Crown Reserve Acquisition Corp. I and Carvix Announce $1.0 Billion Business Combination Agreement
Key Insights
Crown Reserve Acquisition Corp. I (search) and Carvix, Inc. (search) announced a definitive business combination agreement valuing Carvix at $1.0 billion implied enterprise value.
The transaction involves an all-stock merger with Crown Reserve raising a minimum of $80.0 million in PIPE financing and a committed equity line of credit of no less than $20.0 million.
Certain Carvix stockholders will be eligible to receive up to 50,000,100 additional shares over a four-year earnout period tied to annual revenue and EBITDA targets.
Crown Reserve Acquisition Corp. I (search) (Nasdaq (search): CRAC, CRACU, CRACW, CRACR), a special purpose acquisition company, and Carvix, Inc. (search), a technology-driven automotive platform focused on acquiring, integrating, and scaling automotive-related businesses, announced they have entered into a definitive Business Combination Agreement. The transaction values Carvix at an implied enterprise value of $1.0 billion, including earnout consideration, with the combined company's shares expected to trade on the Nasdaq Stock Market.
Transaction Structure and Valuation
The business combination involves a wholly owned subsidiary of Crown Reserve merging 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.
Existing Carvix stockholders will receive Crown Reserve common stock in an all-stock transaction based on a $10.00 per share reference value. The transaction requires a minimum of $10.0 million in cash at closing after redemptions, deferred underwriting fees, repayment of indebtedness and transaction expenses.
Financing and Earnout Structure
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 earnout consideration provides significant upside potential for Carvix stockholders. Certain 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.
Management and Governance
Carvix's existing management team will continue to lead the combined company following closing. 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 was built on the conviction that the automotive services industry is ready for a technology-led consolidator," said Ramin Farahmand, Co-Founder and Chief Executive Officer of Carvix. "Our platform combines disciplined acquisition strategy with data-driven operational execution across a fragmented market. Access to the public markets through this combination with Crown Reserve gives us the capital and the profile to accelerate that strategy at scale."
Eric Sherb, Managing Member of Crown Acquisition Sponsor LLC (search), added, "We conducted an extensive search before selecting Carvix as our partner. The Company's management team has built a differentiated platform with demonstrated unit economics in a large and underserved market. We are confident this combination will deliver long-term value for shareholders."
Closing Conditions and Timeline
The Business Combination is subject to customary closing conditions, including approval by Crown Reserve's shareholders and Carvix's stockholders, effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission, Nasdaq (search) listing approval, satisfaction of the minimum cash condition, and the absence of any material adverse effect. Key Carvix stockholders have entered into a Stockholder Support Agreement committing to vote in favor of the transaction.
The BCA may be terminated by either party if the closing has not occurred by September 30, 2026. 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.
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.