03/06/2026 | Press release | Distributed by Public on 03/06/2026 05:01
Item 7.01. Regulation FD Disclosure.
On March 5, 2026, Crown PropTech Acquisitions, a Cayman Islands exempted company (the "Company"), and CIIG Management III LLC ("CIIG Management"), the Company's co-sponsor, entered into certain non-redemption agreements and assignments of economic interests (the "Non-Redemption Agreements") with certain investors (the "Investors") and expect to enter into additional Non-Redemption Agreements prior to the March 9, 2026 Extraordinary General Meeting of shareholders called by the Company (the "Extraordinary General Meeting") to approve an extension of time for the Company to consummate an initial business combination from March 11, 2026 to March 11, 2027 (the "Extension Proposal").
The Non-Redemption Agreements provide for the assignment of one Class B ordinary share, par value $0.0001 per share for each 40 public shares not redeemed, accruing monthly beginning April 11, 2026 until the completion of the initial business combination, held by CIIG Management to the Investors in exchange for such Investors agreeing to hold and not redeem certain public shares at the Extraordinary General Meeting.
Until the earlier of (a) the consummation of the Company's initial business combination; (b) the liquidation of the trust account; and (c) 36 months from consummation of the Company's initial public offering (or such later date as may be approved by the Company's shareholders in accordance with the Company's charter), the Company will maintain the investment of funds held in the trust account in (i) interest-bearing United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "ICA"), having a maturity of 185 days or less, (ii) in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the ICA, which invest only in direct U.S. government treasury obligations or (iii) in other interest bearing accounts (including demand deposits) as permitted by the ICA that would not be considered United States government securities within the meaning of the ICA. The Company further confirms that it will not utilize any funds from its trust account to pay any potential excise taxes that may become due upon a redemption of the public shares, including in connection with a liquidation of the Company if it does not effect a business combination prior to its termination date.
The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by shareholders but is expected to increase the amount of funds that remain in the Company's trust account following the Extraordinary General Meeting.
NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.
The foregoing description of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by reference.
Participants in the Solicitation
The Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders in respect of the Extraordinary General Meeting, the Extension Proposal and related matters. Information regarding the Company's directors and executive officers is available in the Company's Proxy Statement for the Extraordinary General Meeting filed with the SEC on February 27, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.
Additional Information
The Company has filed with the SEC the Proxy Statement in connection with the Extraordinary General Meeting to consider and vote upon the Extension Proposal and other matters and, beginning on or about February 27, 2026, mailed the Proxy Statement and other relevant documents to its shareholders as of the February 13, 2026 record date for the Extraordinary General Meeting. The Company's shareholders and other interested persons are advised to read the Proxy Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company's solicitation of proxies for the Extraordinary General Meeting because these documents contain important information about the Company, the Extension Proposal and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been or will be filed with the SEC, without charge, at the SEC's website located at www.sec.gov or by directing a request to: Crown PropTech Acquisitions, 40 West 57th Street, 29th Floor, New York, NY 10019, (212) 796-4796.