12/15/2025 | Press release | Distributed by Public on 12/15/2025 17:00
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Ordinary Shares | (3) | (3) | Class A Ordinary Shares | 11,500,000(4) | (3) | I | By Crane Harbor Sponsor II LLC(2) |
| Rights to Receive Class A Ordinary Shares | (5) | (5) | Class A Ordinary Shares | 40,000 | (5) | I | By Crane Harbor Sponsor II LLC(2) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Fradin William 1845 WALNUT STREET, SUITE 1111 PHILADELPHIA, PA 19103 |
X | X | Chief Executive Officer | |
| /s/ William Fradin, Manager | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These shares underlie 600,000 placement units of the issuer that Crane Harbor Sponsor II, LLC has irrevocably committed to purchase. Each placement unit consists of one Class A ordinary share and one right to receive one-fifteenth (1/15) of one Class A ordinary share. |
| (2) | These shares are held directly by the issuer's sponsor, Crane Harbor Sponsor II, LLC, which is managed by the reporting person. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose. |
| (3) | The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to certain adjustments described in the issuer's charter documents, and have no expiration date. |
| (4) | The Class B ordinary shares were acquired pursuant to a securities subscription agreement by and between Crane Harbor Sponsor II, LLC and the issuer, and includes up to 1,500,000 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option. |
| (5) | Represents the 600,000 rights included in the placement units purchased by Crane Harbor Sponsor II, LLC. Each right will automatically convert into one-fifteenth (1/15) of one Class A ordinary share upon consummation of the issuer's initial business combination, subject to certain adjustments described in the issuer's charter documents, and has no expiration date. No fractional Class A ordinary shares will be issued upon conversion of such rights. |