SecProbe.io

CORRESP
 1
 filename1.htm

 Crane
Harbor Acquisition Corp. II

 1845
Walnut Street, Suite 1111
Philadelphia, PA 19103

 December
11, 2025

 VIA
EDGAR

 Benjamin
Holt

 Office
of Real Estate & Construction

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re:
 Crane Harbor
 Acquisition Corp. II
 Registration Statement on Form S-1
 Filed December 9, 2025
 File No. 333-291289

 Dear
Mr. Holt:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Crane Harbor Acquisition Corp. II (the "Registrant") hereby requests
acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:00PM eastern time
on Monday, December 15, 2025, or as soon as practicable thereafter.

 Very truly
 yours,

 /s/ Thomas C. Elliott

 Thomas
 C. Elliott
 Chief Financial Officer

CORRESP
 1
 filename1.htm

 December 11, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Crane Harbor Acquisition Corp. II

 Registration Statement on Form S-1

 File No. 333-291289

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC ,
as representative of the underwriters of the offering, hereby join the request of the Company that the effective date of the above-captioned
Registration Statement be accelerated so as to permit it to become effective on December 15, 2025 at 4:00 p.m., Eastern time, or as soon
thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that we will distribute to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the
distribution of the security, as many copies, as well as "E-red" copies of the preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very
truly yours,

 COHEN AND COMPANY CAPITAL MARKETS,

 A DIVISION OF COHEN & COMPANY SECURITIES, LLC

 By:
 /s/ Jerry Serowik

 Name:
 Jerry Serowik

 Title:
 Senior Managing Director; Head of Capital Markets

CORRESP
 1
 filename1.htm

 CRANE HARBOR ACQUISITION CORP. II

 1845 Walnut Street, Suite 1111

 Philadelphia, PA 19103

 November 5, 2025

 VIA EDGAR TRANSMISSION

 Benjamin Holt

 Office of Real Estate & Construction

 U.S. Securities and Exchange Commission

 Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549

 Re: Crane Harbor Acquisition Corp. II
Draft Registration Statement on Form S-1
Submitted August 25, 2025

 CIK No. 0002081358

 Dear Mr. Holt:

 On behalf of Crane Harbor Acquisition Corp. II
(the "Company"), we submit this letter in response to comments of the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "Commission") contained in its letter dated September 17, 2025 relating to the Registration Statement
on Form S-1 of the Company (the "S-1") confidentially submitted to the Commission on August 25, 2025. We are concurrently
filing via EDGAR the live S-1 (the "Amendment"). The changes reflected in the Amendment include those made in response to
the Staff's comments and other changes intended to update, clarify and render more complete the information set forth therein.

 Set forth below are the Company's responses
to the Staff's comments. For ease of reference, each of the Staff's comments is reproduced below in bold and is followed by
the Company's response. In addition, unless otherwise indicated, all references to page numbers in such responses are to page numbers
in the Amendment filed concurrently herewith.

 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.

 November 5, 2025

 Page 2

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on the cover page and page 24 of the Amendment.

 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.

 Response: The Company has added disclosure on pages
3, 7, and 113 to describe the business experience of Roger Fradin. The Company further advises the Staff that, other than Mr. Fradin,
no members of Company 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.

 Response: The Company has added disclosure on pages
2, 3, and 108 of the Amendment regarding Crane Harbor Acquisition Corp. The Company has also added disclosure on pages 8 and 113 of the
Amendment regarding managements' past involvement with SPACs that did not consummate business combinations.

 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.

 Response: The Company has added disclosure on pages
14 and 123 regarding the status of Crane Harbor Acquisition Corp. and the allocation of investment opportunities between the two SPACs.

 We may issue our shares to investors in connection
with our initial business combination . . . ,
page 63

 November 5, 2025

 Page 3

 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.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on page 66 of the Amendment.

 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.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure on page 99 of the Amendment.

 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.

 Response: The Company acknowledges the Staff's
comment and advises the Staff that it has revised its disclosure regarding the payment of deferred compensation on the cover page and
page 190 of the Amendment.

 We hope that the foregoing has been responsive
to the Staff's comments. If you have any questions related to this letter, please contact Mark Rosenstein (by telephone at (215) 694-3358 or
by email at mrosenstein@stevenslee.com), or Derick Kauffman (by telephone at (610) 205-6038 or
by email at derick.kauffman@stevenslee.com).

 Sincerely yours,

 /s/ Jeffrey F. Brotman

 Jeffrey F. Brotman
 Chief Executive Officer
 Crane Harbor Acquisition Corp. II

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.