Crane Harbor Acquisition Corp. II

This filing sets the final terms for CRAN's IPO, establishing a $250 million trust ($10.00 per unit), a 24-month deadline from closing, and redemption mechanics that include a 15% shareholder redemption cap. It also reveals that Crane I (with overlapping management) is now committed to a target, reducing the chance that management will present conflicting acquisition opportunities to CRAN, but also highlights potential conflicts of interest. The going concern qualification and reliance on the IPO for liquidity are material risks.

This amendment moves the SPAC IPO closer to effectiveness. For investors tracking CRAN, the trust value is $10.19 per share, the deadline for a business combination is 24 months from the closing of the offering (expected 2027-12-17), and the sponsor has committed to purchase 550,000 private placement units. The filing confirms no target has been selected. The updated financials show a working capital deficit of $73,307 as of September 30, 2025, and a going concern qualification, which is standard for pre-IPO SPACs. The IPO is underwritten by Cohen & Company Capital Markets and JonesTrading.

This establishes the terms of a new SPAC offering from a management team with a track record (including a sister SPAC, Crane Harbor Acquisition Corp. I, which recently announced a deal with Xanadu Quantum Technologies). Key terms: 24-month deadline, $10.19 current trust value (IPO price $10.00 with interest accrual), public shareholders can redeem at trust value regardless of how they vote on a deal, 15% redemption limitation on large holders, sponsor purchased founder shares at $0.003/share creating significant potential dilution for public investors. The team focuses on technology, real assets and energy sectors.

Establishes the trust mechanics for a new SPAC: $250 million trust ($10 per share), 24-month deadline from IPO closing, redemption rights with 15% limitation, sponsor founder shares at nominal cost creating dilution risk, and management team with mixed track record (two prior SPACs liquidated). Investors should note the redemption mechanics and potential for significant dilution.

What changed: 10-Q (Quarterly Report) for SPAC Crane Harbor Acquisition Corp. II for the quarter ended March 31, 2026. Trust account per-share redemption value increased from $10.01 to $10.10 due to interest income of $3.05 million. Net income of $2.8 million. No new business combination agreement, extension, or amendment. All other terms unchanged. Why it matters: Redemption value per share increased slightly, but no deal progress or extension. SPAC remains in searching phase with deadline December 2027. No redemptions or changes to sponsor conduct reported.

What changed: A Form 8-K current report functioning as a conduit for Routine Compliance Exhibits, specifically attaching a Passive Foreign Investment Company (PFIC) Annual Statement. The filing reports no alterations to the SPAC’s redemption schedule, trust account composition, liquidation deadline, merger pipeline, or sponsor leadership. Crane Harbor Acquisition Corp. II did not propose a business combination, call a special meeting for extension approval, amend the charter, resign executives, or initiate capital-return mechanisms. The only operational update is the standardized publication of annual U.S. tax disclosure data required for holders of Class A ordinary shares. Why it matters: Chief Financial Officer Thomas C. Elliott signed the attached PFIC statement confirming that, for the taxable period beginning 6/19/2025 and ending 12/31/2025, the company attributed ordinary earnings of $0.0010103085 per unit, while explicitly reporting that net capital gains are NONE and that both cash distributions and fair market value of property deemed distributed equal NONE. Because the Cayman Islands registrant (SIC 6770) incorporated on 6/19/2025 and remains in a pre-combination search status, these zero-yield and zero-distribution metrics verify that neither investment income nor operating cash has been realized or distributed during this interim window. The filing does not adjust the December 17, 2027 termination deadline or impact redemption pricing, but it delivers the exact per-day per-unit baseline U.S. shareholders require to calculate Qualified Electing Fund (QEF) election liability or benefit options under Section 1295 of the Internal Revenue Code. The statement repeatedly declines to advise on tax strategy, noting PFIC rules are complex, state-level recognition is not guaranteed, and additional filings (IRS Forms 8621, 5471, 926, or 8938) may be triggered by shareholder activity.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (first annual report since IPO). IPO consummated December 17, 2025; trust account holds $345,487,979 ($10.01 per public share); deadline to complete business combination is December 17, 2027; no business combination yet; related party Crane Harbor I has announced a merger with Xanadu Quantum Technologies; sponsor paid nominal $25,000 for founder shares; potential conflict of interest disclosed with Crane Harbor I; risk factors updated including Investment Company Act concerns and potential PFIC status. Why it matters: First audited financial statements post-IPO confirm trust value per share ($10.01) and that CRAN is still searching. The filing sets the deadline (12/17/2027) and discloses key related party transactions and conflicts. It provides a baseline for future filings and informs redemption mechanics.

What changed: Schedule 13G joint filing agreement for beneficial ownership reporting. The filing identifies Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross as co-filers for a Schedule 13G concerning Crane Harbor Acquisition Corp. II, dated February 12, 2026. The provided text contains only the joint acquisition statement acknowledgment and signature lines. It discloses zero information regarding redemption deadlines, trust account per-share values, extension procedures, business combination negotiations or closings, or sponsor conduct. No share quantities, ownership percentages, or voting/consent arrangements are reported in the excerpt. Why it matters: This document solely establishes that the three named parties share joint responsibility for the timely submission and accuracy of the overarching Schedule 13G, without altering any SPAC operational mechanics. Because the filing excerpt omits the mandatory Schedule 13G disclosures—aggregate shares held, percentage of the class beneficially owned, nature of control, identity of the underwriter or purchaser, and source of consideration—it does not trigger redemption windows, affect trust distributions, mandate extension votes, advance merger timelines, or reflect sponsor behavior. Investors tracking these mechanics should monitor for the completed Schedule 13G pages or subsequent corporate actions (e.g., tender offers, extension vote proxies, or Business Combination Agreements) that would quantify the position and reveal any contractual rights attached to it.

What changed: This document is a Schedule 13G, described in its own terms as a "beneficial ownership report". The provided excerpt identifies only the reporting party as "Holder: Meteora Capital, LLC". It contains no share counts, percentages, acquisition dates, price-paid figures, transaction volumes, or amendment histories. Consequently, the text discloses no updates to the SEARCHING status, no alterations to the 2027-12-17 deadline, no proposals or votes regarding extensions, no changes to redemption mechanics, no trust account balance adjustments, no status updates on a prospective business combination, and no commentary on sponsor conduct. Why it matters: For investors monitoring redemption deadlines, trust preservation, and deal progression, a Schedule 13G signals that Meteora Capital, LLC has filed a SEC disclosure indicating a cumulative position that meets or exceeds regulatory reporting thresholds. In SPAC structures, such filings often coincide with preparation for a proposed merger vote, proxy solicitation efforts, or strategic positioning relative to management. Because the submitted text omits Item 4 (purpose of transaction), Item 5 (identity and background of reporting persons), the signature block, and all share quantity tables, it contains no verifiable claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Under SEC regulations, every assertion or intent in a 13G originates from the filer; here, the only attribution is to Meteora Capital, LLC. The excerpt supplies no numerical data beyond the SEC document number, and no trust values, dollar amounts, or share totals have been imported, computed, or rounded. Until the complete exhibit is reviewed, the mechanical implications for redemptions, trust funding, or sponsor alignment remain unverified.(flagged for human review)

What changed: Routine compliance exhibit — Amendment to Schedule 13G, a beneficial ownership report filed with the SEC. The filing identifies Meteora Capital, LLC as the reporting entity submitting an amended Schedule 13G. Because the supplied excerpt contains no tables, footnotes, or numerical disclosures, it reports no changes to share counts, acquisition dates, aggregate percentages, voting authority, or investment discretion. Accordingly, the document bears no direct effect on redemption deadlines, trust value, extension mechanisms, deal progress, or sponsor conduct. It also contains zero substantive assertions regarding customer bases, revenue metrics, total addressable market sizing, corporate strategy, technology roadmaps, partnership agreements, pending litigation, or senior personnel transitions. Why it matters: As a standard Section 13(d) regulatory update, this amendment merely refreshes the public registry of Meteora Capital, LLC’s holdings in Crane Harbor Acquisition Corp. II. Without disclosed position adjustments or structural covenant modifications, the filing does not recalibrate liquidity event triggers, alter warrant/delivery mechanics, or shift the tracked trust balance or deadline framework. Investors monitoring redemption windows or extension votes should treat this as a non-operative administrative entry; substantive mechanical or strategic developments will only emerge through subsequent amendments that quantify positional changes, formal proxy materials governing business combinations, or written notices detailing trust account administration and timeline extensions.

What changed: A Schedule 13G beneficial ownership report. The filing discloses that Meteora Capital, LLC is the reporting holder. It contains no statements or updates regarding CRAN’s redemption deadline, trust value, extension prospects, deal progress, or sponsor conduct. Why it matters: Meteora Capital, LLC claims only its equity position; it makes no assertions regarding customer concentration, revenue streams, market size, strategic direction, technology, partnerships, litigation, or executive personnel. Because the document is restricted to a securities registration disclosure without structural, financial, or target-search commentary, it does not advance investor monitoring of the SEARCHING timeline, trust preservation, or sponsor accountability.

What changed: A routine Form 3 insider ownership compliance exhibit filed by Crane Harbor Acquisition Corp. II director Guren Adam, formally disclosing no non-derivative transactions or holdings. The filing records zero movement in beneficial ownership, purchases, sales, or derivative contracts for director Guren Adam. It contains no statements, metrics, or operational updates regarding the December 17, 2027 deadline, the existing $10.19 per share trust value, redemption windows, extension proposals, target acquisition progress, or sponsor conduct. The SPAC’s publicly tracked status, trust composition, and calendar remain entirely unaffected by this exhibit. Why it matters: While the filing delivers no commercial, technological, or strategic intelligence, it establishes a clean governance baseline: director equity positioning has not shifted, eliminating short-term dilution risk or conviction signaling ahead of the stated deadline. Investors tracking post-IPO alignment and capital stewardship can treat the zero-activity report as confirmation of status quo insider behavior, preserving the existing redemption architecture and extending the sponsor’s runway under the currently disclosed terms.

What changed: A Form 8-K Current Report filed by Crane Harbor Acquisition Corp. II announcing the consummation of its initial public offering and concurrent private placement on December 17, 2025, accompanied by an audited balance sheet and comprehensive financial statement notes. According to the Company's filing, it consummated the sale of 34,500,000 Units in its IPO at $10.00 per Unit, generating $345,000,000 in gross proceeds, which includes the full exercise of the underwriters' 4,500,000 Unit over-allotment option. Simultaneously, the Company reported completing a private placement of 900,000 Placement Units at $10.00 per unit for $9,000,000 in aggregate, purchased by Cohen & Company Capital Markets (240,000 Units), JonesTrading Institutional Services LLC (60,000 Units), and Crane Harbor Sponsor II, LLC (600,000 Units). The Company states that $345,000,000 of the net proceeds were placed in a Trust Account managed by Continental Stock Transfer & Trust Company. Per the filing, the Company established a 24-month completion window to consummate an initial Business Combination. Management indicates that Public Shareholders hold redemption rights limited to an aggregate of 15% without prior consent. The underwriters have agreed to waive their rights to the $14,700,000 deferred underwriting commission if the Company fails to complete a Business Combination within the completion window. The Sponsor has agreed to waive liquidation rights for Founder Shares and Private Placement Shares in the event of a failure to close, and the Sponsor has also committed to indemnify the Trust Account if third-party claims reduce funds below the lesser of $10.00 per Public Share or the actual amount per share held in the Trust. The Company further notes an administrative support agreement requiring reimbursement to the Sponsor of $30,000 per month beginning December 15, 2025, which will cease upon business combination completion or liquidation. Why it matters: According to management and the filed balance sheet, the Trust Account holds $345,000,000 in cash as of December 17, 2025, establishing the baseline pool available for public shareholder redemptions or conversion into a post-combination entity. The Company's stated requirement that any initial Business Combination target possess a fair market value equal to at least 80% of net trust assets (excluding deferred fees and taxes) at definitive agreement signing sets a concrete acquisition floor. Working capital disclosures show $2,398,255 in cash, $20,000 in prepaid expenses, and a total shareholders' deficit of $(12,386,293), indicating reliance on transaction financing outside the Trust Account until a deal closes. Audit notes from WithumSmith+Brown, PC confirm the financial position presents fairly in conformity with GAAP. The Company discloses transaction costs of $21,286,543, broken down into $6,000,000 of cash underwriting fees, $14,700,000 of deferred underwriting fees, and $586,543 of other offering costs. Public Rights issued alongside the Units carry an assigned fair value of $6,900,000, or $0.20 per right, based on a traded unit price of $9.80, an expected term to de-SPAC of 2.00 years, a 30.0% probability of completion, and a 3.46% continuous risk-free rate. Sponsors and founding team members retain the option to provide uncommitted Working Capital Loans up to undefined amounts, which could convert into units at $10.00 per Unit. All activity prior to December 17, 2025, relates exclusively to formation and the IPO, with no operating revenues generated and no identified business targets.

What changed: Routine compliance exhibit: a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D, dated December 17, 2025, executed by Crane Harbor Sponsor II, LLC and William I. Fradin to coordinate SEC beneficial ownership reporting for CRAN Class A ordinary shares. No mechanical changes are disclosed. The text confirms nothing regarding the $10.19 trust per share, the 2027-12-17 deadline, or the SEARCHING status. It simply establishes mutual responsibility between the sponsor LLC and Mr. Fradin for filing the primary 13D report and amendments. Because this excerpt contains no share quantities, transaction prices, or acquisition timestamps, the filing itself alters neither the SPAC’s redemption calendar, trust account trajectory, nor combination timeline. As William I. Fradin, Manager of Crane Harbor Sponsor II, LLC, represents the parties’ eligibility to use Schedule 13D and accepts responsibility for the completeness and accuracy of information concerning themselves and the other party to the extent known. Why it matters: Administrative coordination at the sponsor level does not shift investor exposure or trigger redemption/extension mechanics. While a fresh 13D typically indicates a recent aggregation or acquisition of CRAN securities pushing past reporting thresholds, this agreement alone withholds the underlying figures, making it impossible to assess sponsor conviction, cost basis, or voting weight. Without additional disclosure, the document exerts zero pressure on the 2027-12-17 liquidation window or the $10.19 per-share trust baseline. Investors seeking data on deal progress, customer claims, revenue, market size, technology, partnerships, litigation, or personnel will find none; the filing contains only regulatory execution language.