CRACR · Crown Reserve Acquisition Corp. I Rights

Crown Reserve Acquisition Corp. I announced a definitive business combination with Carvix, Inc., a Delaware corporation, via a Business Combination Agreement dated March 30, 2026. The transaction structures as a SPAC domestication from Cayman Islands to Delaware, immediately followed by a merger of wholly-owned Merger Sub into Carvix, with Carvix surviving as a wholly-owned subsidiary. This implies a $1 billion pre-money valuation for Carvix, as merger consideration totals 50,000,001 SPAC common shares allocated per a Company Allocation Schedule, plus significant earnout potential.

The earnout mechanism spans four fiscal years starting January 1, 2027, split equally between EBITDA and revenue components, each capped at 25,000,050 shares. Annual targets escalate from $10.38M EBITDA/$276.8M revenue in Year 1 to $21.84M/$436.88M in Years 3-4, featuring base opportunities, catch-up provisions, and true-up caps. Separately, the Sponsor can earn up to 1M shares annually (3M total) without reducing Carvix earnout. Post-closing governance includes a five-member board with four Carvix nominees (one independent approved by Sponsor) and one Sponsor nominee (independent approved by Carvix), with Carvix management continuing to lead.

Closing conditions are customary for SPAC deals: SPAC stockholder approval of required proposals, Carvix written consents, S-4 effectiveness, Nasdaq listing approval (including earnout shares), HSR clearance if applicable, Minimum Cash Amount of $10M post-redemptions/expenses, and net tangible assets compliance. Termination rights include mutual consent or outside date of September 30, 2026. Supporting agreements include SPAC Founders Stock Letter waiving anti-dilution rights and committing to vote in favor; Stockholder Support Agreement from key Carvix holders providing requisite approval; and Investor Rights Agreement for governance/registration rights. The deal advances SPAC's business combination objective while providing Carvix public market access with performance-aligned upside.