RE: Crown PropTech Acquisitions SPAC - Latest Filing5 May 2025 15:37
Nice posts Squirty. I think there is a also third scenario which may not be about the "need" to cede any control. As mentioned a while back, Mkango's ownership share of the new NASDAQ listed entity will depend on the relative valuation of Lancaster's assets (Songwe Hill and Pulawy) versus the Crown Proptech's assets (listing and cash), the fees due to Cohen and Co. and other advisors, and whether and to what extent there is a decision for the new entity to raise cash upon re-listing on the Nasdaq.
I have no doubt that Mkango would hold a large majority of the newly listed entity e.g. c.80-90% if we assume there is no capital raise upon re-listing. But it may be that the "majority" wording is designed to give the new entity room/optionality to complete a fairly substantial raise upon re-listing on NASDAQ so that we can start the Front End Engineering and Design (FEED) study for Songwe Hill, DFS for Pulawy and have cash at hand to put up the equity required for any project financing of either asset. Both assets are likely to require project financing, with plenty of debt and hopefully some government funding/guarantees, but still with the need for company to inject equity funding.
I could see a scenario where the new entity did a substantial capital raise upon re-listing meaning that Mkango's ownership of the new entity drops from c.80-90% to c.65-75%. I think it unlikely that they would go much lower than 65% given the desire to maintain majority control, and the need to give themselves a bit of a buffer to maintain control in the event of any further capital raises down the line. Will be fascinating to see the business combination agreement, which I am still expecting in the next 2-6 weeks.