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PFIC status update for Crane Harbor Acquisition (NASDAQ: CRAN)

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Crane Harbor Acquisition Corp. II filed a Form 8-K to inform holders of its Class A ordinary shares that its PFIC Annual Statement for fiscal year 2025 is available as Exhibit 99.1. The company notes it may be treated as a passive foreign investment company for U.S. tax purposes.

The PFIC statement supports an optional Qualified Electing Fund, or QEF Election$0.0010103085 and no net capital gains, cash distributions, or property distributions.

Positive

  • None.

Negative

  • None.
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.
Understanding 8-K Material Events →
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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. II

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-43018   98-1868608
(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   CRANU   The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share   CRAN   The Nasdaq Stock Market LLC
Share Rights, each right entitling the holder to receive one fifteenth (1/15) of a Class A ordinary share    CRANR   The Nasdaq Stock Market LLC

 

 

 

 

 

 

Item 8.01. Other Events.

 

On March 4, 2026, Crane Harbor Acquisition Corp. II 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)

 

1

 

 

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

 

2

 

Exhibit 99.1

 

Crane Harbor Acquisition Corp. II

PFIC Annual Statement

 

Entity Name: Crane Harbor Acquisition Corp. II

 

Crane Harbor Acquisition Corp. II (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       6/19/2025 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. II   CRAN   0.0010103085   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. II
         
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: 98-1868608
Country of Incorporation: Cayman Islands
Date of Incorporation: 6/19/2025

Source: View Original Filing on SEC EDGAR

FAQ

What did Crane Harbor Acquisition Corp. II (CRAN) disclose in this Form 8-K?

Crane Harbor Acquisition Corp. II disclosed that its PFIC Annual Statement for fiscal year 2025 is available to Class A shareholders. The filing attaches the statement as Exhibit 99.1, providing tax information needed for certain U.S. shareholders considering a Qualified Electing Fund (QEF) election.

What is the PFIC status of Crane Harbor Acquisition Corp. II (CRAN)?

The company states it may be considered a passive foreign investment company (PFIC) for U.S. federal income tax purposes. This designation affects how U.S. shareholders are taxed and enables them to consider a QEF election using the information in the PFIC Annual Statement.

What income amounts are reported in CRAN’s 2025 PFIC Annual Statement?

The PFIC Annual Statement for 2025 reports ordinary earnings of $0.0010103085 and no net capital gains. It also shows no cash distributions and no property distributed, giving U.S. shareholders specific figures for completing IRS Form 8621 related to their holdings.

What is the QEF election mentioned for Crane Harbor Acquisition Corp. II (CRAN)?

The QEF election lets a U.S. shareholder elect to treat Crane Harbor Acquisition Corp. II as a Qualified Electing Fund for tax purposes. The election is optional, must be made by each shareholder individually, and relies on data in the company’s 2025 PFIC Annual Statement.

What additional tax information does CRAN provide for PFIC reporting?

Crane Harbor Acquisition Corp. II provides its address, taxpayer identification number, country of incorporation, and date of incorporation. This information helps shareholders complete IRS Form 8621 when applying PFIC rules or making a QEF election related to their investment in the company.

Which CRAN securities are referenced, and where are they listed?

The filing lists units, Class A ordinary shares, and share rights for Crane Harbor Acquisition Corp. II. These trade on The Nasdaq Stock Market under symbols CRANU for units, CRAN for Class A ordinary shares, and CRANR for share rights, respectively.

Filing Exhibits & Attachments

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