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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-13 · 48 added, 23 removed, 69 unchanged (51% of the section changed)

23 unchanged sentences

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

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

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 (the “Public Shares”) 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 EarlyBird Capital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $4,000,000.

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Recent Developments

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.

Extraordinary General Meeting

On June 18, 2026, the Company held an extraordinary general meeting of shareholders (the “Meeting”) where the shareholders agreed, by way of special resolution, to adopt an amendment (the “Amendment”) to the Company’s amended and restated memorandum and articles (the “Articles”, together with the Amendment, the “Amended Articles”).

Under the Amendment, in lieu of the previous deadline to consummate its Business Combination by June 23, 2026 (18 months from the closing of the Initial Public Offering), the Company may extend the deadline by which it must consummate an initial Business Combination (such period as prescribed under the Amended Articles, the “Combination Period”) on a monthly basis (each a “Monthly Extension”) for up to nine times until March 23, 2027 (up to 27 months from the closing of the Initial Public Offering), provided that the Sponsor or its affiliate or permitted designees will deposit into the Trust Account an amount equal to the lesser of (x) $0.03 per each Public Share outstanding following any redemptions of Public Shares effected in connection with the Meeting or (y) $60,000 (each a “Extension Contribution”, collectively, the “Extension Contributions”) for each Monthly Extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.

In addition, the Amendment further reduce the liquidation and dissolution expenses that can be deducted from the interests earned on the funds held in the Trust Account from $100,000 to $20,000.

In connection with the vote to approve the Amendment, holders of 9,339,529 ordinary shares exercised their right to redeem their ordinary shares for cash at a redemption price of approximately $10.65 per share, for an aggregate redemption amount of approximately $99,492,433.31.

As a result, approximately $23,015,134.62 remained in the Trust Account and 2,160,471 ordinary shares remain outstanding immediately after the Meeting.

Working Capital Note and Extension Note

On April 14, 2026, the Company issued an unsecured promissory note (the “Working Capital 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 Working Capital 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 Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital 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 Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable.

During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note.

On June 18, 2026, the Company issued another unsecured promissory note (the “Extension Note”) in the principal amount of up to $540,000 to its Sponsor, to be drawn down in connection with the Extension Contributions.

The Extension Note does not bear interest and the principal balance will be payable on the earlier of:

(i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.

In the event that the Company does not consummate an initial business combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any.

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

As of June 30, 2026, $60,000 was drawn down under the Extension Note and deposited into the Trust Account.

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 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.

Our only activities from July 24, 2024 (inception) through June 30, 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 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.

For the three months ended June 30, 2026, we had net income of $721,691, which consisted of interest earned on investments held in Trust Account of $995,027, offset by operational costs of $273,336.

For the six months ended June 30, 2026, we had net income of $1,579,396, which consisted of interest earned on investments held in Trust Account of $2,065,713, offset by operational costs of $486,317.

For the three months ended June 30, 2025, we had net income of $1,041,339, which consisted of interest earned on marketable securities held in Trust Account of $1,223,605, offset by operational costs of $182,266.

For the six months ended June 30, 2025, we had net income of $1,947,329, which consisted of interest earned on marketable securities held in Trust Account of $2,429,014, offset by operational costs of $481,239 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 three months ended March 31, 2026, cash used in operating activities was $233,930.

For the six months ended June 30, 2026, cash used in operating activities was $348,460.

Net income of $1,579,396 was affected by interest earned on investments held in the Trust Account of $2,065,713.

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 $137,857 of cash for operating activities.

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

For the six months ended June 30, 2025, cash used in operating activities was $371,371.

Net income of $1,947,329 was affected by interest earned on investments held in the Trust Account of $2,429,014 and change in fair value of over-allotment liability of $446.

Changes in operating assets and liabilities provided $109,868 of cash for operating activities.

As of June 30, 2026, we had investments held in the Trust Account of $23,143,220.

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

As of June 30, 2026, we had cash of $1,862.

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.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment.

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.

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).

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 Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital Note being converted divided by $10.00, rounded up to the nearest whole number.

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

During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note.

We have the Combination Period to consummate the initial Business Combination (assuming no further 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.

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Off-Balance Sheet Arrangements

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

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

Special Advisors

Jonathan Rotolo and William Callanan serve as special advisors to the Company to (i) assists the Company in sourcing, negotiating and consummating a potential Business Combination, (ii) provide their business insights when the Company assesses potential Business Combination targets and (iii) upon the Company’s requests, provide their business insights as the Company works to create additional value in the businesses that the Company acquires.

The Company has no written advisory agreements with either of these individuals and they have no other employment or compensation arrangements with the Company.

They will not serve on the board or any committee thereof, nor will they have any voting or decision-making capacity on the Company’s behalf.

They will also not be required to devote any specific amount of time to the Company’s efforts or be subject to the fiduciary requirements to which the board members are subject.

Accordingly, if either becomes aware of a Business Combination opportunity which is suitable for the Company, they are under no obligation to introduce it to the Company before any other prospective acquiror.

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

Critical Accounting Estimates

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis