Crown Reserve Acquisition Corp. I 8-K

What Happened
Crown Reserve Acquisition Corp. I (the SPAC) on March 30, 2026 entered into a Business Combination Agreement with its subsidiary CRAC Merger Sub Inc. and Carvix, Inc. The deal contemplates the SPAC domesticating to Delaware, Merger Sub merging into Carvix (with Carvix surviving as a wholly owned subsidiary of the domesticated company), and Carvix’s management continuing to lead the combined business. At the Effective Time, Carvix stockholders will receive an aggregate 50,000,001 shares of the SPAC’s common stock and may earn up to an additional 50,000,100 “Company Earnout Shares” over a four-year earnout tied to annual EBITDA and revenue targets beginning in fiscal 2027. The agreement is subject to customary closing conditions including SPAC and Carvix stockholder approvals, SEC effectiveness of an S-4, Nasdaq listing approval, antitrust clearance (if required) and the SPAC having at least the required minimum cash at closing. The parties set an outside date of September 30, 2026 to close.

Key Details

• Agreement date: March 30, 2026; Outside Date to close: September 30, 2026.
• Initial consideration: aggregate 50,000,001 shares at closing; contingent earnout up to 50,000,100 shares over four years.
• Earnout metrics: two components (EBITDA and revenue) with annual EBITDA targets of $10.38M, $14.95M, $21.84M, $21.84M and revenue targets of $276.8M, $351.71M, $436.88M, $436.88M for each Payment Year (starting 2027).
• Sponsor incentives: Sponsor may earn up to 1,000,000 shares per year in Payment Years 1–3 (up to 3,000,000 Sponsor Earnout Shares) separate from Company Earnout Shares; SPAC founder shares convert one-for-one and Sponsor waived anti-dilution/conversion adjustments per the Founders Stock Letter.
• Governance: post-closing board of five directors (four nominated by Carvix, one by the Sponsor) with two independent directors mutually agreed; Investor Rights Agreement and Stockholder Support Agreement were executed concurrently.

Why It Matters
This filing signals that the SPAC is moving to combine with an operating company (Carvix), converting from a blank‑check vehicle to an operating public company if the deal closes. The large potential issuance of earnout and sponsor shares could materially affect the post‑closing share count and dilution profile, and closing depends on multiple approvals (including SEC S‑4 effectiveness and Nasdaq listing), so timing and final terms remain subject to conditions. Investors should watch upcoming proxy and S‑4 disclosures for more on the combined company’s valuation, capitalization, audited financials and the shareholder vote schedule.