What changed in this filing

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Item 1. Financial Statements

2026-05-13 compared with 2025-11-10 · 160 added, 223 removed, 306 unchanged (56% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

March 31, 2026

Current assets

1 unchanged sentence

Total Current assets

Long-term prepaid insurance

Investments held in Trust Account

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

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

Current liabilities

1 unchanged sentence

Accounts payable and accrued expenses

Over-allotment option liability

Total Liabilities

Commitments And Contingencies (Note 6)

Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of approximately $ 10.38 and $ 10.06 per share as of September 30, 2025 and December 31, 2024, respectively

Shareholders’ Equity

Ordinary shares subject to possible redemption, 11,500,000 shares at redemption value of approximately $ 10.57 and $ 10.48 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ (Deficit) Equity

Preference shares, $ 0.0001 par value;

3 unchanged sentences

500,000,000 shares authorized;

4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively (1)(2)

4,537,500 issued and outstanding (excluding 11,500,000 subject to possible redemption) as of March 31, 2026 and December 31, 2025 (1)

Additional paid-in

Retained Earnings (Accumulated deficit)

Total Shareholders’ Equity

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

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).

(Accumulated deficit)/ Retained Earnings

Total Shareholders’ (Deficit) Equity

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

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

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

RANGE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

For the Three

September 30,

For the Period

from July 24,

September 30,

Operating costs

Formation and operational costs

Loss from operations

Other income (expense):

Other income:

Change on fair value of over-allotment option liability

Interest earned on marketable securities held in Trust Account

Total other income (expense), net

Net income (loss)

Interest earned on investments held in Trust Account

Total other income

Weighted average redeemable shares outstanding

2 unchanged sentences

shares outstanding

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

Basic and diluted net income per non-redeemable

ordinary share

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

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

RANGE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

2 unchanged sentences

Balance – January 1, 2026

Sale of 37,500 Private Placement Units

Fair value of rights included in Public Units

Fair value of over-allotment exercised

Allocated value of transaction costs to Class A ordinary shares

Remeasurement of carrying value to redemption value

Accretion for redeemable ordinary shares to redemption amount

Balance – March 31, 2026

Remeasurement of carrying value to redemption value

Balance – June 30, 2025

Remeasurement of carrying value to redemption value

Balance – September 30, 2025

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

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Ordinary Shares

1 unchanged sentence

Shareholders’

Balance — July 24, 2024 (Inception)

Ordinary shares issued to Sponsor

Ordinary shares issued to underwriter

Collection of stock subscription receivable from shareholder

Balance – September 30, 2024 (unaudited)

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

Balance – January 1, 2025

Sale of 37,500 Private Placement Units

Fair value of rights included in Public Units

Fair value of over-allotment exercised

Allocated value of transaction costs to Pubic Rights

Accretion for redeemable ordinary shares to redemption amount

Balance – March 31, 2025

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

RANGE CAPITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CASH FLOWS

September 30,

July 24, 2024

(Inception) To

September 30,

CONDENSED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

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

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

Interest earned on investments held in Trust Account

Change in Fair Value of Over-allotment liability

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses

Due from Sponsor

Accounts payable and accrued expenses

1 unchanged sentence

Cash Flows from Investing Activities:

Investment of cash in Trust Account

Investment of cash into Trust Account

Net cash used in investing activities

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Public Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Units

Proceeds from share subscription receivable from shareholder

Proceeds from Issuance of Representative shares

Proceeds from promissory note – related party

Payment of offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net Change in Cash

1 unchanged sentence

Cash - End of period

investing and financing activities:

Remeasurement of carrying value to redemption value

Deferred offering costs included in accrued offering costs

Fair Value of EBC founder shares charged to Deferred offering costs

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

Supplemental disclosure of noncash investing and financing activities:

Accretion of redeemable ordinary shares to redemption value

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

ORGANIZATION AND BUSINESS OPERATIONS

2 unchanged sentences

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

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through September 30, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from July 24, 2024 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below.

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

3 unchanged sentences

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., (“EBC”) the representative of the underwriters in the Initial Public Offering, 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 EarlyBird Capital, 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 .

7 unchanged sentences

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 Rule2a-7of

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 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.

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.

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company, or such other vote as required by law or stock exchange rule.

14 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

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”).

7 unchanged sentences

and Article 8 of Regulation S-X

Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.

Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows.

2 unchanged sentences

as filed with the SEC on March 25, 2026.

The interim results for the nine months ended September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Segment Reporting

9 unchanged sentences

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.

This may make comparison of the Company’s unaudited condensed financial statements 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.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

The preparation of unaudited condensed financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

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 $ 419,020 and $ 881,853 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

The Company had $ 4,392 and $ 313,322 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Investments Held in Trust Account

At September 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

As of March 31, 2026 and December 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

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

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

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

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

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

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

For the nine months ended September 30, 2025, the Company did not withdraw any interest earned on the Trust Account.

For the three months ended March 31, 2026 and 2025, the Company did not withdraw any interest earned on the Trust Account.

Concentration of Credit Risk

1 unchanged sentence

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

As of September 30, 2025, the Company has not experienced losses on this account.

As of March 31, 2026 and December 31, 2025, the Company has not experienced losses on this account.

Offering Costs

1 unchanged sentence

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

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

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 offering costs consist of underwriting, legal, and other expenses incurred through the condensed 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 unaudited condensed 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.

1 unchanged sentence

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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

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

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

1 unchanged sentence

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

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025 and December 31, 2024.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2026 and December 31, 2025.

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

2 unchanged sentences

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The Company is considered to be an exempted Cayman Islands company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

In accordance with Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements.

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 condensed balance sheets, primarily due to their short-term nature.

Fair Value Measurements

12 unchanged sentences

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 unaudited condensed 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

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

Derivative liabilities are classified in the condensed 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 condensed balance sheets date.

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.

At 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 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”.

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

MARCH 31, 2026

Net Income per Ordinary Share

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

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

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

At September 30, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (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 Three Months Ended

September 30, 2025

For the Nine Months Ended

September 30, 2025

For the Period from

July 24, 2024

(Inception) Through

September 30, 2024

Non-redeemable

As of March 31, 2026 and 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 income per share is the same as basic income per share for the period presented.

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

For the Three Months Ended March

Basic and diluted net income per ordinary share:

Non- Redeemable

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

For the Three Months Ended March

Basic and diluted net income per ordinary share:

Non- Redeemable

Basic and diluted net income (loss) per share:

Allocation of net income (loss), basic and diluted

Allocation of net income, basic and diluted

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Basic and diluted net income per ordinary share

Ordinary Shares Subject to Possible Redemption

6 unchanged sentences

capital (to the extent available) and accumulated equity.

Accordingly, as September 30, 2025 and December 31, 2024, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of September 30, 2025 and December 31, 2024, the ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of March 31, 2026 and December 31, 2025, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s condensed balance sheets.

As of March 31, 2026 and December 31, 2025, the ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Ordinary Shares subject to possible redemption

Gross proceeds

Proceeds allocated to Public Rights

Proceeds allocated to over-allotment option

Ordinary shares issuance costs

Remeasurement of carrying value to redemption value

Balance – December 31, 2025

Gross proceeds from exercise of over-allotment option

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

Ordinary shares issuance costs from exercise of over-allotment option

Remeasurement of carrying value to redemption value

Balance – March 31, 2026

Remeasurement of carrying value to redemption value

Balance - June 30, 2025

Remeasurement of carrying value to redemption value

Balance - September 30, 2025

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Recently Issued 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’s management does not believe the adoption of ASU 2023-09

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

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

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 unaudited condensed financial statements.

Liquidity, Capital Resources and Going Concern

As of September 30, 2025, the Company had $ 419,020 in cash and working capital of $ 342,927 .

As of March 31, 2026, the Company had $ 4,392 in cash and working capital deficit of $ 2,286 .

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

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

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

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

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

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

5 unchanged sentences

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

PRIVATE PLACEMENT

6 unchanged sentences

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.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

RELATED PARTY TRANSACTIONS

14 unchanged sentences

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 statements, 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 unaudited condensed 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.

7 unchanged sentences

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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

1 unchanged sentence

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.

Promissory Note — Related Party

Prior to the Initial Public Offering, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest

bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

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

As of September 30, 2025 and December 31, 2024, the Company had borrowed $ 0 under the promissory note and no other borrowing are permitted under this loan agreement.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

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.

Administration Fee

1 unchanged sentence

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

As of September 30, 2025 and December 31, 2024, the Company incurred $ 92,667 and $ 1,667 , respectively, of administrative services fees which were included in operating expenses on the statement of operations.

At September 30, 2025 and December 31, 2024, $ 0 and $ 1,667 was outstanding and reported as accrued expenses on the accompanying balance sheets, respectively.

For the three months ended March 31, 2026 and 2025, the Company recognized $ 30,000 and $ 32,667 in administrative fees, respectively.

As of March 31, 2026 and December 31, 2025, no amounts had been accrued and remained unpaid under this agreement, respectively.

Related Party Loans

4 unchanged sentences

The Units would be identical to the Private Placement Units.

As of September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Special Advisors

7 unchanged sentences

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.

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

The agreement is effective through December 31, 2025 , with the Consultant entitled to a monthly fee of $ 7,500 .

For the three and nine months ended September 30, 2025, the Company incurred and paid $ 22,500 and $ 30,000 , respectively, in consulting fees.

For the three and nine months ended September 30, 2024, the Company has no t incurred or paid any consulting fees.

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 three months ended March 31, 2026, the Company incurred and paid $ 22,500 , in consulting fees.

For the three months ended March 31, 2025, the Company has no t incurred or paid any consulting fees.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

COMMITMENTS AND CONTINGENCIES

7 unchanged sentences

Underwriting Agreement

The Company granted the underwriters a 45 -dayoption

from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

The Company granted the underwriters a 45 -day

option from the date of Initial Public Offering to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

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

2 unchanged sentences

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Business Combination Marketing Agreement

4 unchanged sentences

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.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 new law.

However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements.

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

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 September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Ordinary Shares— The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

The Company is currently evaluating the impact of the OBBBA on its unaudited condensed 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 unaudited condensed 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 and Iran conflicts 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’ (DEFICIT) EQUITY

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.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Ordinary Shares—

The Company is authorized to issue 500,000,000 ordinary shares with a par value of $ 0.0001 per share.

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

As of September 30, 2025 and December 31, 2024, there were 4,537,500 and 4,500,000 ordinary shares issued and outstanding, respectively, excluding 11,500,000 and 10,000,000 shares subject to redemption.

At 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 September 30, 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.

As of March 31, 2026 and December 31, 2025, there were 4,537,500 ordinary shares issued and outstanding, excluding 11,500,000 shares subject to redemption.

As of March 31, 2026, 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.

As of March 31, 2026, 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.

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Rights— 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

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

(1/10) of one ordinary share upon consummation of the initial Business Combination.

6 unchanged sentences

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of September 30, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30, 2025

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

March 31, 2026

December 31, 2025

Investments held in Trust Account

Over-allotment option liability

At September 30, 2025 and December 31, 2024, investments held in the Trust Account were held in money market funds which are invested primarily in U.S.

As of March 31, 2026 and December 31, 2025, investments held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

1 unchanged sentence

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

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

and was presented within liabilities on the balance sheet.

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

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

in the statement of shareholders’ equity.

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

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

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

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

Treasury zero-coupon

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

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

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

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

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

December 31, 2024

Risk-free interest rate

Expected term (years)

Expected volatility

Exercise price

Fair value of over-allotment Unit

NOTE 9 — SEGMENT INFORMATION

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

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

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

As of September 30, 2025, the Company had not commenced any operations.

All activity for the nine months ended September 30, 2025 relates to the Company’s formation and the Initial Public Offering.

MARCH 31, 2026

NOTE 9 — SEGMENT INFORMATION

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

As of March 31, 2026 and December 31, 2025, the Company had not commenced any operations.

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.

7 unchanged sentences

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

September 30,

Operating costs

Formation and operational costs

Interest earned on investments held in Trust Account

RANGE CAPITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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

3 unchanged sentences

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, that would have required adjustment or disclosure in the financial statements other than disclosed in the Notes.

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

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

On April 14, 2026, the Company issued an unsecured promissory note (the “Note”) in the principal amount of up to $ 1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of the Sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company.

The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”).

In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Note being converted divided by $ 10.00 , rounded up to the nearest whole number.

The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering dated December 19, 2024 and filed with the U.S.

Securities and Exchange Commission, including the transfer restrictions applicable thereto.

The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

Subsequent to March 31, 2026, the Company has drawn $ 47,000 under the Note.

On May 5, 2026, the Company filed a definitive proxy statement with the SEC in connection with an extraordinary general meeting of shareholders scheduled for June 18, 2026.

At the meeting, shareholders will be asked to approve an amendment to the Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination to December 23, 2026.

Shareholders will have the right to redeem their public shares in connection with the proposed extension.

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-Q

Item 1. Financial Statements