Crown Reserve Acquisition Corp. I 8-K, filed Sep 28, 2026
Crown Reserve Acquisition Corp. I (CRAC)
About this 8-K
Crown Reserve Acquisition Corp. I filed this 8-K on September 28, 2026, reporting on events of September 23, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting 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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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
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If
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Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Business Combination Agreement
On September 23, 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 Second Amendment to Business Combination Agreement (the “Amendment”). The Amendment amends that certain Business Combination Agreement, dated as of March 30, 2026, by and among the Company, Merger Sub and Carvix, as amended by the First Amendment to Business Combination Agreement, dated as of August 26, 2026 (the “Business Combination Agreement”). Capitalized terms used but not defined in this Current Report on Form 8-K (the “Current Report”) have the meanings given to them in the Business Combination Agreement, as amended by the Amendment.
Pursuant to the Amendment, Section 9.01(b) of the Business Combination Agreement was amended and restated in its entirety to provide that either the Company or Carvix may terminate the Business Combination Agreement if the Effective Time shall not have occurred on or prior to the later of (i) February 10, 2027 and (ii) the date by which the Company is required, under the Pre-Domestication Organizational Documents (as the same may be amended from time to time with the approval of the Company’s shareholders), to consummate a Business Combination (such later date, the “Outside Date”); provided, however, that the Business Combination Agreement may not be terminated under Section 9.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement, or obligation contained therein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date. Prior to the Amendment, the Outside Date was September 30, 2026.
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, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands.
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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 for the year ended December 31, 2025. 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.
Forward-Looking Statements
This Current Report and exhibit attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed Business Combination and the parties thereto. The forward-looking statements contained in this Current Report are excluded from the safe harbor protection provided by the Private Securities Litigation Reform Act of 1995. The Company is a blank check company, and the statutory safe harbors for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act do not apply to statements made in connection with the Business Combination. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report. All statements contained in this Current Report other than statements of historical fact, including, without limitation, statements regarding the proposed Business Combination between the Company and Carvix; the anticipated benefits and timing of the proposed Business Combination; the Company’s and Carvix’s future financial performance; the ability of the Company and Carvix to execute their business strategies, their market opportunity and positioning; and other statements regarding management’s intentions, beliefs or expectations with respect to the proposed Business Combination, Carvix or the combined company, are forward-looking statements. When used in this Current Report, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements are based on various assumptions, whether or not identified in this Current Report, and on the current expectations of the Company’s and Carvix’s management and are not predictions of actual performance.
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These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company and Carvix. These forward-looking statements are subject to a number of risks and uncertainties, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed Business Combination; (2) the inability to complete the proposed Business Combination due to the failure to obtain approval of the Company’s shareholders or to satisfy other conditions to closing; (3) the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; (4) the risk that the proposed Business Combination disrupts current plans and operations of Carvix as a result of the announcement and consummation of the proposed Business Combination; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition and the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (6) the outcome of any legal proceedings that may be instituted against Carvix, the combined company or the Company following announcement of the Business Combination and transactions contemplated thereby; (7) the inability to obtain or maintain the listing of the common stock of the Company following the Domestication and the warrants of the Company following the Domestication on Nasdaq following the Business Combination; (8) the interests of the Company’s directors and officers, the Sponsor, and their affiliates that differ from, or conflict with, the interests of the Company’s shareholders, and the dilution that the Company’s shareholders may experience as a result of the issuance of such common stock, including potential Earnout Shares; (9) the amount of redemptions by the holders of Public Shares being greater than expected, which may reduce the cash in the Trust Account available to the combined company upon the consummation of the Business Combination; (10) the extensive regulatory requirements applicable to Carvix’s business, including dealer licensing obligations; (11) changes in applicable laws or regulations; (12) costs related to the proposed Business Combination; (13) any downturn or volatility in economic conditions; and (14) the risk that the Business Combination is not consummated on or prior to the Outside Date, including if the Company’s shareholders do not approve an extension of the date by which the Company is required to consummate a Business Combination under the Pre-Domestication Organizational Documents. The foregoing list of factors is not exhaustive. These forward-looking statements are not guarantees of future performance, and actual results may differ materially from those expressed or implied by these forward-looking statements. The Company and Carvix undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except to the extent required under applicable securities laws. You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Second Amendment to Business Combination Agreement, dated as of September 23, 2026, by and among Crown Reserve Acquisition Corp. I, CRAC Merger Sub Inc. and Carvix, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Crown Reserve Acquisition Corp. I | |||
| By: | /s/ Prashant Patel | ||
| Name: | Prashant Patel | ||
| Title: | Chief Executive Officer | ||
| Dated: September 25, 2026 | |||
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Exhibit 2.1
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT
Second Amendment to Business Combination Agreement (this “Amendment”), dated as of September 23, 2026, by and among Crown Reserve Acquisition Corp. I, a Cayman Islands exempted company (“SPAC”), CRAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of SPAC (“Merger Sub”), and Carvix, Inc., a Delaware corporation (the “Company,” and together with SPAC and Merger Sub, the “Parties”).
This Amendment is to amend that certain Business Combination Agreement, dated as of March 30, 2026 (as amended by that certain First Amendment to Business Combination Agreement dated as of August 26, 2026, the “Existing BCA”), by and among SPAC, Merger Sub, and the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Existing BCA.
RECITALS
WHEREAS, pursuant to Section 9.05 of the Existing BCA, the Existing BCA may be amended by an instrument in writing signed by each of the Parties; and
WHEREAS, the Parties desire to amend Section 9.01(b) of the Existing BCA to extend the Outside Date as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. AMENDMENT TO THE EXISTING BCA.
(a) Effective as of the date of this Amendment, Section 9.01(b) of the Existing BCA is hereby amended and restated in its entirety as follows:
“(b) by either SPAC or the Company if the Effective Time shall not have occurred on or prior to the later of (i) February 10, 2027 and (ii) the date by which SPAC is required, under the Pre-Domestication Organizational Documents (as the same may be amended from time to time with the approval of SPAC’s shareholders), to consummate a Business Combination (such later date, the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.01(b) by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date;”
2. GENERAL PROVISIONS.
(a) Each reference in the Existing BCA to “this Agreement,” “hereof,” “herein” and “hereunder” and words of similar import referring to the Existing BCA shall mean and be a reference to the Existing BCA as amended by this Amendment. Nothing herein shall be deemed to create new rights or obligations not expressly enumerated in this Amendment. Except as expressly amended hereby, each term and provision of the Existing BCA remains in full force and effect. In the event of a conflict between the terms of this Amendment and the terms of the Existing BCA, the terms of this Amendment shall control.
(b) This Amendment constitutes an amendment to the Existing BCA executed pursuant to Section 9.05 of the Existing BCA. This Amendment may not be amended except by an instrument in writing signed by each of the Parties.
(c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 10.06 of the Existing BCA.
(d) This Amendment may be executed in one or more counterparts, and by any of the parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by .pdf, .tif, .gif or similar attachment to electronic mail shall be as effective as delivery of a manually executed counterpart to this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first written above.
| CROWN RESERVE ACQUISITION CORP. I, | ||
| a Cayman Islands exempted company | ||
| By: | /s/ Prashant Patel | |
| Name: | Prashant Patel | |
| Title: | Chief Executive Officer | |
| CRAC MERGER SUB INC., | ||
| a Delaware corporation | ||
| By: | /s/ Prashant Patel | |
| Name: | Prashant Patel | |
| Title: | Chief Executive Officer | |
| CARVIX, INC., | ||
| a Delaware corporation | ||
| By: | /s/ Ramin Farahmand | |
| Name: | Ramin Farahmand | |
| Title: | Chief Executive Officer | |