Announcement • Apr 01
Carvix, Inc. entered into a definitive business combination agreement to acquire Crown Reserve Acquisition Corp. I (NasdaqGM:CRAC) in a reverse merger transaction for an enterprise value of $1.0 billion. Carvix, Inc. entered into a definitive business combination agreement to acquire Crown Reserve Acquisition Corp. I (NasdaqGM:CRAC) in a reverse merger transaction for an enterprise value of $1.0 billion on March 31, 2026. The consideration consists of common equity of Carvix, Inc. to be issued for common equity of Crown Reserve Acquisition Corp. I. Carvix, Inc. will pay an earnout/contingent payment common equity. 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. 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. 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.
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.
The transaction is subject to approval of offer by acquirer shareholders, approval by regulatory board / committee and approval of offer by target shareholders. The expected completion of the transaction is September 30, 2026.
Whiteford, Taylor & Preston LLP acted as legal advisor for Crown Reserve Acquisition Corp. I. Zarif Law Group P.C. acted as legal advisor for Crown Reserve Acquisition Corp. I. Mitchell Silberberg & Knupp LLP acted as legal advisor for Carvix, Inc. Thunder Rock Capital, LLC acted as financial advisor for Crown Reserve Acquisition Corp. I. 
