Crown PropTech Acquisitions Liquidation Value

Crown PropTech Acquisitions (CPTK) is a Cayman Islands-incorporated SPAC that completed its IPO in February 2021, raising $276M placed into a grantor trust structure. As of December 31, 2025, the trust has been substantially depleted through serial redemption waves: from $276M at IPO down to $5.79M, following $23.7M redeemed at the February 2024 EGM, $16.5M at the August 2024 EGM, and $0.25M at the May 2025 EGM. The company was delisted from NYSE in February 2024 for failing to consummate a business combination within three years of IPO.

Under a liquidation lens, the recovery picture is straightforwardly negative at the non-redeemable equity level. Total assets of $5.79M consist almost entirely of $5.79M in trust investments (U.S. money market funds, Level 1/2 fair value) and $425 in unrestricted cash. Applying the standard liquidation framework: trust assets receive a 100% recovery assumption given their liquid, marketable-securities character and the explicit legal structure under which they would be distributed to Class A public shareholders upon mandatory dissolution. However, the trust is legally restricted to redeeming public shareholders — it does not backstop the general liability stack. Against total face-value liabilities of $5.30M (all current: $3.71M accounts payable and accrued expenses plus $1.59M due to related parties), there is no free asset pool. The $5.79M in trust is encumbered dollar-for-dollar by the $5.79M temporary equity redemption claim of 491,806 Class A shareholders at $11.77/share redemption value. The equity waterfall for Class B (non-redeemable founder shares) and general creditors is therefore entirely dependent on assets outside the trust, which consist of $425 in cash and $992 in prepaid expenses — de minimis. Computed liquidation value to equity: ($5.30M) as confirmed by the MFFAIS CLV/LLV/OLV of approximately ($5.30M).

The material deterioration since the prior filing (10-Q for Q3 2025, period ended September 30, 2025) is the $1.92M increase in accounts payable and accrued expenses during FY2025, driven by $3.0M in operating costs incurred during 2025 (vs. $700K in FY2024 — a 4.3x increase year-over-year), attributable to deal-related legal, advisory, and administrative costs associated with the July 2025 Business Combination Agreement with Mkango Rare Earths Limited. The company entered into a BCA on July 2, 2025 with Mkango (targeting rare earths assets in Malawi and Poland). The outside date for the BCA was extended to September 30, 2026 (auto-extending to December 31, 2026 if SEC has not declared F-4 effective by August 14, 2026) per Amendment No. 1 dated February 13, 2026. The combination deadline was further extended by shareholder vote on March 9, 2026 to March 11, 2027 with 7,984 additional redemptions (~$0.09M) post-period. The company has a going concern opinion from CBIZ CPAs P.C. (filed March 31, 2026), noting mandatory liquidation risk if a business combination is not consummated by March 11, 2027. Marcum LLP resigned as auditor June 13, 2025; CBIZ was engaged concurrently. The filing discloses a Jett Capital financial advisory fee commitment of up to $4.5M contingent on closing — this is discussed in Note 6 as a contingent obligation but is not separately XBRL-tagged. The $1.0M A&R promissory note to Richard Chera was extended to December 31, 2026 per the Third A&R Note dated February 10, 2026.