Sec Form 13D Filing - Crane Harbor Sponsor, LLC filing for - 2025-05-02

The address of the principal business and principal office of each of Sponsor and Mr. Fradin is c/o HEPCO Capital Management, 1845 Walnut Street, Suite 1111, Philadelphia, PA 19103.

Sponsor's principal business is to act as the Issuer's sponsor and holder of all Class B Shares. The principal occupation of Mr. Fradin is to serve as an officer of the Issuer and HEPCO Capital Management.

None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Sponsor is a Delaware limited liability company. Mr. Fradin is a citizen of the United States.

The aggregate purchase price for the ordinary shares currently beneficially owned by the Reporting Persons was $4,225,000. The source of these funds was the capital of Sponsor.

On January 2, 2025, Sponsor paid $25,000 to cover certain of the Issuer offering costs in exchange for 6,708,333 Class B Shares. In March 2025, the Issuer effected a share capitalization pursuant to which it issued an additional 958,334 Class B Shares. In April 2025, as a result of the partial exercise of the underwriters' over-allotment option related to the IPO, Sponsor forfeited 333,334 Class B Shares, resulting in an aggregate of 7,333,333 Class B Shares outstanding. In April 2025, simultaneously with the consummation of the IPO, Sponsor purchased 420,000 units ("Placement Units") of the Issuer at $10.00 per Placement Unit, pursuant to a Private Placement Units Purchase Agreement dated April 24, 2025, by and between the Issuer and Sponsor (the "Purchase Agreement"), as more fully described in Item 6 of this Schedule 13D, which information is incorporated herein by reference. Each Placement Unit consists of one Class A Share and one right to receive one tenth (1/10) of a Class A Share upon the consummation of an initial business combination. The ordinary shares and units owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Issuer's securities from time to time, however, all of such shares are subject to lock-up restrictions as further described in Item 6 below. Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) and (c) through (j) of Item 4 of Schedule 13D. With respect to paragraph (b) of Item 4, the Issuer is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, Sponsor and Mr. Fradin have agreed (A) to vote their shares in favor of any proposed business combination and (B) not to redeem any shares in connection with a shareholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

Sponsor a) Amount beneficially owned: 7,753,333 Percentage: 25.87% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,753,333 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,753,333 William I. Fradin a) Amount beneficially owned: 7,753,333 Percentage: 25.87% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,753,333 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,753,333 Sponsor is controlled by its Managing Member, William I. Fradin. Mr. Fradin may be deemed to have beneficial ownership of securities reported herein, however, he disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Sponsor a) Amount beneficially owned: 7,753,333 Percentage: 25.87% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,753,333 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,753,333 William I. Fradin a) Amount beneficially owned: 7,753,333 Percentage: 25.87% b) Number of shares to which the Reporting Person has: i. Sole power to vote or to direct the vote: 0 ii. Shared power to vote or to direct the vote: 7,753,333 iii. Sole power to dispose or to direct the disposition of: 0 iv. Shared power to dispose or to direct the disposition of: 7,753,333 Sponsor is controlled by its Managing Member, William I. Fradin. Mr. Fradin may be deemed to have beneficial ownership of securities reported herein, however, he disclaims any ownership of securities reported herein other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Neither of the Reporting Persons has effected any transactions of ordinary shares during the 60 days preceding the date of this report, except as described in Item 4 and Item 6 of this Schedule 13D which information is incorporated herein by reference.

Not applicable.

Not applicable.

Private Placement Units Purchase Agreement between the Issuer and Sponsor In April 2025, simultaneously with the consummation of the IPO, Sponsor purchased 420,000 Placement Units pursuant to the Purchase Agreement. The Placement Units and the securities underlying such Placement Units are subject to a lock up provision in the Purchase Agreement, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer's initial business combination, subject to certain limited exceptions as described in the Insider Letter. The description of the Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2025 (and is incorporated by reference herein as Exhibit 10.1). Insider Letter In April 2025, in connection with the IPO, the Issuer, Sponsor and Mr. Fradin, and certain other parties thereto, entered into a letter agreement (the "Insider Letter"). Pursuant to the Insider Letter, the parties agreed to waive: (i) their redemption rights with respect to their Class B Shares and public shares in connection with the completion of the initial business combination, (ii) their redemption rights with respect to any Class B Shares and public shares held by them in connection with a shareholder vote to amend the Issuer's charter (A) to modify the substance or timing of Issuer's obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; and (iii) their rights to liquidating distributions from the Issuer's trust account with respect to Class B Shares if the Issuer fails to complete its initial business combination within 24 months from the closing of the IPO (although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if the Issuer fails to complete its initial business combination within the prescribed time frame). Sponsor also agreed that in the event of the liquidation of the Trust Account of the Issuer (as defined in the Insider Letter), it will indemnify and hold harmless the Issuer against any and all loss, liability, claims, damage and expense whatsoever which the Issuer may become subject to as a result of any claim by any vendor or other person who is owed money by the Issuer for services rendered or products sold to or contracted for the Issuer, or by any target business with which the Issuer has discussed entering into a transaction agreement, but only to the exten t necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount of funds in the Trust Account; provided that such indemnity shall not apply if such vendor or prospective target business executes an agreement waiving any claims against the Trust Account. The description of the Insider Letter is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2025 (and is incorporated by reference herein as Exhibit 10.2). Registration Rights Agreement In April 2025, in connection with the IPO, the Issuer, Sponsor and certain other parties entered into a registration rights agreement pursuant to which certain demand and "piggyback" registration rights were granted, which will be subject to customary conditions and limitations, including the right of the underwriters of an offering to limit the number of shares offered. The summary of such registration rights agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on April 29, 2025 (and is incorporated by reference herein as Exhibit 10.3).

Exhibit 10.1 Private Placement Units Purchase Agreement, dated April 24, 2025, between the Issuer and Crane Harbor Sponsor, LLC (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-42617) filed with the SEC on April 29, 2025). Exhibit 10.2 Letter Agreement, dated April 24, 2025, by and among the Issuer, its officers and directors and Crane Harbor Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-42617) filed with the SEC on April 29, 2025). Exhibit 10.3 Registration Rights Agreement, dated April 24, 2025, between the Issuer, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, JonesTrading Institutional Services LLC and Crane Harbor Sponsor, LLC (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-42617) filed with the SEC on April 29, 2025). Exhibit 99.1 Joint Filing Agreement, dated May 2, 2025, by and among the Reporting Persons.