What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-31 · 29 added, 35 removed, 376 unchanged (15% of the section changed)

15 unchanged sentences

Recent Developments

On January 8, 2025, the Company issued a press release, announcing that the holders of the Company’s public units may elect to separately trade the ordinary shares and rights included in such units commencing on January 13, 2025.

Those public units that are not separated continue to trade on the Nasdaq Global Market (“NASDAQ”) 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.

On April 1, 2025, the Company received a letter from Marcum LLP that Marcum resigned as the independent registered accounting firm of the Company following the CBIZ CPAs P.C.

acquisition of the attest business of Marcum.

On April 2, 2025, the Company’s Board of Directors approved and the Company engaged CBIZ CPAs P.C.

as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

On June 1, 2025, the Company entered into a Consulting Agreement with Kujo Capital, LLC, a Wyoming limited liability company, pursuant to which Kujo Capital, LLC agrees to make available the services of Mr.

Andrew Kucharchuk as Chief Financial Officer of the Company on a consultancy basis.

Effective as of August 11, 2025, Mr.

Tim Rotolo resigned as the Chief Financial Officer of the Company and the board of directors of the Company appointed Mr.

Andrew Kucharchuk to serve as the Chief Financial Officer of the Company, to fill the vacancy created by Mr.

Tim Rotolo’s resignation.

Our Competitive Strengths

We seek to capitalize on the strengths of a generalist outlook, entrepreneurial experience, and long-term value orientation to navigate dynamic markets in seeking an initial business combination.

Our team, led by Tim Rotolo, our Chairman, Chief Executive Officer and Chief Financial Officer, intends to employ an agile approach to identify and invest in undervalued assets in capital constrained markets with structural dislocations.

Our team, led by Tim Rotolo, our Chairman and Chief Executive, intends to employ an agile approach to identify and invest in undervalued assets in capital constrained markets with structural dislocations.

Rotolo has experience extending across multiple ventures, including his roles as founder and CEO of Lloyd Harbor Capital Management., a SEC investment advisor with approximately $350 million in AUM as of December 31, 2025, CEO and Founder of Range Fund Holdings, a dedicated investment platform for ETF asset managers and founder of North Shore Indices, Inc.

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Rotolo led the company as its CEO until he announced the company’s acquisition of American Future Fuel, at which time he stepped down as CEO.

In October 2025, Mr.

Rotolo formed Range Capital Acquisition Corp II (“Range II”), a special purpose acquisition company formed for substantially similar purposes as our company.

Range II completed its initial public offering in October 2025, raising gross proceeds of $230 million.

Rotolo serves as Chairman and Chief Executive Officer of Range II, each of our independent directors serves as a director of Range II, and Jonathan Rotolo, who serves as a special advisor to us, also serves as a special advisor to Range II.

We plan to prioritize early entry into niche markets that are overlooked or out-of-favor to leverage our unique insights and creative strategies.

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Potential investors should not rely upon the historical record of our management as indicative of future performance.

Market Overview

We believe the current market presents a unique opportunity for the SPAC strategy as a result of limited access to public markets, relatively low volume of new SPAC offerings, reducing competition for deals, and the Federal Reserve interest rate tightening cycle (notwithstanding the recent reductions in the targeted federal funds rate), which has forced companies to improve fundamentals by focusing on generating income and cash flows.

The number of IPOs in the United States is at low levels not experienced since the financial crisis of 2008, according to information from SPAC Analytics.

We believe that the low number of IPOs, combined with a sluggish M&A market, has built a pent-up demand from private investors and owners for liquidity.

Private equity funds have record levels of unrealized AUM but the lowest exit volume in a decade, based on a 2024 report by Bain & Company.

The M&A volume that does exist is primarily strategic transactions focused on “in-demand” sectors like technology driven by firms with the largest balance sheets and market capitalizations in history.

However, sectors that are capital constrained have been starved for liquidity and have limited options for access to public capital.

SPAC transactions have lost favor since the peak of 2021, which aligns with our strategy of focusing on out-of-favor markets.

The number of SPACs that have completed initial public offerings in the U.S.

is significantly below 2020-21 issuance levels.

With fewer SPACs completing initial public offerings, we believe there is less competition for deals and a greater number of potential targets.

As the Federal Reserve began raising interest rates and tightening monetary policy in 2022 to combat inflation, the cost of capital for companies increased accordingly.

The rise in cost of capital and maturation of low interest rate debt led to shortened capital duration, forcing management teams to prioritize income, cash flows, and capital efficiency.

This has increased the number of higher quality companies available as targets that are in line with our focus on cash flows and return on invested capital.

Business Strategy

We seek to capitalize on the strength of our management team, in particular our Chairman, Chief Executive Officer and Chief Financial Officer, Mr.

We seek to capitalize on the strength of our management team, in particular our Chairman and Chief Executive Officer, Mr.

Rotolo and our Chief Financial Officer, Mr.

We believe that our team’s prior accomplishments and current activities will be critical in identifying attractive acquisition opportunities, and that, in turn, the businesses that we identify will be able to benefit from accessing the U.S.

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Our Acquisition Process

We will utilize the diligence, rigor, and expertise of our managements’ respective platforms to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

We will utilize the diligence, rigor, and expertise of our management’s respective platforms to evaluate potential targets’ strengths, weaknesses, and opportunities to identify the relative risk and return profile of any potential target for our initial business combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, or contractual obligations to other entities, including without limitation, Range II, pursuant to which such officer or director is or will be required to present a business combination opportunity.

Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations (including without limitation, Range II), he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our management team is continuously made aware of potential investment opportunities, one or more of which we may desire to pursue for a business combination.

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In the case of an initial business combination funded with assets other than the Trust Account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection

with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering.

There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public Offering.

At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise.

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In addition to the proprietary deal flow, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups, large business enterprises, and other market participants.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report and know what types of businesses we are targeting.

These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this Annual Report

and know what types of businesses we are targeting.

Our initial shareholders, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

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Redemption of Public Shares and Liquidation if no Initial Business Combination

Our amended and restated memorandum and articles of association provides that we will have only 18 months from the closing of the Initial Public Offering to complete our initial business combination.

Our amended and restated memorandum and articles of association provide that we will have only 18 months from the closing of the Initial Public Offering to complete our initial business combination.

If we are unable to complete our initial business combination within such 18 month period, we will:

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Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.

We will have access to up to approximately $750,000 from the proceeds of the Initial Public Offering with which to pay any such potential claims.

In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

In the event that our offering expenses exceed our estimate of $750,000, we may fund such excess with funds from the funds not to be held in the Trust Account.

In such case, the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount.

Conversely, in the event that the offering expenses are less than our estimate of $750,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

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This inherent limitation gives others an advantage in pursuing the acquisition of a target business.

our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.

Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

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We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

We currently have one executive officer, Tim Rotolo.

Rotolo is not obligated to devote any specific number of hours to our matters but he intends to devote as much of his time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time he will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in.

We currently have two executive officers, Tim Rotolo and Andrew Kucharchuk.

These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.

The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

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While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act.

Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.

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The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial business combination or optimize our capital structure.

Our search for an initial business combination, and any target business with which we ultimately consummate an initial business combination, may be materially adversely affected by new outbreaks, or continuation of any existing outbreaks, of any infectious disease (such as COVID-19) and other events, and the status of debt and equity markets.

The requirement that we complete our initial business combination within 18 months from the closing of our IPO may give potential target businesses leverage over us in negotiating an initial business combination and may decrease our ability to conduct due diligence on potential initial business combination targets as we approach our dissolution deadline.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business