Crane Harbor Acquisition Corp II-A美股招股说明书(2025-12-16版)

Crane Harbor Acquisition Corp. II30,000,000Units Crane Harbor Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exemptedcompany and incorporated for the purpose of effecting a merger, amalgamation, share exchange, assetacquisition, share purchase, reorganization or similar business combination with one or more businesses, whichwe refer to throughout this prospectus as our initial business combination. We have not selected any businesscombination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directlyor indirectly, with any business combination target. We may pursue an initial business combination in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one right to receive one fifteenth (1/15) of a ClassA ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as Share Rights. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 4,500,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatare sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of twobusinessdays prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to pay taxes, as described elsewhere in this prospectus (“permitted withdrawals”)), dividedby the number of then-outstanding public shares, subject to the limitations and on the conditions describedherein.See “Summary—The Offering—Redemption rights for public shareholders upon completion of ourinitial business combination” and “Summary—The Offering—Redemption of public shares anddistribution and liquidation if no initial business combination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”)), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more of theshares sold in this offering if we hold shareholder vote” for further discussion on certain limitations onredemption rights. In addition, our sponsor, Crane Harbor Sponsor II, LLC, and the underwriters have committed to purchase anaggregate of 900,000 private placement units, each private placement unit consisting of one Class A ordinaryshare and one Share Right to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation ofan initial business combination, as described in more detail in this prospectus, at a price of $10.00 per unit, or$9,000,000 in the aggregate, in a private placement that will close simultaneously with the closing of thisoffering, which we refer to collectively as the “private placement units.” Of those 900,000 private placementunits, our sponsor has agreed to purchase 600,000 private placement units and the underwriters have agreed topurchase 300,000 private placement units. Certain institutional investors (which are not affiliated with anymember of our management), which we refer to as the “non-managing sponsor investors” throughout thisprospectus, have expressed an interest to indirectly purchase, through the purchase of non-managing sponsormembership interests, 402,500 of the private placement units at a price of $10.00 per unit ($4,025,000 in theaggregate) in a private placement that will close simultaneously with the closing of this offering. Subject to thenon-managing sponsor investors purchasing, through the sponsor, Table of Contents the private placement units allocated to them si