Crown Reserve Acquisition Corp. I (NASDAQ:CRAC, CRACU, CRACW, CRACR))) ("Crown Reserve" or "SPAC"), a special purpose acquisition company, and Carvix, Inc. ("Carvix" or the "Company"), a technology-driven automotive platform focused on acquiring, integrating, and scaling automotive-related businesses, today announced that they have entered into a definitive Business Combination Agreement (the "BCA"), pursuant to which a wholly owned subsidiary of Crown Reserve will merge with and into Carvix, with Carvix surviving as a wholly owned operating subsidiary of Crown Reserve (the "Business Combination"). Prior to closing, Crown Reserve will domesticate from the Cayman Islands to Delaware and continue as the publicly traded parent company. The combined company's shares are expected to trade on the Nasdaq Stock Market.

Transaction Highlights

  • Implied Valuation of $1.0 Billion: The transaction values Carvix at an implied enterprise value of $1.0 billion, including earnout consideration, with existing Carvix stockholders receiving Crown Reserve common stock in an all-stock transaction based on a $10.00 per share reference value.
  • Financing: Crown Reserve has agreed to use reasonable best efforts to raise a minimum of $80.0 million in PIPE financing and a committed equity line of credit of no less than $20.0 million. The transaction requires a minimum of $10.0 million in cash at closing after redemptions, deferred underwriting fees, repayment of indebtedness and transaction expenses.
  • Earnout Consideration: Certain Carvix stockholders will be eligible to receive up to 50,000,100 additional shares of Crown Reserve common stock over a four-year earnout period beginning January 1, 2027, tied to annual revenue and EBITDA targets. The earnout is split equally between a revenue component (up to 25,000,050 shares) and an EBITDA component (up to 25,000,050 shares), with catch-up and true-up mechanics for each year of the earnout period. The Sponsor will also be eligible to receive up to 3,000,000 additional shares (1,000,000 shares in each of the first three years of the earnout period) subject to the same milestones.
  • Governance: The post-closing board of directors will consist of five members: four nominated by Carvix (including one independent director approved by the Sponsor) and one nominated by Crown Reserve's Sponsor (who will be an independent director approved by Carvix). The two independent directors will be mutually agreed upon by the parties. Carvix's existing management team will continue to lead the combined company following closing.
  • Lock-Up Agreements: Each director and officer of Crown Reserve immediately following closing will execute an eighteen-month lock-up. At closing, the Sponsor will execute a lock-up agreement expiring on the earlier of six months following consummation of the PIPE financing or eighteen months following closing.
  • Tax-Free Reorganization: The transaction is intended to qualify as a tax-free reorganization for U.S. federal income tax purposes under Sections 368(a)(1)(F) and 368(a) of the Internal Revenue Code.