A seven-month lag between deal announcement and F-4 submission is raising serious questions about the viability of the proposed merger between Crown PropTech Acquisitions (CPTK) and Market Karts (MKAR), as execution risk metrics for the OTC-traded SPAC reach levels that historically precede deal failure.
Crown PropTech Acquisitions, a Cayman Islands exempted company incorporated in 2021 as a blank-check vehicle focused on the property technology sector, announced its intended combination with MKAR in July 2025. The F-4 registration statement — the SEC filing that kicks off the formal regulatory review process — was only confidentially submitted in February 2026. That gap of roughly seven months stands out in a deal structure where speed is a core discipline.
Why the Timeline Matters
SPAC deal execution follows a well-documented decay curve. Combinations that run beyond 12 to 18 months from announcement to close face materially higher failure rates, driven by a confluence of forces: shareholder redemption pressure erodes trust capital, market sentiment shifts, and the target company itself grows fatigued by the extended due diligence and regulatory process. The MKAR/CPTK transaction is now more than halfway through that critical window, with formal SEC review not yet begun as of the confidential submission date.
The trust balance amplifies the concern. Crown PropTech holds approximately $5.79 million in trust — a figure that reflects significant prior redemptions and leaves limited room for a large-scale institutional deal. Smaller trust balances typically indicate a shrunken shareholder base, which can complicate the shareholder vote needed to approve a SPAC combination and reduce the acquiree's confidence in the deal's capitalisation story.
OTC Market Dynamics
Trading on OTC Markets rather than a major exchange adds another layer of structural risk. OTC-listed SPACs face lower liquidity, wider bid-ask spreads, and reduced analyst coverage, all of which can suppress the arbitrage activity that normally keeps SPAC unit prices anchored near trust value during a live deal. For CPTK, this means price discovery is less efficient and short-term volatility around deal news is likely to be more pronounced.
Traders holding CPTK shares for the merger arbitrage spread need to weigh the timeline carefully. If the deal does not close before the SPAC's deadline — and extensions are not guaranteed — the outcome is liquidation at trust value, which at $5.79 million represents a very limited recovery pool.
PropTech Sector Headwinds
The sector backdrop is not helping. PropTech valuations have contracted sharply from their 2021 peak as rising interest rates restructured real estate transaction volumes and venture-backed proptech companies repriced to reflect tighter capital conditions. A SPAC combination in this environment demands a particularly compelling equity story to motivate shareholder approval over the redemption option.
What to Watch
The key near-term catalyst is the SEC's formal declaration of the F-4 effective — a step that typically follows several rounds of SEC comment letters and can take three to six months from confidential submission. Until that milestone is reached, the deal remains in a pre-launch regulatory state. Traders should monitor EDGAR filings closely for the public F-4 filing date, comment letter responses, and any SPAC extension votes, which would signal the deal is consuming more runway than initially planned.
With a high-likelihood, catastrophic-severity execution risk assessment and a confidence level of 70%, the MKAR/CPTK combination warrants caution from investors seeking clean SPAC arbitrage exposure.