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Item 1. Financial Statements

2025-05-15 compared with 2025-01-24 · 272 added, 139 removed, 217 unchanged (65% of the section changed)

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CONDENSED BALANCE SHEET

SEPTEMBER 30, 2024

Current assets

Due from Sponsor

Prepaid expenses

Total Current assets

Deferred offering costs

Liabilities and Shareholders’ Equity

Long-term prepaid insurance

Investments held in Trust Account

Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity

Current liabilities

Accrued offering costs

Accrued expenses

Promissory note - related party

Accounts payable and accrued expenses

Over-allotment option liability

Total Liabilities

Commitments and Contingencies

Commitments And Contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of $ 10.16 and $ 10.06 per share as of March 31, 2025 and December 31, 2024, respectively

Shareholders’ Equity

Preferred shares, $ 0.0001 par value;

shares, $ 0.0001 par value;

100,000,000 shares authorized;

no ne issued or outstanding

none issued and outstanding

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

4,100,000 shares issued and outstanding (1)(2)

4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of March 31, 2025 and December 31, 2024, respectively (1)(2)

Additional paid-in

Accumulated deficit

Retained Earnings (Accumulated deficit)

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

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.

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.

Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Equity

December 31, 202 4

includes an aggregate of up to 500,000 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (See Notes 5 and 7).

On January 3, 2025, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option.

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

Formation and operating costs

Basic and diluted weighted average shares outstanding (1)(2)

Basic and diluted net loss per share

Excludes 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.

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.

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Operating costs

Loss from operations

Other (expense) income:

Change on fair value of over-allotment option liability

Interest earned on investments held in Trust Account

Total other income, net

Weighted average redeemable shares outstanding

Basic and diluted net loss per redeemable ordinary share

Weighted average non-redeemable

shares outstanding

Basic and diluted net loss per non-redeemable

ordinary share

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

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Shareholders’

Balance — July 24, 2024 (Inception)

Ordinary shares issued to Sponsor (1)(2)

Ordinary shares issued to underwriter

Collection of stock subscription receivable from shareholder

Balance – September 30, 2024 (unaudited)

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.

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.

Balance – January 1, 2025

Sale of 37,500 Private Placement Units

Fair value of rights included in Public Units

Fair value of over-allotment exercised

Allocated value of transaction costs to Class A ordinary shares

Accretion for redeemable ordinary shares to redemption amount

Balance – March 31, 2025

The accompanying notes are an integral part of the unaudited condensed financial statements.

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CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on investments held in Trust Account

Change in Fair Value of Over-allotment liability

Changes in operating assets and liabilities:

Accrued expenses

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from share subscription receivable from shareholder

Proceeds from Issuance of Representative shares

Proceeds from promissory note – related party

Payment of offering costs

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Net cash provided by financing activities

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investing and financing activities:

Deferred offering costs included in accrued offering costs

Fair Value of EBC founder shares charged

to Deferred offering costs

Accretion of redeemable ordinary shares to redemption value

The accompanying notes are an integral part of the unaudited condensed financial statements.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

ORGANIZATION AND BUSINESS OPERATIONS

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The Company intends to pursue a Business Combination with a target in any industry or geographic region that can benefit from the expertise and capabilities of the Company’s management team.

As of September 30, 2024, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through September 30, 2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

As of March 31, 2025, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through March 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

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income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on December 19, 2024.

On December 23, 2024, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at $ 10.00 per Unit, generating gross proceeds of $ 100,000,000 .

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Range Capital Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $ 4,000,000 .

On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units (the “Option Units”) at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 15,000,000 .

The over-allotment option closed on January 3, 2025.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 400,000 private placement units (each, a “Private Placement Unit”) at a price of $ 10.00 per Private Placement Unit in a private placement to Range Capital Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc., (“EBC”) the representative of the underwriters in the Initial Public Offering, generating gross proceeds of $ 4,000,000 .

On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units (the “Option Units”) at $ 10.00 per Unit on January 3, 2025, generating gross proceeds of $ 15,000,000 .

Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 Private Placement Units (each, an “Option Private Placement Units”) to the Sponsor and EBC at a price of $ 10.00 per Unit, generating gross proceeds of $ 375,000 .

Transaction costs amounted to $ 4,203,522 , consisting of $ 2,156,250 of cash underwriting fee (net of $ 143,750 underwriters’ reimbursement) and $ 2,047,272 of other offering costs.

Upon the underwriters’ full exercise of the over-allotment option, transaction costs amounted to $ 4,203,522 , consisting of $ 2,156,250 of cash underwriting fee (net of $ 143,750 underwriters’ reimbursement) and $ 2,047,272 of other offering costs.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Pursuant to applicable stock exchange listing rules, the Company’s initial Business Combination must be with one or more businesses or assets with a fair market value equal to at least 80 % of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the income earned on the Trust Account).

The Company intends to only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

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The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company in its sole discretion subject to requirements of corporate law.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

then in the Trust Account (initially $ 10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

The Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity

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Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Public Shares without the Company’s prior written consent.

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), ordinary shares included in the Private Placement Units (“Private Shares”) and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC founder shares, Private Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial

The Sponsor and EBC have agreed (a) to waive their redemption rights with respect to any Founder Shares, EBC founder shares (defined below), ordinary shares included in the Private Placement Units (“Private Shares”) and Public Shares held by them in connection with the completion of a Business Combination, (b) to waive their redemption rights with respect to their Founder Shares, EBC founder shares, Private Shares and Public Shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association to (1) modify the substance or timing of the obligation to provide for the redemption of the Public Shares in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Initial Public Offering, June 23, 2026, or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity, and (c) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares, EBC founder shares and Private Shares held by them if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering.

If the Company submits the initial Business Combination to the public shareholders for a vote, the Sponsor and the Company’s officers and directors have agreed (and their permitted transferees will agree) to vote any Founder Shares, Private Shares and, subject to applicable securities laws, any Public Shares purchased by them in or after this Initial Public Offering (including in open market and privately-negotiated transactions) in favor of an initial B usiness Combination.

y has until 18 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).

The Company has until 18 months from the closing of the Initial Public Offering, June 23, 2026, to consummate a Business Combination (the “Combination Period”).

However, if the Company has not completed a Business Combination within the Combination Period and the Combination Period is not extended by shareholders pursuant to an amendment to the Company’s amended and restated articles of association, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share

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However, if the Sponsor or any of its affiliates acquires Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $ 10.05 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

This liability will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and as to any claims by the Company’s auditors or under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

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The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On January 13, 2025, the Company’s Public Units began separately trading from the ordinary shares and rights included in such Units.

Those Public Units that are not separated trade on the Nasdaq Global Market under the symbol “RANGU” and the ordinary shares and rights that are separated are trading on the Nasdaq Global Market under the symbols “RANG” and “RANGR,” respectively.

SIGNIFICANT ACCOUNTING POLICIES

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In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on December 20, 2024, as well as the Company’s Current Report on Form 8-K,

as filed with the SEC on December 31, 2024.

The interim results for the period from July 24, 2024 through September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future periods.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40,

“Going Concern,” as of September 30, 2024, the Company does not have sufficient liquidity to meet its current obligations.

However, management has determined that following the December 23, 2024 consummation of the Company’s Initial Public Offering, together with the promissory note (see Note 5), that the Company has sufficient funds for working capital needs until the earlier of the consummation of the Initial Public Offering or a minimum of one year from the date of issuance of these unaudited condensed financial statements.

The accompanying unaudited condensed financial statements should be read in conjunction with the Annual Report on Form 10-K

as filed with the SEC on March 31, 2025.

The interim results for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Segment Reporting

The Company complies with ASU 2023-07,

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07),

which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

Emerging Growth Company

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growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 23,679 in cash and no cash equivalents as of September 30, 2024.

The Company had $ 628,113 and $ 881,853 in cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

Investments Held in Trust Account

At March 31, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

For the three months ended March 31, 2025, the Company did not withdraw any interest earned on the Trust Account.

Concentration of Credit Risk

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Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Deferred Offering Costs

As of March 31, 2025, the Company has not experienced losses on this account.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99

and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”.

Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering, on December 23, 2024.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes

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Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2025 and December 31, 2024.

The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

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Fair Value Measurements

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured

and reported at fair value at each reporting period, and non-financial

The Company follows the guidance in ASC 820 for its financial assets and liabilities that arere-measured and reported at fair value at each reporting period, and non-financial

assets and liabilities that are-measured

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based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their overallotment option at the closing of Initial Public Offering on December 23, 2024.

As of September 30, 2024 there are no derivative financial instruments.

The underwriters’ over-allotment option was deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters did not exercise their over-allotment option at the closing of Initial Public Offering on December 23, 2024.

As of December 31, 2024, the over-allotment was outstanding and on January 3, 2025, the underwriters fully exercised their over-allotment option.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering on December 23, 2024, and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

MARCH 31, 2025

The Company accounts for the Public Rights (as defined in Note 3) and Private Rights (as defined in Note 4) issued in connection with the Initial Public Offering on December 23, 2024 and with the underwriter’s exercise of the over-allotment option on January 3, 2025, and the related private placements in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the rights under equity treatment at its assigned value.

Net Loss per Ordinary Share

Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 500,000 ordinary shares that are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised (see Notes 5 and 7).

At September 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Net Income per Ordinary Share

Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 500,000 ordinary shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised.

On January 3, 2025, the Company’s underwriters fully exercised their over-allotment option resulting to no shares subject to forfeiture.

At March 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income per share is the same as basic income per share for the period presented.

The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary shares:

For the Three Months Ended March

Basic and diluted net income per ordinary share:

Non- Redeemable

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC480-10-S99,

the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in

redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in

capital (to the extent available) and accumulated equity.

Accordingly, as March 31, 2025 and December 31, 2024, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of March 31, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Ordinary Shares subject to possible redemption

Gross proceeds

Proceeds allocated to Public Rights

Proceeds allocated to over-allotment option

Ordinary shares issuance costs

Remeasurement of carrying value to redemption value

Balance - December 31, 2024

Gross proceeds from exercise of over-allotment option

Proceeds allocated to Public Rights from exercise of over-allotment option

Ordinary shares issuance costs from exercise of over-allotment option

Remeasurement of carrying value to redemption value

Balance - March 31, 2025

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU2023-09),

which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

is effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09

will have a material impact on its financial statements and disclosures.

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Liquidity, Capital Resources and Going Concern

As of March 31, 2025, the Company had $ 628,113 in cash and working capital of $ 639,816 .

The Company has until June 23, 2026, to consummate the initial Business Combination (assuming no extensions).

If the Company does not complete a Business Combination, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014—15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering may not be sufficient to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the financial statements are issued as it expects to incur significant costs in pursuit of its acquisition plans.

Management has determined that mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution and the liquidity issue raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 23, 2026.

INITIAL PUBLIC OFFERING

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of one ordinary share upon completion of an initial Business Combination.

On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 Option Units at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 15,000,000 .

On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 Units at $ 10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $ 15,000,000 .

The over-allotment option closed on January 3, 2025.

PRIVATE PLACEMENTS

PRIVATE PLACEMENT

Simultaneously with Initial Public Offering, the Sponsor and EBC and/or their designees purchased an aggregate of 400,000 Private Placement Units ( 300,000 Private Placement Units to be purchased by the Sponsor and 100,000 Private Placement Units to be purchased by EBC and its designees) at a price of $ 10.00 per Private Placement Units from the Company in a private placement, generating gross proceeds of $ 4,000,000 .

Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 Option Private Placement Units to the Sponsor and EBC at a price of $ 10.00 per unit, generating gross proceeds of $ 375,000 .

Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 Private Placement Units to the Sponsor and EBC at a price of $ 10.00 per Unit, generating gross proceeds of $ 375,000 .

Each Unit consists of one ordinary share, and one right (“Private Right”), with each Private Right entitling the holder to receive one-tenth

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The Private Placement Units and underlying securities will not be transferable, assignable, or salable until the completion of a Business Combination, subject to certain exceptions.

RELATED PARTIES

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

RELATED PARTY TRANSACTIONS

Founder Shares and EBC Founder Shares

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Up to 500,000 of such Founder Shares were subject to forfeiture to the extent that the underwriters’ over-allotment was not exercised in full.

On January 3, 2025, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option.

Upon the closing of the Initial Public Offering, the Founder Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company acting as escrow agent.

Pursuant to such escrow arrangement, the Founder Shares may not, subject to limited exceptions, be transferred, assigned, sold or released from escrow until the earlier to occur of:

(A) six months after the completion of the initial Business Combination and (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

(A) six months after the completion of the initial Business Combination or (B) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the initial Business Combination that results in all public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

On November 14, 2024, the Sponsor transferred 125,000 Founder Shares to director nominees and special advisors to the Company.

The sale of the Founders Shares to the Company’s director’s nominees and special advisors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

The fair value of the 125,000 shares granted to the Company’s director’s nominees and special advisors was $ 477,500 or $ 3.82 per share.

The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination).

Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance.

As of the issuance date of these financial statement, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares.

On August 27, 2024, the Company issued to EBC 400,000 ordinary shares (“EBC founder shares”) for a purchase price of approximately $ 0.006 per share and an aggregate purchase price of $ 2,319 .

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Accordingly, $ 1,536,081 (the total $ 1,538,400 fair value less $ 2,319 paid by EBC) was recorded as a deferred offering costs with a corresponding increase in additional paid-in

The Company established the initial fair value for the EBC founder shares on August 27, 2024, the date of the issuance, using a calculation prepared by a third party valuation firm which takes into consideration a discount for lack of

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

marketability calculation of 1.6 %, volatility of 5.3 %, a risk free rate of 3.99 % and restricted term in years of 1.69 .

The Company established the initial fair value for the EBC founder shares on August 27, 2024, the date of the issuance, using a calculation prepared by a third-party valuation firm which takes into consideration a discount for lack of marketability calculation of 1.6 %, volatility of 5.3 %, a risk-free rate of 3.99 % and restricted term in years of 1.69 .

The EBC founder shares are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a Business Combination (assumed to be 44 %, based on market data from 2021 through 2023 of similar entities who have settled versus completed a Business Combination), the probability, at the time of determination, of the Initial Public Offering (assumed to be 90 %, based on management assumptions and an overview of market data), and other risk factors.

EBC has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial business combination and (ii) to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete the initial Business Combination within 18 months from the closing of the Initial Public Offering.

EBC has agreed (i) to waive its redemption rights (or right to participate in any tender offer) with respect to such shares in connection with the completion of our initial Business Combination and (ii) to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete the initial Business Combination within 18 months, June 23, 2026, from the closing of the Initial Public Offering.

On November 14, 2024, the Sponsor surrendered 479,167 Founder Shares for no consideration and EBC surrendered 133,333 EBC founder shares for no consideration.

All share and per share information has been retrospectively presented.

The EBC founder shares have been deemed compensation by FINRA and are therefore subject to a lock-up

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The loan was repaid at the closing of the Initial Public Offering out of the $ 750,000 of offering proceeds that were allocated to the payment of offering expenses.

As of September 30, 2024, the Company had borrowed $ 20,720 under the promissory note.

As of March 31, 2025 and December 31, 2024, the Company had borrowed $ 0 under the promissory note and no other borrowing are permitted under this loan agreement.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Administration Fee

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The Company will cease payments upon the completion of a Business Combination or a liquidation event.

As of March 31, 2025 and December 31, 2024, the Company incurred $ 32,667 and $ 1,667 , respectively, of administrative services fees which was included in operating expenses on the statement of operations.

At March 31, 2025 and December 31, 2024, $ 0 and $ 1,667 was outstanding and reported as accrued expenses on the accompanying balance sheets.

Related Party Loans

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The Units would be identical to the Private Placement Units.

As of September 30, 2024, no such Working Capital Loans were outstanding.

As of March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Special Advisors

Jonathan Rotolo and William Callanan serve as special advisors to the Company to (i) assists the Company in sourcing, negotiating and consummating a potential Business Combination, (ii) provide their business insights when the Company assesses potential Business Combination targets and (iii) upon the Company’s requests, provide their business insights as the Company works to create additional value in the businesses that the Company acquires.

The Company has no written advisory agreements with either of these individuals and they have no other employment or compensation arrangements with the Company.

They will not serve on the board or any committee thereof, nor will they have any voting or decision-making capacity on the Company’s behalf.

They will also not be required to devote any specific amount of time to the Company’s efforts or be subject to the fiduciary requirements to which the board members are subject.

Accordingly, if either becomes aware of a Business Combination opportunity which is suitable for the Company, they are under no obligation to introduce it to the Company before any other prospective acquiror.

Jonathan Rotolo is the brother of Tim Rotolo and William Callanan has no familial relations with the Company’s management or board members.

COMMITMENTS AND CONTINGENCIES

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The over-allotment option was exercised in full by the underwriters on December 31, 2024, and the over-allotment option closed on January 3, 2025.

Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 units to the Sponsor and EBC.

at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 375,000 .

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 Units to the Sponsor and EBC at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 375,000 .

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 2,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering, on December 23, 2024.

The underwriters were entitled to a cash underwriting discount of $ 0.20 per Option Unit, or $ 300,000 in the aggregate, which was paid at the closing of the over-allotment option, on January 3, 2025.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Business Combination Marketing Agreement

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SHAREHOLDERS’ EQUITY

Preferred Shares

— The Company is authorized to issue 100,000,000 preferred shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30, 2024, there were no preference shares issued or outstanding.

— The Company is authorized to issue 100,000,000 prefer ence

shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares

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Holders of ordinary shares are entitled to one vote for each share.

As of September 30, 2024, there were 4,100,000 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding Private Shares), and (ii) 266,667 EBC founder shares.

As of March 31, 2025 and December 31, 2024, there were 4,537,500 and 4,500,000 ordinary shares issued and outstanding, respectively, excluding 11,500,000 and 10,000,000 shares subject to redemption.

At March 31, 2025 and December 31, 2024, shares outstanding includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part so that the number of Founder Shares will equal 25 % of the Company’s issued and outstanding ordinary shares after the Initial Public Offering (excluding Private Placement Shares), (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering.

Additionally, March 31, 2025, includes an additional 37,500 ordinary shares acquired upon the exercise of the over-allotment option on January 3, 2025.

Upon the underwriters fully exercising their over-allotment option, no shares were subject to forfeiture related to the over-allotment option.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

— Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

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If the Company is unable to complete the initial Business Combination within the required time period and the Company will redeem the Public Shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.

NOTE 8 — FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2025

December 31, 2024

Investments held in Trust Account

Over-allotment option liability

At March 31, 2025 and December 31, 2024, investments held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

The over-allotment option was accounted for as a liability in accordance with ASC 815-40

and was presented within liabilities on the balance sheet.

The over-allotment option liability is measured at fair value at December 23, 2024 and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment option liability in the statement of operations.

Upon exercise of the over-allotment option on January 3, 2025, the fair value of the over-allotment option was de-recognized

in the statement of shareholders’ equity.

The Company used a Black-Scholes model to value the over-allotment option upon.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate.

The Company estimates the volatility of its ordinary share based on historical volatility that matches the expected remaining life of the option.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon

yield curve on the grant date for a maturity similar to the expected remaining life of the option.

The expected life of the option is assumed to be equivalent to their remaining contractual term.

On January 3, 2025, the underwriters closed on the over-allotment option.

As such, the over-allotment option ceased to exist thereafter.

The key inputs into the Black-Scholes model were as follows at December 31, 2024:

December 31, 2024

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of over-allotment Unit

NOTE 9 — SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

MARCH 31, 2025

As of March 31, 2025, the Company had not commenced any operations.

All activity for the three months ended March 31, 2025 relates to the Company’s formation and the Initial Public Offering.

The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest.

The Company will generate non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering, which are held in a Trust Account.

The Company will generate non-operating

income or expense from the changes in the fair value of its over-allotment option, which is not considered a measure of financial performance used by the CODM.

The Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one operating segment.

The CODM does not review assets, which primarily consists of investments held in the Trust Account, in evaluating the results of the Company, and therefore, such information is not presented.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

For the Three Months

Ended March 31,

Operating costs

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed by the CODM are operating costs and interest earned on investments held in Trust Account.

The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investments with the Trust Account funds while maintaining compliance with the trust agreement.

Operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period.

The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.