What changed in this filing

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Item 9A. Controls and Procedures

2026-03-25 compared with 2025-03-31 · 270 added, 195 removed, 768 unchanged (38% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), or person performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15

under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024.

Based on this evaluation, our Chief Executive Officer have concluded that our disclosure controls and procedures were effective.

under the Exchange Act, our Certifying Officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025.

Based on this evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were not effective, due to a material weakness in our internal control over financial reporting due to the lack of controls needed to assure that the accounting for accounts payable and accrued expenses is accurate and complete.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our man age

ment is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2025, due to a material weakness in our internal control over financial reporting due to the lack of controls needed to assure that the accounting for accounts payable and accrued expenses is accurate and complete.

This Annual Report on Form10-K

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OTHER INFORMATION

Trading Arrangements

Insider Trading Arrangements

No director or officer of the Company adopted or terminated any contract, instruction or written plan for the purchase or sale of securities of the registrant intended to satisfy the affirmative defense conditions of Rule 10b5-1(c);

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Our executive officers and directors are as follows:

Chairman, Chief Executive Officer and Chief Financial Officer

Chairman and Chief Executive Officer

Andrew Kucharchuk

Chief Financial Officer

Alexander Matina

Tim Rotolo serves as our Chairman, Chief Executive Officer and Chief Financial Officer.

Tim Rotolo serves as our Chairman and Chief Executive Officer.

Rotolo also serves as Chairman and Chief Executive Officer of Range II.

Since 2015, he has served as founder and CEO of Lloyd Harbor Capital Management, a SEC investment advisor with approximately $400 million in AUM as of December 31, 2023.

Rotolo is also a manager of Sachem Cove Partners, LLC, the general partner of a fund managed by Lloyd Harbor Capital Management.

Rotolo is also a manager of Sachem Cove Partners, LLC, a fund managed by Lloyd Harbor Capital Management.

He has also served as founder and CEO of Range Fund Holdings, a dedicated investment platform for ETF asset managers, since 2022 and founder of North Shore Indices, Inc.

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Rotolo’s qualifications to serve on our board of directors include his extensive investment experience and deal-sourcing capabilities.

Andrew Kucharchuk serves as our Chief Financial Officer under a consultancy agreement with Kujo Capital, LLC.

Kucharchuk serves as Chief Financial Officer for Range Capital Acquisition Corp II.

Chief Financial Officer of Cero Therapeutics, Inc (Nasdaq:CERO).

Previously, he has served as the Chief Financial Officer of Theralink Technologies, Inc.

(“Theralink”) (OTCMKTS:

THER) from May 2023 until May 2024.

Kucharchuk also served as President and Chief Financial Officer of Theralink from February 2016 until June 2020, as Chief Executive Officer of Theralink from November 2019 until June 2020 and as Acting Chief Financial Officer of Theralink from June 2020 to September 2020.

He has served on the Board of Directors of Theralink since June 2020.

Kucharchuk also served as Chief Executive Officer and Chief Financial Officer of OncBioMune, Inc.

(“OBMP”) prior to Theralink’s acquisition of OBMP.

Kucharchuk served as the Chairman and Chief Operating Officer Adhera Therapeutics, Inc.

ATRX) from July 2020 until September 2022 and its Chief Operations Officer from October 2022 to September 2024.

Since April 2024, Mr.

Kucharchuk served as the Chief Financial Officer of Chain Bridge I.

from August 2025 to present, Mr.

Kucharchuk served as a member of the board of directors and the chair of audit committee of Windtree Therapeutics.

Kucharchuk is a graduate of Louisiana State University and Tulane University’s Freeman School of Business, where he earned an MBA with a Finance Concentration.

James Grigor serves on our board of directors.

Grigor also serves as a director of Range II.

Grigor has been the CEO of Syzygy Investment Advisory, a global macro investing firm, since September 2023.

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Alexander Matina serves on our board of directors.

Matina also serves as a director of Range II.

Matina has been serving as a Managing Member of LANECR Consulting since January 2024.

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John Lovett serves on our board of directors.

Lovett also serves as a director of Range II.

Lovett was a partner and the subsequent owner of Lovett Silverman Construction Consultants, Inc, providing construction consulting services to owners, policyholders and their attorneys throughout the United States, Mexico and Canada, since 1982.

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Conflicts of Interest

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 business combination opportunities to such entity.

Accordingly, in the future, 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.

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 business combination opportunities to such entity.

Accordingly, in the future, 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.

We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our initial business combination.

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Specifically, Mr.

Rotolo, our Chairman Chief Executive Officer and Chief Financial Officer, is Chief Executive Officer of Lloyd Harbor Capital Management, an investment advisor.

Rotolo, our Chairman and Chief Executive Officer, is Chief Executive Officer of Lloyd Harbor Capital Management, an investment advisor, and Mr.

Kucharchuk, our Chief Financial Officer, is a consultant to us and other companies through Kujo Capital, LLC.

Our initial shareholders have agreed to waive their redemption rights with respect to any founder shares, private shares and any public shares held by them in connection with the consummation of our initial business combination.

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Insider Trading Policy

On March 28, 2025, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable stock exchange listing standards (the “Insider Trading Policy”).

The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Section 16(a) Beneficial Ownership Reporting Compliance

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On March 28, 2025, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any of the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and Nasdaq rules) and such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively, the “Covered Executives”).

The amount to be recovered will be the excess of the

incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board.

If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.

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All executive officers and directors as a group (four individuals)

Magnetar Financial LLC (5)

Shaw & Co., L.P.

AQR Capital Management, LLC (7)

Ramya Rao (6)

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Does not include certain shares indirectly owned by this individual as a result of his membership interest in the Sponsor.

Based on a Schedule 13G filed on January 29, 2025, by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”);

Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”);

Supernova Management LLC, a Delaware limited liability company (“Supernova Management”);

Snyderman, a citizen of the United States of America (“Mr.

The Schedule 13G relates to the ordinary shares held for Magnetar Constellation Master Fund, Ltd (“Constellation Master Fund”), Magnetar Xing He Master Fund Ltd (“Xing He Master Fund”), Magnetar SC Fund Ltd (“SC Fund”), Purpose Alternative Credit Fund Ltd (“Purpose Credit Fund”), all Cayman Islands exempted companies;

Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) a Delaware limited partnership;

Magnetar Alpha Star Fund LLC (“Alpha Star Fund”), Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund—T LLC (“Purpose Credit Fund – T”), all Delaware limited liability companies;

collectively (the “Magnetar Funds”).

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

As of December 31, 2024, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr.

Snyderman held 800,000 ordinary shares of the Company.

The amount consists of (A) 184,000 ordinary shares held for the account of Constellation Master Fund;

(B) 144,000 ordinary shares held for the account of Lake Credit Fund;

(D) 120,000 ordinary shares held for the account of Xing He Master Fund;

(E) 80,000 ordinary shares held for the account of Alpha Star Fund;

(F) 72,000 ordinary shares held for the account of Purpose Credit Fund;

(G) 56,000 ordinary shares held for the account of SC Fund;

and (H) 16,000 Shares held for the account of Purpose Credit Fund—T.

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr.

Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

Based on a Schedule 13G filed on January 24, 2025, by D.

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Two Manhattan West 375 Ninth Avenue, 52nd Floor, New York, NY 10001.

Based on a Schedule 13G filed on February 14, 2025, by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

The address of the principal business office of each reporting person is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.

Based on a Schedule 13G filed on February 14, 2025, by Ramya Rao, a citizen of the United Kingdom.

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The private units sold in the private placement (including the ordinary shares, private rights, and ordinary shares issuable upon conversion of private rights included in such private units) and the working capital units that may be issued upon conversion of working capital loans (including the ordinary shares, private rights, and ordinary shares issuable upon conversion of private rights included in such private units) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

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.

Except as set forth herein, no compensation of any kind, including finder’s and consulting fees, will be paid to our initial shareholders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

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A majority of the members of the entire audit committee will constitute a quorum.

Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

Without a meeting,

the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction.

A form of the audit committee charter that we will adopt prior to the consummation of the Initial Public Offering is filed as an exhibit to the registration statement of which this Annual Report is a part.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Marcum LLP, or Marcum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Marcum for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and quarterly reviews and services that are normally provided by Marcum in connection with regulatory filings.

During the period from July 24, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were $135,415 for the services Marcum performed in connection with the quarterly reviews of our unaudited interim financial information included in Form 10-Q and the audit of our December 31, 2024 financial statements included in this report and other required filings with the SEC.

As previously disclosed, on April 1, 2025, we were notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm of the Company.

On November 1, 2024, CBIZ CPAs P.C.

(“CBIZ”) acquired the attest business of Marcum.

On April 2, 2025, following Marcum’s resignation and with the approval of our Board of Directors, CBIZ was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

The following is a summary of fees paid to CBIZ and Marcum for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our annual financial statements and the review of financial statements included in our Quarterly Reports on Form 10-Q, as well as services provided by our independent registered public accounting firm in connection with statutory and regulatory filings.

For the year ended December 31, 2025, fees billed by CBIZ totaled $122,025 for services related to the review of the Company’s interim financial information included in Forms 10-Q and the audit of the Company’s financial statements as of and for the year ended December 31, 2025.

For the period from July 24, 2024 (inception) through December 31, 2024, fees billed by Marcum totaled $135,415 for services related to the review of the Company’s interim financial information included in Forms 10-Q and the audit of the Company’s financial statements for the year ended December 31, 2024.

Audit-Related Fees .

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These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the period from July 24, 2024 (inception) through December 31, 2024, no audit-related fees for our independent registered public accounting firm were incurred.

We did not pay Marcum for tax planning and tax advice during the period from July 24, 2024 (inception) through December 31, 2024.

During the year ended December 31, 2025 and for the period from July 24, 2024 (inception) through December 31, 2024,we did not pay any audit-related fees.

We did not pay any fees for tax planning and tax advice during the year ended December 31, 2025 and for the period from July 24, 2024 (inception) through December 31, 2024.

All Other Fees .

We did not pay Marcum for other services during the period from July 24, 2024 (inception) through December 31, 2024.

We did not pay any other fees during the year ended December 31, 2025 and for the period from July 24, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

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Financial Statements Schedule

(3) Exhibits:

The following documents are included as exhibits to this Annual Report:

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Share Escrow Agreement, dated December 19, 2024, by and among the Company, Continental, and certain security holders.

Consulting Agreement, dated June 1, 2025

Insider Trading Policy

Certification of Principal Executive Officer and Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Principal Financial and Accounting Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

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333-283518), filed with the SEC on December 12, 2024, as amended.

Incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on June 1, 2025.

Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 31, 2025.

FORM 10-K SUMMARY

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INDEX TO FINANCIAL STATEMENTS

December 31, 2024

DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Financial Statements:

Balance Sheet as of December 31, 2024

Statement of Operations for the Period from July 24, 2024 (Inception) through December 31, 2024

Statement of Changes in Shareholders’ Equity for the Period from July 24, 2024 (Inception) through December 31, 2024

Statement of Cash Flows for the Period from July 24, 2024 (Inception) through December 31, 2024

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and for the Period from July 24, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Equity for the Year Ended December 31, 2025 and for the Period from July 24, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and for the Period from July 24, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

To the Shareholders and Board of Directors of

Range Capital Acquisition Corp.

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We have audited the accompanying balance sheet of Range Capital Acquisition Corp.

(the “Company”) as of December 31, 2025, the related statements of operations, changes in shareholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses on or before June 23, 2026.

The Company lacks the capital resources that are needed to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance of the financial statements.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ CBIZ CPA S

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2024 (such date takes into account the acquisition of the attest business of Marcum LLP

by CBIZ CPAs P.C.

effective November 1, 2024).

New York , NY

March 24, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Range Capital Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Range Capital Acquisition Corp.

(the “Company”) as of December 31, 2024, the related statements of operations, changes in shareholders’ equity and cash flows for the period from July 24, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

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Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2024.

New York , NY

We believe that our audit

provides a reasonable basis for our opinion.

We have served as the Company’s auditor from 2024 to 2025.

March 28, 2025

RANGE CAPITAL ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

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Commitments And Contingencies (Note 6)

Ordinary shares subject to possible redemption, 10,000,000 shares at redemption value of $ 10.06 per share

Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of approximately $ 10.48 and $ 10.06 per share as of December 31, 2025 and 2024, respectively

Shareholders’ Equity

Preferred shares, $ 0.0001 par value;

Preference shares, $ 0.0001 par value;

100,000,000 shares authorized;

no ne issued and outstanding

none issued and outstanding

Ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

4,500,000 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) (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 December 31, 2025 and 2024, respectively (1)(2)

Additional paid-in

Accumulated deficit

Retained Earnings (Accumulated deficit)

Total Shareholders’ Equity

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

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

December 31, 2024 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.

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RANGE CAPITAL ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Formation and operating costs

STATEMENTS OF OPERATIONS

For the Period

from July 24,

Operating costs

Loss from operations

Other income:

Other income (expense):

Change on fair value of over-allotment option liability

Interest earned on investments held in Trust Account

Total Other income

Weighted average shares outstanding of redeemable ordinary shares

Basic and diluted net loss per ordinary share, redeemable ordinary shares

Weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic and diluted net loss per share, non-redeemable ordinary shares

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.

Interest earned on marketable securities held in Trust Account

Total other income, net

Net income (loss)

Weighted average redeemable shares outstanding

Basic and diluted net income (loss) per redeemable ordinary share

Weighted average non-redeemable

shares outstanding

Basic and diluted net income (loss) per non-redeemable

ordinary share

The accompanying notes are an integral part of these financial statements.

RANGE CAPITAL ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2025 AND

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

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Balance – December 31, 2024

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.

The accompanying notes are an integral part of these financial statements.

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 Public Rights

Remeasurement of carrying value to redemption value

Balance – December 31, 2025

The accompanying notes are an integral part of these financial s tate

RANGE CAPITAL ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

For The Period

from July 24,

2024 (Inception)

Cash Flows from Operating Activities:

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

Interest earned on investments held in Trust Account

Change in Fair Value of Over-allotment liability

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on marketable securities held in Trust Account

Change in Fair Value of Overallotment liability

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses and other current assets

Accounts payable and accrued expenses

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Cash Flows from Investing Activities:

Investment of cash into Trust Account

Investment of cash in Trust Account

( 100,500,000

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Cash Flows from Financing Activities:

Proceeds from share subscription receivable from shareholder

Proceeds from issuance of representative shares

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Underwriters’ reimbursement

Proceeds from share subscription receivable from shareholder

Proceeds from Issuance of Representative shares

Proceeds from promissory note - related party

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Cash – Beginning of period

Cash – End of year

Cash – End of period

investing and financing activities:

Remeasurement of carrying value to redemption value

Deferred offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of non-redeemable ordinary shares

Accretion of redeemable ordinary shares to redemption value

Deferred offering costs paid by Sponsor in exchange for issuance of non-redeemable

ordinary shares

The accompanying notes are an integral part of these financial statements.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 2024

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 24, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

ORGANIZATION AND BUSINESS OPERATIONS

Range Capital Acquisition Corp.

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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 .

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 .

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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, as described below.

Treasuries and meeting certain conditions underRule2a-7ofthe 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, as described below.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination.

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 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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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 aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to us to pay our taxes, if any (less $ 100,000 to pay liquidation and dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it would receive if the Company fails to complete a Business Combination within the Combination Period.

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.

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 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 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 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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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.

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 $ 881,853 in cash and no cash equivalents as of December 31, 2024.

The Company had $ 313,322 and $ 881,853 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Investments Held in Trust Account

At 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.

At December 31, 2025 and 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.

Trading securities are presented on the balance sheets 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.

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

For the period from July 24, 2024 (inception) through December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

For the year ended December 31, 2025 and 2024, the Company did not withdraw any interest earned on the Trust Account.

Concentration of Credit Risk

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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.

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

.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

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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 December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 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 of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “ Fair Value Measurement

,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

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

assets and liabilities that are-measured

and reported at fair value at least annually.

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

assets and liabilities that are measured and reported at fair value at least annually.

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.

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For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued

at each reporting date, with changes in the fair value reported in the statement of operations.

at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current

Derivative liabilities are classified in the balance sheets as current or non-current

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 over-allotment option at the closing of Initial Public Offering on December 23, 2024.

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.

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”.

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.

Net Income (Loss) per Ordinary Share

Net income (loss) per share is computed by dividing net income (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 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 December 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 loss per share is the same as basic loss per share for the periods 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:

As a result, diluted income (loss) 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 (loss) per share for each class of ordinary shares:

For the Year Ended December 31,

For the Period from July 24,

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Non-Redeemable

Basic and diluted net loss per ordinary share:

Allocation of net loss, basic and diluted

Non- Redeemable

Basic and diluted net income (loss) per ordinary share:

Allocation of net income (loss), basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net loss per ordinary share

Basic and diluted net income (loss) per ordinary share

Ordinary Shares Subject to Possible Redemption

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capital (to the extent available) and accumulated equity.

Accordingly, as of 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 December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as December 31, 2025 and 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 December 31, 2025 and 2024, the ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

Ordinary Shares subject to possible redemption

Gross proceeds

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Remeasurement of carrying value to redemption value

Ordinary Shares subject to possible redemption, December 31, 2024

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 – December 31, 2025

Recently Issued Accounting Standards

The Company complies with ASU 2023-07,

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

The Company adopted ASU 2023-07

during the period of the audit.

The amendments will be applied retrospectively to all prior periods presented in the accompanying financial statements (see Note 9).

In December 2023, the FASB issued ASU2023-09,

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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.

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 pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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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

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

of one ordinary share.

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If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

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

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 PARTY TRANSACTIONS

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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.

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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.

As of the issuance date of these financial statements, 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.

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

for a period of 180 days immediately following the date of the effectiveness of the Initial Public Offering Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

for a period of 180 days immediately following the date of the effectiveness of the Initial Public Offering.

Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the Initial Public Offering, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners, provided that all securities so transferred remain subject to the lockup restriction above for the remainder of the time period.

Promissory Note — Related Party

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

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

Administration Fee

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

As of December 31, 2024, the Company incurred $ 1,667 of administrative services fees which was included in accrued expenses line in the accompanying balance sheet.

As of December 31, 2025 and 2024, the Company incurred $ 122,667 and $ 1,667 , respectively, of administrative services fees which were included in operating expenses on the statements of operations.

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

Related Party Loans

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The Units would be identical to the Private Placement Units.

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

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

Special Advisors

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

Consulting Agreement

On June 1, 2025, the Company entered into a Consulting Agreement with Kujo Capital, LLC, a Wyoming limited liability company (“Consultant”) 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.

The agreement was originally effective through

December 31, 2025 , and was subsequently extended for an additional six months, during which the Consultant is entitled to a monthly fee of $ 7,500 .

For the year ended December 31, 2025, the Company incurred and paid $ 52,500 , in consulting fees.

For the year ended December 31, 2024, the Company has no t incurred or paid any consulting fees.

COMMITMENTS AND CONTINGENCIES

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Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing military conflicts in Ukraine, the Middle East (including Iran) and other regions.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

The invasion of Ukraine by Russia and the escalation of the military conflicts in the Middle East (including Iran) and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”).

ASC 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted.

The Company is currently evaluating the impact of the OBBBA on its financial statements and related disclosures.

Based on its preliminary assessment, the Company does not expect the provisions of the OBBBA to have a material impact on its financial statements or related disclosures.

Any of the above-mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

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 December 31, 2024, there were no preference shares issued or outstanding.

Preference Shares

— The Company is authorized to issue 100,000,000 preference 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 December 31, 2025 and 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 December 31, 2024, there were 4,500,000 ordinary shares issued and outstanding which includes (i) 3,833,333 Founder Shares, of which an aggregate of up to 500,000 ordinary shares are 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 Placement Shares), (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering, excluding 10,000,000 shares subject to possible redemption.

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.

As of December 31, 2025 and 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 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.

At December 31, 2025, shares outstanding includes (i) 3,833,333 Founder Shares, (ii) 266,667 EBC Founder Shares, and (iii) 400,000 Private Placement Shares issued at the closing of the Initial Public Offering and 37,500 Private Placement Shares issued at the closing of the over-allotment option on January 3, 2025.

Upon the underwriters’ exercise of their over-allotment option in full, no shares were subject to forfeiture related to the over-allotment option.

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

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

December 31, 2025

December 31, 2024

Investments held in Trust Account

Over-allotment option liability

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

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

Treasury securities.

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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.

The Company used a Black-Scholes model to value the over-allotment option upon its inception on December 23, 2024 and at December 31, 2024.

The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement dates 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.

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

in the statements of changes in 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.

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

The key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:

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

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

All activity for the period from July 24, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the Initial Public Offering.

All activity for the year ended December 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 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.

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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 Period

from July 24,

2024 (Inception)

December 31, 2024

Formation and operating costs

Operating costs

Interest earned on investments held in Trust Account

The key measures of segment profit or loss reviewed by the

CODM are formation and operating costs and 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.

Formation and 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 formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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 financial statements were issued.

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

On December 31, 2024, the underwriters the Company, 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 units (the “Private Placement Units”) to the Sponsor and EarlyBirdCapital, Inc.

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

On January 8, 2025, the Company announced that the holders of the Company’s Units may elect to separately trade the ordinary shares and rights included in the Units commencing on January 13, 2025.

Those Units that are not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “RANGU” and the ordinary shares and rights that are separated will trade on Nasdaq under the symbols “RANG” and “RANGR,” respectively.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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/s/ Tim Rotolo

Chief Executive Officer and Chief Financial Officer

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 24, 2026.

1 unchanged sentence

/s/ Tim Rotolo

Chairman, Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

Chairman and Chief Executive Officer

(Principal Executive Officer Officer)

/s/ Andrew Kucharchuk

Andrew Kucharchuk

Chief Financial Officer

(Principal Financial and Accounting Officer)

/s/ James Grigor

3 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 9A. Controls and Procedures