Business Context and Reporting Period
Company: Crane Harbor Acquisition Corp. II (CRANU/CRAN/CRANR)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 19, 2025)
Business Model: A Cayman Islands exempted company (SPAC) formed to effect a merger, share exchange, or asset acquisition with one or more businesses. The company has no operating history and generates no operating revenue. It focuses on technology, real assets, and energy sectors.
Key Milestone: Consummated its Initial Public Offering (IPO) on December 17, 2025, raising gross proceeds of $345,000,000 from the sale of 34,500,000 units (including full exercise of the over-allotment option).
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance (Dec 31, 2025) | $345,487,979 |
| Cash Outside Trust Account | $2,194,564 |
| Total Assets | $347,900,188 |
| Net Income (Inception to Dec 31, 2025) | $331,924 |
| Operating Costs | $156,055 |
| Interest Income (Trust Account) | $487,979 |
| Deferred Underwriting Fee | $14,700,000 |
| Shareholders' Deficit | $(12,417,598) |
Liquidity: The company has a working capital surplus of approximately $2.19 million outside the trust account. It has no long-term debt obligations other than the deferred underwriting fee payable upon business combination.
Material Changes and Capital Structure
- Capital Raise: The company raised $345 million in the IPO and $9 million in a concurrent private placement of 900,000 units to the Sponsor and underwriters.
- Trust Account: $345,000,000 ($10.00 per unit) was deposited into the Trust Account. As of December 31, 2025, the balance grew to $345,487,979 due to interest earnings.
- Share Structure:
- Class A Ordinary Shares: 34,500,000 public shares (subject to redemption) and 900,000 private placement shares.
- Class B Ordinary Shares (Founder Shares): 11,500,000 shares held by the Sponsor. These convert to Class A on a one-for-one basis (subject to anti-dilution adjustments) upon business combination.
- Share Rights: Each unit includes one right to receive 1/15 of a Class A share upon business combination.
- Completion Window: The company must complete an initial business combination by December 17, 2027 (24 months from IPO), or earlier if liquidated.
Guidance, Outlook, and Risks
Outlook: Management intends to use the Trust Account proceeds to complete a business combination. The company expects to incur significant costs in pursuing acquisition plans. No specific financial guidance or target valuation is provided as no target has been identified.
Management Commentary: The management team, led by William I. Fradin (CEO) and Jonathan Z. Cohen (Executive Chairman), leverages extensive experience in SPAC transactions and the energy/technology sectors. They are actively searching for targets in technology, real assets, and energy.
Key Risks and Contingencies:
- Failure to Combine: If a business combination is not completed by the deadline, the company will liquidate and redeem public shares for the pro-rata Trust Account balance (approx. $10.01 per share as of Dec 31, 2025).
- Redemption Risk: Public shareholders may redeem shares upon a business combination, potentially reducing cash available for the transaction.
- Dilution: Founder shares were purchased at a nominal price ($0.002/share), creating significant dilution for public shareholders upon conversion. Anti-dilution provisions may further increase the number of Class A shares issued to the Sponsor.
- Conflicts of Interest: Officers and directors have fiduciary duties to other entities (e.g., Crane Harbor Acquisition Corp. I), which may compete for acquisition opportunities.
- Regulatory Risks: Potential changes in SPAC regulations, Investment Company Act status, and geopolitical instability (e.g., conflicts in Ukraine/Middle East) could impact the ability to close a deal.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and interest earnings in the Trust Account to confirm the redemption value per share.
- Completion Deadline: Confirm the exact date by which the business combination must be consummated (December 17, 2027) and any potential extension mechanisms.
- Sponsor Commitment: Review the Sponsor's indemnification obligations regarding third-party claims against the Trust Account and their ability to satisfy them.
- Related Party Transactions: Monitor the $30,000 monthly administrative fee paid to the Sponsor and any potential working capital loans (up to $2.5 million convertible).
- Redemption Rights: Understand the 15% redemption limit for "Excess Shares" if a shareholder vote is required for the business combination.
- Target Criteria: Assess whether potential targets meet the company's stated focus on technology, real assets, and energy, and the 80% net asset test required by Nasdaq.