Range Capital Acquisition Corp. Share Adjustments and Option Exercise

Ticker: RANGU · Form: 10-Q · Filed: Jan 24, 2025 · CIK: 2035644

Sentiment: neutral

Topics: shareholder-dilution, spac, option-exercise, filing-update

TL;DR

Range Capital Acquisition Corp. saw sponsor share surrenders and underwriters exercised their option, removing forfeiture risk on 500K shares.

AI Summary

Range Capital Acquisition Corp. filed its 10-Q for the period ending September 30, 2024. On November 14, 2024, the Sponsor, Range Capital Acquisition Sponsor, LLC, surrendered 479,167 Founder Shares, and EarlyBirdCapital, Inc. surrendered 133,333 EBC founder shares for no consideration. Importantly, on January 3, 2025, the underwriters exercised their over-allotment option, meaning 500,000 ordinary shares previously subject to forfeiture are no longer at risk.

Why It Matters

This filing details significant share surrenders and the exercise of an over-allotment option, impacting the potential dilution and ownership structure for Range Capital Acquisition Corp. shareholders.

Risk Assessment

Risk Level: medium — The surrender of founder shares and the exercise of an over-allotment option indicate potential changes in ownership and dilution, which are key considerations for investors.

Key Numbers

Key Players & Entities

FAQ

What was the total number of founder shares surrendered by both the Sponsor and EBC?

A total of 612,499 founder shares were surrendered (479,167 by Range Capital Acquisition Sponsor, LLC and 133,333 by EarlyBirdCapital, Inc.).

On what date did the underwriters exercise their over-allotment option?

The underwriters exercised their over-allotment option on January 3, 2025.

How many shares were previously subject to forfeiture due to the over-allotment option?

Up to 500,000 ordinary shares were subject to forfeiture.

What was the fiscal period covered by this 10-Q filing?

The 10-Q filing covers the period ending September 30, 2024.

Were the surrendered founder shares compensated?

No, Range Capital Acquisition Sponsor, LLC and EarlyBirdCapital, Inc. surrendered their respective founder shares for no consideration.

Filing Stats: 4,591 words · 18 min read · ~15 pages · Grade level 18 · Accepted 2025-01-24 17:27:25

Key Financial Figures

Filing Documents

Financial Information

Part I. Financial Information 1

Financial Statements

Item 1. Financial Statements 1 Condensed Balance Sheet as of September 30, 2024 (Unaudited) 1 Condensed Statement of Operations For the Period from July 24, 2024 (Inception) Through September 30, 2024 (Unaudited) 2 Condensed Statement of Changes in Shareholders' Equity For the Period from July 24, 2024 (Inception) Through September 30, 2024 (Unaudited) 3 Condensed Statement of Cash Flows For the Period from July 24, 2024 (Inception) Through September 30, 2024 (Unaudited) 4 Notes to Condensed Financial Statements (Unaudited) 5

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13

Quantitative and Qualitative Disclosures Regarding Market Risk

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk 14

Controls and Procedures

Item 4. Controls and Procedures 14

Other Information

Part II. Other Information

Legal Proceedings

Item 1. Legal Proceedings 15

Risk Factors

Item 1A. Risk Factors 15

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 15

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 15

Other Information

Item 5. Other Information 15

Exhibits

Item 6. Exhibits 16

Signatures

Part III. Signatures 17

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION Item1. Financial Statements. RANGE CAPITAL ACQUISITION CORP. CONDENSED BALANCE SHEET SEPTEMBER 30, 2024 (Unaudited) Assets Current assets Cash $ 23,679 Total current assets 23,679 Deferred offering costs 1,637,734 Total Assets $ 1,661,413 Liabilities and Shareholders' Equity Current Liabilities Accrued offering costs $ 98,013 Accrued expenses 7,068 Promissory note - related party 20,720 Total Liabilities 125,801 Commitments and Contingencies Shareholders' Equity Preferred shares, $ 0.0001 par value; 100,000,000 shares authorized; no ne issued or outstanding — Ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 4,100,000 shares issued and outstanding (1)(2) 410 Additional paid-in capital 1,562,990 Accumulated deficit ( 27,788 ) Total Shareholders' Equity 1,535,612 Total Liabilities and Shareholders' Equity $ 1,661,413 (1) Includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (See Notes 5 and 7). On January 3, 2025, the underwriters exercised their over-allotment option and as of such date, 500,000 shares were no longer subject to forfeiture. (2) Subsequently on November 14, 2024, Range Capital Acquisition Sponsor, LLC (the "Sponsor") surrendered 479,167 Founder Shares for no consideration and EarlyBirdCapital, Inc. ("EBC") surrendered 133,333 EBC founder shares for no consideration. All share and per share information has been retrospectively presented. The accompanying notes are an integral part of the unaudited condensed financial statements. 1 Table of Contents RANGE CAPITAL ACQUISITION CORP. CONDENSED STATEMENT OF OPERATIONS FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024 (UNAUDITED) Formation and operating costs $ 27,788 Net loss $ ( 27,788 ) Basic and diluted weighted average shares outsta

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