Range Capital Acquisition Corp. Files S-1

TL;DR

Range Capital Acquisition Corp. just filed an S-1, get ready for a SPAC deal.

AI Summary

Range Capital Acquisition Corp. filed an S-1 registration statement on November 27, 2024, to register securities. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 44 Main Street, Cold Spring Harbor, NY. The filing indicates a potential offering of securities, though specific dollar amounts and dates for the offering are not detailed in this excerpt.

Why It Matters

This S-1 filing signals Range Capital Acquisition Corp.'s intent to offer securities to the public, which could lead to a future business combination or acquisition.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), the inherent risk lies in the uncertainty of a future acquisition and its success.

Key Numbers

• 333-283518 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 241512351 — Film Number (Internal SEC processing number for the filing.)

Key Players & Entities

• Range Capital Acquisition Corp. (company) — Registrant
• November 27, 2024 (date) — Filing Date
• Cayman Islands (jurisdiction) — Place of Incorporation
• 44 Main Street, Cold Spring Harbor, NY 11724 (address) — Principal Executive Offices
• Tim Rotolo (person) — Agent for Service
• Alan Annex (person) — Counsel
• Jason Simon (person) — Counsel
• Greenberg Traurig, LLP (company) — Counsel
• David Alan Miller (person) — Counsel
• Jeffrey Michael Gallant (person) — Counsel

FAQ

Key Financial Figures

• $100,000,000 — ber 27, 2024 Preliminary Prospectus $100,000,000 RANGE CAPITAL ACQUISITION CORP. 10,0
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one ordinary share and
• $100,000 — nt to permitted withdrawals (less up to $100,000 of interest to pay liquidation and diss
• $4,000,000 — per unit for a total purchase price of $4,000,000 in a private placement that will close
• $10.05 — essary to maintain in the trust account $10.05 per unit sold to the public in this off
• $25,000 — ring for an aggregate purchase price of $25,000, or approximately $0.007 per share. Bec
• $0.007 — hase price of $25,000, or approximately $0.007 per share. Because our Sponsor acquired
• $0.006 — approximately $25,000, or approximately $0.006 per founder share, and, accordingly, yo
• $10,000 — affiliate thereof in an amount equal to $10,000 per month for office space and administ
• $150,000 — n of this offering, we will repay up to $150,000 in loans made to us by our sponsor to c
• $1,500,000 — our initial business combination, up to $1,500,000 of such loans may be convertible into p
• $6.84 — ull Exercise of Over-Allotment Option $6.84 $ 6.20 $ 2.89 $ 5.23 $ 3.86
• $6.82 — g No Exercise of Over-Allotment Option $6.82 $ 6.18 $ 2.91 $ 5.22 $ 3.87
• $100,500,000 — ate units described in this prospectus, $100,500,000 or $115,575,000, if the underwriters ov
• $115,575,000 — bed in this prospectus, $100,500,000 or $115,575,000, if the underwriters over-allotment opt

Filing Documents

• d852519ds1.htm (S-1) — 1305KB
• d852519dex11.htm (EX-1.1) — 196KB
• d852519dex31.htm (EX-3.1) — 236KB
• d852519dex32.htm (EX-3.2) — 310KB
• d852519dex41.htm (EX-4.1) — 21KB
• d852519dex42.htm (EX-4.2) — 21KB
• d852519dex43.htm (EX-4.3) — 16KB
• d852519dex44.htm (EX-4.4) — 61KB
• d852519dex51.htm (EX-5.1) — 10KB
• d852519dex52.htm (EX-5.2) — 33KB
• d852519dex101.htm (EX-10.1) — 40KB
• d852519dex102.htm (EX-10.2) — 7KB
• d852519dex103.htm (EX-10.3) — 50KB
• d852519dex104.htm (EX-10.4) — 64KB
• d852519dex105.htm (EX-10.5) — 78KB
• d852519dex106.htm (EX-10.6) — 31KB
• d852519dex107.htm (EX-10.7) — 32KB
• d852519dex108.htm (EX-10.8) — 86KB
• d852519dex109.htm (EX-10.9) — 7KB
• d852519dex1010.htm (EX-10.10) — 42KB
• d852519dex1011.htm (EX-10.11) — 36KB
• d852519dex141.htm (EX-14.1) — 32KB
• d852519dex233.htm (EX-23.3) — 2KB
• d852519dex991.htm (EX-99.1) — 29KB
• d852519dex992.htm (EX-99.2) — 22KB
• d852519dex993.htm (EX-99.3) — 2KB
• d852519dex994.htm (EX-99.4) — 3KB
• d852519dex995.htm (EX-99.5) — 2KB
• d852519dexfilingfees.htm (EX-FILING FEES) — 19KB
• g852519g1123074124452.jpg (GRAPHIC) — 3KB
• g852519snap52.jpg (GRAPHIC) — 4KB
• 0001193125-24-267254.txt ( ) — 2804KB

RISK FACTORS

RISK FACTORS 35 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 69

USE OF PROCEEDS

USE OF PROCEEDS 70 DIVIDEND POLICY 75

DILUTION

DILUTION 76 CAPITALIZATION 78

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 79 PROPOSED BUSINESS 85 MANAGEMENT 108 PRINCIPAL SHAREHOLDERS 117 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 120

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 123 TAXATION 139

UNDERWRITING

UNDERWRITING 149 LEGAL MATTERS 159 EXPERTS 159 WHERE YOU CAN FIND ADDITIONAL INFORMATION 159 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under the section of this prospectus entitled Risk Factors and our

financial statements and the related notes included elsewhere in this prospectus, before investing

financial statements and the related notes included elsewhere in this prospectus, before investing. Unless otherwise stated in this prospectus, or the context otherwise requires, references to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering; Companies Act are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; company, our company we, us or our are to Range Capital Acquisition Corp., a Cayman Islands exempted company; EBC founder shares or EBC Founder Shares are to 266,667 ordinary shares that we issued to EarlyBirdCapital, Inc. for an aggregate purchase price of $2,318.84 in a private placement prior to this offering (for the avoidance of doubt, such ordinary shares will not be public shares); equity-linked securities are to any securities of our company which are convertible into or exchangeable or exercisable for ordinary shares of our company, including but not limited to equity or debt securities issued in a private placement; founder shares are to 3,833,333 ordinary shares that we issued to our sponsor for an aggregate price of $25,000 in a private placement prior to this offering (for the avoidance of doubt, such ordinary shares will not be public shares); initial shareholders are to our sponsor and the other holders of our founder shares prior to this offering, but excluding the holders of the EBC founder shares; management or our management team are to our officers and directors; ordinary shares are to our ordinary shares, par value $0.0001 per share; permitted withdrawals are to amounts withdrawn from interest earned on the trust account (and not from the principal held in the trust account) to pay our taxes, if any; private rights are to the rights included in the private units, which are identical to the public rights, subject to certain exceptions;

View Full Filing

View this S-1 filing on SEC EDGAR