Crane Harbor Acquisition Corp. II

Crane Harbor Acquisition Corp. II (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 19, 2025 ¹. Its sole business objective is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities, referred to as its initial business combination ². The Company has not generated any operating revenues to date and does not expect to do so until the consummation of its initial business combination ³. The Company aims to identify and acquire high-growth companies leading in technology, real assets, and energy sectors, specifically those implementing transformative technologies in global connectivity, sustainability, and infrastructure development ⁴.

The Company's core business model is to identify, acquire, and then build a company that can benefit from its management team's operational expertise and executive oversight ⁵. It generates non-operating income from interest earned on cash held in its trust account ⁶. The primary customer segments are not applicable as the Company is a SPAC seeking a target business. The Company leverages an extensive sourcing network including business founders, global funds, private equity, financial investors, and industry professionals to access attractive investment opportunities ⁷.

The Company's management team has a proven track record in operational excellence, capital markets expertise, and successful SPAC transactions, including the Falcon Minerals and Osprey Energy Acquisition Corp. business combination, the merger of Juniper Industrial Holdings with Janus International Group, Vertiv and GS Acquisition Holdings, and the combination of Osprey Technology Acquisition Corp. with BlackSky Technology ⁸. This experience is intended to provide a competitive advantage in identifying, sourcing, negotiating, and executing a compelling business combination ⁹.

For the period from June 19, 2025 (inception) through December 31, 2025, the Company reported net income of $331,924 ¹⁰. This consisted of interest earned on marketable securities held in the Trust Account of $487,979 ¹¹, offset by operating costs of $156,055 ¹². As of December 31, 2025, the Company had cash of $2,194,564 ¹³ and cash and investments held in the Trust Account totaling $345,487,979 ¹⁴. Total liabilities were $14,829,807 ¹⁵, including a deferred underwriting fee payable of $14,700,000 ¹⁶. The Company's Class A ordinary shares subject to possible redemption were valued at $345,487,979 ¹⁷, representing 34,500,000 shares at a redemption value of $10.01 per share ¹⁸. Basic and diluted net income per share for Class A ordinary shares was $0.03 ¹⁹, and for Class B ordinary shares was also $0.03 ²⁰.

The Company consummated its initial public offering on December 17, 2025, issuing 34,500,000 units at $10.00 per unit, generating gross proceeds of $345,000,000 ²¹. Simultaneously, it sold 900,000 placement units at $10.00 per unit in a private placement, generating $9,000,000 ²². Total transaction costs related to the IPO were $21,286,543 ²³, comprising $6,000,000 in cash underwriting discounts and commissions ²⁴, $14,700,000 in deferred underwriting commissions ²⁵, and $586,543 in other offering costs ²⁶. Following these transactions, $345,000,000 ²⁷ was placed in a trust account.

During the reported period, the Company's activities were limited to its formation, initial public offering, and identifying a target company for a business combination ²⁸. Cash used in operating activities was $318,517 ²⁹, while cash provided by financing activities was $347,513,081 ³⁰. The Company's sponsor, Crane Harbor Sponsor II, LLC, paid $25,000 ³¹ for 9,583,333 founder shares ³², which later increased to 11,500,000 founder shares ³³ due to a share capitalization. The sponsor also purchased 600,000 private placement units for $6,000,000 ³⁴.

The Company intends to use substantially all of the funds held in the trust account, including any interest earned (net of permitted withdrawals and excluding deferred underwriting commissions), to complete its business combination ³⁵. If share capital or debt is used as consideration, remaining proceeds will serve as working capital for the target business's operations, future acquisitions, and growth strategies ³⁶. The Company anticipates incurring significant costs in pursuing its acquisition plans ³⁷.

The Company's growth strategy is centered on identifying and acquiring high-growth sectors with favorable market dynamics for long-term value creation ³⁸. It specifically targets companies implementing transformative technologies within global connectivity, sustainability, and continued infrastructure development in the technology, real assets, and energy sectors ³⁹. The Company aims to accelerate the growth of acquired businesses by providing operational and strategic expertise, access to new capital, and a pathway to public markets ⁴⁰.

The Company plans to target businesses at inflection points in their life cycles, believing they can significantly benefit from its strategic guidance, capital infusion, and expertise ⁴¹. The management team's combined experience in strategic planning, financial planning, commercialization, capital markets navigation, and public company operations is expected to enhance the value of a target company ⁴².

The Company does not believe it will need to raise additional funds to meet operating expenditures ⁴³. However, if the estimated costs for identifying a target, conducting due diligence, and negotiating a business combination are insufficient, it may have inadequate funds to operate prior to the business combination ⁴⁴. Additional financing may be required to complete a business combination or if a significant number of public shares are redeemed, potentially through issuing additional securities or incurring debt ⁴⁵. The sponsor or affiliates may loan up to $2,500,000 ⁴⁶ for working capital or transaction costs, which may be convertible into placement units at $10.00 per unit ⁴⁷.

The Company's completion window for an initial business combination ends on December 17, 2027 ⁴⁸. If an initial business combination is not completed within this timeframe, the Company will cease operations, redeem public shares at a per-share price equal to the aggregate amount in the trust account (net of permitted withdrawals and up to $100,000 ⁴⁹ for dissolution expenses), and then liquidate and dissolve ⁵⁰.

The Company faces several material risks, including the possibility that public shareholders may not have an opportunity to vote on a proposed initial business combination, and even if a vote occurs, the founder shares and placement shares held by initial shareholders and management, representing 25.8% ⁵¹ of outstanding ordinary shares, will participate, potentially leading to approval without majority public shareholder support. The ability of public shareholders to redeem their shares for cash may make the Company's financial condition unattractive to potential target businesses, especially if a business combination agreement requires a minimum cash threshold, which could prevent the completion of a desirable transaction. The requirement to complete an initial business combination within the completion window, which ends on December 17, 2027 ⁵², may give target businesses leverage in negotiations and limit due diligence time. Furthermore, the Company's status as a blank check company with no operating history and no revenues means there is no basis to evaluate its ability to achieve its business objective, and if it fails to complete an initial business combination, public shareholders may receive only their pro rata portion of the funds in the trust account, and Share Rights will expire worthless. The nominal purchase price of $0.002 per share ⁵³ paid by the sponsor for founder shares could result in significant dilution to public shareholders upon a business combination, and the sponsor is likely to make a substantial profit even if the trading price of ordinary shares declines. Geopolitical conditions, such as the Russia-Ukraine conflict and conflicts in the Middle East and Southwest Asia, could adversely affect the search for a target business or the operations of an acquired company. Changes in laws or regulations, particularly the new SEC SPAC Rules, may increase costs and time needed to complete a business combination and could lead to the Company being deemed an investment company, imposing burdensome compliance requirements or restricting activities. The Company's cash and investments in the trust account, which may exceed FDIC insurance limits, are subject to risks related to the financial services industry, including liquidity or non-performance by financial institutions.

Management's message emphasizes their extensive experience and network as key assets for identifying and executing a compelling business combination, particularly within the technology, real assets, and energy sectors. They highlight a proven track record in operational excellence, capital markets expertise, and successful SPAC transactions, citing examples like the Falcon Minerals and Osprey Energy Acquisition Corp. merger, Juniper Industrial Holdings with Janus International Group, Vertiv and GS Acquisition Holdings, and Osprey Technology Acquisition Corp. with BlackSky Technology. The strategic priorities are to identify, acquire, and build high-growth companies with disruptive solutions, providing them with operational and strategic expertise, access to new capital, and a pathway to public markets. Management is confident in their ability to enhance the value of a target company through active engagement and ongoing support, aiming to cultivate sustainable growth and deliver strong long-term returns for investors. They intend to use substantially all of the $345,000,000 ⁵⁴ held in the trust account, including interest earned, to complete the business combination, and may utilize up to $2,500,000 ⁵⁵ in working capital loans from the sponsor or affiliates, convertible into units at $10.00 per unit ⁵⁶, to fund transaction costs or working capital deficiencies.