Crown Reserve Acquisition Corp. I 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our Units commenced trading on the Nasdaq Capital Market on November 7, 2025 under the symbol “CRACU.” On or about December 9, 2025, the Units began separate trading, and the Class A ordinary shares, warrants and rights commenced trading under the symbols “CRAC,” “CRACW” and “CRACR,” respectively. Holders As of March 7, 2026, there was one holder of record of our Class B ordinary shares and three holders of record of our Class A ordinary shares (excluding shares held in street name). Because most of our ordinary shares are held in “street name” by brokers and other institutions on behalf of shareholders, we believe the number of beneficial holders of our ordinary shares is significantly higher. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a Business Combination. The payment of any cash dividends will be within the discretion of our Board of Directors at that time. In addition, our Board is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Securities Authorized for Issuance Under Equity Compensation Plans None. We have not adopted any equity compensation plans. Recent Sales of Unregistered Securities On April 29, 2025, our Sponsor received 4,312,500 Class B ordinary shares for aggregate consideration of $25,000. The Sponsor is an accredited investor and the issuance was exempt from registration under Section 4(a)(2) of the Securities Act. The Founder Shares are identical to the Class A ordinary shares included in the Units sold in the IPO, except that (i) the Founder Shares are subject to certain transfer restrictions as described herein, (ii) our Sponsor agreed to certain voting arrangements, and (iii) the Founder Shares will automatically convert into Class A ordinary shares at the time of our initial Business Combination on a one-for-one basis. Simultaneously with the closing of the IPO on November 10, 2025, we consummated the sale of 375,000 Private Placement Units, of which 175,000 were sold to our Sponsor and 200,000 were sold to Polaris Advisory Partners, at a price of $8.00 per unit, generating gross proceeds of $3,000,000. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Use of Proceeds On November 10, 2025, we consummated the IPO of 17,250,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000, including full exercise of the underwriters’ over-allotment option. Simultaneously, we consummated the sale of 375,000 Private Placement Units at $8.00 per unit, generating proceeds of $3,000,000. The securities in the IPO were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-287674), declared effective by the SEC on November 5, 2025. 34 Of the gross proceeds of $172,500,000 from our IPO, $172,500,000 was deposited into the Trust Account. Transaction costs deducted at closing amounted to $2,079,000, consisting of $1,725,000 of upfront underwriting commissions paid to Polaris Advisory Partners and $354,000 of other offering costs ($150,000 underwriter expense reimbursement, $144,500 issuer counsel, $30,000 Cayman counsel, $21,000 Edgar Agent, and $8,500 trustee). An additional $473,133 of offering costs were paid by the Sponsor on the Company’s behalf after closing and allocated to Class A temporary equity, for total offering costs charged to equity of $2,552,133. The deferred underwriting commission of $300,000 is payable to Polaris Advisory Partners only upon consummation of a Business Combination. The remaining $695,000 was designated for working capital and operating expenses outside of the Trust Account. The Company held no cash outside the Trust Account during the period. All formation and operating costs were paid by the Sponsor on behalf of the Company. No payments were made directly or indirectly to any of our directors or officers, or their associates, or to any persons owning 10% or more of our ordinary shares, or to any of our affiliates, other than the $10,000 per month administrative services fee paid to the Sponsor pursuant to the Administrative Services Agreement. Use of Proceeds from our Initial Public Offering On November 10, 2025, we consummated our IPO of 17,250,000 Units at $10.00 per Unit, generating gross proceeds of $172,500,000. Each Unit consisted of one Class A ordinary share, one-half of one redeemable warrant, and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of our initial Business Combination. Simultaneously with the closing of the IPO, we sold 375,000 Private Placement Units to the Sponsor and 200,000 Private Placement Units to Polaris Advisory Partners, each at $8.00 per unit, generating aggregate gross proceeds of $3,000,000 from the Private Placement. Transaction costs deducted from IPO proceeds at closing amounted to $2,079,000, consisting of $1,725,000 in upfront underwriting commissions paid to Polaris Advisory Partners (1.0% of gross IPO proceeds) and $354,000 of other offering costs ($150,000 underwriter expense reimbursement, $144,500 issuer counsel, $30,000 Cayman counsel, $21,000 Edgar Agent, and $8,500 trustee). An additional $473,133 of offering costs were paid by the Sponsor on the Company’s behalf after closing. The deferred underwriting commission of $300,000 is payable to Polaris Advisory Partners only upon consummation of a Business Combination and is recorded as a liability on the balance sheet. A total of $172,500,000 ($10.00 per public share) from the net proceeds of the sale of the public Units in the IPO and a portion of the net proceeds from the sale of the Private Placement Units was placed in the Trust Account. As of December 31, 2025, the Trust Account held $173,403,838, including $903,838 of dividends earned on the U.S. Treasury money market fund investments since the IPO closing date. The $695,000 of net proceeds not placed in the Trust Account were designated for the following purposes: (i) legal, accounting, due diligence, travel, and other expenses in connection with any Business Combination ($180,000); (ii) director and officer liability insurance premiums ($150,000); (iii) legal and accounting fees related to regulatory reporting obligations ($80,000); (iv) Nasdaq continued listing fees ($50,000); (v) administrative and support services ($30,000); and (vi) working capital to cover miscellaneous expenses ($205,000). The Sponsor has been funding the Company’s formation and operating costs; as of December 31, 2025, the Company owed the Sponsor $448,082 for such costs. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Recent Sales of Unregistered Securities On November 10, 2025, simultaneously with the closing of our IPO, we sold 375,000 Private Placement Units to our Sponsor, Crown Acquisition Sponsor LLC, and 200,000 Private Placement Units to Polaris Advisory Partners at a price of $8.00 per unit, generating gross proceeds of $3,000,000 in the aggregate. In addition, we issued 431,250 Class A ordinary shares as representative shares to Polaris Advisory Partners. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid with respect to such sales. Item 6. [Reserved] 35