition orcompanies ~~under an employee incentive plan after completion of our initial business combination. For example~~increases, wethere ~~granted~~may ~~our~~be ~~Anchor~~more ~~Investor the~~competition ~~option, but not the obligation,~~ to ~~purchase~~find upan toattractive ~~30%~~target ~~of our Class A ordinary shares,~~ for aan ~~purchase price of $10.00 per Class A ordinary share, in any financing transaction we may conduct in connection with our~~ initial business combination. WeThis ~~may~~could ~~also issue Class A~~increase ~~ordinary shares upon conversion of~~ the ~~Class B~~costs ~~ordinary~~associated ~~shares~~with atcompleting ~~a ratio greater than one-to-one at the time of~~ our initial business combination asand amay result ofin ~~the anti-dilution provisions as set forth therein. However,~~ our ~~fifth~~inability ~~amended and restated memorandum and articles of association provide, among other things, that prior~~ to ~~our~~find ~~initial~~a ~~business~~suitable ~~combination,~~target wefor ~~may not issue additional shares~~our ~~that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any~~ initial business combination. ~~These~~ provisions of our fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares:

●In recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many companies have entered into business combinations with special purpose acquisition companies, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many additional special purpose acquisition companies currently in registration. As a result, at times, fewer attractive targets may ~~significantly~~be ~~dilute~~available, ~~the~~and ~~equity~~it ~~interest~~may ofrequire ~~our~~more ~~shareholders;~~time, effort and resources to identify a suitable target for an initial business combination.

●In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may ~~subordinate~~increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, including between the ~~rights~~U.S. ofand ~~holders~~China ofand ~~Class~~between ARussia ~~ordinary~~and ~~shares~~Ukraine, ifor ~~preferred~~increases ~~shares~~in ~~are~~the ~~issued~~cost ~~with~~of ~~rights~~additional ~~senior~~capital needed to close ~~those~~business ~~afforded~~combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ~~Class~~ability Ato ~~ordinary~~find ~~shares;~~a suitable target for and/or complete our initial business combination.

●If ~~could~~we ~~cause~~were adeemed ~~change~~to inbe ~~control~~an ifinvestment acompany for ~~substantial~~purposes ~~number~~ of ~~Class~~the AInvestment ~~ordinary~~Company ~~shares are issued~~Act, ~~which~~we may ~~affect,~~be ~~among~~forced ~~other~~to ~~things,~~abandon our ~~ability~~efforts to ~~use~~complete ~~our~~an ~~net~~initial ~~operating~~business ~~loss~~combination ~~carry~~and ~~forwards,~~instead be ifrequired ~~any,~~to liquidate and ~~could~~dissolve ~~result in~~ the ~~resignation~~Company. ~~or removal of our present officers and directors; and~~

●As ~~may~~described ~~adversely~~above, ~~affect~~the ~~prevailing~~SPAC Rules ~~market~~and ~~prices~~the ~~for~~SEC’s adopting release with respect to the SPAC Rules provided guidance describing the extent to which SPACs could become subject to the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our ~~Units~~facts and circumstances change over time, ~~Class~~we Awill ~~ordinary~~update ~~shares~~our ~~and/or~~disclosure ~~warrants~~to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

~~Unlike~~If we were deemed to be an ~~some~~investment ~~other~~company ~~similarly~~for ~~structured~~purposes ~~special~~of ~~purpose~~the ~~acquisition~~Investment ~~companies~~Company Act, we may have to change our ~~Initial~~operations, ~~Shareholders~~might ~~will~~be ~~receive~~forced ~~additional~~to ~~Class A~~abandon our efforts ~~ordinary~~to ~~shares~~complete ifan initial business combination and instead be required to liquidate the Company. If we ~~issue~~are ~~certain~~required to liquidate the Company, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire worthless. If we are required to ~~consummate~~register as an investment company under the Investment Company Act our activities may be restricted, including restrictions on the nature of our investments and restrictions on the issuance of securities, each of which may make it difficult to complete our initial business combination. We may also have imposed upon us burdensome requirements including registration as an investment company, adoption of a specific form of corporate structure and reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to our sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.48

45The funds in the trust account have, since our Initial Public Offering, been invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. As of October 31, 2025, amounts held in trust account included approximately $833,875 of accrued interest. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, we may, in our discretion, on or prior to, March 11, 2026, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the trust account, to liquidate the U.S. government securities or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (i.e., in one or more bank accounts) until the earlier of the consummation of an initial business combination or our liquidation. Following such a liquidation of the assets in our trust account, we would likely receive minimal interest, if any, on the funds held in the trust account, which would reduce the dollar amount our public shareholders would otherwise receive upon any redemption or liquidation of the Company if the assets in the trust account had remained in U.S. government securities or money market funds. This means that the amount available for redemption may not increase in the future.

~~Resources~~Additionally, the longer ~~could~~that bethe ~~wasted~~funds in ~~researching~~the ~~business~~trust ~~combinations~~account ~~that~~ are ~~not~~held ~~completed,~~in ~~which~~short-term ~~could~~U.S. ~~materially~~government ~~adversely~~securities ~~affect~~or ~~subsequent~~in ~~attempts~~money market funds invested exclusively in tosuch ~~locate~~securities, ~~and~~there ~~acquire~~is ora ~~merge~~greater ~~with~~risk ~~another~~that ~~business~~we may be considered an unregistered investment company. IfFor weso long as the funds in the trust account are ~~unable~~held toin ~~complete~~short-term ~~our~~U.S. ~~initial~~government ~~business~~securities ~~combination,~~or ~~our~~in ~~Public~~money ~~Shareholders~~market funds invested exclusively in such securities, the risk that we may ~~only~~be ~~receive~~considered ~~their~~an ~~pro~~unregistered ~~rata~~investment ~~portion~~company and required to liquidate is greater than that of ~~the~~a special purpose acquisition company that has elected to liquidate such investments and to hold all funds in ~~the~~its trust account ~~that~~in ~~are~~cash ~~available~~(i.e., ~~for~~in ~~distribution~~one or more bank accounts). Accordingly, we may determine, in our discretion, to ~~Public~~liquidate ~~Shareholders~~the securities held in the trust account at any time, and instead hold all funds in the trust account in cash, which would further reduce the dollar amount our ~~warrants~~public ~~will~~shareholders ~~expire~~would ~~worthless.~~receive upon any redemption or our liquidation.

~~The investigation~~We ofare ~~each~~aware ~~specific~~of ~~target~~litigation claiming ~~business~~that ~~and~~certain ~~the~~SPACs ~~negotiation,~~should ~~drafting~~be ~~and~~considered ~~execution~~investment ofcompanies. ~~relevant~~Although ~~agreements,~~we ~~disclosure~~believe ~~documents and~~that ~~other~~these ~~instruments~~claims ~~will~~are ~~require~~without ~~substantial~~merit, ~~management~~we ~~time~~cannot guarantee ~~and~~that ~~attention~~we ~~and~~will ~~substantial~~not ~~costs~~be ~~for~~deemed ~~accountants,~~to ~~attorneys,~~be ~~consultants and~~an ~~others.~~investment Ifcompany weand ~~decide~~thus ~~not~~subject to ~~complete~~the aInvestment ~~specific~~Company ~~initial~~Act. ~~business~~Notwithstanding ~~combination,~~our ~~the~~investment activities ~~costs~~or ~~incurred~~the upmitigation tomeasures ~~that~~included ~~point~~herein, ~~for~~we ~~the~~could ~~proposed transaction~~still ~~likely~~be ~~would~~deemed ~~not~~to be ~~recoverable.~~or ~~Furthermore,~~have ifbeen ~~we reach~~ an ~~agreement~~investment ~~relating~~company toat aany ~~specific~~time ~~target~~since our ~~business,~~inception. If we ~~may~~are ~~fail~~ deemed to ~~complete~~be ~~our~~subject ~~initial~~to ~~business~~the ~~combination~~Investment ~~for~~Company ~~any~~Act, ~~number~~compliance ofwith ~~reasons~~these ~~including~~additional ~~those~~regulatory ~~beyond~~burdens ~~our~~would require ~~control.~~additional ~~Any~~expenses ~~such~~for ~~event~~which ~~will~~we ~~result in~~have anot ~~loss~~allotted tofunds usand ofmay ~~the~~hinder ~~related~~our ~~costs~~ability ~~incurred~~to ~~which~~complete ~~could~~an ~~materially~~initial ~~adversely~~business ~~affect~~combination or ~~subsequent~~may ~~attempts~~result toin ~~locate~~our ~~and~~winding ~~acquire~~down orour ~~merge with~~operations ~~another~~and ~~business~~our liquidation. If we are unable to complete our initial business combination, our public ~~Public~~shareholders ~~Shareholders~~ may ~~only~~ receive ~~their pro~~only ~~rata~~approximately ~~portion~~$11.70 (as of ~~the~~October ~~funds~~31, in2025) on the liquidation of our trust account, ~~that~~and ~~are~~our ~~available~~public shareholders ~~for~~would ~~distribution~~also tolose ~~Public~~the ~~Shareholders,~~possibility ~~and~~of ~~our~~an ~~warrants~~investment ~~will expire~~opportunity ~~worthless~~in a target company.

We Our management may not be able to maintain control of a ~~passive~~target ~~foreign~~business ~~investment~~after ~~company~~our initial business combination. We cannot provide assurance that, orupon ~~“PFIC~~loss of control of a target business,” ~~which~~new ~~could~~management ~~result~~will inpossess ~~adverse~~the ~~United~~skills, ~~States~~qualifications ~~federal~~or ~~income~~abilities ~~tax~~necessary ~~consequences~~ to ~~U.S.~~profitably ~~investors~~operate such business.

~~If we~~We ~~are~~may astructure ~~PFIC~~our ~~for~~initial business ~~any~~combination ~~taxable year~~so ~~(or~~that ~~portion~~the ~~thereof)~~post-transaction ~~that~~company isin ~~included~~which inour ~~the~~Public ~~holding~~Shareholders ~~period~~own ofshares aless ~~U.S.~~than ~~Holder~~100% of ~~our~~the ~~Class A~~equity interests ~~ordinary~~or ~~shares~~assets orof ~~warrants,~~a ~~the~~target ~~U.S.~~business, ~~Holder~~but ~~may~~we bewill ~~subject~~only tocomplete ~~adverse~~such ~~United~~business ~~States~~combination ~~federal~~if ~~income~~the ~~tax~~post-transaction ~~consequences~~company ~~and~~owns ~~may~~or beacquires ~~subject~~50% toor ~~additional~~more ~~reporting~~of ~~requirements.~~the ~~Our~~issued ~~PFIC~~and ~~status~~outstanding ~~for~~voting ~~our~~securities ~~current~~of ~~and~~the ~~subsequent~~target ~~taxable years~~or ~~may~~otherwise ~~depend~~acquires ona ~~whether~~controlling weinterest ~~qualify for~~in the ~~PFIC.~~target ~~Depending~~sufficient for onus ~~the~~not ~~particular~~to ~~circumstances,~~be ~~the~~required ~~application~~to ofregister ~~the~~as ~~start-up~~an ~~exception~~investment ~~may~~company beunder ~~subject~~the toInvestment ~~uncertainty,~~Company ~~and there~~Act. ~~cannot~~We bewill ~~any~~not ~~assurance~~consider any transaction that wedoes ~~will~~not ~~qualify~~meet ~~for~~such criteria. Even if the ~~start~~post-uptransaction ~~exception.~~company ~~Accordingly,~~owns ~~there~~50% ~~can~~or bemore noof ~~assurances~~the ~~with~~voting ~~respect~~securities ~~to our~~of ~~status~~the astarget, aour ~~PFIC~~shareholders prior ~~for~~to ~~our~~the ~~current~~business ~~taxable year~~combination ormay ~~any~~collectively ~~subsequent~~own ~~taxable year.~~a ~~Our~~minority ~~actual~~interest ~~PFIC~~in ~~status~~the ~~for~~post ~~any~~business ~~taxable year~~combination company, ~~moreover,~~ ~~will~~depending ~~not~~on bevaluations ascribed ~~determinable~~to ~~until~~the ~~after~~target ~~the~~and ~~end~~us ofin ~~such~~the ~~taxable year~~business combination. IfFor example, we ~~determine~~could pursue a transaction in which we ~~are~~issue a ~~PFIC~~substantial number ~~for~~of ~~any~~new ~~taxable~~Class ~~year (~~A ordinary shares in exchange for all of ~~which~~the ~~there~~outstanding ~~can~~capital bestock, noshares ~~assurance)~~or other equity interests of a target. In this case, we ~~will~~would ~~endeavor~~acquire toa ~~provide~~100% tointerest ain Uthe target.S. ~~Holder~~However, ~~such~~as ~~information~~a asresult of the ~~Internal~~issuance ~~Revenue~~of ~~Service~~a ~~(“IRS”)~~substantial number of ~~may~~new ~~require~~Class A ordinary shares, ~~including~~our ashareholders ~~PFIC~~immediately ~~annual~~prior ~~information~~to ~~statement,~~such intransaction ~~order~~could toown ~~enable~~less ~~the~~than ~~U.S.~~a ~~Holder~~majority toof ~~make~~our issued and ~~maintain~~outstanding aClass A ~~“qualified electing~~ordinary ~~fund”~~shares ~~election,~~subsequent ~~but~~to ~~there~~such ~~can~~transaction. beIn noaddition, ~~assurance~~other ~~that~~minority weshareholders ~~will~~may ~~timely~~subsequently combine ~~provide~~their ~~such~~holdings ~~required~~resulting ~~information,~~in ~~and~~a ~~such~~single ~~election would~~person beor ~~unavailable~~group ~~with~~obtaining ~~respect~~a tolarger ~~our~~share ~~warrants~~of inthe ~~all~~company’s ~~cases.~~shares Wethan ~~urge~~we Uinitially acquired.S. ~~investors~~Accordingly, tothis ~~consult~~may ~~their~~make ~~own~~it ~~tax~~more ~~advisors~~likely ~~regarding~~that ~~the possible~~our ~~application~~management will not be able to maintain control of the ~~PFIC~~target ~~rules~~business.

~~We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.~~ 49

We ~~may,~~ indo ~~connection~~not ~~with~~have ~~our~~a ~~initial~~specified ~~business~~maximum ~~combination and subject to requisite shareholder approval under the Companies Act, reincorporate~~redemption ~~in the jurisdiction in which the target company or business is located or in another jurisdiction~~threshold. The ~~transaction~~absence ~~may~~of ~~require~~such a ~~shareholder to~~redemption ~~recognize~~threshold ~~taxable~~may ~~income~~make init ~~the~~possible ~~jurisdiction~~for inus ~~which~~to ~~the~~complete ~~shareholder~~our isinitial abusiness ~~tax~~combination ~~resident~~with ~~or in~~ which ~~its members are resident if it~~ is a ~~tax~~substantial ~~transparent~~majority ~~entity.~~of Weour shareholders do not ~~intend to make any cash distributions to shareholders to pay such taxes~~agree. ~~Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.~~

46Our fifth amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~After our~~Changes ~~initial~~in ~~business~~international ~~combination~~trade policies, ittariffs and istreaties ~~possible~~affecting ~~that~~imports ~~a majority of our directors~~ and ~~officers~~exports ~~will~~may ~~live~~have ~~outside~~a ~~the~~material ~~United~~adverse ~~States~~effect ~~and all~~on of our ~~assets~~search ~~will~~for bean ~~located~~initial ~~outside~~business ~~the~~combination ~~United~~target or ~~States;~~the ~~therefore,~~performance ~~investors~~or ~~may~~business ~~not~~prospects beof ~~able~~a topost-business ~~enforce~~combination ~~federal securities laws or their other legal rights~~company.

~~It is~~There ~~possible~~have ~~that~~recently ~~after~~been ~~our~~significant ~~initial~~changes ~~business~~to international ~~combination,~~trade apolicies ~~majority of our directors~~ and ~~officers~~tariffs ~~will~~affecting ~~reside~~imports ~~outside of the United States~~ and ~~all of our assets will be located outside of the United States~~exports. AsAny asignificant ~~result,~~increases itin ~~may~~tariffs beon ~~difficult,~~goods or inmaterials ~~some cases not possible,~~or ~~for~~other ~~investors~~changes in ~~the~~trade ~~United~~policy ~~States~~could tonegatively ~~enforce~~affect ~~their legal rights, to effect service of process upon all of~~ our ~~directors~~ability ~~or officers or~~ to ~~enforce~~complete ~~judgments of United States courts predicated upon civil liabilities and criminal penalties on~~ our ~~directors~~initial ~~and~~business ~~officers under United States laws~~combination.

WeRecently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the tariffs announced by the U.S., other countries have imposed, are ~~dependent~~considering imposing, ~~upon~~and ~~our~~may ~~officers~~in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and ~~directors~~other countries with respect to trade policies, taxes, government regulations and ~~their~~tariffs ~~loss~~and ~~could~~we ~~adversely~~cannot ~~affect~~predict ~~our~~whether, ~~ability~~and to ~~operate.~~what extent, current tariffs will continue or trade policies will change in the future.

~~Our operations~~Tariffs, ~~are~~or ~~dependent~~the ~~upon~~threat aof ~~relatively~~tariffs ~~small~~or ~~group~~increased tariffs, ofcould ~~individuals~~have ~~and,~~a insignificant ~~particular,~~negative ~~our~~impact ~~officers~~on ~~and~~certain ~~directors.~~businesses We(either ~~believe~~due ~~that our~~to ~~success~~domestic ~~depends~~businesses’ reliance on ~~the~~imported goods ~~continued~~or ~~service~~dependence ofon ~~our~~access ~~officers~~to ~~and~~foreign ~~directors~~markets, ator ~~least~~foreign ~~until~~businesses’ wereliance ~~have~~on ~~completed~~sales ~~our~~into ~~initial~~the ~~business~~United ~~combination~~States). In addition, retaliatory ~~our~~tariffs ~~officers~~could ~~and~~have ~~directors~~a ~~are~~significant ~~not~~negative ~~required~~impact toon ~~commit~~foreign ~~any~~businesses ~~specified~~that ~~amount~~rely ofon ~~time~~imports tofrom ~~our~~the ~~affairs~~United ~~and~~States, ~~accordingly,~~and ~~will~~domestic ~~have~~businesses ~~conflicts~~that ofrely ~~interest~~on inexporting ~~allocating~~goods ~~their~~internationally. ~~time~~These ~~among~~tariffs ~~various~~and ~~business~~threats ~~activities,~~of ~~including~~tariffs ~~identifying~~and other potential ~~business~~trade ~~combinations~~policy changes ~~and~~could ~~monitoring~~negatively affect the ~~related~~attractiveness ~~due~~of ~~diligence.~~certain Weinitial dobusiness ~~not~~combination ~~have~~targets, anor ~~employment~~lead ~~agreement~~to ~~with~~material adverse effects on a post-business combination company. Among other things, historical financial performance of companies affected by trade policies and/or ~~key-man~~tariffs ~~insurance~~may onnot provide useful guidance as to the ~~life~~future performance of such companies, ~~any~~because future financial performance of ~~our~~those companies may be ~~directors~~materially affected by new U.S. tariffs or ~~officers~~foreign retaliatory tariffs, or other changes to trade policies. The ~~unexpected~~business ~~loss~~prospects of a ~~the~~particular ~~services~~target offor ~~one~~a orbusiness ~~more~~combination ofcould ~~our~~

Filing Compare · Crown PropTech Acquisitions