Crane Harbor Acquisition Corp

Overview

Crane Harbor Acquisition Corp is a Cayman Islands exempted company organized as a special purpose acquisition company (SPAC) formed to effect one or more initial business combinations (merger, share exchange, asset acquisition, etc.). The company’s primary focus is on opportunities in technology, real assets, and energy, with emphasis on transformative technologies that advance global connectivity, sustainability, and infrastructure development. Management and the sponsor have SPAC execution experience, including prior transactions in the SPAC space.

Recent milestones and pre-combination setup

• IPO completed: April 28, 2025.
• Public units offered: 22,000,000 units at $10.00 per unit.
• Private placement concurrent with the IPO: 640,000 private placement units issued.
• Gross proceeds from the offering and placement: $226,400,000.
• On November 3, 2025, entered into a Business Combination Agreement with Xanadu Quantum Technologies Inc. (Target) and Xanadu Quantum Technologies Limited (planned PubCo). If consummated, the surviving public company (PubCo) would list on Nasdaq.
• Pre-business combination office: 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103 (space provided by an affiliate of the sponsor at $20,000 per month).

Financial position and liquidity (as of December 31, 2025)

• Deferred underwriting commissions: $8,800,000.
• Trust account funding at closing: $220,000,000 (invested in U.S. government securities with short maturities or money market funds meeting Rule 2a-7).
• Net funds available in the trust for a business combination: $211,200,000 (after deferred underwriting commissions).
• Non-trust working capital: $267,719.
• Intended use of funds: finance the initial business combination and related activities; the company may raise additional private financing or structure other financing to meet closing conditions if needed.

Capital structure (key elements)

• Public securities: 22,000,000 Class A ordinary shares (represented by 22,000,000 public units at IPO; post-conversion or restructuring may occur in connection with the business combination).
• Founders: 7,333,333 founder shares outstanding (convertible one-for-one into Class A ordinary shares at consummation of the initial business combination, subject to charter and agreement adjustments).
• Sponsor: Crane Harbor Sponsor, LLC (Delaware LLC); William I. Fradin is the managing member.
• Founders and sponsor hold approximately 25.9% of the outstanding ordinary shares (assuming no aftermarket purchases).
• Private placement units: 640,000 total, including allocations to the sponsor’s affiliate (420,000) and other participants. Private placement units are intended to be identical to public units.

Management, sponsors, and governance

• Key officers:
  • William I. Fradin — Chief Executive Officer and Special Advisor (managing member of the sponsor; exercises voting and investment discretion for sponsor-held securities).
  • Tom Elliott — Chief Financial Officer.
  • Jeff Brotman — Chief Operating Officer and Chief Legal Officer.
• Chairman of the Board: Jonathan Z. Cohen.
• The sponsor and certain officers/directors hold significant influence prior to completion of a business combination, including voting in favor of proposed transactions and lock-up arrangements.
• The company qualifies as an “emerging growth company” and a “smaller reporting company” under U.S. securities laws.

Target and potential transaction

• Target: Xanadu Quantum Technologies Inc., with a planned post-transaction Ontario corporation, Xanadu Quantum Technologies Limited (PubCo).
• Planned post-transaction structure: PubCo would be the surviving public company and list on Nasdaq; the company and the Target would become direct subsidiaries of PubCo.
• The transaction contemplates a continuation from the Cayman Islands to Ontario, with the company’s and the target’s shares exchanged for PubCo securities.
• The transaction would require customary governance, regulatory, and stock exchange approvals and may involve equity consideration to sellers and related financing arrangements.

Strategy

• Core strategy: identify, acquire, and, after the initial business combination, build a company aligned with management’s experience and the sponsor’s network; provide strategic guidance, capital, and access to public markets to accelerate growth.
• Approach: a partnership-driven model with target management and use of the sponsor’s institutional and private equity relationships to source opportunities.
• Primary industries of interest: technology, real assets, and energy, with focus on high-growth sectors and scalable technologies.
• The company may pursue transactions with affiliates or non-affiliates; independent valuation opinions may be obtained for affiliated transactions.

Risks and limitations

• Redemptions by public shareholders could reduce available funds and affect the ability to fund a transaction closing.
• The sponsor’s significant equity stake and related rights could influence board composition and decision-making prior to a business combination.
• The company may be required to raise additional funds or incur debt to complete larger or more complex transactions, which could dilute or otherwise affect public shareholders.
• If a business combination is not completed by the applicable deadline, trust assets would be liquidated and distributed to public shareholders in accordance with the charter and applicable law.

Timing

• Completion deadline under the charter: April 28, 2027, with potential extensions up to 36 months from the IPO closing if approved by special resolutions and other conditions.

Bottom line

Crane Harbor Acquisition Corp is a Cayman Islands-based SPAC formed to identify and complete an initial business combination focused on technology, real assets, and energy. The company raised approximately $226.4 million gross at IPO (about $211.2 million available in the trust for a business combination after deferred underwriting commissions), maintains working capital outside the trust, employs key officers pre-combination, and is pursuing a proposed transaction with Xanadu Quantum Technologies that, if completed, would result in an Ontario PubCo listed on Nasdaq.