UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): August 9, 2024~~1934

Date of Report (Date of earliest event reported): May 7, 2025

CROWN PROPTECH ACQUISITIONS

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

Cayman Islands		001-40017		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification ~~No.~~Number)

40 West 57th Street, 29th Floor New York, NY		10019
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 796-4796

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share	CPTK	N/A
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001	CPTKW	N/A
Units, each consisting of one Class A ordinary share ‎and one-third of one redeemable warrant	CPTK.U	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 57.0301. ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws; Change in Fiscal Year~~Disclosure.

~~The~~On ~~information~~May ~~included~~7, in2025, ~~Item~~Crown ~~5.07~~PropTech ofAcquisitions, ~~this~~a Cayman Islands exempted ~~Current~~company ~~Report~~(the on“Company”), ~~Form~~and 8CIIG Management III LLC (“CIIG Management”), the Company’s co-Ksponsor, entered into certain non-redemption agreements and assignments of economic interests (the “Non-Redemption Agreements”) with ~~respect~~certain investors (the “Investors”) and expect to enter into additional Non-Redemption Agreements prior to the ~~Amended~~May ~~Charter~~9, 2025 Extraordinary General Meeting of shareholders called by the Company (asthe ~~defined~~“Extraordinary ~~below~~General Meeting”) isto ~~incorporated~~approve byan ~~reference~~extension ~~herein~~of time for the Company to consummate an initial business combination from May 11, 2025 to March 11, 2026 (the “Extension Proposal”).

~~Item~~The ~~5.07.~~Non-Redemption ~~Submission~~Agreements provide for the assignment of ~~Matters~~up to a200,000 Class ~~Vote~~B ofordinary ~~Security~~shares, ~~Holders~~par value $0.0001 per share, 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.

OnUntil ~~August~~the 9,earlier ~~2024,~~of ~~Crown PropTech~~(a) ~~Acquisitions,~~the aconsummation ~~Cayman~~of ~~Islands~~the ~~exempted~~Company’s ~~company~~initial business combination; (b) the ~~“Company”),~~liquidation ~~held~~of anthe ~~Extraordinary~~trust ~~General~~account; ~~Meeting~~and (c) 36 months from consummation of ~~shareholders~~the Company’s initial public offering (~~the~~or ~~“Extraordinary~~such ~~General~~later ~~Meeting”).~~date Asas ofmay be approved by the ~~close~~Company’s ofshareholders ~~business,~~in ~~Eastern~~accordance ~~Time,~~with onthe ~~July~~Company’s 30charter), ~~2024,~~the Company will maintain the ~~record~~investment ~~date~~of ~~for~~funds held in the ~~Extraordinary~~ ~~General~~trust ~~Meeting,~~account ~~there~~in ~~were~~(i) ~~8,900,638~~interest-bearing ~~ordinary~~United ~~shares~~States government securities within the meaning of Section 2(a)(16) of the Investment Company, ~~consisting~~Act of 21940,~~000,638~~ ~~Class~~as Aamended ~~ordinary~~(the ~~shares~~“ICA”), ~~par value~~having ~~$0.0001~~a ~~per~~maturity ~~share~~of 185 days or less, (ii) in money market funds meeting the ~~“Class~~conditions Aof ~~Ordinary~~paragraphs ~~Shares”~~(d)(1), (d)(2), (d)(3) and ~~6,900,000~~(d)(4) ~~Class~~of BRule ~~ordinary~~2a-7 ~~shares~~promulgated under the ICA, ~~par~~which ~~value~~invest $0only in direct U.~~0001~~S. ~~per~~government ~~share,~~treasury obligations or (iii) in other interest bearing accounts (including demand ~~issued~~deposits) ~~and~~as ~~outstanding~~permitted ~~and~~by ~~entitled~~the toICA ~~vote~~that atwould not be considered United States government securities within the ~~Extraordinary~~meaning ~~General~~of ~~Meeting,~~the ~~89%~~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 ~~which~~the ~~were~~public ~~represented~~shares, including in ~~person~~connection orwith bya ~~proxy, constituting~~liquidation of the Company if it does not effect a ~~quorum~~business combination prior to ~~conduct~~its ~~business~~termination date.

The ~~shareholders~~Non-Redemption ~~approved, by~~Agreements ~~special~~are ~~resolution,~~not ~~the~~expected ~~proposal~~ to ~~amend~~increase ~~and restate~~ the ~~Company’s Third Amended and Restated Memorandum and Articles of Association~~likelihood (that the ~~“Amended~~Extension ~~Charter”)~~Proposal tois ~~extend~~approved ~~the date~~ by ~~which~~shareholders ~~the~~but ~~Company~~is ~~must~~expected (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (an “initial business combination”), (2) cease all operations except for the purpose of winding up if it fails to ~~complete~~increase ~~such initial business combination, and (3) redeem all of~~ the ~~Class~~amount ~~A Ordinary Shares included as part~~ of ~~the~~funds ~~units~~that ~~sold~~remain in the Company’s ~~initial public offering that was consummated~~ ontrust ~~February~~account ~~11,~~following ~~2021, from August 11, 2024 to May 11, 2025 (~~the ~~“Extension~~Extraordinary ~~Proposal”)~~General Meeting.

AsNO ~~there~~ASSURANCES ~~were~~ARE ~~sufficient votes~~MADE toTHAT ~~approve~~A ~~the~~NON-REDEMPTION ~~Extension~~INCENTIVE ~~Proposal,~~OF ~~the~~ANY ~~“Adjournment~~KIND WILL ~~Proposal”~~BE ~~described~~OFFERED inAND ~~the~~THE ~~definitive~~ACTUAL ~~proxy~~TERMS ~~statement~~OF ofANY ~~the~~NON-REDEMPTION ~~Company, filed~~INCENTIVE ~~with~~MAY ~~the~~DIFFER ~~Securities~~MATERIALLY ~~and~~FROM ~~Exchange~~THE ~~Commission~~TERMS onDESCRIBED ~~August 2, 2024, was not presented to shareholders~~HEREIN.

The ~~following~~foregoing isdescription ~~a tabulation~~ of the ~~votes~~form ~~with~~of ~~respect~~Non-Redemption Agreement does not purport to ~~the~~be ~~Extension~~complete ~~Proposal,~~and ~~which~~is ~~was~~qualified ~~approved~~in its entirety by reference to the ~~Company’s~~form ~~shareholders:~~of Non-Redemption Agreement filed hereto as Exhibit 10.1 and incorporated herein by reference.

~~Approval~~Participants ofin ~~Extension~~the ~~Proposal~~Solicitation

Votes For		Votes Against		Abstentions
7,903,764		21,365		300

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 May 2, 2025. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement.

InAdditional ~~connection~~Information with the Extraordinary General Meeting, shareholders holding an aggregate of 1,487,025 shares of the Company’s Class A Ordinary Shares exercised their right to redeem their shares for approximately $11.09 per share of the funds held in the Company’s trust account, leaving approximately $5.7 million in cash in the trust account and 513,613 shares of the Company’s Class A Ordinary Shares outstanding after satisfaction of such redemptions.

InThe ~~connection~~Company has filed with the SEC the Proxy Statement in connection with the Extraordinary General Meeting, to consider and vote upon the ~~Company~~Extension Proposal and ~~CIIG~~other matters and, beginning on or about May ~~Management~~2, ~~III~~2025, ~~LLC~~mailed ~~entered~~the ~~into~~Proxy ~~non-redemption~~Statement ~~agreements~~and ~~with~~other ~~unaffiliated~~relevant ~~third-party~~documents to its shareholders as of the ~~Company~~April in28, ~~exchange~~2025 record date for ~~such~~the Extraordinary General Meeting. The Company’s shareholders ~~agreeing~~and other interested persons are advised to ~~not~~read ~~redeem~~the ~~(or~~Proxy ~~validly~~Statement ~~rescind~~and any ~~redemption~~other ~~requests~~relevant documents ~~on)~~that anhave ~~aggregate~~been or will be filed with the SEC in connection with the Company’s solicitation of ~~461~~proxies for the Extraordinary General Meeting because these documents contain important information about the Company,~~148~~ ~~Class A~~the ~~Ordinary~~Extension ~~Shares~~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.

Under Cayman Islands law, the Amended Charter took effect upon approval of the Extension Proposal. Accordingly, the Company now has until May 11, 2025, to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Fourth Amended and Restated Memorandum and Articles of Association, a copy of which is attached as Exhibit 3.1 ~~hereto and is incorporated by reference herein.~~

Forward-Looking Statements

This Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, subsequent quarterly reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
3.1		Fourth Amended and Restated Memorandum and Articles of Association of Crown PropTech Acquisitions.
10.1		Form of Non-Redemption Agreement and Assignment of Economic Interest.
104		Cover Page Interactive Data File (embedded within the Inline XBRL documents).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 13, 2024
CROWN PROPTECH ACQUISITIONS
By:	/s/ Michael Minnick
Name:	Michael Minnick
Title:	Chief Executive Officer

Dated: May 8, 2025

2CROWN PROPTECH ACQUISITIONS By: /s/ Michael Minnick Name: Michael Minnick Title: Chief Executive Officer

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