Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
First Amendment to Business Combination Agreement
On August 26, 2026, Crown
Reserve Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), CRAC Merger Sub Inc., a Delaware corporation
and wholly owned subsidiary of the Company (“Merger Sub”), and Carvix, Inc., a Delaware corporation (“Carvix”),
entered into a First Amendment to Business Combination Agreement (the “Amendment”), which amends that certain Business Combination
Agreement, dated as of March 30, 2026, by and among the Company, Merger Sub and Carvix (the “Business Combination Agreement”).
Capitalized terms used but not defined in this Current Report have the meanings given to them in the Business Combination Agreement, as
amended by the Amendment.
Pursuant to the Amendment,
the parties amended and restated Section 5.04 of the Business Combination Agreement to conform it to the Company’s Fourth Amended
and Restated Memorandum and Articles of Association (the “Cayman Constitutional Documents”). The Amendment does not change
the voting rights of any holder of the Company’s securities. The Amendment revised the description of the shareholder votes required
to approve the proposals to be considered at the extraordinary general meeting to provide that:
each
of the business combination proposal, the Nasdaq proposal, the incentive plan proposal, each advisory organizational documents proposal
and the adjournment proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Company’s
Class A ordinary shares and Class B ordinary shares, voting together as a single class, who, being present in person or by proxy and
entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting;
each
of the domestication proposal and the organizational documents proposal requires a special resolution of the holders of the Company’s
Class B ordinary shares, being the affirmative vote of holders of not less than two-thirds of the Class B ordinary shares who, being
present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting; provided
that the holders of the Company’s Class A ordinary shares will have no right to vote on the domestication proposal or the organizational
documents proposal, in accordance with Article 49.2 of the Cayman Constitutional Documents; and
the
director election proposal requires an ordinary resolution of the holders of the Company’s Class B ordinary shares, being the affirmative
vote of a simple majority of the votes cast by the holders of the Class B ordinary shares who, being present in person or by proxy and
entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting; provided that the holders of the Company’s
Class A ordinary shares will have no right to vote on the director election proposal, in accordance with Article 31.1 of the Cayman Constitutional
Documents.
The Amendment further provides
that each advisory organizational documents proposal, which relates to material differences between the Cayman Constitutional Documents
and the proposed post-domestication organizational documents, is non-binding and advisory in nature, and that approval of the advisory
organizational documents proposals is not a condition to, or otherwise necessary for, the authorization or consummation of the transactions
contemplated by the Business Combination Agreement.
The Amendment also provides
that, notwithstanding Section 8.02(e) of the Business Combination Agreement and the corresponding descriptions of base salaries set forth
in Section 8.02(e) of the Carvix disclosure schedule to the Business Combination Agreement (the “Carvix Disclosure Schedule”),
the annualized base salaries provided for in the individual employment agreements to be entered into by the Company and each of the Carvix
executives identified on Annex A to the Amendment will be not less than the amounts set forth on such Annex A, and that any such employment
agreement that provides for annualized base salaries not less than the amounts set forth on such Annex A, and that is otherwise consistent
with the remaining terms set forth in Section 8.02(e) of the Carvix Disclosure Schedule, will be deemed consistent with, and will satisfy
the condition set forth in, Section 8.02(e) of the Business Combination Agreement, and that the annual bonus opportunity described in
such disclosure schedule will be calculated as the applicable percentage of the annualized base salary set forth on such Annex A. The
Amendment does not, and is not deemed to, amend or modify the Carvix Disclosure Schedule.
Except as expressly amended
by the Amendment, each term and provision of the Business Combination Agreement remains in full force and effect. In the event of a conflict
between the terms of the Amendment and the terms of the Business Combination Agreement, the terms of the Amendment will control.
The foregoing description
of the Amendment is not, and does not purport to be, complete, and is qualified in its entirety by reference to the copy of the Amendment
filed as Exhibit 2.1 hereto, and incorporated herein by reference.
Additional Information and Where to Find It
The proposed Business Combination
by and between the Company and Carvix will be submitted to the shareholders of the Company for their consideration. A Registration Statement
is expected to be filed with the SEC, which will include preliminary and definitive proxy statements to be distributed to the Company’s
shareholders in connection with the Company’s solicitation for proxies for the vote by the Company’s shareholders in connection
with the proposed Business Combination and other matters as described in the Registration Statement, as well as a prospectus relating
to the securities to be issued in connection with the completion of the proposed Business Combination. After the Registration Statement
has been filed and declared effective by the SEC, the Company will mail a definitive proxy statement and other relevant documents to its
shareholders as of the record date established for voting on the proposed Business Combination. The Company’s shareholders and other
interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once
available, the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve, among other things, the proposed Business Combination, because these documents
will contain important information about the Company, Carvix and the proposed Business Combination. This Current Report does not contain
all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the
basis for any investment decision or any other decision in respect of such matters. The Company and Carvix may also file other documents
with the SEC regarding the Business Combination. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus,
once available, as well as other documents filed with the SEC regarding the proposed Business Combination and other documents filed with
the SEC by the Company, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Crown Reserve Acquisition
Corp. I at Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
Participants in the Solicitation
The Company, Carvix and certain
of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be
participants in the solicitations of proxies from the Company’s shareholders in connection with the proposed Business Combination.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s shareholders
in connection with the proposed Business Combination will be set forth in the Company’s proxy statement/prospectus when it is filed
with the SEC. You can find more information about the Company’s directors and executive officers in the Company’s Annual Report
on Form 10-K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions.
You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report does not
constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination.
This Current Report also does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report is not, and
under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in
the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended (the “Securities Act”), or an exemption therefrom.