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Item 7. Management’s Discussion and Analysis

2026-03-25 compared with 2025-03-31 · 48 added, 8 removed, 83 unchanged (40% of the section changed)

7 unchanged sentences

We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

We are not limited to target businesses in any specific industry or geographic location.

We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination.

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

However, we have not selected any specific target.

We may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth of our business.

As a result, we may not pay any cash dividends in the foreseeable future.

We believe our management team is well positioned to identify opportunities offering attractive risk- adjusted returns and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our management team and their affiliates, will enable us to pursue a broad range of opportunities.

On December 23, 2024, we consummated our initial public offering (the “Initial Public Offering”) of 10,000,000 units at $10.00 per unit, each unit consisting of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of our initial business combination, generating gross proceeds of $100,000,000.

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 400,000 private placement units at a price of $10.00 per 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 at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000.

Simultaneously with the closing of the over-allotment option on January 3, 2025, we 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.

Following the closings of the Initial Public Offering on December 23, 2024 and the over-allotment on January 3, 2025, an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement units, was placed in the trust account (the “Trust Account”) and held in demand deposit or cash accounts or invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders.

We expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a Business Combination will be successful.

Recent Developments

On April 1, 2025, the Company was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of the Company.

On April 2, 2025, upon Marcum’s resignation as auditors of the Company and with the approval of the Company’s Board of Directors, CBIZ CPAs P.C.

was engaged 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.

Results of Operations

4 unchanged sentences

We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.

For the year ended December 31, 2025, we had net income of $4,035,451, which consisted of interest earned on marketable securities held in Trust Account of $4,838,462, partially offset by operational costs of $802,565 and change on over-allotment liability of $446.

For the year ended from July 24, 2024 (inception) through December 31, 2024, we had net loss of $39,474, which consists of interest earned on investments held in Trust Account of $96,478 and change on over-allotment liability of $10,666, partially offset by formation and operating costs of $146,618.

2 unchanged sentences

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 400,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $4,000,000.

Following the Initial Public Offering and the close of the over-allotment option on January 3, 2025, a total of $115,575,000 was placed in the trust account (the “Trust Account”).

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.

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

Following the Initial Public Offering and the close of the over-allotment option, a total of $115,575,000 was placed in the trust account (the “Trust Account”).

For the year ended December 31, 2025, cash used in operating activities was $587,281.

Net income of $4,035,451 was affected by interest earned on investments held in the Trust Account of $4,838,462 and change in fair value of over-allotment liability of $446.

Changes in operating assets and liabilities provided $215,284 of cash for operating activities.

For the period from July 24, 2024 (inception) through December 31, 2024, cash used in operating activities was $334,275.

1 unchanged sentence

Changes in operating assets and liabilities used $187,657 of cash for operating activities.

For the year ended December 31, 2025, cash used in investing activities was $15,075,000 consisting entirely of cash invested into the Trust Account in connection with the Company’s Initial Public Offering.

For the period from July 24, 2024 (inception) through December 31, 2024, cash used in investing activities was $100,500,000 consisting entirely of cash invested into the Trust Account in connection with the Company’s Initial Public Offering.

For the year ended December 31, 2025, cash provided by financing activities was $15,093,750, consisting of $14,718,750 in proceeds from sale of Units, net of underwriting discounts paid and $375,000 in proceeds from sale of Private Place Units.

For the period from July 24, 2024 (inception) through December 31, 2024, cash provided by financing activities was $101,716,128, consisting of $25,000 in proceeds from share subscription receivable from shareholder, $2,319 in proceeds from issuance of Representative shares, $98,125,000 in proceeds from sale of Units, net of underwriting discounts paid and $4,000,000 in proceeds from sale of Private Place Units and $322,720 in proceeds from promissory note – related party, offset by $436,191 in payment of offering costs and repayment of promissory note - related party of $322,720.

As of December 31, 2025, we had investments held in the Trust Account of $120,509,940.

7 unchanged sentences

Up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units of the post Business Combination entity at a price of $10.00 per unit at the option of the lender.

At December 31, 2024, no Working Capital Loans were outstanding.

At December 31, 2025 and 2024, no Working Capital Loans were outstanding.

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

11 unchanged sentences

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 1,500,000 units to cover over-allotments, if any.

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.

22 unchanged sentences

As the changes in fair value have no impact to our cash, changes in fair value of the over-allotment option and derivations from our estimates of fair value have no impact on our cash inflows or outflows.

Share Issued to EarlyBirdCapital and Sale of Founders Shares to the Company’s Director’s Nominees and Special Advisors

The Company reported its shares issued to EarlyBirdCapital (“EBC”) and the sale of Founder Shares to the Company’s Director’s nominees and special advisors at fair value as the date of the initial public offering.

Shares Issued to EarlyBirdCapital and Sale of Founders Shares to the Company’s Director’s Nominees and Special Advisors

The Company reported its shares issued to EBC and the sale of Founder Shares to the Company’s Director’s nominees and special advisors at fair value as the date of the initial public offering.

The fair value of these shares was determined using a Probability Weighted Expected Return Method (“PWERM”).

4 unchanged sentences

Recent Accounting Standards

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

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09),

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 adopted ASU 2023-09

on January 1, 2025 on a prospective basis.

The Company evaluated requirements for the new standard and determined that the adoption of ASU 2023-09

did not have a material impact on its financial statements and disclosures.

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.

6 unchanged sentences

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 7. Management’s Discussion and Analysis