What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-11-14 · 53 added, 53 removed, 402 unchanged (21% of the section changed)

1 unchanged sentence

CROWN RESERVE ACQUISITION

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2025

CONDENSED BALANCE

JUNE 30, 2025

Current assets - Cash $ 25,053

10 unchanged sentences

5,000,000 shares authorized;

none issued or outstanding as of September 30, 2025 -

none issued or outstanding as of June 30, 2025 -

Class A ordinary shares, $ 0.0001 par value;

300,000,000 shares authorized;

none issued or outstanding as of September 30, 2025 -

none issued or outstanding as of June 30, 2025 -

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

4,312,500 shares issued and outstanding as of September 30, 2025 (1) 431

4,312,500 shares issued and outstanding as of June 30, 2025 (1) 431

Additional paid-in capital 24,569

Accumulated deficit 149

Retained earnings 53

Total shareholder’s equity 25,053

8 unchanged sentences

OF OPERATIONS

FOR THE THREE MONTHS

ENDED SEPTEMBER 30, 2025 AND FOR THE

APRIL 29, 2025 (INCEPTION) TO SEPTEMBER 30, 2025

Three Months Ended

September 30,

FOR THE PERIOD FROM

(Inception) to

September 30,

APRIL 29, 2025 (INCEPTION) TO JUNE 30, 2025

Interest income $ 53

11 unchanged sentences

OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE THREE MONTHS

ENDED SEPTEMBER 30, 2025 AND FOR THE

APRIL 29, 2025 (INCEPTION) TO SEPTEMBER 30, 2025

FOR THE PERIOD FROM

APRIL 29, 2025 (INCEPTION) TO JUNE 30, 2025

Preferred Shares

6 unchanged sentences

Balances at June 30, 2025 - $ - - $ - 4,312,500 $ 431 $ 24,569 $ 53 $ 25,053

Net income - - - - - - - 96 96

Balances at September 30, 2025 - $ - - $ - 4,312,500 $ 431 $ 24,569 $ 149 $ 25,149

(1) Includes up to 562,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 4).

7 unchanged sentences

FOR THE PERIOD FROM

APRIL 29, 2025 (INCEPTION) TO SEPTEMBER 30, 2025

APRIL 29, 2025 (INCEPTION) TO JUNE 30, 2025

Cash flows from operating activities:

14 unchanged sentences

FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

JUNE 30, 2025

Note 1 — Description of Organization and Business Operations

4 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2025, the Company had not commenced principal operations.

All activity for the period from April 29, 2025 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering described below.

As of June 30, 2025, the Company had not commenced principal operations.

All activity for the period from April 29, 2025 (inception) through June 30, 2025 relates to the Company’s formation and the initial public offering described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

43 unchanged sentences

The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A Ordinary Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination by November 10, 2026 ( 12 months from the closing of the Public Offering) or during any Extension Period, (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the per-share pro rata portion of the aggregate amount then on deposit in the Trust Account, including interest earned thereon not previously released to the Company (net of Permitted Withdrawals and less up to $ 100,000 of dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

CROWN RESERVE ACQUISITION CORP.

1 unchanged sentence

Note 1 — Description of Organization and Business Operations (cont.)

The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

7 unchanged sentences

Liquidity and Capital Resources

The Company’s liquidity needs up to September 30, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 5,000,000 (see Note 4).

At September 30, 2025, the Company had $ 25,149 in cash and working capital of $ 25,149 .

The Company’s liquidity needs up to June 30, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 5,000,000 (see Note 4).

At June 30, 2025, the Company had $ 25,053 in cash and working capital of $ 25,053 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

14 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on November 6, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on November 12, 2025.

The interim results for the period from April 29, 2025 (inception) through September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the period from April 29, 2025 (inception) through June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

CROWN RESERVE ACQUISITION CORP.

15 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 25,149 in cash as of September 30, 2025.

The Company did not have cash equivalents as of September 30, 2025.

The Company had $ 25,053 in cash as of June 30, 2025.

The Company did not have cash equivalents as of June 30, 2025.

Deferred Offering Costs

9 unchanged sentences

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 .

At September 30, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

At June 30, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

14 unchanged sentences

Upon the closing of the IPO, the full over-allotment option was exercised and the shares are no longer subject to forfeiture (Note 9).

At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Ordinary Shares and then share in the earnings of the Company.

At June 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into shares of Ordinary Shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the period presented.

31 unchanged sentences

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 3 — Initial Public Offering

2 unchanged sentences

Each Unit consists of one Class A ordinary share, one-half of one redeemable warrant and one right to receive one-fifth of one Class A ordinary share upon the consummation of an initial business combination.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 — Related Party Transactions

13 unchanged sentences

Our sponsor or an affiliate of our sponsor or certain of our officers and directors may make any working capital loans, up to $ 5,000,000 of such loans may be converted into private placement units at a price of $ 8.00 per unit, at the option of the lender.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 — Related Party Transactions (cont.)

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

5 unchanged sentences

Such units would be identical to the private placement units.

As of September 30, 2025, the Company has borrowed $ 243,748 under this arrangement.

As of June 30, 2025, the Company has borrowed $ 171,748 under this arrangement.

The note is non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering .

1 unchanged sentence

As of the issuance date of these financial statements, the note is still outstanding.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 4 — Related Party Transactions (cont.)

Support Services

6 unchanged sentences

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their private placement units or Class B-2 Units (and the Class A ordinary shares issuable upon their exercise) until the completion of the initial Business Combination and any of their Class C Units (and the Class A ordinary shares issuable upon their exercise) until three months after the completion of the initial Business Combination.

RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 — Commitments and Contingencies

4 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 6 — Commitments and Contingencies (cont.)

Underwriter’s Agreement

10 unchanged sentences

Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share.

As of September 30, 2025, there were no Class A Ordinary Shares issued or outstanding.

As of June 30, 2025, there were no Class A Ordinary Shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B Ordinary Shares with a par value of $ 0.0001 per share.

Holders of Class B Ordinary Shares are entitled to one vote for each share.

As of September 30, 2025, there were 4,312,500 Class B Ordinary Shares outstanding.

As of June 30, 2025, there were 4,312,500 Class B Ordinary Shares outstanding.

Of the 4,312,500 Class B Ordinary Shares, an aggregate of up to 562,500 shares subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively own 20 % of the Company’s issued and outstanding Ordinary Shares after the Initial Public Offering.

1 unchanged sentence

On November 10, 2025, the underwriter fully exercised its over-allotment option.

As a result of the full exercise by the underwriter, 562,000 Founder Shares are no longer subject to forfeiture, resulting in the Sponsor holding 4,312,500 Founder Shares as of September 30, 2025.

As a result of the full exercise by the underwriter, 562,000 Founder Shares are no longer subject to forfeiture, resulting in the Sponsor holding 4,312,500 Founder Shares as of June 30, 2025.

Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A Ordinary Shares, or any equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering (including pursuant to the over-allotment option) and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20 % of the sum of the total number of all Class A ordinary shares issued upon the completion of the Initial Public Offering (irrespective of whether or not such Class A ordinary shares are redeemed in connection with our initial business combination) (including any Class A ordinary shares issued pursuant to the over-allotment option and excluding any Class A ordinary shares underlying any units our initial shareholders may purchase in this offering, the Class A ordinary shares underlying the private placement units issued to the Sponsor and the Class A ordinary shares underlying the Polaris units) plus all Class A Ordinary Shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (including any Class A ordinary shares issued pursuant to a forward purchase agreement), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent shares issued to the Sponsor or an affiliate of the Sponsor, members of the Company’s management team or any of their affiliates upon conversion of Working Capital Loans made to us and any Class A ordinary shares issued pursuant to a forward purchase agreement.

Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of Class A Ordinary Shares, subject to adjustment as provided above, at any time.

CROWN RESERVE ACQUISITION CORP.

1 unchanged sentence

Note 7 — Shareholder’s Equity (cont.)

The Class B Ordinary Shares will automatically convert into Class A Ordinary Shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment.

Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of Class A Ordinary Shares, subject to adjustment as provided above, at any time.

Preference Shares — The Company is authorized to issue 5,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of September 30, 2025, there were no preference shares issued or outstanding.

As of June 30, 2025, there were no preference shares issued or outstanding.

Each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of our initial business combination, provided that we have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

9 unchanged sentences

In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 7 — Shareholder’s Equity (cont.)

We are registering the Class A ordinary shares issuable upon exercise of the warrants in the registration statement of which this prospectus forms a part because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within one year of this offering.

2 unchanged sentences

Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement.

CROWN RESERVE ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

Note 7 — Shareholder’s Equity (cont.)

Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 .

10 unchanged sentences

However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued.

Redemption procedures.

A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9 % or 9.8 % (as specified by the holder) of the Class A ordinary shares outstanding immediately after giving effect to such exercise.

CROWN RESERVE ACQUISITION CORP.

1 unchanged sentence

Note 7 — Shareholder’s Equity (cont.)

Redemption procedures.

Anti-dilution Adjustments.

51 unchanged sentences

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

September 30,

Deferred offering costs $ 316,248

3 unchanged sentences

(inception) to

September 30,

Net income $ 53

8 unchanged sentences

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through November 14, 2025, which was the date these financial statements were available for issuance and determined that there were no significant unrecognized events through that date aside from the below.

Change in Offering Terms

The original SPAC deal terms, as filed on May 30, 2025, offered 15,000,000 units in the initial public offering at $ 10.00 per unit, with each unit consisting of one Class A ordinary share and one right to receive one-seventh of a Class A ordinary share upon the completion of a business combination.

There was a simultaneous private placement offering of 261,000 private placement units priced and structured identically to the public units.

In August 2025, the terms of the offering were amended so that each public unit consisted of one Class A ordinary share, one-half of one redeemable warrant, and one right to receive one-fifth of a Class A ordinary share, while maintaining the $ 10.00 offering price.

The private placement units were restructured to be offering at $ 8.00 per unit at a higher quantity ( 346,875 private placement units), each consisting of one Class B-2 Unit and two Class C Units.

Each Class B-2 Unit consists of one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share.

Each Class C Unit consists of one Class A ordinary share and one right to receive one-fifth of a Class A ordinary share.

Further, the revised terms also updated the lock-up periods of the private placement units and component units:

the Class A ordinary shares underlying the Class B-2 Units are subject to a lock-up until the business combination;

the Class A ordinary shares underlying the Class C Units are subject to a lock-up until 3 months after the business combination;

and the private placement units are subject to a lock-up until the business combination.

Refer to Notes 1, 3, 4, 5 and 7 for further detail.

Initial Public Offering

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements