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BCS

Current Report · Items 1.01, 9.01 · 8-K

Crown Reserve Acquisition Corp. I

CRACNASDAQEQUITYCurrent

Entry into a Material Definitive 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…

Filed Aug 26, 2026Accepted Aug 26, 2026, 4:37 PM EDTCIK 2070887Accession 0001213900-26-094001
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Company context

We are a blank check company incorporated on April 29, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

Current securities

Recent company filings

  1. 425 filingSep 28, 2026
  2. Entry into a Material Definitive AgreementSep 28, 2026
  3. 425 filingAug 26, 2026
  4. SCHEDULE 13G - filed by MIZUHO FINANCIAL GROUP INC regarding Crown Reserve Acquisition Corp. IAug 13, 2026
  5. 10-Q filingAug 12, 2026

Registered securities in this filing

Crown Reserve Acquisition Corp. I · 8-K · Filed 2026-08-26

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Units, each consisting of one Class A ordinary share, one-half of one redeemable warrant, and one right

Symbol
CRACU
Exchange
NASDAQ
Classification
UNIT
Status
Current
Filing context

Context: From2026-08-262026-08-26_custom_UnitsEachConsistingOfOneClassOrdinaryShareOnehalfOfOneRedeemableWarrantAndOneRightMember

Dimensions: us-gaap:StatementClassOfStockAxis

Class A ordinary shares, par value $0.0001 per share

Symbol
CRAC
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: From2026-08-262026-08-26_custom_ClassOrdinarySharesParValue0.0001PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

Symbol
CRACW
Exchange
NASDAQ
Classification
WARRANT
Status
Current
Filing context

Context: From2026-08-262026-08-26_custom_RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember

Dimensions: us-gaap:StatementClassOfStockAxis

Rights, each right entitles holder to receive 0.20 of one Class A ordinary share upon consummation of a Business Combination

Symbol
CRACR
Exchange
NASDAQ
Classification
RIGHT
Status
Current
Filing context

Context: From2026-08-262026-08-26_custom_RightsEachRightEntitlesHolderToReceive0.20OfOneClassOrdinaryShareUponConsummationOfBusinessCombinationMember

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000121390026094001 · 4 registered-security cover members

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.

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