CRAC 10-K & 10-Q changes, risk factors and insider trading
Crown Reserve Acquisition Corp. I (also CRACR, CRACU, CRACW) · Nasdaq · Blank Checks · CIK 2070887 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the period from April 29, 2025 (inception) through December 31, 2025, filed with the SEC, and the risk factors related to our entry into the Business Combination Agreement with Carvix set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in such reports.
Removed heading “We may not be able to complete the Business Combination with Carvix, including in the time required by our amended and restated memorandum and articles of association.”
Removed heading “The pendency of the Business Combination with Carvix could adversely affect us.”
Removed heading “Following the Domestication, we will be a Delaware corporation, and the rights of our stockholders under Delaware law may differ from those under Cayman Islands law.”
Largest changes
“We may not be able to complete the Business Combination with Carvix, including in the time required by our amended and restated memorandum and articles of association.”see in full comparison
“Following the Domestication, we will be a Delaware corporation, and the rights of our stockholders under Delaware law may differ from those under Cayman Islands law.”see in full comparison
“The pendency of the Business Combination with Carvix could adversely affect us.”see in full comparison
“In connection with the Business Combination Agreement, we are subject to customary covenants regarding the conduct of our business and exclusivity, which limit the scope of activities we may pursue prior to the Closing. The pendency of the proposed Business Combination could divert management’s attention, result in significant transaction expenses, and limit our ability to consider or pursue alternative business combinations. …”see in full comparison
“On March 30, 2026, we entered into the Business Combination Agreement with Merger Sub and Carvix. …”see in full comparison
“In connection with the Business Combination Agreement, we have agreed to effect a Domestication from a Cayman Islands exempted company to a Delaware corporation prior to the Effective Time. The rights of stockholders under Delaware law differ in certain respects from the rights of shareholders under Cayman Islands law, including with respect to the availability of statutory dissenters’ or appraisal rights, fiduciary duties of directors, indemnification of officers and directors, and the procedures for stockholder votes and consents. …”see in full comparison
Full comparison: every changed paragraph (7)
Factors that could cause our actual results to
differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K for the period
from April 29, 2025 (inception) through December 31, 2025, filed with the SEC.SEC, As ofand the daterisk of this Quarterly Report, except for the
risks set forth belowfactors related to our entry into the Business
Combination Agreement with Carvix,Carvix set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. As of the date
of this Quarterly Report, there have been no material changes to
the risk factors disclosed in oursuch Annual Report on Form 10-K.reports.
We may not be able to complete the Business
Combination with Carvix, including in the time required by our amended and restated memorandum and articles of association.
On March 30, 2026, we entered into the Business
Combination Agreement with Merger Sub and Carvix. Consummation of the transactions contemplated by the Business Combination Agreement
is subject to a number of conditions, including approval by our stockholders, delivery of the Carvix stockholder written consent, the
SEC declaring effective the related Registration Statement on Form S-4, approval for listing on Nasdaq of the shares of common stock to
be issued in the transactions, satisfaction of our net tangible asset condition, and our having at the Closing at least the “Minimum
Cash Amount,” after giving effect to redemptions, payment of transaction expenses and repayment of indebtedness. There can be no
assurance that all such conditions will be satisfied or waived in a timely manner, or at all. If we are unable to complete the Business
Combination with Carvix prior to the Outside Date of September 30, 2026 (or such later date as may be mutually agreed by the parties),
the Business Combination Agreement may be terminated. If the Business Combination Agreement is terminated and we are unable to identify
and consummate an alternative initial Business Combination by November 10, 2026 (or February 10, 2027 if the Combination Period is automatically
extended upon execution of an alternative Business Combination agreement), we will be required to cease operations except for the purpose
of winding up, redeem all of the public shares, and liquidate.
The pendency of the Business Combination
with Carvix could adversely affect us.
In connection with the Business Combination Agreement,
we are subject to customary covenants regarding the conduct of our business and exclusivity, which limit the scope of activities we may
pursue prior to the Closing. The pendency of the proposed Business Combination could divert management’s attention, result in significant
transaction expenses, and limit our ability to consider or pursue alternative business combinations. In addition, public stockholders
may exercise their redemption rights in connection with the Business Combination, which could materially reduce the funds available to
the combined company at the Closing and may impact our ability to satisfy the Minimum Cash Amount condition.
Following the Domestication, we will be
a Delaware corporation, and the rights of our stockholders under Delaware law may differ from those under Cayman Islands law.
In connection with the Business Combination Agreement,
we have agreed to effect a Domestication from a Cayman Islands exempted company to a Delaware corporation prior to the Effective Time.
The rights of stockholders under Delaware law differ in certain respects from the rights of shareholders under Cayman Islands law, including
with respect to the availability of statutory dissenters’ or appraisal rights, fiduciary duties of directors, indemnification of
officers and directors, and the procedures for stockholder votes and consents. Holders of our securities should consider these differences
carefully when evaluating the Business Combination.
Management's Discussion & Analysis (MD&A)
Largest changes
“We do not currently hold any cash outside the Trust Account. Our operating costs prior to the consummation of the Business Combination are limited and are paid by the Sponsor on our behalf and recorded against the Due from related party balance, which was $72,476 as of June 30, 2026. Transaction costs associated with the Business Combination, including legal, accounting and advisory fees incurred in connection with the Registration Statement on Form S-4 and the Closing, are expected to be paid at or following the Closing from the funds released from the Trust Account. …”see in full comparison
“We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to consummation of the Business Combination. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. …”see in full comparison
“For the three months ended June 30, 2026, we had net income of $1,353,765, consisting of dividends earned on marketable securities held in the Trust Account of $1,548,367, partially offset by general and administrative costs of $53,125, professional fees of $25,000, and a loss on the change in fair value of warrant liability of $116,477.”see in full comparison
“For the six months ended June 30, 2026, we had net income of $1,090,272, consisting of dividends earned on marketable securities held in the Trust Account of $3,073,108, partially offset by general and administrative costs of $121,962, professional fees of $140,000, and a loss on the change in fair value of warrant liability of $1,720,874.”see in full comparison
“For the three months ended March 31, 2026, we had a net loss of $263,493, consisting of general and administrative costs of $68,837, professional fees of $115,000, and a loss on the change in fair value of warrant liability of $1,604,397, partially offset by dividends earned on marketable securities held in the Trust Account of $1,524,741.”see in full comparison
In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements — Going Concern,” management has determined that the mandatory liquidation date and subsequent dissolution, should a Business Combination not occur, raise substantial doubt about our ability to continue as a goingsee in full comparisonconcernconcern.throughBecauseNovember 10, 2026 (or February 10, 2027 in the event the Combination Period is automatically extended). The Companywe entered into the Business Combination Agreement on March 30, 2026,which automatically extendedthe Combination Periodtowas automatically extended by three months from November 10, 2026, and we must complete a Business Combination by February 10, 2027. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period.
Full comparison: every changed paragraph (12)
For the three months ended June 30, 2026, we had net income of $1,353,765, consisting of dividends earned on marketable securities held in the Trust Account of $1,548,367, partially offset by general and administrative costs of $53,125, professional fees of $25,000, and a loss on the change in fair value of warrant liability of $116,477.
For the six months ended June 30, 2026, we had net income of $1,090,272, consisting of dividends earned on marketable securities held in the Trust Account of $3,073,108, partially offset by general and administrative costs of $121,962, professional fees of $140,000, and a loss on the change in fair value of warrant liability of $1,720,874.
For the three months ended June 30, 2025 and for the period from April 29, 2025 (inception) through June 30, 2025, we had net income of $53, consisting of interest income. Activity in the comparative periods was limited to our formation and preparation for the IPO.
For
the three months ended March 31, 2026, we had a net loss of $263,493, consisting of general and administrative costs of $68,837, professional
fees of $115,000, and a loss on the change in fair value of warrant liability of $1,604,397, partially offset by dividends earned on
marketable securities held in the Trust Account of $1,524,741.
As
of MarchJune 31,30, 2026, we held no cash outside the
Trust Account, had a working capital deficit, and isare dependent on Sponsor funding and/or
additional financing to fund operations and
transaction costs. The Sponsor pays all formation and operating costs on the Company’s
behalf. Amounts paid by the Sponsor on the
Company’s behalf are recorded as a reduction of the Due from related party balance,
which represents Private Placement proceeds
received by the Sponsor on the Company’s behalf that were designated for use outside
the Trust Account, net of formation and operating
costs paid by the Sponsor and other amounts owed to the Sponsor. As of MarchJune 31,30, 2026,
the due from related party balance was $210,670, $72,476,
compared to $210,670 as of March 31, 2026 and $448,082 as of December 31, 2025.
As of MarchJune 31,30, 2026, we had investments held in
in the Trust Account of $174,928,579.$176,476,946. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing
representing dividends or interest earned on the Trust Account (less any income taxes payable), to complete our Business Combination.
For the threesix months ended MarchJune 31,30, 2026, net cash
used in operating
activities was $237,412.$375,606. Our net lossincome of $263,493$1,090,272 was adjusted to reconcile to operating cash flows by a non-cash
add-back of $1,604,397
$1,720,874 representing the loss on the change in fair value of the warrant liability and reduced by $1,524,741$3,073,108 of dividends
earned on investments
held in the Trust Account that were reinvested in the Trust Account and did not represent cash inflows; the remaining
operating cash usage
primarily reflected a $62,900$41,933 increase in prepaid expenses and $9,325a increase$71,711 decrease in accounts payable and accrued
expenses. Net cash provided
by financing activities of $237,412$375,606 represented advances from the Sponsor, net, used to fund operating costs
paid by the Sponsor on the
Company’s behalf.
We do not currently hold any cash outside the Trust Account. Our operating costs prior to the consummation of the Business Combination are limited and are paid by the Sponsor on our behalf and recorded against the Due from related party balance, which was $72,476 as of June 30, 2026. Transaction costs associated with the Business Combination, including legal, accounting and advisory fees incurred in connection with the Registration Statement on Form S-4 and the Closing, are expected to be paid at or following the Closing from the funds released from the Trust Account. The Sponsor is not obligated to advance funds to us, and no amounts are outstanding under any Working Capital Loans. If the Sponsor were to discontinue funding our operating costs, or if our actual costs exceed our estimates, we would need to obtain additional financing, which may take the form of Working Capital Loans of up to $5,000,000 convertible into Private Placement Units at $8.00 per unit at the option of the lender, or the issuance of additional securities or the incurrence of debt in connection with the Business Combination. There can be no assurance that such financing would be available on acceptable terms, or at all. These conditions are among the factors considered in our going concern assessment described below.
We do not believe we will need to raise additional
funds in order to meet the expenditures required for operating our business prior to consummation of the Business Combination. However,
if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business
Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated
to redeem a significant number of our public shares upon consummation of our Business Combination, in which case we may issue additional
securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, we would
only complete such financing simultaneously with the completion of our Business Combination.
In connection with our assessment of going concern
considerations in accordance with ASC 205-40, “Presentation
of Financial Statements — Going Concern,” management has
determined that the mandatory liquidation date and subsequent dissolution,
should a Business Combination not occur, raise substantial
doubt about our ability to continue as a going concernconcern. throughBecause November 10, 2026 (or February 10, 2027 in the event the Combination Period
is automatically extended). The Companywe entered
into the Business Combination Agreement on March 30, 2026, which automatically extended
the Combination Period towas automatically extended by three months from November
10, 2026, and we must complete a Business Combination by February 10, 2027. No adjustments have been made to the carrying amounts of assets
or liabilities should the
Company be required to liquidate after the Combination Period.
We have no obligations, assets or liabilities
that would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
We account for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance
in ASC 480 and ASC 815. The Public Warrants are accounted for as liabilities in accordance with ASC 815-40, with changes in fair value
presented within change in fair value of warrant liability in our statementstatements of operations. The fair value of the Public Warrants is estimated
using a 500-step Cox-Ross-Rubinstein binomial lattice model. See Note 5 to the condensed financial statements for additional information.
CRAC insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CRAC (13F)
None of the 59 investors we track reported a position in their latest 13F.