UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information included in Item 5.07 of this Current Report on Form 8-K with respect to the Amended Charter (as defined below) is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2025, Crown PropTech Acquisitions, a Cayman Islands exempted company (the “Company”), held an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”). As of the close of business, Eastern Time, on April 28, 2025, the record date for the Extraordinary General Meeting, there were 7,413,613 ordinary shares of the Company, consisting of 513,613 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 6,900,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding and entitled to vote at the Extraordinary General Meeting, 86.9% of which were represented in person or by proxy, constituting a quorum to conduct business.
The shareholders approved, by special resolution, the proposal to amend and restate the Company’s Fourth Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to extend the date by which the Company 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 complete such initial business combination, and (3) redeem all of the Class A Ordinary Shares included as part of the units sold in the Company’s initial public offering that was consummated on February 11, 2021, from May 11, 2025 to March 11, 2026 (the “Extension Proposal”).
As there were sufficient votes to approve the Extension Proposal, the “Adjournment Proposal” described in the definitive proxy statement of the Company, filed with the Securities and Exchange Commission on May 2, 2025, was not presented to shareholders.
The following is a tabulation of the votes with respect to the Extension Proposal, which was approved by the Company’s shareholders:
Approval of Extension Proposal
| Votes For | Votes Against | Abstentions | ||||||||
| 6,439,749 | 4,165 | 0 | ||||||||
In 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.
In connection with the Extraordinary General Meeting, the Company and CIIG Management III LLC entered into non-redemption agreements with unaffiliated third-party shareholders of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 461,146 Class A Ordinary Shares.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibits | |
| 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). | |
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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 9, 2025
| CROWN PROPTECH ACQUISITIONS | ||
| By: | /s/ Michael Minnick | |
| Name: | Michael Minnick | |
| Title: | Chief Executive Officer | |
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