Mkango Resources Subsidiary Submits Draft Registration for Business Combination
Vancouver, BC — February 16, 2026 — Leads & Copy — Mkango Resources Ltd. has announced that its subsidiary, Mkango Rare Earths Limited (MKAR), has confidentially submitted a draft registration statement on Form F-4 to the U.S. Securities and Exchange Commission (SEC) regarding its proposed business combination with Crown PropTech Acquisitions (OTC:CPTKW).
The submission marks a milestone toward the completion of the proposed business combination, which would create a publicly traded, vertically integrated, global pure-play rare earths platform. The common shares and warrants are expected to trade on the Nasdaq Stock Market under the symbols “MKAR” and “MKARW,” respectively.
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.
According to Mkango, the confidential registration statement is not currently available publicly. Following the SEC review, an updated, publicly filed registration statement is expected to be made available by CPTK and MKAR on EDGAR and under Mkango’s profile on SEDAR+.
Alexander Lemon, President of Mkango, stated that the filing marks a significant step toward finalizing the Nasdaq listing for MKAR, which will further strengthen the Mkango group as a key player in the global rare earth supply chain.
Prior to the confidential submission to the SEC, MKAR and CPTK amended the Business Combination Agreement to reflect that only Mkango, MKAR, and Mkango Polska would be party to a pre-closing internal corporate reorganization. It also states that only MKAR, Mkango Polska, a merger subsidiary and CPTK would be party to the Business Combination Agreement. After the reorganization, MKAR and Mkango Polska will own all assets and operations associated with the rare earth project at Songwe Hill in Malawi and the proposed separation plant to be constructed in Pulawy, Poland.
The amendment also extends the contractual deadline for completing the Proposed Business Combination from March 11, 2026, to September 30, 2026, with an automatic extension to December 31, 2026, if the SEC has not declared the registration statement effective by August 14, 2026.
As previously announced, pursuant to a note purchase agreement among MKAR, one of CPTK’s sponsors, and an affiliate of another sponsor of CPTK, US$500,000 was invested in MKAR by such sponsor affiliate upon the execution of the Business Combination Agreement in exchange for MKAR’s issuance of a convertible promissory note.
On February 13, 2026, a further US$250,000 was funded by CPTK’s sponsor pursuant to the NPA upon the confidential submission of the Confidential Registration Statement in exchange for MKAR’s issuance of a convertible promissory note.
The notes will accrue interest at a rate of 12% per annum, 9% of which will be paid in kind, subject to conditional approval of the TSX Venture Exchange, such that the Notes’ principal amounts will be increased by the amount of such interest payments semi-annually, and 3% of which will be paid in cash semi-annually. The maturity date of the Notes is one year after their respective issuances.
The TSX-V conditionally accepted the F-4 Note issuance, subject to satisfaction of customary closing conditions. The principal and accrued and unpaid interest of the convertible promissory notes issued pursuant to the Sponsor Investment will, subject to TSX-V approval in respect of the interest, convert immediately prior to the consummation of the Proposed Business Combination into twice the number of common shares of MKAR to which such dollar amount would otherwise equate pursuant to the Business Combination Agreement.
The funds provided pursuant to the Sponsor Investment will cover certain of MKAR’s general corporate expenses related to the Proposed Business Combination.
The Proposed Business Combination is expected to close in the second quarter of 2026, subject to, among other things, the approval of a Nasdaq listing application, approval by Mkango as sole shareholder of MKAR, approval by the shareholders of CPTK, and the satisfaction or waiver of other closing conditions set forth in the Business Combination Agreement.
Net proceeds from the Proposed Business Combination are expected to support MKAR’s strategic growth plan, which includes development of the Songwe Hill and Pulawy projects.
Cohen & Company Capital Markets is acting as the lead financial and capital markets advisor to MKAR. Welsbach Corporate Solutions LLC-FZ is acting as Supply Chain Advisor and financial and capital markets advisor to MKAR. Jett Capital Advisors, LLC is acting as exclusive financial advisor and lead capital markets advisor to CPTK.
Greenberg Traurig, LLP is serving as legal counsel to MKAR. Orrick, Herrington & Sutcliffe LLP is serving as U.S. legal counsel to CPTK. Fasken Martineau LLP is serving as Canadian legal counsel to Mkango.
Mkango’s corporate strategy is to become a market leader in the production of recycled rare earth magnets, alloys and oxides, through its interest in Maginito Limited and to develop new sustainable sources of neodymium, praseodymium, dysprosium and terbium.
For more information, please visit www.mkango.ca.
Source: Mkango Resources Ltd.
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