Business Context and Reporting Period
Crown Reserve Acquisition Corp. I is a Cayman Islands exempted company incorporated on April 29, 2025, operating as a Special Purpose Acquisition Company (SPAC). The company consummated its Initial Public Offering (IPO) on November 10, 2025, and is currently searching for a target business for an initial Business Combination. This 10-K filing covers the period from inception through December 31, 2025.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance (Dec 31, 2025) | $173,403,838 |
| Net Income (Inception to Dec 31, 2025) | $1,129,754 |
| Operating Expenses | $126,601 |
| Warrant Liability (Dec 31, 2025) | $1,419,066 |
| Cash Outside Trust Account | $0 |
| Working Capital Deficit | Funded entirely by Sponsor |
| Deferred Underwriting Fee | $300,000 |
Material Changes and IPO Details
- IPO Proceeds: Sold 17,250,000 Units at $10.00 per unit, generating gross proceeds of $172,500,000. The full over-allotment option was exercised.
- Private Placement: Sold 375,000 Private Placement Units at $8.00 per unit to the Sponsor and Polaris Advisory Partners, generating $3,000,000.
- Trust Account: $172,500,000 was deposited into the Trust Account at closing. As of December 31, 2025, the balance increased to $173,403,838 due to $903,838 in dividends earned on U.S. government securities.
- Warrant Liability Gain: Recognized a non-cash gain of $352,368 due to a decrease in the fair value of the warrant liability from $1,771,434 at issuance to $1,419,066 at period end.
Outlook, Risks, and Management Commentary
- Combination Period: The company has until November 10, 2026 (12 months from IPO) to complete a Business Combination. This period automatically extends to February 10, 2027, upon execution of a definitive agreement.
- Going Concern: Management has expressed substantial doubt about the company's ability to continue as a going concern for one year from the date of the financial statements due to the mandatory liquidation date and lack of operating cash outside the Trust Account.
- Internal Controls: Management identified a material weakness in internal control over financial reporting related to the accounting for complex financial instruments (warrant liabilities and Public Rights).
- Liquidity: The company holds no cash outside the Trust Account. Operations are funded by the Sponsor, who has advanced $448,082 as of December 31, 2025. The company pays the Sponsor $10,000 per month for administrative services.
- Redemption Rights: Public shareholders may redeem shares for a pro-rata portion of the Trust Account (approx. $10.00 per share plus interest) upon a Business Combination or liquidation.
Investor Verification Checklist
- Trust Account Composition: Verify that the $173.4 million remains invested in U.S. government securities or money market funds as required.
- Sponsor Funding: Confirm the status of the $448,082 receivable from the Sponsor and the terms of any potential working capital loans.
- Warrant Valuation: Review the assumptions used in the binomial lattice model for the warrant liability, as changes in volatility or stock price significantly impact net income.
- Extension Mechanics: Understand the specific shareholder approval requirements if the company fails to execute a Business Combination agreement by November 10, 2026.
- Material Weakness Remediation: Monitor disclosures regarding the remediation of the internal control weakness identified in Item 9A.