CRAC merger with Carvix, Inc.
Carvix, Inc.
Announced 30 March 2026.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- $80M
- Min-cash condition
- $10M
- Sponsor promote
- 20%
- Exchange ratio
All-stock: 50,000,001 shares of Crown Reserve common stock in the aggregate to Carvix stockholders, allocated per the Company Allocation Schedule, at a $10.00 per share reference price.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
Four-year earnout from FY starting Jan 1, 2027, split between an EBITDA component (annual targets $10.38M / $14.95M / $21.84M / $21.84M) and a revenue component (annual targets $276.8M / $351.71M / $436.88M / $436.88M), with base opportunities in Payment Years 1-3, catch-up in Years 2-4 and a Year 4 true-up. Separate Sponsor Earnout of up to 1,000,000 shares per year in Years 1-3 (up to 3,000,000 total).more ▾less ▴
What the filings actually value
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Carvix, Inc. appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
All figures above are stated in EX-99 press release0001213900-26-038670
EX-99 press release, 0001213900-26-038670: proFormaEnterpriseValueM "$1.0 billion". A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Carvix, Inc.
from 10-Q (business combination agreement note)The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Carvix, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Carvix, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Carvix, Inc., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $1bn regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Pro-forma enterprise value as filed.
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Four-year earnout from FY starting Jan 1, 2027, split between an EBITDA component (annual targets $10.38M / $14.95M / $21.84M / $21.84M) and a revenue component (annual targets $276.8M / $351.71M / $436.88M / $436.88M), with base opportunities in Payment Years 1-3, catch-up in Years 2-4 and a Year 4 true-up. Separate Sponsor Earnout of up to 1,000,000 shares per year in Years 1-3 (up to 3,000,000 total).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.