Crown Reserve Acquisition Corp. I 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were not effective due to the material weakness described below. Material Weakness Management identified a material weakness in internal control over financial reporting in connection with the accounting for complex financial instruments — specifically, the initial classification and valuation of warrant liabilities and the valuation of Public Rights. Management’s Annual Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act. We are an emerging growth company, as defined in the JOBS Act, and as such we are exempt from the attestation requirement. Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the material weakness described above. Changes in Internal Control Over Financial Reporting Other than the remediation activities described above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Trading Arrangements No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or any “non-Rule 10b5-1 trading arrangement” as defined in paragraph (c) of Item 408 of Regulation S-K, during the quarter ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 39 PART III Item 10. Directors, Executive Officers and Corporate Governance Directors and Executive Officers The following table sets forth information about our current directors and executive officers: Name Age Position Prashant Patel 51 Chairman and Chief Executive Officer Eric Sherb 38 Chief Financial Officer and Director Michael L. Peterson 63 Independent Director Donald G. Fell 79 Independent Director Avinash Wadhwani 57 Independent Director Mayur Doshi 63 Independent Director Biographical Information Prashant Patel — Chairman and Chief Executive Officer Prashant Patel (age 51) has served as our Chairman and Chief Executive Officer since our inception in April 2025. Mr. Patel served as a director and president of TRxADE Health, Inc. (NASDAQ: MEDS) from 2014 to June 2024, and as a director and president of Scienture Holdings Inc. (NASDAQ: SCNX) from June 2023 to May 2025. He also served as a director and president of Wellgistics Health, Inc. (f/k/a Danam Health Inc. (NASDAQ: WGRX)) from January 2024 to August 2025. Mr. Patel has been a board advisor to several special purpose acquisition companies, including Powerup Acquisitions Corp. (NASDAQ: PWUP) from August 2023 until its initial business combination into Aspire Biopharma Holdings Inc. (NASDAQ: ASBP) in February 2025, and Aesther Healthcare Acquisitions Corp. (NASDAQ: AEHA) from June 2021 until its initial business combination into Ocean Biomedical Inc. (OTC: OCEA) in February 2023. Mr. Patel is a registered pharmacist and seasoned entrepreneur with experience across the pharmaceutical, biotech and healthcare industries. He founded and operated Tampa Bay Pharmacy and Apaa LLC, community pharmacies, between 2008 and 2014, and Pharmaceutical Returns of America LLC, a Florida-based pharmaceutical reverse distributor, between 2006 and 2010. After graduating with a BPharm from the University of Nottingham, UK, Mr. Patel completed an MSc in Transport, Trade & Finance from Cass Business School, City University, UK. Eric Sherb — Chief Financial Officer and Director Eric Sherb (age 38) has served as our Chief Financial Officer and a director since our inception in April 2025. Mr. Sherb is a CPA with 16 years of experience in accounting advisory, auditing and mergers and acquisitions. He currently serves as Chief Financial Officer of SMC Entertainment Inc. (OTC: SMCE) since January 2025, Scienture Holdings, Inc. (NASDAQ: SCNX) since March 2025, and Fatpipe Inc. (NASDAQ: FATN) since April 2025. Since October 2018, Mr. Sherb has been the founder and owner of EMS Consulting Services, LLC, providing accounting advisory and CFO services including audit and IPO readiness, SEC financial reporting and compliance. Prior to founding EMS Consulting Services, LLC, Mr. Sherb served as Senior Manager at CFGI (March 2015 to October 2018), Audit Manager at RBSM LLP (January 2013 to January 2015), and began his career at PricewaterhouseCoopers in New York City across hedge funds, manufacturing and healthcare industries (July 2008 to January 2013). Mr. Sherb is also the managing member of Crown Acquisition Sponsor LLC. He has extensive experience in SEC financial reporting and governance, including IPOs, direct listings, SPAC and de-SPAC transactions. Independent Directors Michael L. Peterson — Independent Director Michael L. Peterson (age 63) serves as a director, chairman of our compensation committee, and member of our audit committee. Since January 2021, Mr. Peterson has served as a director of Indonesia Energy Corporation Limited (NYSE American: INDO). Mr. Peterson commenced serving as President, Chief Executive Officer and as a director of Lafayette Energy Corp. in April 2022. Mr. Peterson has served as a director of Kernel Group Holdings, Inc. (NASDAQ: KRNL) since December 2022, Oceantech Acquisitions I Corp. (NASDAQ: OTAC) since March 2023, and Integrated Wellness Acquisition Corp (OTC: WELNF) since February 2024. Mr. Peterson served as a director of Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc. (OTC: OCEA)) from June 2021 until the completion of its initial business combination in February 2023, and as a director of Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings Inc. (NASDAQ: TVGN)) from June 2023 until the completion of its initial business combination in February 2024. Mr. Peterson also serves as a director of Wellgistics Health, Inc. since January 2024. He previously served as CEO of PEDEVCO Corp. (NYSE American: PED) from May 2016 to May 2018. Mr. Peterson received his MBA from the Marriott School of Management and a BS in statistics/computer science from Brigham Young University. 40 Donald G. Fell — Independent Director Donald G. Fell (age 79) serves as a director, chairman of our audit committee, and member of our compensation committee. Mr. Fell has served as a director of TRxADE Health, Inc. (n/k/a Scienture Holdings, Inc. (NASDAQ: SCNX)) since January 2014, as a director of Kernel Group Holdings, Inc. (NASDAQ: KRNL) since December 2022, Oceantech Acquisitions I Corp. (NASDAQ: OTAC) since March 2023, and Integrated Wellness Acquisition Corp (OTC: WELNF) since February 2024. Mr. Fell served as a director of Aesther Healthcare Acquisition Corp. (n/k/a Ocean Biomedical, Inc. (OTC: OCEA)) from June 2021 until the completion of its initial business combination in February 2023, and as a director of Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings Inc. (NASDAQ: TVGN)) from June 2023 until the completion of its initial business combination in February 2024. He is presently Professor and Institute Director for the Foundation for Teaching Economics (Davis, CA) and adjunct professor of economics for the University of Colorado, Colorado Springs. Mr. Fell holds undergraduate and graduate degrees in economics from Indiana State University. Avinash Wadhwani — Independent Director Avinash Wadhwani (age 57) serves as a director. He is currently Executive Vice President and Strategic Advisor of TransForm Solution Inc. since May 2023. From May 2020 to April 2023, Mr. Wadhwani co-founded a SaaS-based blockchain startup. From April 2009 to April 2020, Mr. Wadhwani held positions at Cognizant Technology Solutions, ending his tenure as Assoc. Director, Capital Markets & Investment Banking. He previously served on the board of Semper Paratus Acquisition Corporation (n/k/a Tevogen Bio Holdings Inc. (NASDAQ: TVGN)). Mr. Wadhwani earned a degree in Computer Science and a Masters in Marketing from the University of Mumbai, and holds an MBA (Executive) from Columbia Business School. Mayur Doshi — Independent Director Mayur Doshi (age 63) serves as a director and member of our compensation committee and audit committee. Mr. Doshi is a distinguished entrepreneur with over 25 years of experience in the pharmaceutical industry. He has served as President of Allied Pharma since 2015, and as President and CEO of AlfaGene Bioscience, Inc. since 2015. Mr. Doshi has served as a director of Scienture Holdings Inc. (NASDAQ: SCNX) since May 2024 and is a director of Saptalis Pharmaceuticals. He served on the board of Powerup Acquisitions Corp. (NASDAQ: PWUP) from August 2023 until its business combination into Aspire BioPharma Inc. (NASDAQ: ASBP) in February 2025. Mr. Doshi received a Master’s in Chemical Engineering from Manhattan College. Corporate Governance Board Composition Our Board of Directors currently consists of six members, including two executive directors (Mr. Patel and Mr. Sherb) and four independent directors (Mr. Peterson, Mr. Fell, Mr. Wadhwani, and Mr. Doshi). A majority of our Board consists of independent directors within the meaning of Nasdaq Listing Rule 5605(a)(2). Committees Our Board has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. Each committee consists entirely of independent directors. The Audit Committee is responsible for overseeing our accounting and financial reporting, selecting and retaining our independent auditor, and reviewing related party transactions. Code of Ethics We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and all persons performing similar functions. We will disclose any waivers of, or amendments to, the code of ethics on our website at www.crownreserveacq.com. Director Independence We have determined that four of our directors are independent within the meaning of Nasdaq Listing Rule 5605(a)(2). In making this determination, we considered all relevant facts and circumstances, including each director’s business relationships with us and our affiliates. 41 Number and Terms of Office of Officers and Directors We currently have six directors. Our board of directors is divided into three classes with only one class of directors being elected in each year, and each class (except for those directors appointed prior to our first annual meeting of shareholders) serving a three-year term. The term of office of the first class of directors, consisting of Avinash Wadhwani and Mayur Doshi, will expire at our first annual meeting of shareholders. The term of office of the second class of directors, consisting of Michael L. Peterson, will expire at the second annual meeting of shareholders. The term of office of the third class of directors, consisting of Donald G. Fell, Prashant Patel and Eric Sherb, will expire at the third annual meeting of shareholders. We may not hold an annual meeting of shareholders until after we consummate our initial Business Combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of one or more Chairmen of the Board, one or more Chief Executive Officers, a President, a Chief Financial Officer, Vice Presidents, Secretary, Treasurer, Assistant Secretary, and such other offices as may be determined by the board of directors. Committees of the Board of Directors Pursuant to Nasdaq rules, our board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. Audit Committee We established an audit committee of the board of directors. Michael L. Peterson, Donald G. Fell, and Mayur Doshi serve as members of our audit committee, with Michael L. Peterson serving as the chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Michael L. Peterson, Donald G. Fell, and Mayur Doshi meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Each member of the audit committee is financially literate and our board of directors has determined that Michael L. Peterson qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting and related financial management expertise. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors; pre-approving all audit and permitted non-audit services; reviewing and discussing with the independent auditors all relationships in order to evaluate their continued independence; obtaining and reviewing a report, at least annually, from the independent auditors describing their internal quality-control procedures; reviewing and approving related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K prior to entering into such transactions; and reviewing with management, the independent auditors, and our legal advisors any legal, regulatory or compliance matters. Compensation Committee We established a compensation committee of the board of directors. Michael L. Peterson, Donald G. Fell, and Mayur Doshi serve as members of our compensation committee, with Donald G. Fell serving as the chairman of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. Each member of our compensation committee meets the independent director standard under Nasdaq listing standards applicable to members of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation; reviewing and approving on an annual basis the compensation of all of our other officers; reviewing on an annual basis our executive compensation policies and plans; implementing and administering our incentive compensation equity-based remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements; and reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses, no compensation of any kind will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to or for any services they render in order to complete the consummation of a Business Combination. 42 Director Nominations We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Code of Ethics We adopted a code of ethics and business conduct applicable to our directors, officers and employees. We filed a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement. You may review these documents by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present Business Combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our initial Business Combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. Potential investors should also be aware of the following potential conflicts of interest: Members of our management team, through their ownership of Founder Shares and Private Placement Units, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination, as the Founder Shares will be worthless if we do not complete a Business Combination. None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. 43 Our initial shareholders have agreed to waive their redemption rights with respect to any Founder Shares, Private Placement Units and any public shares held by them in connection with the consummation of our initial Business Combination. If we do not complete our initial Business Combination within the Combination Period, the funds held in the Trust Account will be used to fund the redemption of only our public shares, and the private units and underlying securities will not be redeemed. Our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial Business Combination. In general, officers and directors of a corporation incorporated under the laws of Cayman Islands are required to present business opportunities to a corporation if: the corporation could financially undertake the opportunity; the opportunity is within the corporation’s line of business; and it would not be fair to our company and its shareholders for the opportunity not to be brought to the attention of the corporation. Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have entered into indemnity agreements with each of our officers and directors. These agreements require us to indemnify these individuals to the fullest extent permitted under applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial Business Combination. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. A copy of our Insider Trading Policy is attached hereto as Exhibit 19.1 and is incorporated herein by reference. 44 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such forms, we believe that during the period from April 29, 2025 (inception) through December 31, 2025, there were no delinquent filers. Clawback Policy Our board of directors has adopted a clawback policy permitting the Company to seek the recovery of incentive compensation received by any of the Company’s current and former executive officers and such other senior executives who may from time to time be deemed subject to the policy by the board. The amount to be recovered will be the excess of the incentive compensation paid based on erroneous data over the incentive compensation that would have been paid based on restated results, as determined by the board. Refer to Exhibit 97.1 of this Annual Report for the Company’s Clawback Policy. Insider Trading Policy On November 7, 2025, our board of directors adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing standards (the “Insider Trading Policy”). The Insider Trading Policy prohibits our directors, officers, and other designated employees from trading in our securities while in possession of material non-public information, from trading during certain blackout periods, and from engaging in certain other types of transactions involving our securities, including short sales, hedging transactions, and pledging. The policy also covers potential third-party violations and includes pre-clearance requirements for all covered persons. The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which has been filed as an exhibit to this Annual Report. Anti-Hedging Policy Our Insider Trading Policy prohibits our employees, officers, and directors from engaging in any transaction intended to hedge or offset any decrease in the market value of our equity securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. Such prohibited hedging transactions would allow the holder to continue to own the covered securities but without the full risks and rewards of ownership. When that occurs, the officer, director, or employee may no longer have the same objectives as our other shareholders. 45 Special Advisors We may engage special advisors from time to time to assist us in sourcing, negotiating, and consummating a potential Business Combination and to provide business insights when we assess potential Business Combination targets. Any such special advisors will not serve on the board of directors or any committee thereof, nor will they have any voting or decision-making capacity on our behalf. They will not be required to devote any specific amount of time to our efforts. Currently, we have not entered into any written advisory agreements with any special advisors. In the future, we may enter into written advisory arrangements with individuals having relevant industry expertise or relationships. To the extent that any of such advisors become aware of a Business Combination opportunity suitable for a company for which they have fiduciary or contractual obligations, they will not be under any obligation to introduce such opportunity to us before any other prospective acquiror unless otherwise obligated by a specific advisory agreement. Item 11. Executive Compensation None of our executive officers or directors have received any cash compensation for services rendered to us. Additionally, no compensation was awarded to, earned by, or paid to our executive officers or directors. Other than as described elsewhere in this Annual Report, no compensation of any kind, including finder’s and consulting fees, will be paid to our initial shareholders or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial Business Combination. Commencing on the date of the IPO, we have paid $10,000 per month to the Sponsor for general and administrative services, including office space, secretarial and administrative support, pursuant to the Administrative Services Agreement. This agreement will terminate upon the earlier of the consummation of a Business Combination or our liquidation. For the period from April 29, 2025 (inception) through December 31, 2025, we incurred $16,667 under this arrangement. In addition, our officers, directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. No equity compensation has been granted. We do not have employment agreements with any of our officers. No pension, retirement, profit sharing, deferred compensation, or insurance plan or arrangement has been established for our officers and directors. After the completion of our initial Business Combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. There is no compensation committee report required to be made to shareholders as our executive officers have not received any cash compensation. Following a Business Combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. Director Compensation We have not paid and do not intend to pay any cash or equity compensation to any of our directors prior to the consummation of our initial Business Combination. Our independent directors have each agreed to serve without cash compensation and have not received, and do not expect to receive, any equity-based compensation for their service on our board prior to the Business Combination. After the completion of our initial Business Combination, we expect to enter into compensation arrangements with our directors that are consistent with the terms and practices of comparable public companies. 46 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management The following table sets forth information regarding beneficial ownership of our ordinary shares as of March 7, 2026 by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors; and ● all executive officers and directors as a group. Name and Address of Beneficial Owner Class A Ordinary Shares Beneficially Owned Class B Ordinary Shares Beneficially Owned % Class A % Total Crown Acquisition Sponsor LLC(1) c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands — 4,312,500 — 51.9 % Prashant Patel(2) c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands — — — — Eric Sherb(1)(2) c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands — — — — Michael L. Peterson — — — — Donald G. Fell — — — — Avinash Wadhwani — — — — Mayur Doshi — — — — All directors and officers as a group (6 persons) — 4,312,500 — 51.9 % (1) Crown Acquisition Sponsor LLC is the Sponsor. Eric Sherb is the managing member of Crown Acquisition Sponsor LLC and has voting and investment control over the securities held by the Sponsor. Polaris Advisory Partners purchased 200,000 Private Placement Units at $8.00 per unit simultaneously with the closing of our IPO. The Private Placement Units consist of Class A ordinary shares, warrants, and rights. Polaris Advisory Partners is deemed to beneficially own the 200,000 Class A ordinary shares underlying its Private Placement Units. The address of Polaris Advisory Partners is c/o Kingswood Capital Partners, 150 East 58th Street, New York, NY 10155. As of the date of this Annual Report, we are not aware of any person or entity (other than the Sponsor, with respect to the Class B ordinary shares) who beneficially owns 5% or more of our outstanding ordinary shares. However, following the IPO, institutional and other investors may have accumulated positions in our Class A ordinary shares. Any such holders who beneficially own 5% or more of our outstanding ordinary shares would be required to file a Schedule 13D or 13G with the SEC disclosing such ownership within the applicable time period. (2) The percentages shown are as of March 7, 2026. Beneficial ownership excludes shares subject to issuance upon exercise of warrants, conversion of rights, or conversion of Founder Shares. Equity Compensation Plan Information We do not have any equity compensation plans in place. We do not have any options, warrants or other convertible securities outstanding that were issued pursuant to equity compensation plans approved or not approved by our shareholders, other than the warrants and rights issued as part of our IPO and Private Placement Units, which are described elsewhere in this Annual Report. 47 Changes in Control We are not aware of any arrangements that may result in a change in control of our company. Promoters and Certain Control Persons The following footnotes apply to the beneficial ownership table above: (1) Unless otherwise noted, the business address of each beneficial owner is c/o Crown Reserve Acquisition Corp. I, c/o Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. (2) Crown Acquisition Sponsor LLC is the record holder of the Class B ordinary shares reported herein. Eric Sherb, as the managing member of the Sponsor, may be deemed to have beneficial ownership of the Class B ordinary shares held directly by the Sponsor. Mr. Sherb disclaims any beneficial ownership of any ordinary shares held by the Sponsor except to the extent of his pecuniary interest therein. (3) The Class B ordinary shares reported herein consist solely of the 4,312,500 Class B ordinary shares (Founder Shares) purchased by the Sponsor for $25,000 on April 29, 2025. Upon consummation of our initial Business Combination, the Founder Shares will automatically convert into Class A ordinary shares on a one-for-one basis, subject to adjustment as described in our amended and restated memorandum and articles of association. The Founder Shares are subject to forfeiture restrictions and transfer restrictions as described herein. (4) The Class A ordinary shares reported for Polaris Advisory Partners consist of the 200,000 Private Placement Units purchased simultaneously with the IPO closing at $8.00 per unit, plus the 431,250 representative shares issued to the underwriter. The Private Placement Units are subject to transfer restrictions as described in the Private Placement Unit Purchase Agreement. Our Sponsor and its controlling individuals, Prashant Patel and Eric Sherb, are deemed to be our “promoters” as such term is defined under the federal securities laws. Our Sponsor purchased 4,312,500 Class B ordinary shares for aggregate consideration of $25,000, or approximately $0.006 per share. For additional information regarding our promoters and their control of our company, see “Item 13. Certain Relationships and Related Transactions, and Director Independence” below. Changes in Control. We are not aware of any arrangements that may at a subsequent date result in a change in control of the Company. Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On April 29, 2025, our Sponsor purchased 4,312,500 Class B ordinary shares for aggregate consideration of $25,000, or approximately $0.006 per share. The Founder Shares will automatically convert into Class A ordinary shares upon consummation of our initial Business Combination on a one-for-one basis, subject to adjustment pursuant to the anti-dilution provisions contained in our amended and restated memorandum and articles of association. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding ordinary shares (excluding the representative shares and the shares underlying the Private Placement Units) upon completion of the IPO. Up to 562,500 Founder Shares were subject to forfeiture to the extent the underwriters’ over-allotment option was not exercised in full. As the over-allotment option was exercised in full on the IPO date, no Founder Shares were forfeited. The Founder Shares are identical to the Class A ordinary shares included in the Units being sold in the IPO, except that the Founder Shares are Class B ordinary shares which automatically convert into Class A ordinary shares at the time of our initial Business Combination and are subject to certain transfer restrictions. 48 Private Placement Units Simultaneously with the closing of the IPO, our Sponsor purchased 175,000 Private Placement Units and Polaris Advisory Partners (“Polaris”), a division of Kingswood Capital Partners and the representative of the underwriters, purchased 200,000 Private Placement Units at $8.00 per unit ($3,000,000 in the aggregate). The Private Placement Units are identical to the Units sold in the IPO, except that the Private Placement Warrants will be non-redeemable and may be exercised on a cashless basis so long as they are held by the Sponsor or Polaris or their permitted transferees, and the Private Placement Rights will convert into Class A ordinary shares upon a Business Combination. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor or its affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. Administrative Services Agreement Commencing on November 10, 2025 (the IPO date), we entered into an agreement with the Sponsor to pay $10,000 per month for general and administrative services, including office space, secretarial and administrative support. This agreement will terminate upon the earlier of the consummation of a Business Combination or our liquidation. For the period from April 29, 2025 (inception) through December 31, 2025, we incurred $16,667 under this arrangement. Sponsor Funding of Operations The Sponsor has funded the Company’s formation and operating costs. As of December 31, 2025, the Company owed the Sponsor $448,082 representing funded formation and operating costs. These amounts are subject to reimbursement by the Company to the Sponsor upon the Company’s receipt of sufficient funds outside the Trust Account. Deferred Underwriting Fee Polaris Advisory Partners, the representative of the underwriters in our IPO, is entitled to receive a deferred underwriting commission of $300,000 payable from the Trust Account upon the completion of a Business Combination. If no Business Combination is completed within the Combination Period, the deferred underwriting commission will be forfeited. Representative Shares We issued 431,250 Class A ordinary shares to Polaris as representative shares in connection with the IPO. These representative shares are identical to the Class A ordinary shares included in the Units. Registration Rights The holders of the Founder Shares, Private Placement Units and representative shares are entitled to registration rights pursuant to a Registration Rights Agreement entered into at the time of the IPO. The holders of the majority of these securities are entitled to make up to three demands that we register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Units or ordinary shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. We will bear the expenses incurred in connection with the filing of any such registration statements. 49 Related Party Policy We have not adopted a formal policy for the review, approval or ratification of related party transactions. Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related party transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. To further minimize conflicts of interest, we have agreed not to consummate an initial Business Combination with an entity that is affiliated with any of our Sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm that is a member of FINRA, or another independent firm that commonly renders valuation opinions, that our initial Business Combination is fair to our company from a financial point of view. Director Independence Nasdaq listing standards require that a majority of our board of directors be independent within one year of our IPO. Our board of directors has determined that Michael L. Peterson, Donald G. Fell, Avinash Wadhwani, and Mayur Doshi are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. A majority of our Board of Directors consists of independent directors. Our independent directors serve on each of our standing Board committees. Our independent directors will have regularly scheduled meetings at which only independent directors are present. In addition, in order to finance transaction costs in connection with an intended initial Business Combination, our initial shareholders, officers, directors or their affiliates may, but are not obligated to, loan us funds on a non-interest-bearing basis as may be required. If we complete an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $5,000,000 of such loans may be convertible into Private Placement Units at a price of $8.00 per unit at the option of the lender. Such working capital units would be identical to the Private Placement Units sold in the private placement. Up to $5,000,000 of such loans may be convertible into Private Placement Units at a price of $8.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units sold in the private placement. Except as set forth above, the terms of such loans have not been determined and no written agreements exist with respect to such loans. ● Payment to the Sponsor of $10,000 per month for general and administrative services pursuant to the Administrative Services Agreement, commencing on the date of the IPO (November 10, 2025) and continuing until the earlier of the consummation of a Business Combination or our liquidation. For the period from April 29, 2025 (inception) through December 31, 2025, we incurred $16,667 under this arrangement, which is included in accounts payable and accrued expenses on the balance sheet as of December 31, 2025. After our initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. However, the amount of such compensation may not be known at the time of the general meeting held to consider an initial Business Combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. Payments to Related Parties The following payments will be made to our initial shareholders or their affiliates, none of which will be made from the proceeds of the IPO held in the Trust Account prior to the completion of our initial Business Combination: ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial Business Combination. ● Repayment of non-interest-bearing loans which may be made by our initial shareholders, officers, directors or their affiliates to finance transaction or other costs in connection with an intended initial Business Combination. Up to $5,000,000 of such loans may be convertible into units at a price of $8.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units sold in the private placement. 50 Director Independence An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Michael L. Peterson, Donald G. Fell, Avinash Wadhwani, and Mayur Doshi are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. As permitted by Nasdaq, we intend to phase in compliance with the Nasdaq director independence requirements within the schedule outlined in the Nasdaq rules, which require that a majority of the members of our board of directors be independent within one year of listing. The Nasdaq rules also require at least one member of each board committee to be independent at the time of listing, a majority of board committee members to be independent within 90 days of listing, and all board committee members to be independent within one year of listing. We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. However, our audit committee charter requires the audit committee to review and approve all related party transactions prior to us entering into such transactions. Our audit committee reviews these transactions in accordance with Item 404 of Regulation S-K and determines whether they are on terms no less favorable to us than terms we could obtain from unaffiliated third parties. In addition, any related party transactions required to be disclosed pursuant to Item 404 of Regulation S-K will be so disclosed in our SEC filings. We have also agreed not to consummate any initial Business Combination with an entity affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial Business Combination is fair to our company from a financial point of view, unless such transactions are otherwise exempt from the related party transaction approval requirements described herein. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our initial shareholders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial Business Combination. Item 14. Principal Accountant Fees and Services The following table sets forth information regarding fees billed by RBSM LLP, our independent registered public accounting firm, for services rendered during the period from April 29, 2025 (inception) to December 31, 2025: Fee Category Amount Audit Fees (annual audit, quarterly reviews, consent) $ 75,000 Audit-Related Fees $ — Tax Fees $ — All Other Fees $ — Total $ 75,000 “Audit Fees” consist of fees for the annual audit of our financial statements, review of financial statements included in our quarterly reports on Form 10-Q, services that are normally provided in connection with statutory and regulatory filings or engagements for those periods, and consents. 51 “Audit-Related Fees” consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” During the period presented, no audit-related fees were incurred. “Tax Fees” consist of fees billed for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning. During the period presented, no tax fees were incurred. “All Other Fees” consist of fees for any services not included in the first three categories. During the period presented, no other fees were incurred. Pre-Approval Policy Our audit committee has established a pre-approval policy pursuant to which all audit and non-audit services to be performed by our independent auditor must be approved in advance by the audit committee. The audit committee considered whether the provision of non-audit services is compatible with maintaining the independence of RBSM LLP. All services provided by RBSM LLP during the period were pre-approved by the audit committee. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings. These services include those for the audit of our financial statements included in this Annual Report. Tax fees consist of fees for professional services rendered for tax compliance, tax advice, and tax planning. RBSM LLP did not render any tax services to us for the fiscal year ended December 31, 2025. All other fees consist of fees for other permissible work performed that do not meet the above categories. RBSM LLP did not render any other services to us for the fiscal year ended December 31, 2025. Pre-Approval Policies and Procedures Our audit committee has adopted policies and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, RBSM LLP. Pre-approval may be given as part of the audit committee’s approval of the scope of the engagement of the independent auditor or on an individual explicit case-by-case basis before the independent auditor is engaged to provide each service. The audit committee has delegated to the chairman of the audit committee the authority to pre-approve services in between meetings of the audit committee, and any such approval must be reported to the full audit committee at its next scheduled meeting. All of the services described above for the fiscal year ended December 31, 2025 were pre-approved by our audit committee. The audit committee has considered the role of RBSM LLP in providing audit and non-audit services to us and has concluded that the provision of such services is compatible with the maintenance of RBSM LLP’s independence in the conduct of its auditing functions. 52 Part iv Item 15. Exhibits and Financial Statement Schedules Financial Statements The following financial statements are included in this Annual Report on Form 10-K beginning on page F-1: ● Report of Independent Registered Public Accounting Firm 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 Financial Statement Schedules All financial statement schedules are omitted because the required information is either not applicable, not present in amounts sufficient to require submission, or the required information is included in the financial statements or notes thereto. 53 Exhibits The following exhibits are filed as part of this Annual Report on Form 10-K or incorporated by reference herein: Exhibit No. Description 3.1 Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025) 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)) 4.2 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)) 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)) 4.4 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)) 4.5 Warrant Agreement, dated November 5, 2025, between the Registrant and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025) 4.6 Rights Agreement, dated November 5, 2025, between the Registrant and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 4.7 Description of Securities of the Registrant. 10.1 Securities Subscription Agreement between the Registrant and Crown Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)). 10.2 Underwriting Agreement, dated November 5, 2025, between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.3 Investment Management Trust Agreement, dated November 5, 2025, between the Company and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.4 Private Placement Unit Purchase Agreement, dated November 5, 2025, between the Company and Crown Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.5 Registration Rights Agreement, dated November 5, 2025, among the Company, the Sponsor and certain securityholders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.6 Administrative Services Agreement, dated November 10, 2025 (IPO closing date), between the Company and Crown Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.7 Letter Agreement, dated November 5, 2025, by and among the Company, the Sponsor, the initial shareholders and each officer and director of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 10.8 Indemnity Agreement, dated November 5, 2025, by and between the Company and its officers and directors. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 12, 2025). 14 Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Registration Statement on Form S-1 (File No. 333-287674)). 19.1* Insider Trading Policy 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Label Linkbase Document 101.PRE Inline XBRL Taxonomy Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * To be filed by amendment. Item 16. Form 10-K Summary None. 54 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. CROWN RESERVE ACQUISITION CORP. I Date: March 27, 2026 By: /s/ Prashant Patel Name: Prashant Patel Title: Chief Executive Officer (Principal Executive Officer) Date: March 27, 2026 By: /s/ Eric Sherb Name: Eric Sherb Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Prashant Patel Chairman and Chief Executive Officer March 27, 2026 (Principal Executive Officer) /s/ Eric Sherb Chief Financial Officer and Director March 27, 2026 (Principal Financial Officer and Principal Accounting Officer) /s/ Michael L. Peterson Director March 27, 2026 /s/ Donald G. Fell Director March 27, 2026 /s/ Avinash Wadhwani Director March 27, 2026 /s/ Mayur Doshi Director March 27, 2026 55