Crown Reserve Acquisition Corp. I 10-K

Item 8. Financial Statements and Supplementary Data The financial statements and supplementary data required by this item are presented below beginning with the Report of Independent Registered Public Accounting Firm. Report of Independent Registered Public Accounting Firm (PCAOB ID) 587 F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from April 29, 2025 (Inception) to December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the Period from April 29, 2025 (Inception) to December 31, 2025 F-5 Statement of Cash Flows for the Period from April 29, 2025 (Inception) to December 31, 2025 F-6 Notes to Financial Statements F-7 F- 1 New York Office: 805 Third Avenue New York, NY 10022 212.838.5100 www.rbsmllp.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Crown Reserve Acquisition Corp. I Opinion on the Financial Statements We have audited the accompanying balance sheet of Crown Reserve Acquisition Corp. I (the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from April 29, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from April 29, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph — Going Concern The accompan ying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has until November 10, 2026 (automatically extended to February 10, 2027 upon execution of a Business Combination agreement) to consummate a Business Combination. If a Business Combination is not consummated, the Company will cease all operations except for winding up, redeem all of the public shares, and dissolve. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ RBSM LLP We have served as the Company’s auditor since 2025 New York, NY March 27, 2026 New York, NY Washington DC Mumbai & Pune, India San Francisco, CA Houston, TX Boca Raton, FL Las Vegas, NV Beijing, China Athens, Greece Member: ANTEA International with affiliated offices worldwide F- 2 CROWN RESERVE ACQUISITION CORP. I BALANCE SHEET As of December 31, 2025 ASSETS Current assets: Due from related party $ 448,082 Total current assets 448,082 Cash and marketable securities held in Trust Account $ 173,403,838 Total assets $ 173,851,920 LIABILITIES AND SHAREHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 101,667 Warrant liability 1,419,066 Deferred underwriting fee payable 300,000 Total liabilities 1,820,733 Commitments and contingencies Class A ordinary shares subject to possible redemption, 17,250,000 shares at redemption value of $ 10.00 per share 173,403,838 Shareholders' deficit: Preferred shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding - Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; 806,250 issued and outstanding (excluding 17,250,000 subject to possible redemption) 81 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 4,312,500 shares issued and outstanding 431 Additional paid-in capital - Accumulated deficit ( 1,373,163 ) Total shareholders' deficit ( 1,372,651 ) Total liabilities and shareholders' deficit $ 173,851,920 The accompanying notes are an integral part of these financial statements. F- 3 CROWN RESERVE ACQUISITION CORP. I STATEMENT OF OPERATIONS For the Period from April 29, 2025 (Inception) to December 31, 2025 For the Period from April 29, 2025 (Inception) to December 31, 2025 General and administrative costs $ 126,601 Loss from operations ( 126,601 ) Other income: Change in fair value of warrant liability 352,368 Dividends earned on marketable securities held in Trust Account 903,838 Interest income 149 Total other income 1,256,355 Net income 1,129,754 Allocation of net income: Class A ordinary shares $ 512,155 Class B ordinary shares $ 617,599 Weighted-average shares outstanding — basic and diluted: Class A ordinary shares 3,576,220 Class B ordinary shares 4,312,500 Net income per ordinary share — basic and diluted: Class A ordinary shares $ 0.14 Class B ordinary shares $ 0.14 The accompanying notes are an integral part of these financial statements. F- 4 CROWN RESERVE ACQUISITION CORP. I STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) For the Period from April 29, 2025 (Inception) to December 31, 2025 Preferred Shares Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders' Shares Amount Shares Amount Shares Amount Capital Deficit Deficit Balances at April 29, 2025 (inception) - $ - - $ - - $ - $ - $ - $ - Issuance of Class B ordinary shares to Sponsor - - - - 4,312,500 431 24,569 - 25,000 Sale of Private Placement Units - - 375,000 38 - - 2,999,962 - 3,000,000 Fair value of representative shares deferred until IPO - - 431,250 43 - - - - 43 Fair value of rights included in Public Units - - - - - - 8,242,050 - 8,242,050 Offering costs - - - - - - ( 2,552,033 ) - ( 2,552,033 ) Accretion for Class A ordinary shares to redemption amount - - - - - - ( 8,714,548 ) ( 2,502,917 ) ( 11,217,465 ) Net income - - - - - - - 1,129,754 1,129,754 Balances at December 31, 2025 - $ - 806,250 $ 81 4,312,500 $ 431 $ - $ ( 1,373,163 ) $ ( 1,372,651 ) The accompanying notes are an integral part of these financial statements. F- 5 CROWN RESERVE ACQUISITION CORP. I STATEMENT OF CASH FLOWS For the Period from April 29, 2025 (Inception) to December 31, 2025 Cash flows from operating activities: Net income $ 1,129,754 Adjustments to reconcile net income to net cash used in operating activities: Change in fair value of warrant liability ( 352,368 ) Dividends earned on marketable securities held in Trust Account ( 903,838 ) Changes in operating assets and liabilities: Accounts payable and accrued expenses 101,667 Net cash used in operating activities ( 24,785 ) Cash flows from investing activities: Cash deposited into Trust Account ( 172,500,000 ) Net cash used in investing activities ( 172,500,000 ) Cash flows from financing activities: Proceeds from Initial Public Offering 172,500,000 Proceeds from issuance of ordinary shares to Sponsor 25,000 Proceeds from private placement 3,000,000 Payment of offering costs ( 2,552,033 ) Advances to related party, net ( 448,182 ) Net cash provided by financing activities 172,524,785 Net change in cash and cash equivalents - Cash and cash equivalents at beginning of period - Cash and cash equivalents at end of period $ - Supplemental cash flow information: Cash paid for interest $ - Cash paid for income taxes $ - Supplemental disclosure of non-cash financing and investing activities: Initial value of Class A ordinary shares subject to possible redemption $ 161,282,678 Change in value of common stock subject to redemption $ 903,838 Accretion of Class A ordinary shares to redemption value $ 11,217,465 Deferred underwriting fee payable upon Business Combination $ 300,000 Initial fair value of warrant liability recognized $ 1,771,434 The accompanying notes are an integral part of these financial statements. F- 6 CROWN RESERVE ACQUISITION CORP. I NOTES TO FINANCIAL STATEMENTS For the Period from April 29, 2025 (Inception) to December 31, 2025 NOTE 1 — ORGANIZATION AND BUSINESS OPERATIONS Crown Reserve Acquisition Corp. I (the “Company”) was incorporated as a Cayman Islands exempted company on April 29, 2025 . The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination. All activity for the period from April 29, 2025 (inception) through December 31, 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. The Company will generate non-operating income in the form of interest income on cash and cash equivalents and dividends earned on marketable securities held in the Trust Account. The Company’s sponsor is Crown Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on September 26, 2025. On November 10, 2025, the Company consummated its Initial Public Offering (“IPO”) of 17,250,000 units (the “Units”), including the purchase by the underwriters of 2,250,000 additional Units at the offering price, reflecting the full exercise of the over-allotment option. The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 172,500,000 . Each Unit consisted of one Class A ordinary share, one-half of one redeemable warrant, and one right (a “Public Right”) to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial Business Combination. Simultaneously with the closing of the IPO, the Company consummated the private sale of an aggregate of 375,000 private placement units (the “Private Placement Units”), of which 175,000 were purchased by the Sponsor and 200,000 were purchased by Polaris Advisory Partners (“Polaris”), each at a price of $ 8.00 per Private Placement Unit, generating total proceeds of $ 3,000,000 . 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 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 . In conjunction with the IPO, the Company issued to Polaris, as representative of the underwriters, 431,250 Units (the “Representative Units”) for no cash consideration. The fair value of the Representative Units was accounted for as underwriting compensation under ASC 718. Following the closing of the IPO, an amount of $ 172,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in a trust account (the “Trust Account”) located in the United States, maintained by Equiniti Trust Company, LLC as trustee, and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. As of December 31, 2025, the Trust Account held $ 173,403,838 , including $ 903,838 of dividends earned since the IPO closing date. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (excluding any deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest sufficient for it not to be required to register as an investment company under the Investment Company Act. F- 7 The Company will provide the holders of the outstanding public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The Public Shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned thereon and not previously released to the Company to pay taxes. The per-share amount distributed from the Trust Account to redeeming Public Shareholders will not be reduced by the deferred underwriting commissions. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants or rights. All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination, and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group,” will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Class A ordinary shares sold in the IPO without the prior consent of the Company. If the Company is unable to complete a Business Combination by November 10, 2026 ( 12 months from the closing of the IPO), or February 10, 2027 if the Combination Period is automatically extended upon execution of a definitive agreement for a Business Combination (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 aggregate amount then on deposit in the Trust Account, including interest earned thereon and not previously released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares; and (iii) as promptly as reasonably possible following such redemption, liquidate and dissolve. The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Units if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period. Going Concern As of December 31, 2025, the Company held no cash outside the Trust Account and had a working capital deficit funded entirely by the Sponsor. The Company has until November 10, 2026 (automatically extended to February 10, 2027 upon execution of a Business Combination agreement) to consummate a Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will cease all operations except for winding up and will redeem 100 % of the outstanding Class A ordinary shares. In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, management has determined that the mandatory liquidation, should a Business Combination not occur, and the potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 10, 2026 (or February 10, 2027 if the Combination Period is automatically extended). In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s management team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such Working Capital Loans at that time. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay such Working Capital Loans, but no proceeds held in the Trust Account would be used to repay such Working Capital Loans. Up to $ 5,000,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $ 8.00 per unit, at the option of the lender. As of December 31, 2025, there were no amounts outstanding under any Working Capital Loans. On December 3, 2025, the Company issued a press release announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares, warrants, and rights included in the Units commencing on December 9, 2025. Those Units that are not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “CRACU” and the Class A ordinary shares, warrants, and rights that are separated will trade on Nasdaq under the symbols “CRAC,” “CRACW,” and “CRACR,” respectively. Each holder of Units will need to have its broker contact VStock Transfer, LLC, the Company’s transfer agent, in order to separate the holder’s Units into Class A ordinary shares, warrants, and rights. F- 8 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with generally accepted accounting principles in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC, covering the period from April 29, 2025 (inception) to December 31, 2025. Segment Reporting The Company complies with ASC 280, “Segment Reporting,” which establishes standards for reporting information about operating segments in annual financial statements. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from April 29, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the IPO. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds held in the Trust Account. The Company’s CODM has been identified as the Chief Financial Officer , who reviews operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company operates as a single operating segment. The CODM does not review assets, which primarily consist of investments held in the Trust Account, in evaluating the results of the Company, and therefore such information is not presented separately. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews the following key metrics for the period: General and administrative expenses: $ 126,601 | Dividends earned on marketable securities held in Trust Account: $ 903,838 . The key measures of segment profit or loss reviewed by the CODM are dividends earned on marketable securities held in the Trust Account and general and administrative expenses. The CODM reviews dividends earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. The most significant estimates relate to the fair value of the warrant liability and the Public Rights. Cash and Cash Equivalents The Company held no cash outside the Trust Account during the period. All formation and operating costs, offering costs, and Private Placement proceeds were paid by or received through the Sponsor’s account on the Company’s behalf. These transactions are presented as non-cash activities in the accompanying statement of cash flows. The Company considers all short-term investments with an original maturity of three months or less to be cash equivalents. There were no cash equivalents as of December 31, 2025. F- 9 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution. During the period, all cash was held in the Sponsor’s account on the Company’s behalf, which at times may exceed the Federal Deposit Insurance Corporation (“FDIC”) coverage limit of $ 250,000 . Any loss incurred or lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of December 31, 2025, the Company has not experienced losses on this account, and management believes the Company is not exposed to significant credit risk due to the financial strength of the institution in which the funds are held. Cash and Marketable Securities Held in Trust Account At December 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds invested primarily in U.S. government securities with a maturity of 185 days or less. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in dividends earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in Trust Account are determined using available market information and are classified as Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of December 31, 2025, the Trust Account held $ 173,403,838 , including $ 903,838 of dividends earned. Dividends earned on Trust investments remain in the Trust Account, are not available for the Company’s operations, and are presented as non-cash adjustments in the statement of cash flows. For the period from April 29, 2025 (inception) through December 31, 2025, the Company did not withdraw any interest earned on the Trust Account. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature, except for the warrant liability, which is measured at fair value on a recurring basis (see Note 5). Offering Costs Associated with the IPO The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting Bulletin Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Transaction costs deducted from IPO proceeds at closing amounted to $ 2,079,000 ($ 1,725,000 upfront underwriting commissions and $ 354,000 other offering costs, consisting of: $ 150,000 underwriter expense reimbursement, $ 144,500 issuer counsel fees, $ 30,000 Cayman counsel fees, $ 21,000 Edgar Agent fees, and $ 8,500 trustee setup fees). An additional $ 473,133 of offering costs were paid by the Sponsor on the Company’s behalf after the IPO closing date and recognized upon IPO consummation, for total offering costs charged to Class A temporary equity of $ 2,552,133 . The deferred underwriting commission of $ 300,000 , payable only upon consummation of a Business Combination, is recorded as a liability and excluded from offering costs charged to equity. Warrant Liabilities The Company accounts for Public Warrants as liabilities under ASC 815-40, recognized at fair value upon issuance with subsequent changes recognized in the statement of operations per ASC 815-40-35-4. The Public Warrants are classified as liabilities because the Warrant Agreement contains a provision under which warrant holders may receive cash in connection with a tender offer if such tender offer is accepted by holders of more than 50 % of Class A ordinary shares — an event outside the sole control of the Company. Fair value is estimated using a 500-step Binomial Lattice model (see Note 5). Public Rights The Company accounts for Public Rights as permanent equity under ASC 815-40. Each Right entitles the holder to receive 0.20 of a Class A ordinary share upon consummation of a Business Combination for no additional consideration. Rights are indexed to the Company’s own stock, contain no net-cash settlement provisions, and expire worthless in liquidation. The fair value of Rights at issuance is recorded within additional paid-in capital (see Note 6). Rights are not remeasured subsequent to initial recognition. F- 10 Class A Ordinary Shares Subject to Possible Redemption All 17,250,000 Class A ordinary shares are classified as temporary equity under ASC 480-10-S99 as they are redeemable in connection with a Business Combination vote, tender offer, or failure to complete a Business Combination within the Combination Period — all events outside the sole control of the Company. The Company accretes Class A shares to maximum redemption value at each reporting date through charges to additional paid-in capital and accumulated deficit. As of December 31, 2025, the redemption value of the Class A ordinary shares is $ 173,403,838 ($ 10.00 per share plus trust earnings per share). Net Income Per Ordinary Share The Company applies the two-class method under ASC 260 to compute earnings per ordinary share. Both Class A and Class B ordinary shares are participating securities sharing equally in dividends and distributions. Net income is allocated between classes based on weighted-average shares outstanding. Accretion of Class A shares to redemption value is a direct equity charge excluded from the EPS numerator. Diluted EPS equals basic EPS as there are no dilutive securities. Income Taxes The Company is a Cayman Islands exempted company not subject to income taxes under current Cayman Islands law. The income tax provision for the period is zero . Management has determined there are no uncertain tax positions that would require recognition or disclosure. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements would have a material effect on the Company’s financial statements. NOTE 3 — INITIAL PUBLIC OFFERING On November 10, 2025, the Company consummated its IPO of 17,250,000 Units at $ 10.00 per Unit for aggregate gross proceeds of $ 172,500,000 , including the full exercise of the underwriters’ over-allotment option of 2,250,000 Units. 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 (comprised of: $ 150,000 underwriter expense reimbursement, $ 144,500 issuer counsel fees, $ 30,000 Cayman counsel fees, $ 21,000 Edgar Agent fees, and $ 8,500 trustee setup fees). 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 . All transaction costs were allocated to temporary equity (Class A ordinary shares). Simultaneously with the IPO closing, the Sponsor purchased 175,000 Private Placement Units and Polaris Advisory Partners purchased 200,000 Private Placement Units at $ 8.00 per unit, generating $ 3,000,000 , which was deposited into the Trust Account by the Sponsor. Each Unit consists of one Class A ordinary share, one-half of one redeemable warrant (“Public Warrant”), and one right (“Public Right”). Upon separation, each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, and each Public Right entitles the holder to receive 0.20 of a Class A ordinary share upon consummation of a Business Combination. Units began separate trading on Nasdaq on or about December 9, 2025 under the symbols CRAC, CRACW, and CRACR. F- 11 NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares On April 29, 2025, the Sponsor received 4,312,500 Class B ordinary shares for aggregate consideration of $ 25,000 (approximately $ 0.006 per share). The over-allotment option was exercised in full at IPO closing; accordingly, no Founder Shares were subject to forfeiture as of December 31, 2025. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to certain adjustments. Sponsor Funding of Company Operations The Company held no operating cash during the period. The Sponsor paid all formation and operating costs totaling $ 126,601 on the Company’s behalf, consisting of: (i) $ 101,667 accrued in accounts payable and accrued expenses on the balance sheet; and (ii) $ 24,934 of operating costs paid directly by the Sponsor with no corresponding balance sheet entry (reflected as a non-cash activity in the statement of cash flows). Additionally, the Sponsor paid $ 2,308,385 of offering costs on behalf of the Company (reflected as a non-cash activity in the statement of cash flows), consisting of $ 2,079,000 in offering costs channeled through the Sponsor’s account at the IPO closing and $ 229,385 of direct post-IPO and post-9/30 offering cost payments to legal counsel, auditors, and the transfer agent. Due from Related Party As of December 31, 2025, the Company had a receivable of $ 448,082 due from the Sponsor. This amount represents Private Placement proceeds received by the Sponsor on the Company’s behalf that were designated for use outside the Trust Account, net of formation and operating costs paid by the Sponsor on the Company’s behalf and other amounts owed to the Sponsor. The net amount is classified as a current asset on the balance sheet. The amounts are non-interest bearing, unsecured and due on demand. NOTE 5 — WARRANT LIABILITIES The Company issued 8,625,000 redeemable warrants (“Public Warrants”) as part of the IPO Units (each Unit contained one-half of one Public Warrant). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per share, subject to adjustment. The Public Warrants will become exercisable 30 days after the completion of a Business Combination and will expire five years after the completion of a Business Combination, or earlier upon redemption or liquidation. The Company may redeem the outstanding Public Warrants at a price of $ 0.01 per warrant if the Class A ordinary share price equals or exceeds $ 18.00 per share for any 20 trading days within a 30 -trading day period commencing at least 150 days after a Business Combination. The Public Warrants are classified as liabilities at fair value in accordance with ASC 815-40. The Company determined that the Public Warrants do not meet the criteria for equity classification because the Warrant Agreement contains a provision pursuant to which the warrant holders could receive cash in connection with a tender offer accepted by more than 50 % of the Class A ordinary shareholders — an event that is outside the Company’s control. Accordingly, the Public Warrants are recorded as liabilities at fair value, with changes in fair value recognized in the statement of operations each reporting period. F- 12 Fair Value Measurement The Public Warrants are classified as Level 3 in the fair value hierarchy as they are valued using a binomial lattice model with unobservable inputs. The significant inputs used in the valuation were: stock price of $ 10.00 , strike price of $ 11.50 , expected volatility of 12.3 %, and a risk-free rate of 3.52 % at issuance ( 3.48 % at December 31, 2025). The remaining contractual term was 1.25 years at issuance and approximately 1.11 years at December 31, 2025. The following table presents the changes in the fair value of the warrant liability for the period from April 29, 2025 (inception) to December 31, 2025: Amount Initial recognition at November 10, 2025 (IPO closing) $ 1,771,434 Change in fair value (gain) for the period ( 352,368 ) Balance at December 31, 2025 $ 1,419,066 The gain on the change in fair value of the warrant liability of $ 352,368 is included in “Change in fair value of warrant liability” in the accompanying statement of operations. Fair Value Hierarchy The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized: Description Level November 10, 2025 (IPO) December 31, 2025 Assets: Investments held in Trust Account (money market funds) 1 $ 172,500,000 $ 173,403,838 Liabilities: Warrant liability 3 $ 1,771,434 $ 1,419,066 There were no transfers between levels of the fair value hierarchy during the period. NOTE 6 — PUBLIC RIGHTS The Company issued 17,250,000 Public Rights as part of the IPO Units. Each Public Right automatically entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a Business Combination, for no additional consideration. No fractional shares will be issued upon exchange of the Public Rights; fractional entitlements will be rounded down. If the Company does not complete a Business Combination within the Combination Period, the Public Rights will expire worthless. The Public Rights are classified as permanent equity under ASC 815-40 because they are indexed to the Company’s own stock and do not contain any net-cash settlement provisions. Accordingly, 17,250,000 outstanding Public Rights would result in the issuance of 3,450,000 additional Class A ordinary shares upon consummation of a Business Combination. The Public Rights are not remeasured after initial recognition. The Company measured the fair value of the Public Rights at the IPO date using a probability-weighted expected return method (PWERM) based on a de-SPAC probability estimate of 25.0 %, a conversion ratio of 0.20, and a risk-free rate of 3.52 % over an estimated remaining term of 1.25 years, resulting in a fair value of $0.4778 per right. The aggregate fair value of $ 8,242,050 ( 17,250,000 × $ 0.4778 ) was recorded as an increase to additional paid-in capital at the IPO date. F- 13 NOTE 7 — CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION All 17,250,000 Class A ordinary shares are classified as temporary equity (“Class A ordinary shares subject to possible redemption”) in accordance with ASC 480-10-S99-3A. Redemption is considered probable given the governing documents’ mandatory redemption provisions upon expiration of the Combination Period. The Company accretes the carrying value of Class A ordinary shares to their redemption value at each reporting date, with accretion charged first to additional paid-in capital until exhausted, and the remainder charged to accumulated deficit. The following table summarizes the accretion of Class A ordinary shares to redemption value for the period from April 29, 2025 (inception) to December 31, 2025: Class A Ordinary Shares Subject to Possible Redemption Amount Gross proceeds from IPO $ 172,500,000 Less: Initial fair value of Public Warrants ( 1,771,434 ) Less: Initial fair value of Public Rights ( 8,242,050 ) Class A ordinary shares — initial carrying value $ 162,486,516 Plus: Accretion to redemption value — Step 1 10,013,484 Class A ordinary shares at redemption value ($10.00 per share) $ 172,500,000 Plus: Trust dividends earned — Step 2 903,838 Class A ordinary shares subject to possible redemption at December 31, 2025 $ 173,403,838 Total accretion for the period: Step 1 — APIC exhausted $ 8,714,448 Step 1 — remainder to accumulated deficit 1,299,036 Step 2 — trust dividends to accumulated deficit 903,838 Step 3 — deferred underwriting fee payable 300,000 Total accretion $ 11,217,322 Accretion Step 1 of $ 10,013,484 was charged first to additional paid-in capital ($ 8,714,448 ) until exhausted, with the remaining $ 1,299,036 charged to accumulated deficit. Accretion Step 2 of $ 903,838 (trust dividends earned) was charged entirely to accumulated deficit. Accretion Step 3 of $ 300,000 represents the recognition of the deferred underwriting fee payable upon IPO closing (Dr. Class A accretion / Cr. Deferred underwriting fee payable), charged entirely to accumulated deficit. NOTE 8 — COMMITMENTS AND CONTINGENCIES Deferred Underwriting Fee The Company is obligated to pay Polaris Advisory Partners a deferred underwriting commission of $ 300,000 , which will become payable from the Trust Account solely upon the completion of a Business Combination. The deferred underwriting commission is recorded as a liability on the Company’s balance sheet. If the Company does not complete a Business Combination within the Combination Period and liquidates, the deferred underwriting commission will be forfeited and Polaris Advisory Partners will not receive any portion of the deferred fee. Registration and Shareholder Rights The holders of the Founder Shares, Private Placement Units, and any shares that may be issued upon conversion of working capital loans (and all underlying securities) are entitled to registration rights pursuant to a Registration and Shareholder Rights Agreement dated November 7, 2025, requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Registration and Shareholder Rights Agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. F- 14 Underwriting Agreement The underwriters were entitled to an upfront underwriting commission of 1.0 % of the gross IPO proceeds ($ 1,725,000 ) and will be entitled to a deferred underwriting commission of $ 300,000 upon completion of a Business Combination. The deferred underwriting commission will be paid from the Trust Account upon completion of a Business Combination; if there is no Business Combination, the deferred commission is forfeited. NOTE 9 — SHAREHOLDERS’ DEFICIT Preference Shares The Company is authorized to issue 5,000,000 preference shares, $ 0.0001 par value. No preference shares were issued or outstanding as of December 31, 2025. Class A Ordinary Shares The Company is authorized to issue 300,000,000 Class A ordinary shares, $ 0.0001 par value. As of December 31, 2025, there were 806,250 Class A ordinary shares issued and outstanding, excluding the 17,250,000 Class A ordinary shares subject to possible redemption classified as temporary equity. The 806,250 Class A shares represent representative shares issued to the underwriters upon IPO closing ( 431,250 shares), shares issued to the Sponsor as part of the Private Placement Units ( 175,000 shares), and shares issued to Polaris Advisory Partners as part of the Private Placement Units ( 200,000 shares). Class B Ordinary Shares The Company is authorized to issue 50,000,000 Class B ordinary shares, $ 0.0001 par value. As of December 31, 2025, there were 4,312,500 Class B ordinary shares issued and outstanding. These “Founder Shares” were issued to the Sponsor on April 29, 2025 for aggregate consideration of $ 25,000 . The Founder Shares will automatically convert into Class A ordinary shares upon consummation of a Business Combination on a one-for-one basis, subject to adjustments so that the Sponsor and its permitted transferees will own, in the aggregate, 20 % of the total number of issued and outstanding ordinary shares following the IPO (excluding Private Placement Units and any shares issuable pursuant to the conversion of the rights). NOTE 10 — NET INCOME PER ORDINARY SHARE — TWO-CLASS METHOD The Company complies with the accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The Company applies the two-class method in calculating net income per ordinary share, as both Class A and Class B ordinary shares participate equally in dividends and other distributions. The accretion of Class A ordinary shares to redemption value is excluded from earnings per share as it is a direct equity transaction. The following table reflects the calculation of basic and diluted net income per ordinary share for the period from April 29, 2025 (inception) to December 31, 2025: Allocation of net income — Class A ordinary shares: $ 512,155 ; Class B ordinary shares: $ 617,599 ; Total: $ 1,129,754 . Weighted-average shares outstanding, basic and diluted — Class A ordinary shares: 3,576,220 ( 17,250,000 shares outstanding for 51 days of the 246-day period); Class B ordinary shares: 4,312,500 . Basic and diluted net income per ordinary share — Class A ordinary shares: $ 0.14 ; Class B ordinary shares: $ 0.14 . The Company had no dilutive securities outstanding during the period. Accordingly, diluted net income per share equals basic net income per share for both classes of ordinary shares. NOTE 11 — SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these financial statements were available to be issued and has not identified any events requiring disclosure or adjustment, except as noted below. The Company continues its search for a suitable Business Combination target. As of the date these financial statements were available to be issued, the Company has not identified or entered into any definitive agreement with a Business Combination target. The initial Combination Period expires November 10, 2026, automatically extending to February 10, 2027 upon execution of a Business Combination agreement. F- 15 Item 8. Financial Statements and Supplementary Data The financial statements required by this item begin on page F-1. See the Index to Financial Statements on the following page. No supplementary financial data is required for a smaller reporting company. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.