Crown PropTech Acquisitions filed a Form 8-K on November 6, 2026, disclosing that the SEC declared effective on November 4, 2026 the Form F-4 registration statement related to its proposed business combination with Mkango Rare Earths Limited, with mailing of the definitive proxy statement/prospectus commencing November 5, 2026.

Key Highlights

  • SEC effectiveness: The SEC declared effective the Form F-4 registration statement (File No. 333-296089) on November 4, 2026.
  • Registration Statement filing date: The Registration Statement was originally filed on May 20, 2026.
  • Proxy mailing commenced: SPAC began mailing the definitive proxy statement/prospectus on November 5, 2026.
  • Amended agreement: An Amended and Restated Business Combination Agreement was entered into on September 2, 2026, replacing the original agreement dated July 2, 2025 and subsequent amendments dated February 13, 2026 and May 20, 2026.
  • Parties involved: The business combination involves Crown PropTech Acquisitions, Mkango Rare Earths Limited (f/k/a Lancaster Exploration Limited), MKA Poland Sp. z o.o., and Mkango (Cayman) Limited.
  • Registered security: Crown PropTech's redeemable warrants trade under the symbol CPTKW, with no exchange listed in the filing's registered-securities table.

SEC Clears F-4 for Crown PropTech and Mkango Rare Earths Combination

According to the filing, Crown PropTech Acquisitions, a Cayman Islands exempted company incorporated as a special purpose acquisition company (SPAC), reported that the SEC declared effective the registration statement on Form F-4 (File No. 333-296089) on November 4, 2026. The Registration Statement was filed jointly by MKAR (Mkango Rare Earths Limited, formerly Lancaster Exploration Limited, organized under the laws of the British Virgin Islands) and the SPAC. The filing states that SPAC commenced mailing of the definitive proxy statement/prospectus on November 5, 2026, and that the Registration Statement contains a proxy statement of SPAC and a prospectus of MKAR.

The filing discloses that the business combination was originally announced through a Business Combination Agreement dated July 2, 2025. That agreement was subsequently amended on February 13, 2026 and May 20, 2026, and was ultimately replaced in its entirety by an Amended and Restated Business Combination Agreement executed on September 2, 2026 among the SPAC, MKAR, MKA Poland Sp. z o.o. (a wholly owned subsidiary of Mkango Magnetic Materials Limited organized under Polish law), and Mkango (Cayman) Limited (a wholly owned subsidiary of MKAR incorporated in the Cayman Islands). The filing identifies Mkango Magnetic Materials Limited, formerly Mkango Resources Ltd., as a British Columbia, Canada company and the indirect parent of MKAR.

The filing notes that MKAR is referred to as "PubCo" from and after the closing of the proposed Business Combination. Among the conditions to closing cited in the forward-looking statements section are approval of the Business Combination Agreement by Mkango's shareholders, SPAC shareholders, and the TSX-V, satisfaction of a minimum cash amount following redemptions by SPAC's public shareholders, and receipt of certain governmental and regulatory approvals. The filing states that forward-looking statements are "inherently subject to uncertainties and changes in circumstance and their potential effects" and that "there can be no assurance that future developments will be those that have been anticipated."

What Was Disclosed

Crown PropTech Acquisitions disclosed that the SEC declared effective the Form F-4 registration statement on November 4, 2026 in connection with its proposed business combination with Mkango Rare Earths Limited, and that mailing of the definitive proxy statement/prospectus began November 5, 2026.