Crane Harbor (CHAC) posts 2025 PFIC statement for QEF tax elections

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Crane Harbor Acquisition Corp. filed a current report stating it has made available to holders of its Class A ordinary shares a PFIC Annual Statement for fiscal year 2025. The company explains it may be treated as a passive foreign investment company for U.S. tax purposes and provides data to support a Qualified Electing Fund election.

The statement shows ordinary earnings of $0.0011219650 per share and no net capital gains, cash distributions, or property distributions for 2025. Shareholders are reminded that any QEF election is optional, must be made individually on IRS Form 8621, and may not be recognized for state tax purposes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 03/04/2026 - 04:14 PM

FAQ

What did Crane Harbor Acquisition Corp. (CHAC) disclose in this 8-K filing?

Crane Harbor Acquisition Corp. disclosed that it has made its 2025 PFIC Annual Statement available to holders of its Class A ordinary shares. The statement helps U.S. shareholders evaluate and support a potential Qualified Electing Fund (QEF) election for U.S. federal income tax purposes.

Why might Crane Harbor Acquisition Corp. (CHAC) be treated as a PFIC?

The company states it may be considered a passive foreign investment company (PFIC) for U.S. federal income tax purposes. PFIC status generally relates to the level of passive income and assets, and here prompts Crane Harbor to provide information so shareholders can decide whether to make a QEF election.

What earnings and distributions did CHAC report on its 2025 PFIC Annual Statement?

For fiscal year 2025, Crane Harbor Acquisition Corp. reported ordinary earnings of $0.0011219650 per share and no net capital gains. The PFIC Annual Statement also shows no cash distributions and no property distributed, which are key data points for completing IRS Form 8621.

What is the QEF election mentioned for Crane Harbor Acquisition Corp. (CHAC) shareholders?

The filing explains that shareholders may elect to treat Crane Harbor Acquisition Corp. as a Qualified Electing Fund (QEF) under Section 1295 of the Internal Revenue Code. This QEF election is optional, must be made by each shareholder, and the company cannot make it on their behalf.

What guidance does CHAC give shareholders about making a QEF election?

Crane Harbor Acquisition Corp. emphasizes that the PFIC rules are complex and advises shareholders to consult their personal tax advisors. It also notes that a QEF election may not be recognized for state income tax purposes in some states, so individual tax circumstances are important.

What identification details did Crane Harbor Acquisition Corp. provide with the PFIC statement?

The company provided its address at 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103, its taxpayer identification number 98-1830736, its country of incorporation as the Cayman Islands, and its date of incorporation as January 2, 2025 for use in IRS Form 8621.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 4, 2026

CRANE HARBOR ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42617		98-1830736
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1845 Walnut Street, Suite 1111

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 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))

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 March 4, 2026, Crane Harbor Acquisition Corp. made available to holders of its Class A ordinary shares its PFIC Annual Statement for fiscal year 2025, which is attached 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		PFIC Annual Statement – Class A
104		Cover Page Interactive Data File (embedded within the InLine XBRL document)

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: March 4, 2026	CRANE HARBOR ACQUISITION CORP.

	By:	/s/ Thomas C. Elliott
	Name:	Thomas C. Elliott
	Title:	Chief Financial Officer

Exhibit 99.1

Crane Harbor Acquisition Corp.

PFIC Annual Statement

Entity Name: Crane Harbor Acquisition Corp.

Crane Harbor Acquisition Corp. (the "Company") may be considered a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. The following information is provided to allow a shareholder of the Company (a "Shareholder") to make an election under Section 1295 of the Internal Revenue Code to treat the Company as a Qualified Electing Fund (“QEF Election”) for U.S. federal income tax purposes. The QEF Election is optional and can only be made by the Shareholder. The Company is unable to make this election on behalf of the Shareholder. Please note that a QEF Election may not be recognized for state income tax purposes in some states. The PFIC rules are complex. Please consult with your personal tax advisor to determine whether or not it is advisable for you to make a QEF Election with respect to your investment in the Company.

(1)	This PFIC Annual Information statement applies to the tax period of the Company:

Beginning

1/2/2025

Ending

12/31/2025

(2)

The Shareholder's per-unit, per-day information for the Company's taxable period specified in paragraph (1) is provided in the below chart. We recommend that all U.S. taxpayers consult a tax advisor concerning the overall tax consequences of their ownership in the Company and their U.S. tax reporting requirements.

Fund Name (and name of any underlying funds if applicable)		Ticker		Ordinary Earnings (US$)		Net Capital Gains (US$)
Crane Harbor Acquisition Corp.		CHAC		0.0011219650		NONE

(3)	The amount of cash and fair market value of other property distributed or deemed distributed by the Company to the Shareholder during the Company's taxable period specified in paragraph (1) is as follows:

Cash:		NONE
Fair Market Value of Property:		NONE

(4)

The Company will permit the Shareholder to inspect and copy the Company's permanent books of account, records, and such other documents as may be maintained by the Company that are necessary to establish that PFIC ordinary earnings and net capital gain, as provided in Section 1293(e) of the Internal Revenue Code, are computed in accordance with U.S. income tax principles, and to verify these amounts and the Shareholder’s pro rata share thereof.

		Crane Harbor Acquisition Corp.

Date:	March 4, 2026	By:	/s/ Thomas C. Elliott

		Title:	Chief Financial Officer

Additional Information

The following additional information is supplied to enable the Shareholder to complete IRS Form 8621:

(Please note: a Shareholder may have additional filing disclosures including, but not limited to, Forms 926, 5471, and/or 8938 as a result of the Shareholder's investment in the Company. Please consult your tax advisor.)

Address of the PFIC:		1845 Walnut Street, Suite 1111,
		Philadelphia, PA 19103
Taxpayer Identification Number:		98-1830736
Country of Incorporation:		Cayman Islands
Date of Incorporation:		1/2/2025

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PFIC ANNUAL STATEMENT - CLASS A 11.3 KB