Crane Harbor Acquisition Corp. II

12/15/2025 | Press release | Distributed by Public on 12/15/2025 17:00

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Fradin William
2. Date of Event Requiring Statement (Month/Day/Year)
12/15/2025
3. Issuer Name and Ticker or Trading Symbol
Crane Harbor Acquisition Corp. II [CRAN]
(Last) (First) (Middle)
1845 WALNUT STREET, SUITE 1111
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
PHILADELPHIA, PA 19103
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Ordinary Shares 600,000(1) I By Crane Harbor Sponsor II LLC(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fradin William
1845 WALNUT STREET, SUITE 1111
PHILADELPHIA, PA 19103
X X Chief Executive Officer

Signatures

/s/ William Fradin, Manager 12/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Crane Harbor Acquisition Corp. II published this content on December 15, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 15, 2025 at 23:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]