{"url_path":"/sec/cptkw/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1827899/0001213900-26-059855-index.html","accession_number":"0001213900-26-059855","cik":"0001827899","ticker":"CPTKW","issuer_name":"Crown PropTech Acquisitions","edgar_url":"https://www.sec.gov/Archives/edgar/data/1827899/0001213900-26-059855-index.html","primary_entity_key":"0001827899","primary_entity_name":"Crown PropTech Acquisitions"},"word_count":621,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\n**Amendment No. 2 to Business Combination\nAgreement**\n\n \n\nAs previously disclosed, on\nJuly 2, 2025, Crown PropTech Acquisitions, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“SPAC”),\nentered into a business combination agreement (as amended on February 13, 2026, by Amendment No. 1 thereto, the “Business Combination\nAgreement”) with Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), a company organized under the laws of the British\nVirgin Islands (“MKAR”, and from and after the Closing, “PubCo”), and a direct, wholly owned subsidiary of Mkango\nResources Ltd., a company organized under the laws of British Columbia, Canada (“Mkango” or the “Selling Shareholder”),\nMkango Polska s.p. Z.o.o., a company organized under the laws of Poland and a direct, wholly owned subsidiary of Selling Shareholder (“MKA\nPoland” and, together with MKAR, the “Companies” and, each, a “Company”), and Mkango (Cayman) Limited, an\nexempted company limited by shares incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of MKAR. Capitalized\nterms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement, as amended by Amendment No. 1 thereto, copies of which were filed by SPAC with the Securities and Exchange Commission (“SEC”) as Exhibit\n2.1 to the Current Reports on Form 8-K filed on July 3, 2025, and February 17, 2026, respectively.\n\n \n\nOn May 20, 2026, SPAC and\nMKAR entered into Amendment No. 2 to the Business Combination Agreement (“Amendment No. 2”) to, among other things, amend\ncertain definitions and provisions relating to the Exchange Ratio and share issuances by MKAR prior to the Closing, and to set forth the settlement of intercompany indebtedness through a debt-to-equity exchange\nby Mkango and MKAR as a condition\nto the Closing.\n\n \n\nThis Current Report on Form\n8-K (this “Current Report”) provides a summary of Amendment No. 2. Such description does not purport to be complete and is\nqualified in its entirety by the terms and conditions of Amendment No. 2, a copy of which is filed as Exhibit 2.1 to this Current Report\nand is incorporated by reference into this Current Report. To the extent not specifically amended by Amendment No. 2, all provisions of\nthe Business Combination Agreement remain in full force and effect.\n\n \n\n**Registration Rights and Lock-Up Agreement**\n\n \n\nAs previously disclosed, at\nClosing, PubCo, SPAC, the Sponsors, and certain shareholders of SPAC and MKAR (such SPAC and MKAR shareholders, together with the Sponsors,\nthe “Holders”) will enter into a Registration Rights and Lock-Up Agreement (the “Registration Rights and Lock-Up Agreement”),\npursuant to which PubCo will grant the Holders certain registration rights with respect to their securities.\n\n \n\nIn connection with the execution\nof Amendment No. 2, SPAC and MKAR agreed to amend and restate the form of Registration Rights and Lock-Up Agreement to be entered into\nat Closing to, among other things, amend certain definitions, grant the Selling Shareholder certain rights to include for resale an allotted\nnumber of its Company Shares in any subsequent registered offering\nof Company Shares, and exclude certain SPAC Class B Ordinary Shares to be transferred by the Sponsors pursuant to certain previously disclosed\nnon-redemption agreements to unaffiliated third parties at Closing from certain transfer restrictions during the Lock-Up Period (as defined\nin the Registration Rights and Lock-Up Agreement).\n\n \n\nThe foregoing description\nof the form of Registration Rights and Lock-Up Agreement is qualified in its entirety by reference to the full text of the form of Registration\nRights and Lock-Up Agreement, a copy of which is included as Exhibit F to Amendment No. 2, a copy of which is filed as Exhibit 2.1 to\nthis Current Report and is incorporated by reference into this Current Report.\n\n \n\n1"}