Mkango Resources Limited (AIM/TSX-V: MKA) has announced that its subsidiary, Mkango Rare Earths Limited, has confidentially submitted a draft registration statement on Form F-4 to the US Securities and Exchange Commission as part of its proposed business combination with Crown PropTech Acquisitions.
The company said the transaction implies a pro forma valuation of approximately US$400 million for Mkango’s shareholding in Mkango Rare Earths Limited, excluding certain financial adjustments. Completion of the deal is also conditional on Mkango Rare Earths securing a listing on the Nasdaq Stock Market.
In a further update, Crown PropTech Acquisitions’ sponsor has increased its funding commitment by an additional US$250,000, taking total sponsor investment to US$750,000. This funding has been provided through convertible promissory notes.
The business combination agreement has been amended to reflect a planned reorganisation and to extend the termination date to September 30, 2026. Mkango expects the transaction to complete in the second quarter of 2026, subject to regulatory approvals and the satisfaction of other closing conditions.
Key Highlights
· Mkango Rare Earths Limited has confidentially submitted a draft registration statement on Form F‑4 to the U.S. Securities and Exchange Commission in connection with the previously announced proposed business combination with Crown PropTech Acquisitions.
· The implied pro forma valuation of Mkango Resources Ltd.’s shareholding in Mkango Rare Earths Limited is US$400 million, excluding the effects of Mkango Rare Earths Limited’s indebtedness, closing cash, transaction expenses, certain investments from Crown PropTech Acquisition’s sponsor and affiliate, any net proceeds from a PIPE financing, and amounts remaining in Crown PropTech Acquisition’s trust account.
· Mkango Rare Earths Limited will apply for a Nasdaq Stock Market listing, the approval of which is a condition to the closing of the proposed business combination.
· Crown PropTech Acquisitions Sponsor funding under the previously announced Note Purchase Agreement with Mkango Rare Earths Limited increased by an additional US$250,000 upon the confidential submission, bringing total sponsor investment to US$750,000 through issuances of convertible promissory notes, which will convert into shares of Mkango Rare Earths Limited immediately prior to the closing of the business combination.
· Immediately prior to the confidential submission, the Business Combination Agreement was amended to align the parties thereto with a contemplated pre-closing reorganization of certain subsidiaries of Mkango Resources Ltd. and to extend the date after which the parties would obtain termination rights under the Business Combination Agreement.
Alexander Lemon, President of Mkango, commented: “This filing marks a significant step towards finalising the Nasdaq listing for MKAR, which will further strengthen the Mkango group as a key player in the global rare earth supply chain, with a strong emphasis on sustainability and critical industry demand.”
