Crown Reserve Acquisition Corp. I

S-11 ea0242759-01.htm REGISTRATION STATEMENT

As filed with U.S. Securities and Exchange Commission on May 30, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

Conyers Trust Company (Cayman) Limited

Cricket Square, Hutchins Drive,

PO Box 2681

Grand Cayman KY1-1111,

Cayman Islands

Tel: (813) 501-3533

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Prashant Patel

Chief Executive Officer

1202 Merry Water Dr

Lutz, Florida FL 33548

Tel: (727) 692-8610

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$150,000,000

15,000,000 Units

Crown Reserve Acquisition Corp. I is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific target business and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding any initial business combination with our company.

This is the initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one right to receive one-seventh (1/7) of one Class A ordinary share upon the consummation of our initial business combination. We refer to the rights included in the units as Share Rights. We have also granted the underwriters a 45-day option to purchase from the date of this prospectus up to an additional 2,250,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest not previously released to the Company (which interest shall be net of Permitted Withdrawals) and minus any and all costs, fees and expenses, liabilities and contingent liabilities payable by the Company to its legal advisors and auditor, divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or during any Extension Period (as defined below), we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company (less any and all costs, fees and expenses, liabilities and contingent liabilities payable by the Company to its legal advisors and audiors and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals) divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein.

On May 12, 2025, our sponsor, Crown Acquisition Sponsor LLC, a Delaware limited liability company, paid $25,000 to cover certain offering costs in exchange for 4,312,500 Class B ordinary shares, which we also refer to as founder shares throughout this prospectus. Up to 562,500 founder shares are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ over-allotment option is exercised. If none of the founder shares are forfeited, the resulting purchase price would be approximately $0.006 per share. Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (excluding any shares underlying any units our initial shareholders may purchase in this offering, the ordinary shares underlying the private placement units, and the ordinary shares underlying the SAP units). If we increase or decrease the size of the offering, we will effect a capitalization or share surrender or redemption or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders prior to this offering at 20% of our issued and outstanding ordinary shares (excluding any shares underlying any units our initial shareholders may purchase in this offering, the ordinary shares underlying the private placement units, and the ordinary shares underlying the SAP units) upon the consummation of this offering. The founder shares, private placement units, and SAP units will be worthless if we do not complete an initial business combination.

In addition, our sponsor has committed to purchase an aggregate of 261,000 private placement units (or 300,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit ($2,610,000 in the aggregate, or $3,000,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Each private placement unit is exercisable for one Class A ordinary share and one Share Right, subject to adjustment as provided herein. [ ] institutional investors who are members of the sponsor (none of which is affiliated with any member of our management, any other member of our sponsor, or any other investor), which we refer to as the “non-managing sponsor investors” through this prospectus, have expressed an interest to indirectly purchase, through the purchase of non-managing sponsor membership interests, an aggregate of 195,750 or 225,000

of the 261,000 or 300,000 private placement units, respectively, being purchased by our sponsor at a price of $10.00 per unit ($1,957,500 or $2,250,00 in the aggregate) in the private placement. Subject to each non-managing sponsor investor purchasing, through the sponsor, the private placement units allocated to it in connection with the closing of this offering, the sponsor will issue membership interests to the non-managing sponsor investors reflecting interests in an aggregate of 2,718,750 (or up to 3,312,500 founder shares if the underwriters’ over-allotment is exercised in full) held by the sponsor. The terms of the private placement units are identical to those of the units sold in this offering, except as described in below in “Description of Securities — Units — Private Placement Units.”

None of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase fewer units in this offering, or none at all. Depending on how many public shares are purchased by the non-managing sponsor investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. We do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability to meet Nasdaq, listing eligibility requirements. In addition, the underwriters have full discretion to allocate the units to investors and may determine to sell fewer units to the non-managing sponsor investors, or none at all, and the purchase of the non-managing sponsor membership interests is not contingent upon the participation in this offering or vice versa. The underwriters will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as it will on the other units sold to the public in this offering. In addition, none of the non-managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the non-managing sponsor investors will be incentivized to vote their public shares in favor of a business combination due to their indirect ownership through the sponsor of founder shares and Class A ordinary shares and private placement rights issued as part of the private placement units.

The founder shares are identical to the ordinary shares included in the units being sold in this offering except that (i) only the holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination, (ii) the founder shares are subject to certain transfer restrictions, (iii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect their founder shares held by them, and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination and (B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering or during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame) and (iv) the founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and articles of association. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, up to $5,000,000 of such loans may be converted into private placement units at a price of $10.00 per unit, at the option of the lender. Such units would be identical to the private placement units. A portion of the offering expenses have been paid from the proceeds of loans from our sponsor of up to $5,000,000 as described in this prospectus. As of May 15, 2025, we had borrowed $110,000 under the promissory note with our sponsor. These loans will be repaid upon completion of this offering out of the $580,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held in the trust account. See “Summary — Sponsor Information” and “Proposed Business — Sponsor Information” for further discussion on our sponsor’s and our affiliates’ shares and compensation.

Our initial stockholders, which include our sponsor, own an aggregate of 4,312,500 Class B ordinary shares, up to 562,500 of which will be surrendered to us for no consideration after the closing of this offering depending on the extent to which the underwriters’ over-allotment option is exercised, which will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to the adjustments described herein. Prior to our initial business combination, only holders of Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote of our shareholders, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

As more fully discussed in“Management — Conflicts of Interest,” certain of our directors and officers have fiduciary or contractual duties to certain other companies in which they have invested or advised. These entities may compete with us for acquisition opportunities. Our sponsor is the beneficial owner of the founder shares and will be the beneficial owner of the private placement units following this offering, and members of our management team will indirectly own such securities. Because of such ownership and interests, our sponsor, and any of our officers and directors who have an ownership interest in the sponsor, may have actual or potential conflicts of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as compared to purchasers in this offering. See the sections titled“Summary — Conflicts of Interest,” “Proposed Business — Initial Business Combination” and “Management — Conflict of Interest” for more information. The low price that our sponsor paid for the founder shares creates an incentive whereby our sponsor could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we fail to consummate an initial business combination, however, the founder shares and private placement units will be worthless, although in contrast our public shareholders will receive a pro rata distribution of the aggregate amount then on deposit in the trust account, less taxes and legal expenses. The low price that our sponsor paid for the founder shares creates an incentive whereby our sponsor could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within the required time period described in this prospectus, the founder shares and private placement units may be worthless, except to the extent the holders thereof receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor and our executive officers and directors who have an ownership interest in the sponsor to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, upon the listing of our securities on the Nasdaq, we will reimburse our sponsor for office space, secretarial and administrative services provided to members of our management team, in the amount of $10,000 per month.

Prior to this offering, there has been no public market for our units, Class A ordinary shares or Share Rights. We have applied to list our units on Nasdaq, under the symbol “CRAC” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the Nasdaq. We expect that the Class A ordinary shares and Share Rights comprising the units to begin separate trading on the 52 nd day following the date of this prospectus unless SPAC Advisory Partners (“SAP”), a division of Kingswood Capital Partners informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and Share Rights will be listed on the Nasdaq under the symbols “CRACU” and “CRACR,” respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 40 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being made or may be made to the public in the Cayman Islands to subscribe for any of our securities.

(1) Excludes certain fees and expenses payable to the underwriters in connection with this offering. A description of compensation and other items of value payable to the underwriters is set out herein in “Underwriting.”

(2) In addition, the Company will issue 375,000 units (or up to 431,250 units if the underwriters’ over-allotment option is exercised in full) to SAP upon the consummation of this initial public offering as part of the underwriting compensation in connection with this offering (“SAP units”). The SAP units are identical to the units sold in this offering other than restrictions on transfer set out herein in “DESCRIPTION OF SECURITIES — Units — SAP Units”.

(3) In addition, upon the consummation of the initial business combination, the Company will pay SAP a deferred underwriting commission in an amount of $300,000.

Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $150,000,000 or $172,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account located in the United States with Morgan Stanley acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released from the trust account until the earliest to occur of: (i) our completion of an initial business combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or during any Extension Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or during any Extension Period, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will experience dilution. Upon the closing of this offering, and assuming no value is ascribed to the Share Rights included in the units, you and the other public shareholders will incur an immediate and substantial dilution of approximately 22.6% (or $2.26 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $7.74 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued or deemed issued in connection with our initial business combination would be disproportionately dilutive to our Class A ordinary shares. This dilution would be exacerbated to the extent other public stockholders seek redemptions from the trust. See“Risk Factors — Risks Relating to our Securities — Our sponsor paid an aggregate of $25,000, or approximately $0.006 per founder share, and, accordingly, you will experience immediate and substantial dilution upon the purchase of our Class A ordinary shares.”

The following table illustrates the difference between the public offering price per Class A ordinary share and our net tangible book value per Class A ordinary share (“NTBV”), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels. See“Dilution” for more information.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [_______], 2025.

Sole Book-Running Manager

SPAC Advisory Partners

a division of Kingswood Capital Partners LLC

, 2025