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 (Date of earliest event reported): May 79, 2025

CROWN PROPTECH ACQUISITIONS

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-40017		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

40 West 57^th Street, 29^th Floor

New York, NY

10019

(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 to 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
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, par value $0.0001		CPTKW		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 75.0103. Amendments ~~Regulation~~to FDArticles ~~Disclosure~~of Incorporation or Bylaws; Change in Fiscal Year.

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

~~The~~Item ~~Non-Redemption~~5.07. ~~Agreements~~Submission ~~provide for the assignment~~ of upMatters to ~~200,000 Class~~a BVote ~~ordinary~~of ~~shares,~~Security ~~par value $0~~Holders.~~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.~~

~~Until~~On ~~the~~May ~~earlier~~9, of2025, ~~(a)~~Crown ~~the~~PropTech ~~consummation of the Company’s initial~~Acquisitions, ~~business~~a ~~combination;~~Cayman ~~(b)~~Islands ~~the~~exempted ~~liquidation~~company ~~of the trust account; and~~ (~~c) 36 months from consummation of~~ the “Company’s”), ~~initial~~held ~~public offering~~an ~~(or~~Extraordinary ~~such~~General ~~later~~Meeting ~~date~~of ~~as may be approved by the Company’s~~ shareholders ~~in accordance with~~ (the ~~Company’s~~“Extraordinary General ~~charter~~Meeting”),. ~~the Company~~As ~~will~~of ~~maintain~~ the ~~investment~~close of ~~funds~~business, ~~held~~Eastern inTime, ~~the~~on ~~trust~~April ~~account~~28, in2025, ~~(i)~~the ~~interest-bearing~~record ~~United~~date ~~States~~for ~~government~~the ~~securities~~Extraordinary ~~within~~General Meeting, ~~the~~there ~~meaning~~were of7,413,613 ~~Section~~ordinary ~~2(a)(16)~~shares of the ~~Investment~~ Company, ~~Act~~consisting of ~~1940~~513,613 asClass ~~amended~~A ~~(the~~ordinary ~~“ICA”)~~shares, ~~having~~par avalue ~~maturity~~$0.0001 ofper ~~185~~share ~~days or less,~~ (~~ii) in money market funds meeting~~ the ~~conditions~~“Class A ofOrdinary ~~paragraphs (d~~Shares”)~~(1)~~, ~~(d)(2), (d)(3)~~ and ~~(d)(4)~~6,900,000 ofClass ~~Rule~~B ~~2a-7~~ordinary ~~promulgated under the ICA~~shares, ~~which~~par ~~invest~~value ~~only in direct U~~$0.S.0001 ~~government~~per ~~treasury~~share, ~~obligations~~issued orand ~~(iii)~~outstanding inand ~~other~~entitled ~~interest bearing accounts (including demand~~to ~~deposits)~~vote asat ~~permitted by~~ the ~~ICA~~Extraordinary ~~that~~General ~~would~~Meeting, ~~not be considered United States government securities within the meaning of the ICA~~86.9% ~~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~~which ~~public~~were ~~shares,~~represented ~~including~~ in ~~connection~~person ~~with~~or aby ~~liquidation~~proxy, ofconstituting ~~the Company if it does not effect~~ a ~~business~~quorum ~~combination prior~~ to ~~its~~conduct ~~termination date~~business.

The ~~Non-Redemption~~shareholders ~~Agreements~~approved, ~~are~~by ~~not~~special ~~expected~~resolution, the proposal to ~~increase~~amend and restate the ~~likelihood that~~Company’s Fourth Amended and Restated Memorandum and Articles of Association (the ~~Extension~~“Amended Charter”) ~~Proposal~~to isextend ~~approved~~the date by ~~shareholders~~which ~~but~~the isCompany ~~expected~~must (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 ~~increase~~complete such initial business combination, and (3) redeem all of the ~~amount~~Class A Ordinary Shares included as part of ~~funds~~the ~~that~~units ~~remain~~sold in the Company’s initial public offering that was consummated on February 11, 2021, from ~~trust~~May ~~account~~11, ~~following~~2025 ~~the~~to ~~Extraordinary~~March ~~General~~11, ~~Meeting~~2026 (the “Extension Proposal”).

NOAs ~~ASSURANCES~~there ~~ARE~~were ~~MADE~~sufficient ~~THAT~~votes Ato ~~NON-REDEMPTION~~approve the ~~INCENTIVE~~Extension OFProposal, ~~ANY~~the ~~KIND WILL~~“Adjournment BEProposal” ~~OFFERED~~described ~~AND~~in ~~THE~~the ~~ACTUAL~~definitive ~~TERMS~~proxy OFstatement ~~ANY~~of ~~NON-REDEMPTION~~the ~~INCENTIVE~~Company, ~~MAY~~filed ~~DIFFER~~with the ~~MATERIALLY~~Securities ~~FROM~~and ~~THE~~Exchange ~~TERMS~~Commission ~~DESCRIBED~~on ~~HEREIN~~May 2, 2025, was not presented to shareholders.

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

~~Participants~~Approval inof ~~the~~Extension ~~Solicitation~~ Proposal

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.

Votes For				Votes Against				Abstentions
	6,439,749				4,165				0

~~Additional~~In ~~Information~~connection with the Extraordinary General Meeting, shareholders holding an aggregate of 21,807 shares of the Company’s Class A Ordinary Shares exercised their right to redeem their shares for approximately $11.47 per share of the funds held in the Company’s trust account, leaving approximately $5.6 million in cash in the trust account and 491,806 shares of the Company’s Class A Ordinary Shares outstanding after satisfaction of such redemptions.

~~The~~In ~~Company~~connection ~~has filed~~ with the ~~SEC the Proxy Statement in connection with the~~ Extraordinary General Meeting, ~~to consider and vote upon~~ the ~~Extension~~Company ~~Proposal~~ and ~~other~~CIIG ~~matters~~Management ~~and,~~III ~~beginning~~LLC onentered orinto ~~about~~non-redemption ~~May 2,~~agreements ~~2025,~~with ~~mailed~~unaffiliated ~~the~~third-party ~~Proxy Statement and other relevant documents to its~~ shareholders as of the ~~April~~Company ~~28,~~in ~~2025~~exchange ~~record date~~ for ~~the~~such ~~Extraordinary General Meeting. The Company’s~~ shareholders ~~and~~agreeing ~~other interested persons are advised~~ to ~~read~~not ~~the~~redeem ~~Proxy~~(or ~~Statement~~validly ~~and~~rescind any ~~other~~redemption ~~relevant documents~~requests ~~that~~on) ~~have~~an ~~been~~aggregate ~~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~~461, ~~the Extension Proposal and related matters. Shareholders~~146 ~~may~~Class A ~~also~~Ordinary ~~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~~Shares.~~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 March 11, 2026, to consummate its initial business combination. The foregoing description is qualified in its entirety by reference to the Fifth 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~~ 1

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
10.1		Form of Non-Redemption Agreement and Assignment of Economic Interest.
3.1		Fifth Amended and Restated Memorandum and Articles of Association of Crown PropTech Acquisitions
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: May 89, 2025

CROWN PROPTECH ACQUISITIONS

By:	/s/ Michael Minnick
Name:	Michael Minnick
Title:	Chief Executive Officer

Filing Compare · Crown PropTech Acquisitions