8-K
Crane Harbor Acquisition Corp. (CHACR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 14, 2025
CRANE HARBOR ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42617 | 98-1830736 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br>Identification Number) |
| 1845 Walnut Street, Suite 1111<br><br> <br>Philadelphia, PA | 19103 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 470-1493
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one share right | CHACU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | CHAC | The Nasdaq Stock Market LLC |
| Share Rights, each right entitling the holder to receive one tenth (1/10) of a Class A ordinary share | CHACR | The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On May 14, 2025, Crane Harbor Acquisition Corp. (the “Company”) announced that, commencing on May 19, 2025, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (the “Right”), may elect to separately trade the Class A Ordinary Shares and the Rights included in the Units. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “CHACU.” The Class A Ordinary Shares and the Rights will trade on the Nasdaq Global Market under the symbols “CHAC” and “CHACR,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Rights.
A press release announcing the separation of the Units has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated May 14, 2025 |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: May 15, 2025 | CRANE HARBOR ACQUISITION CORP. | |
|---|---|---|
| By: | /s/ Thomas C. Elliott | |
| Name: | Thomas C. Elliott | |
| Title: | Chief Financial Officer |
2
Exhibit 99.1
Crane Harbor Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Rights, Commencing May 19, 2025
PHILADELPHIA, PA, May 14, 2025 (GLOBE NEWSWIRE) -- Crane Harbor Acquisition Corp. (NASDAQ:CHACU) (the “Company”) announced today that, commencing May 19, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and rights included in the units. The Class A ordinary shares and rights that are separated will trade on the Nasdaq Global Market under the symbols “CHAC” and “CHACR,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “CHACU.”
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry or at any stage of its corporate evolution. The Company’s primary focus, however, will be to identify companies in the technology, real assets, and energy sectors. The Company’s management team is led by Jonathan Z. Cohen, its Chairman of the Board of Directors, Edward E. Cohen, Vice Chairman, William Fradin, Chief Executive Officer, Tom Elliott, Chief Financial Officer, and Jeffrey Brotman, Chief Legal Officer and Chief Operating Officer.
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact Information:
Crane Harbor Acquisition Corp.
craneharbor@hepcollc.com