Range Capital Acquisition Corp. Files S-1/A IPO Amendment
Ticker: RANGU · Form: S-1/A · Filed: Dec 12, 2024 · CIK: 2035644
Sentiment: neutral
Topics: SPAC, IPO, SEC Filing
TL;DR
SPAC Range Capital Acquisition Corp. filed an S-1/A amendment for its IPO. Details on business, execs, and financials.
AI Summary
Range Capital Acquisition Corp. filed an S-1/A amendment on December 12, 2024, for its initial public offering. The company, incorporated in the Cayman Islands, is a blank check company focused on real estate and construction, with its principal executive offices located at 44 Main Street, Cold Spring Harbor, NY 11724. The filing details its registration statement under the Securities Act of 1933.
Why It Matters
This S-1/A filing provides updated information for investors considering the initial public offering of Range Capital Acquisition Corp., a special purpose acquisition company.
Risk Assessment
Risk Level: medium — As a blank check company, its success is highly dependent on identifying and completing a suitable acquisition, which carries inherent risks.
Key Numbers
- 333-283518 — SEC File Number (Identifies the specific registration filing with the SEC.)
Key Players & Entities
- Range Capital Acquisition Corp. (company) — Registrant
- December 12, 2024 (date) — Filing Date
- Cayman Islands (location) — Jurisdiction of Incorporation
- 6770 (other) — Standard Industrial Classification Code
- 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
FAQ
What is the primary business focus of Range Capital Acquisition Corp.?
Range Capital Acquisition Corp. is a blank check company with a primary standard industrial classification code of 6770, indicating a focus on 'BLANK CHECKS', and its business is related to Real Estate & Construction.
When was this amendment to the S-1 registration statement filed?
This amendment (S-1/A) was filed as of date December 12, 2024.
Where are Range Capital Acquisition Corp.'s principal executive offices located?
The principal executive offices are located at 44 Main Street, Cold Spring Harbor, NY 11724.
What is the company's jurisdiction of incorporation?
The company is incorporated in the Cayman Islands.
Who are the legal counsel mentioned in the filing?
The legal counsel mentioned are Alan Annex, Jason Simon from Greenberg Traurig, LLP, and David Alan Miller, Jeffrey Michael Gallant from Graubard Miller.
Filing Stats: 4,653 words · 19 min read · ~16 pages · Grade level 17 · Accepted 2024-12-12 06:15:35
Key Financial Figures
- $100,000,000 — ber 11, 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
- $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
- $6.75 — ull Exercise of Over-Allotment Option $6.75 $ 6.09 $ 3.00 $ 5.10 $ 3.99
- $6.72 — g No Exercise of Over-Allotment Option $6.72 $ 6.06 $ 3.03 $ 5.06 $ 4.03
- $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
- $2,750,000 — mpany, acting as trustee, approximately $2,750,000, or $3,050,000, if the underwriters ove
Filing Documents
- d852519ds1a.htm (S-1/A) — 1307KB
- d852519dex32.htm (EX-3.2) — 310KB
- d852519dex104.htm (EX-10.4) — 64KB
- d852519dex233.htm (EX-23.3) — 2KB
- 0001193125-24-276003.txt ( ) — 1683KB
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;