When the SPAC boom swept global capital markets in 2020 and 2021, blank-check vehicles were celebrated as a democratising force — a faster, more flexible route to public markets that would bypass the gatekeeping of traditional IPOs. Three years on, that narrative has curdled on exchanges from Wall Street to the London Stock Exchange, and the proposed merger between Crown PropTech Acquisitions (CPTK) and Market Karts (MKAR) is the latest transaction to test how much patience global markets still hold for the format.
A seven-month lag between the deal's announcement in July 2025 and the confidential submission of an F-4 registration statement to the US Securities and Exchange Commission in February 2026 has raised substantive questions about execution discipline — questions that resonate far beyond the OTC markets where CPTK trades.
A Global Reckoning for SPACs
The struggles of the SPAC structure are not uniquely American. The United Kingdom's Financial Conduct Authority overhauled its SPAC rules in 2021 specifically to attract the format to London, only to see tepid uptake as global sentiment turned. In Asia, the Singapore Exchange and Hong Kong's bourse both introduced SPAC frameworks in 2022, generating initial enthusiasm that has since given way to a more sobering reality: deal quality, not deal speed, is what sustains investor confidence.
Globally, SPAC completion rates have declined sharply since their 2021 peak. According to data tracked by SPAC Research, deal failure and withdrawal rates climbed dramatically through 2022 and 2023 as redemption pressures — the mechanism by which public shareholders can reclaim trust value rather than roll into a completed merger — hollowed out trust balances and undermined acquiree confidence. The CPTK/MKAR transaction fits this pattern with uncomfortable precision.
Why the Timeline Is a Red Flag
SPAC deal execution follows a well-documented decay curve that experienced arbitrageurs on every major trading floor recognise. Combinations that extend beyond 12 to 18 months from announcement to close face materially higher failure rates, driven by converging pressures: shareholder redemption erodes the trust capital that makes the deal attractive to the target, market sentiment drifts, and the target company itself grows fatigued by extended due diligence and regulatory process.
The MKAR/CPTK transaction is now more than halfway through that critical window — and formal SEC review has not yet begun as of the confidential submission date. For international investors accustomed to the compressed timelines of European or Asian public market transactions, the structural inefficiency is striking.
A Trust Balance That Tells Its Own Story
Crown PropTech currently holds approximately $5.79 million in trust — a figure that speaks to the redemption pressure already exerted by shareholders who have chosen certainty over the deal's equity story. Globally, the pattern is consistent: as SPAC trust balances shrink, the deal's capitalisation narrative weakens, complicating the shareholder vote required to approve a combination and reducing the target company's confidence that the transaction will deliver meaningful public market proceeds.
For context, many of the high-profile SPAC combinations that collapsed in 2022 and 2023 — across sectors from electric vehicles in the United States to fintech in Europe — followed precisely this trajectory: announcement optimism, extended review timelines, mounting redemptions, and ultimately deal withdrawal or failure.
PropTech's Global Valuation Reset
The sector backdrop compounds the structural concerns. PropTech — the broad category of technology applied to real estate transactions, management, and finance — experienced a valuation reset that was global in scope. Rising interest rates in the United States, the Eurozone, the United Kingdom, and across Asia-Pacific restructured real estate transaction volumes and forced venture-backed proptech companies to reprice sharply from their 2021 peaks.
Firms like the UK's Reapit, Germany's Propstack, and numerous US-based proptech platforms saw funding rounds and valuations compress as higher-for-longer rate environments dampened the transaction activity that underpins proptech revenue models. A SPAC combination in this environment demands a particularly compelling equity story — one capable of motivating shareholder approval against the backdrop of a sector that has yet to fully recover its narrative momentum.
OTC Market Dynamics in a Global Liquidity Context
CPTK's listing on OTC Markets rather than a major exchange adds a layer of structural risk that international investors will recognise as a global phenomenon. Across markets, lower-liquidity venues — whether OTC in the US, the AIM market in London, or equivalent junior boards in Asia — amplify volatility and reduce the arbitrage efficiency that normally keeps special-purpose vehicle prices anchored to their underlying asset value.
For CPTK, this means price discovery is less efficient and short-term volatility around deal news is likely to be more pronounced — a dynamic that disadvantages retail participants relative to institutional arbitrageurs with the infrastructure to manage bid-ask spreads on thinly traded instruments.
What Comes Next
The path forward for the CPTK/MKAR transaction runs through a formal SEC review process that, for F-4 filings, typically involves multiple rounds of comment letters and responses — a process that can extend three to six months on its own. Set against a SPAC deadline clock that is already well advanced, the arithmetic of deal completion is challenging.
If the deal does not close before the SPAC's deadline — and extensions are not guaranteed — the outcome is liquidation at trust value. At $5.79 million, that recovery pool is limited, and the distribution to remaining shareholders would represent the floor rather than the intended outcome of the transaction.
For the global investment community tracking the slow unwinding of the SPAC era's excesses, Crown PropTech Acquisitions is not an outlier. It is a data point in a longer reckoning — one playing out across jurisdictions and asset classes as markets reassert the disciplines that the blank-check boom briefly suspended.