Range Capital Acquisition Corp. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. There were no sales of unregistered securities during the quarterly period covered by this Quarterly Report. Initial Public Offering On December 23, 2024, we consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Units, generating gross proceeds of $100,000,000. Each Unit consists of one ordinary share and one right, entitling the holder to receive one-tenth of one ordinary share upon completion of an initial Business Combination. Simultaneously with the closing of the Initial Public Offering, the Sponsor and EarlyBird Capital, Inc., the representative of the underwriters, purchased an aggregate of 400,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement 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 Option Units at $10.00 per Unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. The over-allotment option closed on January 3, 2025. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000. Following the closings of the Initial Public Offering on December 23, 2024 and the over-allotment on January 3, 2025, an aggregate of $115,575,000 was placed in the Trust Account. The proceeds held in the Trust Account will be invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders. We paid a total of $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 a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. Extraordinary General Meeting and Redemptions of Public Shares On June 18, 2026, the Company held the “Meeting where the shareholders agreed, by way of special resolution, to adopt the Amendment. Under the Amendment, the Company may extend the deadline by which it must consummate an initial Business Combination on a monthly basis 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 for each Monthly Extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination. 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. Item 3. Defaults Upon Senior Securities None Item 4. Mine Safety Disclosures Not applicable