Range Capital Acquisition Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Range Capital Acquisition Corp. signed a big deal and sold some stock, plus director changes.

AI Summary

Range Capital Acquisition Corp. announced on December 19, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and changes in its board of directors and officer compensation. Specific details regarding the agreement and equity sales were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Range Capital Acquisition Corp. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• 44 Main Street, Cold Spring Harbor, New York 11724 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — Market LLC Ordinary shares, par value $0.0001 per share RANG The Nasdaq Stock Mar
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
• $100,000,000 — per Unit, generating gross proceeds of $100,000,000. In connection with the Offering, the
• $4,000,000 — ment Unit, generating gross proceeds of $4,000,000 (the Private Placement). No underwritin
• $100,500,000 — rated herein by reference. A total of $100,500,000 of the net proceeds from the Offering a

Filing Documents

• d912117d8k.htm (8-K) — 38KB
• d912117dex11.htm (EX-1.1) — 197KB
• d912117dex12.htm (EX-1.2) — 36KB
• d912117dex31.htm (EX-3.1) — 316KB
• d912117dex41.htm (EX-4.1) — 61KB
• d912117dex101.htm (EX-10.1) — 66KB
• d912117dex102.htm (EX-10.2) — 31KB
• d912117dex103.htm (EX-10.3) — 32KB
• d912117dex104.htm (EX-10.4) — 78KB
• d912117dex105.htm (EX-10.5) — 8KB
• d912117dex106.htm (EX-10.6) — 50KB
• d912117dex108.htm (EX-10.8) — 37KB
• d912117dex991.htm (EX-99.1) — 7KB
• d912117dex992.htm (EX-99.2) — 6KB
• 0001193125-24-284425.txt ( ) — 966KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 19, 2024 Range Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 001-42448 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 44 Main Street Cold Spring Harbor New York 11724 (Address of principal executive offices) (Zip Code) (631) 246-0360 (Registrants telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Ordinary Share and one Right RANGU The Nasdaq Stock Market LLC Ordinary shares, par value $0.0001 per share RANG The Nasdaq Stock Market LLC Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share RANGR The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01. Entry into a Material Definitive Agreement. On December 19, 2024, the registration statement on Form S-1 (File No. 333-283518) relating to the initial public offering (the Offering) of Range Capital Acquisition Corp., a Cayman Islands exempted company (the Company), was declared effective by the U.S. Securities and Exchange Commission (the Registration Statement). On December 23, 2024, the Company consummated the Offering of 10,000,000 units (the Units). Each Unit consists of one ordinary share, par value $0.0001 per share (the Ordinary Shares), and one right (each, a Right) entitling the holder thereof to receive one-tenth of one Ordinary Share upon the completion of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $100,000,000. In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated December 19, 2024, between the Company and EarlyBirdCapital, Inc. (EBC), as representative of the underwriters named therein, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference; A Business Combination Marketing Agreement, dated December 19, 2024, between the Company and EBC, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K and incorporated herein by reference; A Rights Agreement, dated December 19, 2024, between the Company and Continental Stock Transfer & Trust Company (Continental), as rights agent, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference; An Investment Management Trust Agreement, dated December 19, 2024, between the Company and Continental, as trustee, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference; A Private Placement Unit Purchase Agreement, dated December 19, 2024, between the Company and Range Capital Acquisition Sponsor, LLC (the Sponsor), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference; A Private Placement Units Purchase Agreement, dated December 19, 2024, between the Company and EarlyBirdCapital, Inc., a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference; A Registration Rights Agreement, dated December 19, 2024, among the Company, the Sponsor and certain securityholders, a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference; An Administrative

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