Crane Harbor Acquisition Corp. II 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that as of December 31, 2025, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Management’s Report on Internal Controls Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. OTHER INFORMATION None . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 70 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE. Directors and Executive Officers Our directors and executive officers are as follows: Name Age Title Jonathan Z. Cohen 55 Executive Chairman of the Board Edward E. Cohen 87 Vice Chairman of the Board William I. Fradin 42 Chief Executive Officer and Director Jeffrey F. Brotman 62 Chief Operating Officer and Chief Legal Officer Thomas C. Elliott 52 Chief Financial Officer Koryn Estrada 40 Director Stephen Howard 45 Director Robert W. Karlovich III 48 Director Adam Guren 44 Director Jonathan Z. Cohen has served as Executive Chairman of our board of directors since December 2025. Mr. Cohen brings extensive experience in the SPAC market, serving since April 2025 as Chairman of the Board of Directors of Crane Harbor Acquisition Corp. (NASDAQ: CHAC), and as Co-Chairman of the board of directors of Osprey Technology Acquisition Corp. from September 2018 until its merger with BlackSky Technology in September 2021, and prior to that as the Chief Executive Officer from September 2018 to June 2019. . He also served as a Director and Chief Executive Officer of Osprey Energy Acquisition Corp. from April 2017 until its merger with Falcon Minerals Corporation (NASDAQ: FLMN) in August 2018, and served as its Chairman from August 2018 to May 2020. Mr. Cohen is a seasoned entrepreneur and executive with a distinguished track record across various sectors. He currently serves as the President and Chief Executive Officer of HEPCO Capital Management and Founder and Chairman of HEPCO Opportunity Partners. He has served on the boards of public and private companies, including Marathon Petroleum Corporation since December 2019 and previously, Energen Corporation from 2017 to 2018. His prior roles include, President and Chief Executive Officer of Resource America from 1997 to 2016, and Founder and Chairman of Atlas Energy from 1998 to 2015. Mr. Cohen also co-founded both Atlas Pipeline Partners, L.P., a midstream energy company sold to Targa Resources, Inc. in 2015, and Atlas Energy, Inc., an exploration and production company sold to Chevron Corporation in 2011. He was Co-founder of Arc Logistics Partners LP, serving as Chairman from 2006 until its sale in December 2017 to Zenith Energy, and founder of Resource Capital Corp., now known as ACRES Commercial Realty Corp., a commercial mortgage REIT. Mr. Cohen’s experience in leading and advising public and private companies, including those in technology and energy related industries, and his proven ability to raise capital will make him an asset to the team. His deep understanding of the financial markets and his strategic vision will provide invaluable guidance to our board as we pursue our business combination. Mr. Jonathan Cohen is the son of Edward Cohen, our Vice Chairman. Edward Cohen has served as Vice Chairman of our board of directors since December 2025. Mr. Cohen has served as Vice Chairman of the Board of Directors of Crane Harbor Acquisition Corp. (NASDAQ: CHAC) since April 2025, and as Chairman of HEPCO Capital Management, LLC since its formation in September 2016. He also served as Co-Chairman of the board of directors of Osprey Technology Acquisition Corp. from June 2019 until its merger with BlackSky Technology in September 2021. Mr. Cohen also served as Executive Chairman of Osprey Energy Acquisition Corp. from April 2017 until its merger with Falcon Minerals Corporation (NASDAQ: FLMN) in August 2018, and served as Falcon Minerals’ Vice Chairman from August 2018 to May 2020. Mr. Cohen was Chief Executive Officer of Atlas Energy Group, LLC from February 2015 to May 2020, having also served as Chairman since February 2012. He was Chairman of the board of directors and Chief Executive Officer of the general partner of Atlas Growth Partners, L.P. from its inception in 2013 until 2020. Mr. Cohen served as Chairman of Titan Energy, LLC from 2016 to 2020, and from August 2015 to September 2016, had been Executive Chairman of Atlas Resource Partners, L.P., which filed a voluntary pre-packaged plan under Chapter 11 in July 2016, emerging from Chapter 11 as Titan Energy, LLC in September 2016 after confirmation of its plan. In addition, Mr. Cohen was: a director of Resource America, Inc. (formerly a publicly traded specialized asset management company) from 1988 until September 2016, Chairman of its board of directors from 1990 until September 2016, and Chief Executive Officer from 1988 until 2005 and its President from 1995 until 2005. He was Chairman of the Board of Directors of Resource Capital Corp., now known as ACRES Commercial Realty Corp. (NYSE: ACR), a REIT, from its formation in 2005 until November 2009 and served on its board until September 2016. Mr. Cohen is also a Professor of Classics and Ancient History (Adjunct) at the University of Pennsylvania. He is the author of many books and articles on ancient economic and legal history. Mr. Cohen’s extensive experience enables him to provide valuable perspective and provides us with decisive and effective leadership. Mr. Cohen’s experience in founding, operating and managing public and private companies of varying size and complexity, and his extensive experience in the areas of finance, strategy and mergers and acquisitions enable him to provide valuable expertise to us. Mr. Cohen is the father of Jonathan Cohen, our Chairman. 71 Bill Fradin has served as our Chief Executive Officer and as a director since December 2025. Mr. Fradin brings almost 20 years of finance experience, including expertise in mergers and acquisitions, private equity, venture capital, and special purpose acquisition companies (SPACs). Mr. Fradin has served as Chief Executive Officer and a director of Crane Harbor Acquisition Corp. (NASDAQ: CHAC) since April 2025. Mr. Fradin served as Executive Vice President of Osprey Technology Acquisition Corp., a blank check company, from 2019 to 2021, which successfully completed a $1.1 billion merger with BlackSky Technology (NYSE: BKSY) in September 2021. He also served as an Advisor for Juniper Industrial Holdings, Inc., leading its $1.9 billion merger with Janus International Group (NYSE: JBI) in June 2021. Additionally, he served as Chairman and Chief Executive Officer of Juniper II Corp., a blank check company, and advised Broadscale Acquisition Corp., a blank check company. Broadscale Acquisition Corp. and Juniper II Corp. did not complete business combinations and redeemed all outstanding Class A ordinary shares in February 2023 and February 2024, respectively. Since its formation in September 2016, Mr. Fradin has served as Co-Founder and Managing Director at HEPCO Capital Management. HEPCO is a private investment firm that sponsors capital investments in diverse business sectors, particularly real estate, private operating companies and financial investments. Previously, he was an Investment Professional at JLL Partners from 2007 to 2015, a middle market private equity firm. From June 2005 to June 2007, he was an investment banker at Merrill Lynch & Co. Mr. Fradin holds an AB from Harvard College and an MBA from the Wharton School of the University of Pennsylvania. Mr. Fradin’s extensive finance and SPAC experience, combined with his proven ability to originate and execute successful deals across various industries, make him exceptionally well-suited to serve as Chief Executive Officer and a director. Mr. Fradin is the son of Roger Fradin, who currently serves as our special advisor. Jeff Brotman served as our Chief Executive Officer and sole director from June 2025 until December 2025 and since December 2025 has served as our Chief Operating Officer and Chief Legal Officer. Mr. Brotman brings over 35 years of diverse experience in accounting, law, management, and investing. Mr. Brotman has served as Chief Operating Officer and Chief Legal Officer of Crane Harbor Acquisition Corp. (NASDAQ: CHAC) since April 2025. He served as Chief Financial and Chief Legal Officer of Osprey Technology Acquisition Corp. from October 2019 until its merger with BlackSky Technology in September 2021. He also served as the Chief Financial Officer, Chief Legal Officer and Secretary of Osprey Energy Acquisition Corp., a blank check company, from July 2017 until its merger with Falcon Minerals Corp. (NASDAQ: FLMN) in August 2018, after which he served as the Chief Financial, Chief Legal Officer and Secretary of Falcon from August 2018 to June 2019 and was its Chief Legal Officer from June 2019 until April 2022. Currently, he serves as Vice Chairman and Chief Operating Officer at HEPCO Capital Management and Chief Operating Officer at HEPCO Opportunity Partners. Previously, Mr. Brotman was Chief Operating Officer and Executive Vice President at Resource America, Inc., formerly a publicly traded asset manager investing in real estate, financial services and credit until its sale to C-III Capital Partners in September 2016. He joined Resource America in 2007, and while at Resource America also served as Executive Vice President of Resource Capital Corp., now known as ACRES Commercial Realty Corp., a publicly traded real estate investment trust, Chairman of the Board of Directors of Primary Capital Mortgage, Director of Leaf Commercial Capital and sat on various investment committees across all product lines. Mr. Brotman was the President and Chief Executive Officer of Access to Money, Inc. (f/k/a TRM Corp.), a non-bank ATM operator, from March 2006 to June 2007, and served as the Chairman of its Board of Directors from September 2006 through September 2008. Mr. Brotman was a co-founder, and served as Managing Member, of Ledgewood, PC, a Philadelphia based business law firm, from June 1992 to March 2006, and was of counsel until June 2007. He was a Trustee of Resource Real Estate Diversified Income Fund from its inception in March 2013 until September 2016. Mr. Brotman has been an adjunct Professor of Law at the University of Pennsylvania Law School since 1990, where he has taught courses in accounting and lending transactions. He is also a Certified Public Accountant (currently inactive) and a licensed Real Estate Broker. He received his Juris Doctor from the University of Pennsylvania Law School. 72 Thomas Elliott has served as our Chief Financial Officer since June 2025. Mr. Elliott brings over 25 years of experience in accounting and Finance. Mr. Elliott has served as Chief Financial Officer of Crane Harbor Acquisition Corp. (NASDAQ: CHAC) since April 2025, and he has served as the Chief Financial Officer of HEPCO Capital Management, LLC since June 2022, and Chief Financial Officer of HEPCO Opportunity Partners since October 2022. He was previously Chief Financial Officer, Executive Vice President and Treasurer of Resource REIT, Inc. from September 2020 until May 2022. Mr. Elliott served on the board of directors of ACRES Commercial Realty Corp. from June 2020 until July 2021 and the board of directors of LEAF Commercial Capital from 2016 until 2017. Mr. Elliott previously held various officer positions at Resource America, Inc.: Chief Financial Officer from December 2009 to September 2020, Executive Vice President from September 2016 and Senior Vice President from 2005 to 2016. Prior to that, he was Senior Vice President-Finance and Operations of Resource America from 2006 to December 2009; Senior Vice President-Finance from 2005 to 2006 and Vice President-Finance from 2001 to 2005. From February 2017 to July 2020, Mr. Elliott was Executive Vice President-Finance and Operations of ACRES Commercial Realty Corp. and was its Senior Vice President-Finance and Operations from September 2006 to February 2017 and, prior to that, was its Chief Financial Officer, Chief Accounting Officer and Treasurer from September 2005 to June 2006. He was also Senior Vice President-Assets and Liabilities Management of ACRES Commercial Realty Corp. from June 2005 until September 2005 and, before that, served as its Vice President-Finance from March 2005. Prior to joining Resource America in 2001, Mr. Elliott was a Vice President at Fidelity Leasing, Inc., a former equipment leasing subsidiary of Resource America, where he managed all capital market functions, including the negotiation of all securitizations and credit and banking facilities in the U.S. and Canada. Mr. Elliott also oversaw the financial controls and budgeting departments. Mr. Elliott received a BS in Accounting from Gwynedd Mercy University. Independent Directors Koryn Estrada has served as an independent director since December 2025. Ms. Estrada is a Partner, co-CEO and co-CIO of Axon Capital, an asset management firm in New York. Ms. Estrada oversees a portfolio of concentrated long-term public and private investments, and in particular has driven the firm’s sizable portfolio of investments in early-stage growth companies. Prior to joining Axon Capital in 2011, Ms. Estrada worked at Shumway Capital Partners, and prior to that in the Oil & Gas group of the UBS Investment Banking Division. She is a co-founder and director of RiseWell, a rapidly growing oral care company, inspired by her passion for wellness and natural products. From August 2021 to August 2023, Ms. Estrada served as a director of AxonPrime Infrastructure Acquisition Corporation, a blank check company. She received her BA from Columbia University with majors in Economics and Philosophy. We believe that Ms. Estrada is qualified to serve on our board of directors due to her extensive investment experience. Stephen J. Howard has served as an independent director since December 2025. Mr. Howard has over 20 years of diverse experience across private equity, real estate and energy. Since October 2011, he has served as Director of Private Investments with HFS Capital Partners, LLC, the private investment affiliate of Howard Financial Services, Ltd, an SEC-registered investment advisor. Before that, from 2010 to 2011, he was Vice President at Compass Partners in New York and, from 2007 to 2010, he was an Associate at DLJ Merchant Banking Partners in New York and London. He began his career in the Mergers & Acquisitions Group at UBS Investment Bank in New York. We believe Mr. Howard’s experience in investment advising and market intelligence will be a valuable asset to the board. Trey Karlovich has served as an independent director since December 2025. Mr. Karlovich has served as a director of Crane Harbor Acquisition Corp. (NASDAQ: CHAC) since April 2025. Since December 2021, Mr. Karlovich has served as the President of Muirfield Resources, LLC, an energy, management and investment firm in Tulsa, OK, where he oversees the operations and investment strategies. Since July 2023 he has been a member of Muirfield Hall PLLC, an accounting advisory firm located in Tulsa, OK that provides accounting, financial advisory and bookkeeping services. Mr. Karlovich has also served since December 2021 as the President of Claremont Corporation and Heirloom Oil and Gas Holdings, LLC, two energy related businesses. Additionally, since April 2023, Mr. Karlovich has served as a Senior Advisor for Sixth Street Partners, LLC, a leading global investment firm. Prior to Muirfield, he served as the Executive Vice President and Chief Financial Officer of NGL Energy Partners LP (NYSE: NGL), a publicly traded midstream company, joining NGL in February 2016 and resigning in September 2021. Mr. Karlovich served as the Chief Financial Officer and Chief Accounting Officer of Atlas Pipeline Partners, LP (NYSE:APL), a publicly traded gas gathering and processing company with operations primarily in Oklahoma and Texas, until its merger with Houston-based Targa Resources Partners, LP (NYSE: TRGP) in February 2015. He joined APL in September 2006 as Controller and was named Chief Accounting Officer in 2009 and Chief Financial Officer in 2011. He remained at TRGP for a year following the merger, serving as Senior Vice President of Commercial and Business Development and Chief Financial Officer for Targa Pipeline Partners, LP, a subsidiary of TRGP. He started his career at Arthur Andersen LLP, as an auditor with a focus on publicly traded energy companies and transitioned with the Tulsa office from Arthur Anderson to Grant Thornton LLP in 2002. In 2003, he left public accounting and joined Syntroleum Corporation (NASDAQ: SYNM), serving in various roles in the accounting department from Sr. Accountant to Controller. Mr. Karlovich graduated from Oklahoma State University in 1999 with a bachelor’s degree in Business Administration with a major in Accounting. He is a certified public accountant and has held various roles on non-profit boards in Tulsa, including Youth Services of Tulsa and Indian Nations Council of the Boy Scouts of America. He also is currently serving on the Board as the Finance Committee Chair for Monte Cassino School. Mr. Karlovich’s vast experience within the energy industry and leadership in corporate strategy and business management will be invaluable to the board. 73 Adam Guren has served as an independent director since December 2025. Mr. Guren brings nearly two decades of experience navigating global markets and developing innovative investment strategies. He is Founder and Chief Investment Officer of Hunting Hill Global Capital, an investment firm that launched in 2012, and Co-Founder of Hunting Hill Digital. Mr. Guren also serves as the Treasurer of the Hershey Foundation. From 2005 to December 2011, Mr. Guren managed a global event-driven arbitrage portfolio at First New York Securities (FNYS), investing in ETF arbitrage, cross-border arbitrage, merger arbitrage, corporate actions, and other special situations. In 2007, he became a partner at FNYS at the age of 26. From September 2009 to May 2011, Mr. Guren continued to manage his portfolio while a full-time student at the Wharton School of the University of Pennsylvania, where he received an M.B.A. with a focus in Entrepreneurial Management. Adam also holds a B.A. in Economics from Duke University. Mr. Guren’s proven investment expertise will bring a data-driven, market-informed perspective to the board. Number and Terms of Office of Officers and Directors Our board of directors consists of seven members divided into three classes with only one class of directors being appointed 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 Messrs. Guren and Howard will expire at our first annual general meeting. The term of office of the second class of directors, consisting of Mr. E. Cohen and Ms. Estrada, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of Messrs. J. Cohen, Fradin and Karlovich, will expire at the third annual general meeting. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares). 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. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely upon a review of Forms 3 and Forms 4 furnished to the Company during the most recent fiscal year, and Forms 5 with respect to its most recent fiscal year, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended December 31, 2025, except that Messrs. Howard, J. Cohen, and Guren each filed one late Form 3 after the effective date of our registration statement for our initial public offering. 74 Board Committees Audit Committee We have established an audit committee of the Board of Directors. Messrs. Howard and Karlovich and Ms. Estrada serve as members of our audit committee. Under 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. Messrs. Howard and Karlovich and Ms. Estrada each meet the independent director standard under Nasdaq’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act, and Mr. Karlovich serves as chairman of the audit committee. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Financial Expert on Audit Committee The audit committee will at all times be composed exclusively of directors who are “financially literate” as defined under NASDAQ’s listing standards. The NASDAQ listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, we must certify to the NASDAQ Global Market that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. We have determined that Mr. Karlovich satisfies NASDAQ’s definition of financial sophistication and also qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC. 75 Compensation Committee We have established a compensation committee of the board of directors, which consists of Trey Karlovich and Adam Guren, each of whom meets the independent director standard under NASDAQ’s listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Guren serves as Chairman of our compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval, of all of our other officers; ● reviewing 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; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Other Board Committees 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 directors who will participate in the consideration and recommendation of director nominees are Messrs. Karlovich, Howard and Guren, and Ms. Estrada. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. Prior to our initial business combination, the board of directors will also consider director candidates recommended for nomination by shareholders during such times as they are seeking proposed nominees to stand for appointment at an annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board. 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, the 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. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us. A copy of our Insider Trading Policy has been filed as Exhibit 19 to this Annual Report. Code of Ethics We have adopted a code of ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws, a copy of which is filed as an exhibit to this Annual Report. We will make a printed copy of our code of ethics available to any shareholder who so requests. Requests for a printed copy may be directed to us as follows: Crane Harbor Acquisition Corp. II, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103 Attention: Secretary. 76 Item 11. EXECUTIVE COMPENSATION. None of our executive officers or directors have received any cash compensation for services rendered. Our independent directors have received membership interests in our sponsor as compensation for their service as a director. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital: (i) repayment of loans made to us by our sponsor to cover offering-related and organization expenses, (ii) payment of consulting, success or finder fees to our sponsor or a member of our management team, or their respective affiliates in connection with the consummation of our initial business combination, (iii) payments to an affiliate of our sponsor of a total of $30,000 per month for office space, utilities and secretarial and administrative support, (iv) we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions, (v) reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination, and (vii) repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Our audit committee will review on a quarterly basis all payments made by us to our sponsor, officers or directors or any of their controlled affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board of directors. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth information regarding the beneficial ownership of our ordinary shares as of February 25, 2026, by : ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our named executive officers and directors that beneficially owns ordinary shares; and ● all our executive officers and directors as a group. The table below represents beneficial ownership of our Class A ordinary shares and Class B ordinary shares and is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment power with respect to such security or has the right to acquire such ownership within 60 days. The table does not reflect record or beneficial ownership of any outstanding warrants as no warrants are exercisable within 60 days. 77 The beneficial ownership of the Company’s voting ordinary shares is based on 35,400,000 Class A ordinary shares and 11,500,000 Class B ordinary shares outstanding, except as otherwise indicated. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Name and Address of Class A Ordinary Shares Class B Ordinary Shares Combined Voting Power (2) Beneficial Owners Number % of class Number % of class Number % of class Directors and Executive Officers: (1) Jonathan Z. Cohen – – – – – – % Edward E. Cohen – – – – – – William I. Fradin (2) 600,000 1.7 % 11,500,000 100.0 % 12,100,000 25.8 % Jeffrey F. Brotman – – – – – – Thomas C. Elliott – – – – – – Koryn Estrada – – – – – – Stephen Howard Robert W. Karlovich III ( – – – – – – Adam Guren All directors and executive officers as a group (nine individuals) (3) 600,000 1.7 % 11,500,000 100.0 % 12,100,000 25.8 % 5% or Greater Beneficial Owners: Meteora Capital, LLC (5) 2,857,810 8.1 % – – 2,857,810 6.1 % Adage Capital Management, L.P. (6) 2,700,000 7.6 % – – 2,700,000 5.8 % Crane Harbor Sponsor II LLC (3)(4) 600,000 1.7 % 11,500,000 100.0 % 12,100,000 25.8 % * Less than 1 percent. 1. Unless otherwise noted, the business address of each of the following individuals is c/o Crane Harbor Acquisition Corp. II, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103. 2. Shares are held directly by Crane Harbor Sponsor II LLC. William Fradin, our Chief Executive Officer, is the managing member of the sponsor and holds voting and investment discretion with respect to the shares held of record by the sponsor. Mr. Fradin disclaims any beneficial ownership of the securities held by the sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly. 3. Shares are held directly by Crane Harbor Sponsor II LLC. Our officers and directors are members of our sponsor, but none has any voting or investment power over the shares held by our sponsor, other than Mr. Fradin. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. 4. The non-managing sponsor investors, indirectly through sponsor membership interests, hold an aggregate of 402,500 placement units and an aggregate of 2,012,500 founder shares, in each case held directly by the sponsor. The non-managing sponsor investors have not been granted any shareholder or other rights in addition to those afforded to our other public shareholders, and have only been issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares held by the sponsor. 5. Based on a Schedule 13G filed on February 6, 2026 by Meteora Capital, LLC and Vik Mittal. Meteora Capital, LLC serves as investment manager to certain funds and managed accounts that hold the reported shares. Mr. Mittal serves as the Managing Member of Meteora Capital, LLC. The business address of each reporting person is 1200 N Federal Hwy, #200, Boca Raton FL 33432. 6. Based on a Schedule 13G filed on February 12, 2026 by Adage Capital Management, L.P. (“ACM”), Robert Atchinson and Phillip Gross. ACM serves as the investment manager of Adage Capital Partners, L.P. (“ACP”), with respect to the Class A ordinary shares of the Company directly held by ACP. Mr. Atchinson serves as (1) managing member of Adage Capital Advisors, L.L.C. (“ACA”), managing member of Adage Capital Partners GP, L.L.C. (“ACPGP”), general partner of ACP, and (2) managing member of Adage Capital Partners LLC (“ACPLLC”), general partner of ACM, with respect to the Class A ordinary shares of the Company directly held by ACP. Mr. Gross serves as (1) managing member of ACA, managing member of ACPGP, general partner of ACP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A ordinary shares of the Company directly held by ACP. The business address of each reporting person is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. 78 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Related Party Policy We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. We have filed our code of ethics as an exhibit to this Annual Report. In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such 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 in order to approve a related party transaction. A majority of the members of the entire audit committee constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee is required to approve a related party transaction. A form of the audit committee charter that we adopted was previously filed as an exhibit to the registration statement for our initial public offering. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer, including any advisory fees payable to affiliates of our sponsors at the closing of the initial business combination. 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 sponsors, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that commonly renders valuation opinions, that our initial business combination is fair to our company from a financial point of view. Founder shares On June 19, 2025, the sponsor paid $25,000 to cover certain of our offering costs in exchange for 9,583,333 founder shares. In December 2025, we effected a share capitalization pursuant to which we issued an additional 1,916,667 founder shares, resulting in an aggregate of 11,500,000 founder shares outstanding. On December 16, 2025, the underwriters notified us that they were exercising the over-allotment option in full. As a result of the underwriters’ determination to fully exercise the over-allotment option, none of the founder shares remain subject to forfeiture. The number of founder shares was determined based on the expectation that the founder shares would represent 25% of the aggregate of our issued and outstanding ordinary shares after the initial public offering (excluding the private placement shares). Our initial holders, sponsor and our management team have agreed not to transfer, assign or sell any founder shares (except to permitted transferees, each of whom will be subject to the same transfer restrictions), until the earlier of: (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) subsequent to our initial business combination the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. 79 Private Placement Simultaneously with the initial public offering, our sponsor, CCM and Jones purchased in a private placement an aggregate of 900,000 placement units for an aggregate purchase price of $9.0 million. Of the placement units purchased by the sponsor, the non-managing sponsor investors purchased, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 402,500 placement units. As a result, the sponsor issued additional membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of approximately 2,012,500 founder shares held by the sponsor. There will be no redemption rights or liquidating distributions from the trust account with respect to the founder shares, placement shares or placement rights, which will expire worthless if we do not consummate a business combination within the completion window. The placement rights underlying the placement units are identical to the rights sold as part of the units in the initial public offering except that: (1) they (including the Class A ordinary shares issuable upon conversion of the placement rights) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination; and (2) they (including the Class A ordinary shares issuable upon conversion of the ) are entitled to registration rights. In addition, with respect to the placement units held by CCM and Jones, such placement units (and their underlying securities) will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110. Promissory Note — Related Party On June 19, 2025, we issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which we could borrow up to an aggregate principal amount of $300,000. The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the consummation of the initial public offering or the date on which we determined not to proceed with such initial public offering. We repaid the $159,120 of outstanding borrowings under the Promissory Note at the closing of the initial public offering on December 17, 2025. Borrowings under the Promissory Note are no longer available. Related Party Loans In order to fund 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 on a non-interest basis (“Working Capital Loans”). If we complete a business combination, we may repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the trust account. In the event that a business combination does not close, we may use a portion of proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in the trust account would be used to repay the Working Capital Loans. Up to $2,500,000 of such Working Capital Loans may be convertible into placement units of the post business combination entity at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. Prior to the completion of the initial business combination, the Company does not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor as the Company does 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 the trust account. There were no working capital loans outstanding as of December 31, 2025. 80 Registration Rights Pursuant to a registration rights agreement entered into on December 15, 2025, the holders of the founder shares, placement units (including securities contained therein) and units (including securities contained therein) that may be issued upon conversion of working capital loans, and their permitted transferees, have registration rights to require us to register a sale of any of our securities held by them (in the case of the founder shares, only after conversion to our Class A ordinary shares). These holders are entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include such securities in other registration statements filed by us subsequent to the completion of our initial business combination. However, the registration rights agreement provides that we will not be required to effect or permit any registration or cause any registration statement to become effective until termination of the applicable lock-up period. Notwithstanding the foregoing, CCM and Jones may not exercise their demand and “piggyback” registration rights after five and seven years after the commencement of sales of the initial public offering and may not exercise their demand rights on more than one occasion. We will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Services Commencing on December 16, 2025, we pay an amount equal to $30,000 per month to our sponsor or one of its affiliates for certain office space, utilities, secretarial support and administrative services provided to us. Upon completion of a business combination or its liquidation, the Company will cease paying these monthly fees. Trust Account Indemnification Crane Harbor Sponsor II LLC has agreed that, if the trust account is liquidated without the consummation of a business combination, it will indemnify us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, net of permitted withdrawals, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims arising from our obligation to indemnify the underwriters of the initial public offering pursuant to the underwriting agreement. We have not independently verified whether Crane Harbor Sponsor II LLC has sufficient funds to satisfy its indemnity obligations, we have not asked Crane Harbor Sponsor II LLC to reserve for such obligations and it may not be able to satisfy those obligations. We believe the likelihood of Crane Harbor Sponsor II LLC having to indemnify the trust account is limited because we endeavor to have all third parties that provide products or services to us and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● Duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. 81 In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. In addition, members of our management team and our board of directors directly or indirectly own founder shares and/or placement units, as set forth in “Principal Shareholders,” and, accordingly, 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. Each of our directors and officers presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including Crane Harbor I, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which 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 business combination opportunity to such other entity, subject to his or her fiduciary duties under Cayman Islands law. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. 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, among other persons, 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 (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual (1) Entity Affiliation Jonathan Z. Cohen HEPCO Capital Management President and Chief Executive Officer HEPCO Opportunity Partners Founder and Chairman Crane Harbor Acquisition Corp. Chairman Edward E. Cohen HEPCO Capital Management Chairman Crane Harbor Acquisition Corp. Vice Chairman William I. Fradin HEPCO Capital Management Co-Founder and Managing Director Crane Harbor Acquisition Corp. Chief Executive Officer and Director Jeffrey F. Brotman HEPCO Capital Management Vice Chairman and Chief Operating Officer HEPCO Opportunity Partners Chief Operating Officer Crane Harbor Acquisition Corp. Chief Operating Officer and Chief Legal Officer Thomas C. Elliott HEPCO Capital Management Chief Financial Officer HEPCO Opportunity Partners Chief Financial Officer Crane Harbor Acquisition Corp. Chief Financial Officer 82 Koryn Estrada Axon Capital Risewell Partner, co-CEO, co-CIO Co-founder and Director Stephen J. Howard HFS Capital Partners, LLC/Howard Financial Services, LTD Director of Private Investments/Partner Robert W. Karlovich III Muirfield Resources, LLC President Muirfield Hall PLLC Member Claremont Corporation President Heirloom Oil and Gas Holdings, LLC President Sixth Street Partners, LLC Senior Advisor Crane Harbor Acquisition Corp. Director Adam Guren Hunting Global Capital, LLC Chief Investment Officer In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. For example, the officers or directors named above whom owe fiduciary duties to Crane Harbor I may compete with us for acquisition opportunities. Although we have no formal policy in place for vetting potential conflicts of interest, our board of directors will review any potential conflicts of interest on a case-by-case basis. Any such companies, including Crane Harbor I, may present additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts with Crane Harbor I would materially affect our ability to complete our initial business combination, because our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously and we are not limited by industry or geography in terms of the acquisition opportunities we can pursue. Although we expect that Crane Harbor I will have priority over us with respect to acquisition opportunities until it completes an initial business combination, as discussed above, Crane Harbor I has entered into a business combination agreement with Xanadu Quantum Technologies Inc., a corporation continued under the Business Corporations Act (Ontario), and Xanadu Quantum Technologies Limited, a corporation incorporated under the Business Corporations Act (Ontario). Potential investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. ● Our initial shareholders purchased founder shares for a nominal purchase price prior to the initial public offering and purchased placement units in a transaction that closed simultaneously with the closing of the initial public offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the placement units will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination; or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will be released from the lockup. The placement units (including their component securities and the Class A ordinary shares issuable upon exercise of the placement rights) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and directors owns ordinary shares or Share Rights directly or indirectly, they 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. 83 ● The personal and financial interests of our directors and executive officers may influence their motivation in timely identifying and pursuing an initial business combination or completing our initial business combination. The different timelines of competing business combinations could cause our directors and executive officers to prioritize a different business combination over finding a suitable acquisition target for our business combination. For example, if two targets are being evaluated by our management team, and one is more stable and has a better risk or stability profile for our public shareholders, but may take a longer time to diligence and go through the business combination process, while the other has a less favorable risk or stability profile for our public shareholders, but would be easier, quicker and more certain to guide through the business combination process, our management team may decide to choose what they believe to be the quicker and more certain path despite its less favorable risk or stability profile for our public shareholders, as our management team would likely not receive any financial benefit unless we consummated a business combination. Additionally, if members of our management team form other special purpose acquisition companies similar to ours or pursue other business or investment ventures during the period in which we are seeking an initial business combination, the consideration paid, terms, conditions and timing relating to the business combinations of such other special purpose acquisition companies or ventures, and the level of attention paid to by members of our management team to them versus the level of attention paid to us may conflict in a way that is unfavorable to us. Consequently, our directors’ and executive officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest, which could negatively impact the timing for a business combination. ● Our sponsor and members of our management team directly or indirectly own our securities, and accordingly, they 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, including the fact that they may lose their entire investment in us if our initial business combination is not completed, except to the extent they receive liquidating distributions from assets outside the trust account. Our sponsor has invested in us an aggregate of $6,025,000, comprised of the $25,000 purchase price for the founder shares (or approximately $0.002 per share) and the $6,000,000 purchase price for the placement units (or $10.00 per unit). Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares, as our sponsor and members of our management team would likely not receive any financial benefit unless we consummated such business combination. These interests of our executive officers and directors may affect the consideration paid, terms, conditions and timing relating to a business combination in a way that conflicts with the interests of our public shareholders. ● Certain members of our management team may receive compensation upon consummation of our initial business combination, and accordingly, they 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 such compensation will not be received unless we consummate such business combination. ● 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. 84 ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons 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 such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our sponsor or a member of our management team or one of their affiliates a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons 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 any such fee may not be paid unless we consummate such business combination, which, if made prior to the completion of our initial business combination, will be paid from working capital. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers, or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors; accordingly, such affiliated person(s) 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 such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, private placement shares and any public shares purchased during or after the initial public offering in favor of our initial business combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the business combination transaction). Director Independence The Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board has determined that each of Messrs. Karlovich, Howard and Guren, and Ms. Estrada, are independent directors under applicable SEC and Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 85 Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The firm of WithumSmith+Brown, PC, or Withum, acted as our independent registered public accounting firm during the period from June 19, 2025 (inception) through December 31, 2025. The following is a summary of fees paid or to be paid to Withum for services rendered. Audit Fees 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 Withum in connection with regulatory filings. The aggregate fees billed by Withum for professional services rendered for the audit of our annual financial statements, the initial public offering and other required filings with the SEC for the period from June 19, 2025 (inception) through December 31, 2025 totaled $114.240. Audit-Related Fees Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related services during the period from June 19, 2025 (inception) through December 31, 2025. Tax Fees For the period from June 19, 2025 (inception) through December 31, 2025, Withum did not render services to us for tax compliance, tax advice and tax planning. All Other Fees We did not pay Withum for other services for the period from June 19, 2025 (inception) through December 31, 2025. Audit Committee Pre-Approval Policies and Procedures Our audit committee was formed upon the consummation of the initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 86 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 ) F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 to F-18 (2) Financial Statements Schedules: None. (3) Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including the Company. Copies of the exhibits which are incorporated herein by reference can be obtained on the SEC website at www.sec.gov. 87 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 to F-18 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Crane Harbor Acquisition Corp. II Opinion on the Financial Statements We have audited the accompanying balance sheet of Crane Harbor Acquisition Corp. II (the “Company”) as of December 31, 2025, the related statement of operations, changes in shareholders’ deficit and cash flows for the period June 19, 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 for the period June 19, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. 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 audits. 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits 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 audits 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 entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits 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 audits 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 audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York February 26, 2026 F- 2 CRANE HARBOR ACQUISITION CORP. II BALANCE SHEET DECEMBER 31, 2025 ASSETS Current assets Cash $ 2,194,564 Prepaid expenses 27,101 Prepaid insurance 97,500 Total current assets 2,319,165 Cash and investments held in Trust Account 345,487,979 Long term prepaid insurance 93,044 TOTAL ASSETS $ 347,900,188 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Current liabilities Accrued expenses $ 37,763 Accrued offering costs 92,044 Total current liabilities 129,807 Deferred underwriting fee payable 14,700,000 TOTAL LIABILITIES 14,829,807 Commitments and Contingencies (Note 6) Class A ordinary shares subject to possible redemption, 34,500,000 shares at a redemption value of $ 10.01 per share 345,487,979 Shareholders’ Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 900,000 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption 90 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 11,500,000 shares issued and outstanding 1,150 Additional paid-in capital — Accumulated deficit ( 12,418,838 ) Total shareholders’ deficit ( 12,417,598 ) TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT $ 347,900,188 The accompanying notes are an integral part of the financial statements. F- 3 CRANE HARBOR ACQUISITION CORP. II STATEMENT OF OPERATIONS For the Period from June 19, 2025 (Inception) Through December 31, 2025 General and administrative costs $ 156,055 Loss from operations ( 156,055 ) Other income: Interest earned on cash and investments held in Trust Account 487,979 Total other income 487,979 Net income $ 331,924 Basic weighted average shares outstanding, Class A ordinary shares 2,541,538 Basic net income per share, Class A ordinary shares $ 0.03 Diluted weighted average shares outstanding, Class A ordinary shares 2,541,538 Diluted net income per share, Class A ordinary shares $ 0.03 Basic weighted average shares outstanding, Class B ordinary shares 10,107,692 Basic net income per share, Class B ordinary shares $ 0.03 Diluted weighted average shares outstanding, Class B ordinary shares 10,700,000 Diluted net income per share, Class B ordinary shares $ 0.03 The accompanying notes are an integral part of the financial statements. F- 4 CRANE HARBOR ACQUISITION CORP. II STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 19, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares (1) Amount Capital Deficit Deficit Balance — June 19, 2025 (inception) — $ — — $ — $ — $ — $ — Class B ordinary shares issued to Sponsor — — 11,500,000 1,150 23,850 — 25,000 Sale of 900,000 Private Placement Units 900,000 90 — — 8,999,910 — 9,000,000 Fair value of rights included in Public units — — — — 6,900,000 — 6,900,000 Allocated value of transaction costs to Class A shares — — — — ( 440,345 ) — ( 440,345 ) Accretion for Class A ordinary shares to redemption amount — — — — ( 15,483,415 ) ( 12,750,762 ) ( 28,234,177 ) Net income — — — — — 331,924 331,924 Balance – December 31, 2025 900,000 $ 90 11,500,000 $ 1,150 $ — $ ( 12,418,838 ) $ ( 12,417,598 ) The accompanying notes are an integral part of the financial statements. F- 5 CRANE HARBOR ACQUISITION CORP. II STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 19, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net income $ 331,924 Adjustments to reconcile net income to net cash used in operating activities: Payment of operating expenses through issuance of Class B ordinary shares 7,000 Payment of accrued expenses through promissory note - related party 10,420 Interest earned on cash and investments held in Trust Account ( 487,979 ) Changes in operating assets and liabilities: Prepaid expenses ( 27,101 ) Prepaid insurance ( 190,544 ) Accrued expenses 37,763 Net cash used in operating activities ( 318,517 ) Cash Flows from Investing Activities: Investment of cash in Trust Account ( 345,000,000 ) Net cash used in investing activities ( 345,000,000 ) Cash Flows from Financing Activities: Proceeds from sale of Units, net of underwriting discounts paid 339,000,000 Proceeds from sale of Private Placement Units 9,000,000 Proceeds from promissory note - related party 148,700 Repayment of promissory note - related party ( 159,120 ) Payment of offering costs ( 476,499 ) Net cash provided by financing activities 347,513,081 Net Change in Cash 2,194,564 Cash – Beginning of period — Cash – End of period $ 2,194,564 Non-cash investing and financing activities: Offering costs included in accrued offering costs $ 92,044 Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares $ 18,000 Deferred underwriting fee payable $ 14,700,000 The accompanying notes are an integral part of the financial statements. F- 6 CRANE HARBOR ACQUISITION CORP. II NOTES TO THE FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Crane Harbor Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 19, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“Business Combination”). The Company may pursue an acquisition opportunity in any business or industry. As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from June 19, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is Crane Harbor Sponsor II, LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 15, 2025. On December 17, 2025, the Company consummated the Initial Public Offering of 34,500,000 units at $ 10.00 per unit (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which is discussed in Note 3, which includes the full exercise of the underwriters’ over-allotment option of 4,500,000 Units, generating gross proceeds of $ 345,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 900,000 units (the “Private Placement Units”) in a private placement to the Sponsor and the underwriters, at a price of $ 10.00 per unit, or $ 9,000,000 in the aggregate. Transaction costs amounted to $ 21,286,543 , consisting of $ 6,000,000 of cash underwriting fee, $ 14,700,000 of deferred underwriting fee, and $ 586,543 of other offering costs. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering on December 17, 2025, an amount of $ 345,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds from the sale of the Private Placement Units, was placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and will be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, or in cash or cash like items (including demand deposit accounts) at a bank, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company will provide its holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or against, a Business Combination, all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. F- 7 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within the completion window (as defined below), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. 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 initial Business Combination and in connection with certain amendments to the Company’s Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”). In accordance with U.S. Securities and Exchange Commission (“SEC”) guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”), paragraph 10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Public Shares were issued with other freestanding instruments (i.e., public rights), the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with FASB ASC Topic 470-20, “Debt with Conversion and Other Options.” The resulting discount to the initial carrying value of temporary equity was accreted upon closing the Initial Public Offering such that the carrying value will equal the redemption value on such date. The accretion or remeasurement was recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. The Public Shares are redeemable and were classified as such on the balance sheet until such date that a redemption event takes place. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the holders of the Founder Shares (as defined in Note 5) prior to the Initial Public Offering (the “Initial Shareholders”) will agree to vote their Founder Shares, Private Placement Shares (as defined in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholders will agree to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provide 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” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor, executive officers and directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares. F- 8 If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate a Business Combination beyond 24 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of Association (the “completion window”), the Company will 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 on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any) subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such event, the rights will expire and be worthless. In connection with the redemption of 100 % of the Company’s outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses). The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the completion window. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, 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 completion window. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity The Company’s liquidity needs up to December 17, 2025 (IPO) had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5). At December 31, 2025, the Company had cash of $ 2,194,564 and working capital surplus of $ 2,189,358 . In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2.5 million of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per Unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. F- 9 In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements – Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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 an emerging growth 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, 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 statement with another public company which is neither an emerging growth company nor an emerging growth company which 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 the financial statement in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $ 2,194,564 and did not have any cash equivalents as of December 31, 2025. F- 10 Cash and Investment Held in Trust Account As of December 31, 2025, substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying 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 Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Associated with the Initial Public Offering The Company complies with the requirements of FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity and offering costs allocated to the Public Rights (as defined below) and Private Placement Units were charged to shareholders’ deficit as the Public and Private Placement Rights (as defined below), after management’s evaluation, were accounted for under equity treatment. 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 Measurements,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Income Taxes The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented. F- 11 Share Rights The Company accounts for the Public and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the Share Rights under equity treatment at their assigned value. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: Gross proceeds $ 345,000,000 Less: Proceeds allocated to Public Rights ( 6,900,000 ) Class A ordinary shares issuance cost ( 20,846,198 ) Plus: Accretion of carrying value to redemption value 28,234,177 Class A Ordinary Shares subject to possible redemption, December 31, 2025 $ 345,487,979 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Accretion associated with the redeemable shares of Class A ordinary shares is excluded from net income per ordinary share as the redemption value approximates fair value. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Period from June 19, 2025 (Inception) Through December 31, 2025 Basic net income per ordinary share Class A Class B Basic net income per ordinary share Numerator: Allocation of net income, as adjusted $ 66,692 $ 265,232 Denominator: Basic weighted average shares outstanding 2,541,538 10,107,692 Basic net income per ordinary share $ 0.03 $ 0.03 For the Period from June 19, 2025 (Inception) Through December 31, 2025 Diluted net income per ordinary share Class A Class B Diluted net income per ordinary share Numerator: Allocation of net income, as adjusted $ 63,708 $ 268,216 Denominator: Diluted weighted average shares outstanding 2,541,538 10,700,000 Diluted net income per ordinary share $ 0.03 $ 0.03 F- 12 Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on June 19, 2025, its date of incorporation. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on December 17, 2025, the Company sold 34,500,000 Units at a purchase price of $ 10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option in the amount of 4,500,000 Units. Each Unit consists of one Class A ordinary share and one right (“Public Right”). Each Public Right entitles the holder thereof to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of an initial Business Combination. No fractional shares will be issued upon conversion of the Public Rights. NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 600,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 6,000,000 in the aggregate and the underwriters purchased an aggregate of 300,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, or $ 3,000,000 in the aggregate. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Shares”) and one right to receive one-fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private Placement Rights”), at a price of $ 10.00 per Private Placement Unit. The Private Placement Units are identical to the Units sold in the Initial Public Offering except that, so long as they are held by the Sponsor or their permitted transferees, the Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon conversion of the Private Placement Rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination and (ii) are entitled to registration rights. F- 13 The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles of Association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete the initial Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the completion window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares or Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On June 19, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.003 per share, to cover certain of the Company’s expenses, for which the Company issued 7,666,667 founder shares (the “Founder Shares”). On July 24, 2025, the Company, through a share capitalization, issued the Sponsor an additional 1,916,666 Founder Shares, as a result of which the Sponsor held an aggregate of 9,583,333 Founder Shares. In December 2025, the Company effected a share capitalization pursuant to which the Company issued an additional 1,916,667 Founder Shares resulting in an aggregate of 11,500,000 Founder Shares outstanding. All share and per-share data have been retrospectively presented. Up to 1,500,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On December 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,500,000 Founder Shares are no longer subject to forfeiture. The Company’s Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s Initial Shareholders with respect to any Founder Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the Lock-up. Related Party Loans On June 19, 2025, the Sponsor agreed to loan the Company up to $ 300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due on the earlier of December 31, 2025 or the closing of the Initial Public Offering. The Company had borrowed $ 159,120 under the Note, which was repaid at the closing of the Initial Public Offering on December 17, 2025. Borrowings under the Note are no longer available. F- 14 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2.5 million of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $ 10.00 per Unit. The units would be identical to the Private Placement Units. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans. Administrative Support Agreement Commencing on December 16, 2025, the Company agreed to reimburse the Sponsor or an affiliate thereof in an amount equal to $ 30,000 per month for office space, utilities, secretarial support and administrative services. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. As of December 31, 2025, the Company incurred $ 16,452 of administrative fees which is included in accrued expenses in the accompanying balance sheet. NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the Founder Shares, Private Placement Units and the Class A ordinary shares underlying such Private Placement Units and Private Placement Rights and units that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on December 15, 2025. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the effective date of the registration statement to purchase up to 4,500,000 additional Units at the Initial Public Offering price less underwriting discounts and commissions. On December 17, 2025, the underwriters exercised their over allotment option of 4,500,000 additional Units in full as part of the closing of the Initial Public Offering. The underwriters were entitled to an underwriting discount of $ 6,000,000 , which was paid in cash to the underwriters at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $ 0.40 per Unit, or approximately $ 14,700,000 . The deferred underwriting discounts and commissions will be payable to the underwriters upon the closing of the initial Business Combination, but such amount will be payable to the underwriters based solely on the amounts remaining in the Trust Account after giving effect to all properly submitted shareholder redemptions in connection with the consummation of an initial Business Combination. Risks and Uncertainties The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination. F- 15 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2025, there were 900,000 Class A ordinary shares issued and outstanding, excluding 34,500,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2025, there were 11,500,000 Class B ordinary shares issued and outstanding. The Founder Shares include an aggregate of up to 1,500,000 shares which were subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On December 17, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 1,500,000 Founder Shares are no longer subject to forfeiture. The Founder Shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or at any time and from time to time at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (excluding the Class A ordinary shares underlying the Private Placement Units), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Memorandum and Articles of Association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Memorandum and Articles of Association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Memorandum and Articles of Association, such actions include amending the Amended and Restated Memorandum and Articles of Association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Memorandum and Articles of Association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. F- 16 Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-fifteenth (1/15) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each registered holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifteenth (1/15) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination within the required time period and the Company redeems the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless. NOTE 8. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets that are measured at fair value as of December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Level December 31, 2025 Assets: Cash and investments held in Trust Account 1 $ 345,487,979 Substantially all the assets held in the Trust Account were held in money market funds, which are invested primarily in Treasury securities. All of the Company’s investments held in the Trust Account are presented on the accompanying balance sheet at fair value at the end of each reporting period. The estimated fair values of investments held in the Trust Account are determined using available market information. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 17 The fair value of the Public Rights issued in the Initial Public Offering is $ 6,900,000 , or $ 0.20 per Public Right. The Public Rights issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Rights issued in the Initial Public Offering: DECEMBER 17, 2025 Traded unit price $ 9.80 Expected term to De-SPAC (years) 2.00 Probability of De-SPAC and instrument-specific market adjustment 30.0 % Risk-free rate (continuous) 3.46 % NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Financial Officer , who reviews the 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 only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 2,194,564 Cash and investments held in Trust Account $ 345,487,979 For the Period from June 10, 2025 (Inception) through December 31, 2025 General and administrative costs $ 156,055 Interest earned on cash and investments held in Trust Account $ 487,979 NOTE 10. SUBSEQUENT EVENTS Management evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F- 18 Exhibit No. Description 1.1 Underwriting Agreement, dated December 15, 2025, between the Company and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC. (1) 3.1 Memorandum and Articles of Association(2) 3.2 Amended and Restated Memorandum and Articles of Association, filed with the Cayman Islands General Registry on December 15, 2025. (1) 4.1 Specimen Unit Certificate (2) 4.2 Specimen Ordinary Share Certificate (2) 4.3 Specimen Share Rights Certificate (2) 4.4 Share Rights Agreement, dated December 15, 2025, by and between Continental Stock Transfer & Trust Company and the Company (1) 4.5* Crane Harbor Acquisition Corp. Description of Securities 10.1 Letter Agreement, dated December 15, 2025, by and among the Company, the officers and directors of the Company and Crane Harbor Sponsor II LLC. (1) 10.2 Investment Management Trust Agreement, dated December 15, 2025, by and between the Company and Continental Stock Transfer & Trust Company (1) 10.3 Registration Rights Agreement, dated December 15, 2025, by and among the Company, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, JonesTrading Institutional Services LLC and Crane Harbor Sponsor II LLC. (1) 10.4 Private Placement Units P urchase Agreement, dated December 15, 2025 by and between the Company and Crane Harbor Sponsor II LLC (1) 10.5 Unit Subscription Agreement, dated December 15, 2025 by and between the Company,Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and JonesTrading Institutional Services LLC. (1) 10.6 Administrative Services Agreement, dated December 15, 2025, by and between the Company and Crane Harbor Sponsor II LLC (1) 10.7 Form of Indemnity Agreement (1) 10.8 Securities Subscription Agreement, dated June 19, 2025, between the Registrant and Crane Harbor Sponsor II LLC. (2) 14.1 Code of Ethics(2) 19* Insider Trading Policies and Procedures 21.1* Subsidiaries of the Registrant 31.1* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) 31.2* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) 32.1* Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 32.2* Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 97* Policy Related to Recovery of Erroneously Awarded Compensation 101.INS* Inline XBRL Instance Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Labels Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith (1) Previously filed as an exhibit to our Current Report on Form 8-K filed on December 18, 2025 (2) Previously filed as an exhibit to our Registration Statement on Form S-1, as amended (File No. 333-291289) Item 16. FORM 10-K SUMMARY. Not applicable. 88 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CRANE HARBOR ACQUISITION CORP. II Dated: February 26, 2026 /s/ William I. Fradin William I. Fradin Chief Executive Officer and Director (Principal Executive 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. Name Position Date /s/ William I. Fradin Chief Executive Officer and Director February 26, 2026 William I. Fradin (Principal Executive Officer) /s/ Thomas C. Elliott Chief Financial Officer February 26, 2026 Thomas C. Elliott ( Principal Financial and Accounting Officer ) /s/ Jonathan Z. Cohen Executive Chairman of the Board February 26, 2026 Jonathan Z. Cohen /s/ Edward E. Cohen Vice Chairman of the Board February 26, 2026 Edward E. Cohen /s/ Koryn Estrada Director February 26, 2026 Koryn Estrada /s/ Stephen Howard Director February 26, 2026 Stephen Howard /s/ Robert W. Karlovich III Director February 26, 2026 Robert W. Karlovich III /s/ Adam Guren Director February 26, 2026 Adam Guren 89