Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Crane Harbor Acquisition Corp. II, a Cayman Islands-based special purpose acquisition company (SPAC). The report date is December 15, 2025, with the IPO closing on December 17, 2025. The Company is an emerging growth company.
Key Financial Metrics
- IPO Gross Proceeds: $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit (including full exercise of the 4,500,000 Unit over-allotment).
- Private Placement Proceeds: $9,000,000 from the sale of 900,000 Placement Units at $10.00 per Unit.
- Total Capital Raised: $354,000,000.
- Trust Account Funding: $345,000,000 of net proceeds (including $14,700,000 of deferred underwriting discount) was placed in a trust account.
- Debt and Liquidity: The filing does not provide specific debt figures or operating cash flow metrics, as the Company is a pre-business combination SPAC.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. The Company now trades under the symbols CRANU (Units), CRAN (Class A Ordinary Shares), and CRANR (Share Rights). The over-allotment option was fully exercised, preventing the forfeiture of any Class B ordinary shares by the Sponsor.
Guidance, Outlook, and Risks
- Business Combination Timeline: The Company has 24 months from the IPO closing to consummate an initial business combination. If unsuccessful, the Company must liquidate and redeem public shares.
- Trust Account Restrictions: Funds in the trust account are generally locked until a business combination is completed, a liquidation occurs, or specific shareholder votes are passed. Interest earnings may be withdrawn only to pay taxes or up to $100,000 for dissolution expenses.
- Management Changes: Seven new directors were appointed, and Jeffrey F. Brotman resigned from the Board. New committee chairs were appointed for Audit and Compensation.
- Contingencies: The Company's future depends entirely on its ability to identify and complete a merger with a target business.
Investor Verification Checklist
- Verify the exact closing date of the IPO (December 17, 2025) to calculate the 24-month deadline for a business combination.
- Confirm the total amount held in the trust account ($345,000,000) and the terms regarding the withdrawal of interest for tax purposes.
- Review the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption rights and liquidation provisions.
- Check the Underwriting Agreement (Exhibit 1.1) for details on the deferred underwriting discount of $14,700,000.
- Monitor the composition of the Board of Directors and the specific indemnity agreements filed as Exhibit 10.7.