SecProbe.io

September 17, 2025
Jeffrey F. Brotman
Chief Executive Officer
Crane Harbor Acquisition Corp. II
1845 Walnut Street, Suite 1111
Philadelphia, PA 19103
Re:Crane Harbor Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted August 25, 2025
CIK No. 0002081358
Dear Jeffrey F. Brotman:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. If you do not believe a comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted August 25, 2025
Cover Page
1.We note disclosure on page 21 that if you increase or decrease the size of the offering
pursuant to Rule 462(b), you will take steps to maintain the ownership of founder
shares by your initial shareholders at 25% of your issued and outstanding ordinary
shares upon the consummation of the offering. Please revise the cover page
and summary to disclose whether any additional founder shares may be issued to the
sponsor or affiliates in this regard, and the price to be paid for these securities,
including, as applicable, whether or the extent to which this compensation and
securities issuance may result in a material dilution of the purchasers’ equity interests,
as required by Item 1602(a)(3) and Item 1602(b)(6), respectively, of Regulation S-K.

September 17, 2025
Page 2
Management Team, page 3
2.Please expand here, and elsewhere as appropriate, to briefly describe the business
experience of Roger Fradin, including his roles at Honeywell and Resideo
Technologies, as you reference on page 7.  Please also identify which member or
members of management were involved with GS Acquisitions Holdings Corp. or
Vertiv.
3.Please expand to disclose the sector(s) Crane Harbor Acquisition Corp. is targeting for
a business combination. Please also disclose your managements' past involvement
with any SPACs that did not consummate a business combination, such as Broadscale
Acquisition Corp. and Juniper II Corp., as you discuss on page 138.
Conflicts of Interest, page 39
4.Where you discuss the possibility that members of your management may form other
special purpose acquisition companies during the period in which you are seeking an
initial business combination, please disclose the status of Crane Harbor Acquisition
Corp., including whether it is also currently seeking an initial business combination,
and discuss how investment opportunities will be allocated between the two SPACs.
We may issue our shares to investors in connection with our initial business combination . . . ,
page 63
5.Please expand to disclose the impact to you and investors of PIPE issuances, including
that the arrangements result in costs particular to the de-SPAC process that would not
be anticipated in a traditional IPO. If true, disclose that the agreements are intended to
ensure a return on investment to the investor in return for funds providing sufficient
liquidity.
Dilution, page 95
6.Please expand your narrative disclosure on page 95 to ensure that you describe each
material potential source of future dilution not included in the table. Your revisions
should address, but not necessarily be limited to, potential future dilution related to
the Share Rights and the up to $2,500,000 in working capital loans which may be
convertible into units of the post-business combination entity at a price of $10.00 per
unit, or tell us how you determined such revisions are not necessary. Reference is
made to Item 1602(c) of Regulation S-K.
Underwriting, page 181
7.Please clarify disclosure on page 181 and on the cover page stating that the $0.40 per
unit of deferred compensation will be payable to the underwriters upon closing of the
business combination "based on the funds remaining in the trust account" after giving
effect to shareholder redemptions. It is unclear whether you mean that the deferred
compensation will be paid only to the extent that there are amounts remaining in the
trust account after redemptions, or that it will be paid only with respect to unredeemed
public shares in connection with the business combination.

September 17, 2025
Page 3
            Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Pamela Long at 202-551-3765 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Derick Kauffman, Esq.