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Item 1. Financial Statements

2026-05-15 compared with 2025-11-07 · 223 added, 178 removed, 258 unchanged (61% of the section changed)

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RANGE CAPITAL ACQUISITION CORP II

CONDENSED BALANCE SHEET

SEPTEMBER 30, 2025

CONDENSED BALANCE SHEETS

Current Assets

Prepaid expenses

Total current assets

Deferred offering costs

Liabilities and Shareholders’ Deficit

Long-term prepaid insurance

Marketable securities held in Trust Account

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:

Current liabilities

Accounts payable and accrued expenses

Accrued offering costs

Accrued expenses

Promissory note – related party

Total current liabilities

Deferred underwriting fee

Total Liabilities

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

23,000,000 shares at redemption value of approximately $ 10.18 and $ 10.09 per share as of March 31, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

Preference shares, $ 0.0001 par value;

Preferred shares, $ 0.0001 par value;

100,000,000 shares authorized;

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490,000,000 shares authorized;

none issued or outstanding

660,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

7,666,667 shares issued and outstanding (1)

7,666,667 shares issued and outstanding as of March 31, 2026 and December 31, 2025

Additional paid-in

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Total Shareholders’ Deficit

Total Liabilities and Shareholders’ Deficit

Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On October 6, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 1,000,000 Class B ordinary shares are no longer subject to forfeiture (see Note 5).

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

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

RANGE CAPITAL ACQUISITION CORP II

CONDENSED STATEMENTS OF OPERATIONS

Formation, general, and administrative costs

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

General and administrative costs

Loss from Operations

Weighted average shares outstanding, Class B ordinary shares (1)

Basic and diluted net loss per share, Class B ordinary shares

Excludes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On October 6, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 1,000,000 Class B ordinary shares are no longer subject to forfeiture (see Note 5)

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

Other income:

Investment income – bank

Interest earned on marketable securities held in Trust Account

Total other income

Weighted average shares outstanding of redeemable ordinary shares

Basic and Diluted net income per ordinary share, redeemable ordinary shares

Weighted average shares outstanding of non-redeemable

ordinary shares

Basic and Diluted net income per ordinary share, non-redeemable

ordinary shares

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

RANGE CAPITAL ACQUISITION CORP II

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND

FOR THE PERIOD FROM MAY 22, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Ordinary Shares

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Shareholders’

Balance – May 22, 2025 (Inception)

Class B ordinary shares issued to initial shareholders (1)

Balance — June 30, 2025

Balance — September 30, 2025

Includes up to 1,000,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters.

On October 6, 2025, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 1,000,000 Class B ordinary shares are no longer subject to forfeiture (see Note 5).

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

Balance – December 31, 2025

Remeasurement of Class A Ordinary Shares to redemption amount

Balance – March 31, 2026

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

RANGE CAPITAL ACQUISITION CORP II

CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 22, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025

FOR THE THREE MONTHS ENDED MARCH 31, 2026

Cash Flows from Operating Activities:

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

Interest earned on marketable securities held in Trust Account

Changes in operating assets and liabilities:

Prepaid expenses

Long Term prepaid insurance

Accrued expenses

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from issuance of founder shares

Proceeds from promissory note – related party

Payment of deferred offering costs

Net cash provided by financing activities

Net Change in Cash

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Supplemental Disclosure of Non-cash

Deferred offering costs included in accrued offering costs

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

Remeasurement of Class A ordinary shares to redemption value

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

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Note 1 — Organization and Business Operations

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The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

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

All activity for the period from May 22, 2025 (inception) through September 30, 2025 relates to the Company’s formation and the Initial Public Offering, which is described below.

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

All activity for the period from May 22, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

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

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On October 6, 2025, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 .

Each Unit consists of one Class A ordinary share and one-half

Each Unit consists of one Class A ordinary share (“Class A Ordinary Share”) and one-half

of one redeemable warrant (each, a “Public Warrant”).

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To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial

Business Combination activity.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination upon completion of our initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled to redeem their shares at a per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.

The public shareholders will be entitled to redeem their shares at aper-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations.

The amount in the Trust Account is initially invested at $ 10.00 per Public Share.

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Because each of the officers and directors will own ordinary shares or units directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00

per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims 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”).

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims 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”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company.

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NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

MARCH 31, 2026

Liquidity and Going Concern

As of March 31, 2026, the Company had cash of $ 922,610 and working capital of $ 924,689 .

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.

Management has determined the liquidity issue raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed financial statements are issued.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form10-Qand Article 8 of Regulation S-X

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.

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In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on October 6, 2025, as well as the Company’s Current Report on Form 8-K,

as filed with the SEC on October 14, 2025.

The interim results for the period from May 22, 2025 (inception) through September 30, 2025, are not necessarily indicative of the results to be expected for the period ending December 31, 2025 or for any future periods.

Emerging Growth Company Status

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K

for the period ended December 31, 2025, as filed with the SEC on March 25, 2026 (“Annual Report”).

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

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

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Use of Estimates

The preparation of these unaudited condensed financial statements in conformity with U.S.

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 periods.

The preparation of the unaudited condensed financial statements in conformity with GAAP requires 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 revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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

Cash and Cash Equivalents

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 $ 9,280 cash and no cash equivalents as of September 30, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

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.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99

and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional costs to be incurred, will be charged to operations.

Should the Initial Public offering prove to be successful, these deferred costs, as well as additional costs to be incurred, will be charged to shareholders’ deficit upon completion of the offering.

As of September 30, 2025, the Company has $ 290,016 of deferred offering costs.

Fair Value of Financial Instruments

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

MARCH 31, 2026

Cash and Cash Equivalents

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 $ 922,610 and $ 1,122,608 cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 234,163,749 and $ 232,104,545 , respectively, were held in money market funds which are invested primarily in U.S.

Treasury securities.

Warrant Instruments

The Company accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their relative fair values.

Derivative Financial Instruments

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

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

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

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

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

Derivative liabilities are classified in the unaudited condensed 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.

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

As of September 30, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.

also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well as by individual jurisdiction, subject to a five percent quantitative threshold.

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

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

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As such, the Company’s tax provision was zero for the period presented.

Warrant Instruments

Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their relative fair values.

Net Loss per Class B Ordinary Share

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

Weighted average shares were reduced for the effect of an aggregate of 1,000,000 Class B ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 7).

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

As a result, diluted loss Class B per ordinary share is the same as basic loss per Class B ordinary share for the periods presented.

Concentration of Credit Risk

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.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07,

“Segment reporting (Topic 280):

Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07

on May 22, 2025, inception.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (ASC 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, 2025.

Early adoption is permitted.

The Company’s management does not believe the adoption of ASU 2023-09

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

MARCH 31, 2026

Fair Value of Financial Instruments

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

Net Income Per Redeemable and Non-Redeemable

Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of Ordinary Shares:

the redeemable Class A Ordinary Shares and the Company’s non-redeemable

Class A and Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”).

Income and losses are shared pro rata between the redeemable and non-redeemable

Ordinary Shares.

This presentation assumes an initial Business Combination as the most likely outcome.

Net income per Ordinary Share is calculated by dividing the net income by the weighted average Ordinary Shares outstanding for the respective period.

At March 31, 2026, the calculation of diluted net income per Ordinary Share does not consider the effect of shareholder rights in the calculation of diluted income per Ordinary Share because their exercise is contingent upon future events.

Remeasurement associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

At March 31, 2026, 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.

The following tables present a reconciliation of the numerator and denominator used to compute basic and diluted net income per Ordinary Share for each class of Ordinary Share:

For the Three Months Ended

March 31, 2026

Non-redeemable

Basic and Diluted net income per Ordinary Share

Allocation of net income

Basic and Diluted

weighted average Ordinary Shares outstanding

Basic and Diluted net income per Ordinary Share

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC 480-10-S99,

the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Accordingly, as of October 6, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s unaudited condensed balance sheet.

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

Gross proceeds

Proceeds allocated to Public Warrants

Public Shares issuance costs

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, December 31, 2025

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, March 31, 2026

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Recent Accounting Standards

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

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Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

Each Public Warrant will become exercisable at the later of 12 months from the closing of this offering and 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Public Warrants —

As of September 30, 2025, there were no Public Warrants issued or outstanding.

As of March 31, 2026 and December 31, 2025, there were 11,830,000 Warrants outstanding, including 11,500,000 Public Warrants and 330,000 Private Placement Warrants (see Note 4).

Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

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The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 :

Redemption of Warrants When the Price per Class

A Ordinary Share Equals or Exceeds $ 18.00

The Company may redeem the outstanding Warrants:

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Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

As of September 30, 2025, there were no Private Placement Warrants issued or outstanding.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, BTIG, LLC, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by BTIG, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

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investors reflecting interests in an aggregate of approximately 2,800,000 founder shares.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The agreement with the non-managing

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The interests and units associated in the agreement are supported on one for one basis with the Company’s underlying private placement units and founder shares.

The fact that the Sponsor is providing the non-managing

members with founder shares for their participation in the transaction is considered an inducement and falls under SAB Topic 5A.

As such, the Company has obtained a valuation of the Founder Shares, as of the Initial Public Offering date to account for the charge of such transfer of interests to the non-managing

The valuation has identified the fair value of the Founder Shares to be $ 5.13 per share as of the close of the Initial Public Offering, on October 6, 2025.

Since the cost of these interest allocations to the non-managing

members is considered an offering cost the Company will record the fair value of this transaction into equity at the Initial Public Offering date calculated as 2,800,000 interests in founder shares allocated to non-managing

members at a fair value of $ 5.13 , or $ 14,364,000 .

The third-party valuation firm valued the Founder Shares as of October 6, 2025 using the Monte Carlo Model simulation.

The likelihood of completing the Business Combination was assumed to be 54.0 %;

the implied Class A share price was $ 9.804 ;

volatility of 9.0 %;

risk free rate of 3.63 %;

and a discount for lack of marketability of 3.6 %.

The transferred interests to then on-managing

members are classified as Level 3 at the measurement date due to the use of unobservable inputs including the probability of a business combination, and other risk factors.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

The Sponsor, officers and directors entered into a letter agreement with the Company, pursuant to which they agree to (i) waive their redemption rights with respect to any shares held by them in connection with the completion of the initial Business Combination;

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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, $ 122,168 as noted above.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”).Notwithstanding

the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

Administrative Services Agreement

The Company entered into an agreement, commencing on September 30, 2025, pursuant to which the Company will pay an affiliate of the Sponsor a total of up to $ 20,000 per month for office space, administrative and support services.

Upon completion of the Business Combination or the Company’s liquidation, the agreement will terminate, and the Company will cease paying these monthly fees.

For the three months ended March 31, 2026, the Company incurred and paid $ 60,000 of administrative services fees which were included in operating expenses on the unaudited condensed statement of operations.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Promissory Note — Related Party

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bearing, unsecured and due at the earlier of (i) December 31, 2025 or (ii) the closing of the Initial Public Offering.

As of September 30, 2025, the Company has $ 132,361 borrowings under the Promissory Note.

Subsequent to September 30, 2025 up to October 6, 2025, the Company borrowed an additional of $ 75,000 under the Promissory Note.

The Company’s aggregate borrowings of

207,361 were repaid at the closing of the Initial Public Offering.

Borrowings under the Promissory Note are no longer available subsequent to the consummation of the Initial Public Offering.

Administrative Services Agreement

Commencing on September 30, 2025, the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 20,000 per month for office space, utilities, and secretarial and administrative support.

Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $ 20,000 monthly fee.

As of September 30, 2025, the Company did not incur any fees for these services.

On October 6, 2025, the Company’s borrowings of $ 207,361 were repaid at the closing of the Propose Public Offering.

Borrowings under the Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest

basis (the “Working Capital Loans”).

If the Company completes an initial Business Combination, the Company would repay such loaned amounts.

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Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

As of September 30, 2025, no such Working Capital Loans were outstanding.

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

Note 6 — Commitments and Contingencies

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 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 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 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 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 military conflicts in the Middle East and other regions 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 cyberattacks against U.S.

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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 unaudited condensed financial statements.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company evaluated the provisions of the OBBBA and determined that adoption of the new law did not 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 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.

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The Company will bear the expenses incurred in connection with the filing of any such registration statements.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Underwriting Agreement

1 unchanged sentence

option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

On October 6, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,000,000 Units at a price of $ 10.00 per Unit.

The underwriters were entitled to a cash underwriting discount of 2.00 % of the gross proceeds of the units offered in the Initial Public Offering, or $ 4,600,000 in the aggregate, which was paid upon the closing of the Initial Public Offering.

5 unchanged sentences

— The Company is authorized to issue a total of 100,000,000 preference shares at par value of $ 0.0001 each.

At September 30, 2025, there were no preference shares issued or outstanding.

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

A Ordinary Shares

— The Company is authorized to issue a total of 490,000,000 Class A ordinary shares at par value of $ 0.0001 each.

At September 30, 2025, there were no shares of Class A ordinary shares issued or outstanding.

At March 31, 2026 and December 31, 2025, there were 660,000 shares of Class A ordinary shares issued and outstanding, excluding 23,000,000 shares subject to possible redemption.

B Ordinary Shares

— The Company is authorized to issue a total of 10,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At September 30, 2025, there were 7,666,667 founder shares issued and outstanding.

At March 31, 2026 and December 31, 2025, there were 7,666,667 founder shares issued and outstanding.

On October 6, 2025, the underwriter fully exercised its over-allotment option.

As a result of the full exercise by the underwriter, 1,000,000 founder shares are no longer subject to forfeiture.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if the Company fails to consummate an initial Business Combination) concurrently with or immediately following the consummation of an initial Business Combination or earlier at the option of the holder on a one-for-one

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Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds

of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting,

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the Company’s amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50 % of the Company’s ordinary shares voted for the appointment of directors can elect all of the directors.

1 unchanged sentence

Holders of the Company’s Class A ordinary shares will not be entitled to vote on these matters during such time.

These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of an initial Business Combination, two-thirds)

of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Note 8 — Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date.

GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

These tiers include:

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy.

In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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

At 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.

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.

On October 6, 2025, the fair value of the Public Warrants is $ 4,517,200 , or $ 0.3928 per Public Warrant.

The fair value of Public Warrants was determined using Monte Carlo Simulation Model.

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

October 6, 2025

Underlying stock price

Exercise price

Risk-free rate

Weighted term (years)

Note 9 — Segment Information

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Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews the key metrics below.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Deferred offering costs

Formation, general, and administrative costs

Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews formation, general, and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Formation, general, and administrative costs, as reported on the unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

The CODM reviews the position of total assets available with the company to assess if the Company has sufficient resources available to discharge its liabilities.

The CODM is provided with details of cash and liquid resources available with the Company.

Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the Initial Public Offering.

MARCH 31, 2026

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed statement of operations as net income or loss.

The measure of segment assets is reported on the unaudited condensed balance sheet as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

Marketable securities held in Trust Account

Three Months Ended

March 31, 2026

General and administrative costs

Interest earned on investments held in Trust Account

The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Operating and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction within the business combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the unaudited condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or loss are reported on the unaudited condensed statement of operations and described within their respective disclosures.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date, up to November 7, 2025, the date that the unaudited condensed financial statements were issued.

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

On October 6, 2025, the Company consummated the Initial Public Offering of 23,000,000 , which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000 .

Each Unit consists of one Public Share, and one-half

of one redeemable Public Warrant.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 660,000 Private Placement Units at a price of $ 10.00 per Private Placement Unit, in a private placement to the Company’s Sponsor and BTIG, LLC, the representative of the underwriters, generating gross proceeds of $ 6,600,000 .

Each Private Placement Unit consists of one Class A ordinary share and one-half

of one Private Placement Warrant.

On October 6, 2025, following the Initial Public Offering, and the sale of the Private Placement Units, a total of $ 230,000,000 was placed in the Trust Account.

Additionally, the underwriters are entitled to a deferred underwriting discount of 3.50 % of the gross proceeds of the Initial Public Offering held in the Trust Account, or $ 8,050,000 in the aggregate, payable to BTIG, LLC only upon the completion of an initial Business Combination.

The deferred underwriting commissions will be payable as follows:

(i) $ 0.20 per Unit sold in this offering will be paid to BTIG, LLC in cash upon the closing of the initial Business Combination and (ii) $ 0.15 per Unit sold in this offering will be payable to BTIG, LLC in cash, based on the funds remaining in the Trust Account after giving effect to public shares that are redeemed in connection with an initial Business Combination.

On October 6, 2025, the total outstanding borrowings of $ 207,361 under the promissory note have been paid simultaneously with the closing of the Initial Public Offering.

Borrowings under the Promissory Note are no longer available subsequent to the consummation of the Initial Public Offering.

Upon the repayment of the Promissory Note, the Company overpaid the Sponsor by $ 15,720 and this has been repaid on October 17, 2025.

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

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