Crown PropTech Acquisitions filed a Definitive Proxy Statement on November 4, 2026, calling an Extraordinary General Meeting of shareholders for November 25, 2026, to vote on a business combination with Mkango Rare Earths Limited.

Key Highlights

  • Meeting date: The Extraordinary General Meeting is scheduled for November 25, 2026, at 10:00 a.m. Eastern Time, at Crown PropTech's offices at 40 West 57th Street, 29th Floor, New York, New York 10019.
  • Business Combination Agreement: The agreement, originally dated July 2, 2025, was amended February 13, 2026, May 20, 2026, and amended and restated September 2, 2026, with parties including CPTK, Mkango Rare Earths Limited, Mkango (Cayman) Limited, and Mkango Polska Sp. z o.o.
  • Post-closing structure: Upon closing, the filing states CPTK will become a direct wholly-owned subsidiary of Mkango Rare Earths Limited, and Mkango Rare Earths Limited will become a publicly traded company.
  • Merger mechanics: Merger Sub (Mkango (Cayman) Limited) will merge with and into CPTK, with CPTK continuing as the surviving company under the Companies Act of the Cayman Islands.
  • Governance proposals: Shareholders will vote on advisory, non-binding proposals including an increase to an unlimited number of authorized shares of no par value and revised director appointment and removal provisions.
  • Minimum Cash Condition: According to the filing, the Business Combination will not be consummated if redemptions cause available cash to fall below the stated minimum cash condition.

Crown PropTech Seeks Shareholder Approval for Mkango Rare Earths Business Combination

Crown PropTech Acquisitions, a Cayman Islands exempted company, filed a Definitive Proxy Statement with the SEC on November 4, 2026, to solicit shareholder votes on five proposals at an Extraordinary General Meeting set for November 25, 2026. According to the filing, the central matter before shareholders is the approval of a Business Combination Agreement among CPTK, Mkango Rare Earths Limited, Mkango (Cayman) Limited as Merger Sub, and Mkango Polska Sp. z o.o., among other parties. The agreement was originally signed July 2, 2025, and has since been amended on February 13, 2026, May 20, 2026, and amended and restated on September 2, 2026.

The filing describes the structure as a merger in which Merger Sub merges with and into CPTK, leaving CPTK as the surviving company and making it a direct wholly-owned subsidiary of Mkango Rare Earths Limited. As a result, the filing states, Mkango Rare Earths Limited would become a publicly traded company upon closing. Shareholders are asked to approve this arrangement through two binding proposals: the Business Combination Proposal, requiring an ordinary resolution, and the Merger Proposal, requiring a special resolution.

Three additional proposals are presented on an advisory, non-binding basis. These cover governance changes in the post-closing Company Organizational Documents, specifically a shift to one class of shares with an unlimited number of authorized shares of no par value, revised procedures for director appointment and removal, and the adoption of an Equity Incentive Plan. A fifth proposal would authorize adjournment of the meeting if sufficient votes are not received or if shareholder redemptions threaten satisfaction of the Minimum Cash Condition. The filing states that the Business Combination will not be consummated if redemptions cause cash to fall below that threshold.

What Was Disclosed

Crown PropTech Acquisitions filed a Definitive Proxy Statement calling a November 25, 2026 shareholder vote on its proposed business combination with Mkango Rare Earths Limited, including merger mechanics, governance changes, an equity incentive plan, and an adjournment provision tied to a minimum cash condition.