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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): September 23, 2026
Crown Reserve Acquisition Corp. I
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42894 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
Conyers Trust Company (Cayman) Limited
PO Box 2681
Grand Cayman KY1-1111
Cayman Islands
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (813) 501-3533
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)) |
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, one-half of one redeemable warrant, and one right |
|
CRACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
CRAC |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
CRACW |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitles holder to receive 0.20 of one Class A ordinary share upon consummation of a Business Combination |
|
CRACR |
|
The Nasdaq 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
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.
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.
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.
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). |
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 |
|
|
