Crane Harbor Acquisition Corp. II

Crane Harbor Acquisition Corp. II is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on June 19, 2025, with the sole purpose of effecting a business combination with one or more businesses ¹. The company has not generated any operating revenues to date and does not expect to do so until it completes its initial business combination ². The company's business strategy focuses on identifying, acquiring, and building a company that can benefit from its management team's operational expertise and executive oversight, particularly in the technology, real assets, and energy sectors, with an interest in companies implementing transformative technologies in global connectivity, sustainability, and infrastructure development ³.

The core business model of Crane Harbor Acquisition Corp. II is to identify and merge with high-growth companies, providing them with operational and strategic expertise, access to new capital, and a pathway to public markets ⁴. The company generates non-operating income in the form of interest income on cash held in its trust account ⁵. Its primary customer segments are not applicable as it is a blank check company seeking an acquisition target. The company's platform or ecosystem dynamics involve leveraging its extensive sourcing network, which includes business founders, global funds, private equity, financial investors, and industry professionals, to access attractive investment opportunities ⁶.

As of December 31, 2025, Crane Harbor Acquisition Corp. II had not yet commenced operations, with all activities focused on its formation, initial public offering, and identifying a target company ⁷. The company reported net income of $331,924 for the period from June 19, 2025 (inception) through December 31, 2025 ⁸. This net income consists of interest earned on marketable securities held in the Trust Account of $487,979, offset by operating costs of $156,055 ⁹. The company's balance sheet as of December 31, 2025, shows total assets of $347,900,188 ¹⁰, with cash and investments held in the Trust Account amounting to $345,487,979 ¹¹ and cash outside the trust account of $2,194,564 ¹². Total liabilities were $14,829,807 ¹³, including a deferred underwriting fee payable of $14,700,000 ¹⁴. The company reported a total shareholders' deficit of $(12,417,598) ¹⁵. Basic and diluted net income per share for Class A ordinary shares was $0.03 ¹⁶, based on 2,541,538 weighted average shares outstanding ¹⁷. For Class B ordinary shares, basic and diluted net income per share was also $0.03 ¹⁸, with 10,107,692 basic weighted average shares outstanding ¹⁹ and 10,700,000 diluted weighted average shares outstanding ²⁰. Cash used in operating activities for the period was $318,517 ²¹.

Year-over-year comparisons are not applicable as the company was incorporated on June 19, 2025, and has no prior operating history or revenues ²².

Significant operational developments during the reported period include the consummation of its initial public offering on December 17, 2025, where it sold 34,500,000 units at $10.00 per unit, generating gross proceeds of $345,000,000 ²³. Simultaneously, it sold 900,000 placement units at $10.00 per unit in a private placement, generating total gross proceeds of $9,000,000 ²⁴. Following these transactions, $345,000,000 from the net proceeds was placed in a trust account ²⁵. The company incurred total transaction costs of $21,286,543, comprising $6,000,000 in cash underwriting fees, $14,700,000 in deferred underwriting fees, and $586,543 in other offering costs ²⁶.

Management's specific revenue, margin, or EPS guidance for the upcoming period is not provided, as the company has not yet commenced operations and does not expect to generate operating revenues until after the completion of its initial business combination ²⁷.

The company's primary growth area is the successful identification and completion of an initial business combination with a high-growth company in the technology, real assets, or energy sectors ²⁸. The company aims to acquire businesses implementing transformative technologies to advance global connectivity, sustainability, and infrastructure development ²⁹. Management believes significant opportunities exist in these sectors and plans to accelerate the growth of acquired companies by providing operational and strategic expertise, access to new capital, and a pathway to public markets ³⁰. The company has a completion window ending on December 17, 2027, to complete an initial business combination ³¹.

The operational outlook involves incurring significant costs in the pursuit of acquisition plans ³². The company generates non-operating income from interest on the trust account ³³ and incurs expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses ³⁴. The company's working capital of $2,194,564 as of December 31, 2025, is intended to fund these requirements for at least the duration of the completion window ³⁵.

Planned capital allocation includes using substantially all funds held in the trust account, initially $345,000,000 ³⁶, including interest earned (net of permitted withdrawals and excluding deferred underwriting commissions), to complete the business combination ³⁷. If share capital or debt is used as consideration, remaining proceeds will serve as working capital for the target business's operations, other acquisitions, and growth strategies ³⁸. The sponsor, officers, and directors may loan the company up to $2,500,000 for working capital deficiencies or transaction costs, which may be convertible into placement units at $10.00 per unit ³⁹. The company also has an agreement to pay its sponsor or an affiliate $30,000 per month for office space, utilities, and administrative support, which will cease upon completion of a business combination or liquidation ⁴⁰.

Management explicitly flagged several structural headwinds and execution risks to its growth plan. These include the requirement to complete an initial business combination within the completion window, which may give target businesses leverage in negotiations and limit due diligence time ⁴¹. The ability of public shareholders to redeem shares for cash may make the company's financial condition unattractive to potential targets and could dilute investment if third-party financing is needed ⁴². The deferred underwriting compensation of $14,700,000 ⁴³ will be paid upon closing of a business combination, which could further dilute non-redeeming shareholders ⁴⁴. 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 and the operations or financial condition of potential targets ⁴⁵. Changes in laws or regulations, particularly the SEC's new SPAC Rules, may increase costs and time needed to complete a business combination ⁴⁶. The risk of being deemed an investment company under the Investment Company Act could impose burdensome compliance requirements or restrict activities ⁴⁷.

The company faces several material risks, including the inherent uncertainty of being a blank check company with no operating history or revenues, making it difficult for investors to evaluate its ability to achieve its business objective ⁴⁸. A significant risk is the potential for public shareholders to not have an opportunity to vote on a proposed initial business combination, and even if a vote is held, the founder shares and placement shares held by initial shareholders and management, representing 25.8% of outstanding ordinary shares ⁴⁹, will participate, potentially leading to a combination not supported by a majority of public shareholders ⁵⁰. The ability of public shareholders to redeem their shares for cash, combined with a deferred underwriting commission of $14,700,000 ⁵¹, may make the company's financial condition unattractive to potential targets, limit the most desirable business combinations, and substantially dilute non-redeeming shareholders ⁵². The requirement to complete a business combination by December 17, 2027 ⁵³ may give target businesses leverage and limit due diligence time ⁵⁴. Geopolitical conditions, such as the Russia-Ukraine conflict and Middle East conflicts, could lead to market volatility and affect target operations, making it harder to consummate a business combination ⁵⁵. Regulatory changes, specifically the SEC's new SPAC Rules, could increase costs and time for a business combination and potentially lead to the company being deemed an investment company, imposing burdensome compliance or restricting activities ⁵⁶. The nominal purchase price of $0.002 per share ⁵⁷ 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 ⁵⁸.

Management's message to shareholders emphasizes their confidence in the team's ability to identify, source, negotiate, and execute a compelling business combination, leveraging their seasoned leadership, proven track record in operational excellence, capital markets expertise, and successful SPAC transactions ⁵⁹. They highlight their extensive sourcing network and deep industry expertise in technology, real assets, and energy as providing access to attractive investment opportunities ⁶⁰. The strategic priorities for the period ahead are to identify companies with disruptive solutions and strong growth potential, accelerate their growth through strategic guidance and capital infusion, and unlock their full value ⁶¹. Management also noted that Crane Harbor I, a SPAC formed by Messrs. Brotman and Fradin, entered into a business combination agreement with Xanadu Quantum Technologies Inc. on November 3, 2025, with closing anticipated in the first quarter of 2026 ⁶².