What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-13 compared with 2025-11-10 · 28 added, 66 removed, 64 unchanged (59% of the section changed)

1 unchanged sentence

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Range Capital Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Range Capital Acquisition Sponsor, LLC, and references to “EBC” refers to EarlyBirdCapital, Inc.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

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A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial Public Offering”) filed with the U.S.

Securities and Exchange Commission (the “SEC”).

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

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

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

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

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Recent Developments

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

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

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

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

Al 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.

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

Tim Rotolo’s resignation.

On April 14, 2026, the Company issued the Note in the principal amount of up to $1,500,000 to 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 upon request by the Company.

The Note does not bear interest and the principal balance will be payable on 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 the 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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from July 24, 2024 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.

Our only activities from July 24, 2024 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.

We do not expect to generate any operating revenues until after the completion of our Business Combination.

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

For the three months ended September 30, 2025, we had net income of $1,076,410, which consisted of interest earned on marketable securities held in Trust Account of $1,243,051 partially offset by operational costs of $166,641.

For the nine months ended September 30, 2025, we had net income of $3,023,739, which consisted of interest earned on marketable securities held in Trust Account of $3,672,065 partially offset by operational costs of $647,880 and change on over-allotment liability of $446.

For the period from July 24, 2024 (inception) through September 30, 2024, we had net loss of $27,788, which consisted of formation and operating costs.

For the three months ended March 31, 2026, we had net income of $857,705, which consisted of interest earned on investments held in Trust Account of $1,070,686, partially offset by operational costs of $212,981.

For the three months ended March 31, 2025, we had net income of $905,990, which consisted of interest earned on investments held in Trust Account of $1,205,409 partially offset by operational costs of $298,973 and change on over-allotment liability of $446.

Liquidity and Capital Resources

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

For the nine months ended September 30, 2025, cash used in operating activities was $481,583.

Net income of $3,023,739 was affected by interest earned on investments held in the Trust Account of $3,672,065 and change in fair value of over-allotment liability of $446.

For the three months ended March 31, 2026, cash used in operating activities was $233,930.

Net income of $857,705 was affected by interest earned on investments held in the Trust Account of $1,070,686.

Changes in operating assets and liabilities used $20,949 of cash for operating activities.

For the three months ended March 31, 2025, cash used in operating activities was $272,490.

Net loss of $905,990 was affected by interest earned on investments held in the Trust Account of $1,205,409 and change in fair value of over-allotment liability of $446.

Changes in operating assets and liabilities provided $26,483 of cash for operating activities.

For the period from July 24, 2024 (inception) to September 30, 2024, cash used in operating activities was $20,720.

Net loss of $27,788 was affected by changes in operating assets and liabilities provided $7,068 of cash for operating activities.

For the nine months ended September 30, 2025, cash used in investing activities was $15,075,000 consisting entirely of cash invested into the Trust Account in connection with the Company’s Initial Public Offering.

For the nine months ended September 30, 2025, cash provided by financing activities was $15,093,750, consisting of $14,718,750 in proceeds from sale of Units, net of underwriting discounts paid and $375,000 in proceeds from sale of Private Place Units.

For the period from July 24, 2024 (inception) to September 30, 2024, cash provided by financing activities was $44,399, consisting of $25,000 in proceeds from share subscription receivable from shareholder, $2,319 in proceeds from issuance of Representative shares, $20,720 in proceeds from promissory note – related party, offset by $3,640 in payment of offering costs.

As of September 30, 2025, we had investments held in the Trust Account of $119,343,543.

As of March 31, 2026, we had investments held in the Trust Account of $121,580,626.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of September 30, 2025, we had cash of $419,020.

As of March 31, 2026, we had cash of $4,392.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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

At September 30, 2025 and December 31, 2024, no Working Capital Loans were outstanding.

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

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

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

The Note does not bear interest and the principal balance will be payable on the Maturity Date.

We have until June 23, 2026, to consummate the initial Business Combination (assuming no extensions).

If we do not complete a Business Combination, we 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 our 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 period of at least one year from the issuance date of these financial statements.

Management has determined the Company’s insufficient liquidity raises substantial doubt about the Company’s ability to continue as a going concern.

Management has determined the Company’s insufficient liquidity, together with the potential for liquidation if a business combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2025.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported.

Making estimates requires management to exercise significant judgement.

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 materially differ from those estimates.

The Company reported its Share Rights included in its Units at fair value as the date of the initial public offering.

The fair value of our Share Rights was determined using an iterative analysis based on market comparable.

The model requires management to make assumptions related to the Company’s probability of completing an initial Business Combination.

Significant uncertainty exists in the model and the underlying assumptions.

Deviations from these estimates could result in a significate difference to our financial results.

Over-allotment Option

The Company reports its over-allotment option at fair value.

Changes in the estimated fair value of the over-allotment option are recognized as non-cash gains or losses in the statements of operations.

The fair value of our over-allotment option was determined using a Black-Scholes valuation model.

The Black-Scholes valuation model uses significant inputs 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.

As each of these items are out of the control of management, significant uncertainty exists in the Black-Scholes valuation model and the underlying assumptions.

Deviations from these estimates could result in a significate difference to our financial results.

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

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

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

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

The PWERM is a multistep process in which value is estimated based on the probability-weighted present value of various future outcomes and requires significant estimates by management.

The PWERM model requires management to make assumptions related to the Company’s stock volatility, the risk-free rate, a discount for lack of marketability, and the probability of successfully completing its initial public offering and closing on a business combination.

As each of these items are out of the control of management, significant uncertainty exists in the PWERM model and the underlying assumptions.

Deviations from these estimates could result in a significate difference to our financial results.

Recent Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 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 standards, 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 standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

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 2. Management’s Discussion and Analysis