{"url_path":"/sec/cptkw/8-k/2026-05-21/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation","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":1796,"has_tables":true,"body_markdown":"**Item 7.01 Regulation\nFD Disclosure.**\n\n \n\nOn\nMay 21, 2026, SPAC and MKAR issued a joint press release announcing the public filing by MKAR of a registration statement on Form F-4\nwith the SEC relating to the proposed Business Combination and certain other transactions contemplated under the Business Combination\nAgreement. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein.\n\n  \n\nThe\nforegoing (including Exhibit 99.1) and the information set forth therein are being furnished pursuant to Item 7.01 and shall not be deemed\nto be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise\nbe subject to the liabilities of that section, nor shall they be deemed to be incorporated by reference in any filing under the Securities\nAct of 1933, as amended, or the Exchange Act.\n\n** **\n\n**Additional Information\nand Where to Find It**\n\n** **\n\nIn\nconnection with the proposed Business Combination, MKAR and SPAC have filed a registration statement on Form F-4 (the “Registration\nStatement”) with the SEC, including a preliminary proxy statement of SPAC and a preliminary prospectus of MKAR with respect to the\nsecurities to be offered in the proposed Business Combination, a copy of which will also be filed under Mkango’s profile on SEDAR+.\nAfter the Registration Statement is declared effective, SPAC will mail a definitive proxy statement/prospectus to its shareholders as\nof a record date to be established for voting on the proposed Business Combination. SPAC urges investors and other interested persons\nto read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain\nimportant information about the proposed Business Combination. Such persons can also read SPAC’s filings with the SEC for a description\nof the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions\ndescribed herein. The proxy statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site at www.sec.gov\nand under Mkango’s profile on SEDAR+ at www.sedarplus.ca/landingpage/ or by accessing the SEDAR+ filings through Mkango’s\nwebsite at www.mkango.ca. In addition, the documents filed by SPAC may be obtained free of charge by directing a request to Michael Minnick,\nChief Executive Officer, 40 West 57th Street, 29th Floor New York, NY, or by telephone at (212) 796-4796. \n\n \n\n**Participants in the\nSolicitation**\n\n** **\n\nMKAR\nand SPAC and their respective directors, executive officers and other members of their management and employees, under SEC rules, may\nbe deemed to be participants in the solicitation of proxies of SPAC’s shareholders in connection with the proposed Business Combination.\nInvestors and security holders may obtain more detailed information regarding the names, affiliations and interests of SPAC’s directors\nand officers in SPAC’s SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation\nof proxies to SPAC’s shareholders in connection with the proposed Business Combination will be set forth in the proxy statement/prospectus\nfor the proposed Business Combination when available. Information concerning the interests of MKAR’s and SPAC’s participants\nin the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth\nin the proxy statement/prospectus relating to the proposed Business Combination when it becomes available.\n\n \n\n2\n\n \n\n \n\n**Forward-Looking Statements **\n\n \n\nAll\nstatements other than statements of historical facts contained in this Current Report, including statements regarding PubCo’s future\nfinancial position, results of operations, business strategy, and plans and objectives of their management team for future operations,\nare forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances,\nincluding any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements\nby words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,”\n“anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,”\n“may,” “target,” “should,” “will,” “would,” “will be,” “will\ncontinue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events\nor trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.\nForward-looking statements include, without limitation, SPAC, MKAR or their respective management teams’ expectations concerning\nthe ability of MKAR to utilize certain projection development financing from the U.S. Development Finance Corporation (the “DFC”)\nto advance its activities, the provision of additional funding by the DFC, the outlook for their or PubCo’s business, productivity,\nplans, goals for future operational improvements, capital investments, operational performance, future market conditions, economic performance,\ndevelopments in the capital and credit markets, expected future financial performance, capital expenditure plans and timeline, mineral\nreserve and resource estimates, production and other operating results, productivity improvements, expected net proceeds, expected additional\nfunding, the percentage of redemptions of SPAC’s public shareholders, growth prospects and outlook of PubCo’s operations,\nindividually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations\nof certain of PubCo’s projects, future listing of PubCo on Nasdaq, as well as any information concerning possible or assumed future\nresults of operations of PubCo. Forward-looking statements also include statements regarding the expected benefits of the proposed Business\nCombination. The forward-looking statements are based on the current expectations of the respective management teams of SPAC and MKAR,\nas applicable, and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance\nthat future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties\nor other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these\nforward-looking statements. These risks and uncertainties include, but are not limited to, (i) the risk that the proposed Business Combination\nmay not be completed in a timely manner or at all, which may adversely affect the price of SPAC’s or PubCo’s securities, (ii)\nthe risk that the proposed Business Combination may not be completed by SPAC’s business combination deadline, or at all, and the\npotential failure to obtain an extension of the business combination deadline if sought by SPAC or MKAR, (iii) the failure to satisfy\nthe conditions to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement\nby Mkango, the shareholders of SPAC and the TSX-V, the satisfaction of the minimum cash amount following redemptions by SPAC’s public\nshareholders and the receipt of certain governmental and regulatory approvals, (iv) market risks, including the price of rare earth materials,\n(v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement,\n(vi) the effect of the announcement or pendency of the proposed Business Combination on SPAC’s or MKAR’s business relationships,\nperformance, and business generally, (vii) the outcome of any legal proceedings that may be instituted against SPAC or PubCo related to\nthe Business Combination Agreement or the proposed Business Combination, (viii) failure to realize the anticipated benefits of the proposed\nBusiness Combination, (ix) the inability to effect and maintain the quotation of SPAC’s securities on the OTC Markets or the inability\nof MKAR to meet the listing requirements of the Nasdaq Stock Market, or if listed, the inability of PubCo to maintain the listing of its\nsecurities on the Nasdaq Stock Market, (x) the risk that the price of PubCo’s securities may be volatile due to a variety of factors,\nincluding changes in the highly competitive industries in which PubCo plans to operate, variations in performance across competitors,\nchanges in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic\nand social environments affecting its business, and changes in the combined capital structure, (xi) the inability to implement business\nplans, forecasts, and other expectations after the completion of the proposed Business Combination, identify and realize additional opportunities,\nand manage its growth and expanding operations, (xii) the risk that PubCo may not be able to successfully develop its assets, (xiii) the\nrisk that PubCo will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms\nor at all, (xiv) the potential for geopolitical instability in Europe, the political and social risks of operating in Malawi or Poland,\nand geopolitical impacts on markets and tariffs, (xv) operational hazards and risks that PubCo could face, and (xvi) the risk that additional\nfinancing in connection with the proposed Business Combination may not be raised on favorable terms, in a sufficient amount to satisfy\nthe minimum cash amount condition to the Business Combination Agreement, or at all. The foregoing list is not exhaustive, and there may\nbe additional risks that SPAC or MKAR presently do not know or that they currently believe are immaterial. You should carefully consider\nthe foregoing factors, any other factors discussed in this Current Report and the other risks and uncertainties described in SPAC’s\nfilings with the SEC, the risks described in the Registration Statement and any amendments thereto, and those discussed and identified in filings made with\nthe SEC by SPAC and PubCo, from time to time. SPAC and MKAR caution you against placing undue reliance on forward-looking statements,\nwhich reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking\nstatements set forth in this Current Report speak only as of the date of this Current Report. None of SPAC or MKAR undertakes any obligation\nto revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any\nforward-looking statement is updated, no inference should be made that SPAC or MKAR will make additional updates with respect to that\nstatement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and\nfactors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk\nfactors, may appear, up to the consummation of the proposed Business Combination, in SPAC’s or PubCo’s public filings with\nthe SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to review carefully.\n\n** **\n\n3\n\n \n\n** **\n\n**No Offer or Solicitation**\n\n** **\n\nThis Current Report shall\nnot constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business\nCombination. This Current Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor\nshall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior\nto registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by\nmeans of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended."}