Crown Reserve Acquisition Corp I-A美股招股说明书(2025-11-06版)

CrownReserve Acquisition Corp.I is a blank check company incorporated as aCaymanIslands exempted company for the purpose of effecting a merger,shareexchange,asset acquisition,share purchase,reorganization or similar businesscombinationwith one or more businesses or entities,which we refer to throughoutthisprospectus as our initial business combination.We have not selected anyspecific target business and we have not, nor has anyone on our behalf, initiated anysubstantivediscussions,directly or indirectly,with any target business regardingany initial business combination with our company. This is the initial public offering of our securities. Each unit has an offeringpriceof$10.00 and consists of one ClassAordinary share,one-half of oneredeemable warrant, and one right to receive one-fifth(1/5) of one Class A ordinaryshareupon the consummation of our initial business combination.Each whole warrantentitlesthe holder thereof to purchase one Class A ordinary share at a price of$11.50per share,subject to adjustment as described herein.Only whole warrants areexercisable.No fractional warrants will be issued upon separation of the units andonlywhole warrants will trade.The warrants will become exercisable 30 days afterthecompletion of our initial business combination,and will expire five years afterthecompletion of our initial business combination or earlier upon redemption or ourliquidation,as described herein.We refer to the rights included in the units asShareRights.No fractional shares will be issued in connection with the exchange ofShareRights.We have also granted the underwriters,Polaris Advisory Partners(“Polaris”),a division of Kingswood Capital Partners,a 45-day option to purchasefromthe date of this prospectus up to an additional 2,250,000 units to cover over-allotments, if any. Whetherthey vote for or against or abstain from voting on the proposedtransaction,or whether they were a public shareholder on the record date for theshareholdermeeting held to approve the proposed transaction,we will provide ourpublic shareholders with the opportunity to redeem all or a portion of their ClassAordinaryshares upon the completion of our initial business combination at a per-shareprice,payable in cash,equal to the aggregate amount then on deposit in thetrustaccount described below as of twobusinessdays prior to the consummation ofourinitial business combination,including interest not previously released to theCompany (which interest shall be net of Permitted Withdrawals), divided by the numberof then issued and outstanding ClassA ordinary shares that were sold as part of theunitsin this offering,which we refer to collectively as our public shares,subjectto the limitations described herein. Our amended and restated memorandum and articlesofassociation will provide that we may only complete a proposed transaction if ournettangible assets are at least$5,000,001 either immediately prior to or uponconsummationof our initial business combination.Consequently,if accepting allproperlysubmitted redemption requests would not allow us to satisfy this condition,wewould not proceed with such proposed transaction and may instead search for analternative business combination. Ifwe are unable to complete our initial business combination within 12 monthsfromthe closing of this offering(or 15 months from the closing of this offering ifwe have executed a business combination agreement for an initial business combinationwithin12 months from the closing of this offering;no redemption rights shall beofferedto our public shareholders in connection with any such extension from 12monthsto 15 months if we have executed a business combination agreement for aninitialbusiness combination within 12 months from the closing of this offering),orduringany Extension Period(as defined herein),we will redeem 100%of the publicsharesat a per-share price,payable in cash,equal to the aggregate amount then ondepositin the trust account,including interest earned on the funds held in thetrustaccount(net of Permitted Withdrawals and less up to$100,000 of interest topay dissolution expenses) divided by the number of then issued and outstanding publicshares,subject to applicable law and as further described herein.There is no limiton the number of extensions that we may seek; however, we do not expect to extend thetimeperiod to consummate our initial business combination beyond 36 months from theclosingof this offering and the Nasdaq will de-list our securities if our initialbusiness combination is not consummated within 36months. Under Cayman Islands law, avoteto grant an Extension Period must be approved by at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote (either in person or byproxy)at a general meeting of the Company.If we seek shareholder approval of ourinitial business combination and we do not conduct redemptions in connection with ourinitialbusiness combination pursuant to the tender offer rules,our amended and