What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 103 added, 72 removed, 409 unchanged (30% of the section changed)

10 unchanged sentences

Accounts payable and accrued expenses

Advances from related party

Accrued offering costs

4 unchanged sentences

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

23,000,000 shares at redemption value of approximately $ 10.27 and $ 10.09 per share as of June 30, 2026 and December 31, 2025, respectively

Shareholders’ Deficit

4 unchanged sentences

490,000,000 shares authorized;

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

660,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption) as of June 30, 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 as of March 31, 2026 and December 31, 2025

7,666,667 shares issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in

2 unchanged sentences

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.

The accompanying notes are an integral part of these unaudited condensed financial st at

RANGE CAPITAL ACQUISITION CORP II

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF OPERATIONS

General and administrative costs

4 unchanged sentences

Total other income

Net income (loss)

Weighted average shares outstanding of redeemable ordinary shares

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

Basic and Diluted net income (loss) 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

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

ordinary shares

1 unchanged sentence

RANGE CAPITAL ACQUISITION CORP II

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

4 unchanged sentences

Balance – March 31, 2026

Remeasurement of Class A Ordinary Shares to redemption amount

Balance – June 30, 2026

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

Ordinary Shares

Shareholders’

Balance as of May 22, 2025 (inception)

Class B ordinary shares issued to initial shareholders (1)

Balance – June 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 (Note 7).

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 THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CASH FLOWS

June 30, 2026

Cash Flows from Operating Activities:

Net income (loss)

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

5 unchanged sentences

Net cash used in operating activities

Cash flows from Financing Activities:

Advances from related party

Proceeds from the issuance of Class B ordinary shares

Net cash provided by financing activities

Net Change in Cash

3 unchanged sentences

Remeasurement of Class A ordinary shares to redemption value

Deferred offering costs included in accrued offering costs

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Note 1 — Organization and Business Operations

2 unchanged sentences

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 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.

As of June 30, 2026, the Company has not commenced any operations.

All activity for the period from May 22, 2025 (inception) through June 30, 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.

25 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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

15 unchanged sentences

Notwithstanding the foregoing, (1) if the closing price of the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions,

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 its initial Business Combination which results in its shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any30-tradingday period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after its initial Business Combination which results in its shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the lock-up.

The Private Placement Units (including the securities comprising such units and the Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) will not be transferable until 30 days following the completion of the initial Business Combination.

5 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Liquidity and Going Concern

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

As of June 30, 2026, the Company had cash of $ 816,510 and working capital of $ 790,234 .

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.

9 unchanged sentences

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.

The interim results for the three and six months ended June 30, 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

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

The Company had $ 816,510 and $ 1,122,608 cash and no cash equivalents as of June 30, 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.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 236,249,983 and $ 232,104,545 , respectively, were held in money market funds which are invested primarily in U.S.

Treasury securities.

5 unchanged sentences

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

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

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

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

11 unchanged sentences

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.

ASU2023-09also 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 June 30, 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.

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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

Net Income (Loss) Per Redeemable and Non-Redeemable

Ordinary Share

5 unchanged sentences

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.

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

At June 30, 2026, the calculation of diluted net income (loss) per Ordinary Share does not consider the effect of shareholder rights in the calculation of diluted income (loss) 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:

At June 30, 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 (loss) 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

June 30, 2026

For the Six Months Ended

June 30, 2026

For the Period from May 22,

2025 (inception) Through

June 30, 2025

Basic and Diluted net income (loss) per Ordinary Share

Allocation of net income (loss)

Basic and Diluted

weighted average Ordinary Shares outstanding

Basic and Diluted net income per Ordinary Share

Basic and Diluted

net income (loss)

per Ordinary Share

Class A Ordinary Shares Subject to Possible Redemption

6 unchanged sentences

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:

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the unaudited condensed balance sheets are reconciled in the following table:

Gross proceeds

5 unchanged sentences

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

Remeasurement of carrying value to redemption value

Class A ordinary shares subject to possible redemption, June 30, 2026

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Recent Accounting Standards

5 unchanged sentences

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.

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).

As of June 30, 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.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

JUNE 30, 2026

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value.

7 unchanged sentences

redemption period”);

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30-trading

day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the Warrant holders.

period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the Warrant holders.

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding ordinary shares.

30 unchanged sentences

and a discount for lack of marketability of 3.6 %.

The transferred interests to then on-managing

The transferred interests to the non-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.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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;

27 unchanged sentences

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

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.

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 any30-tradingday 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

1 unchanged sentence

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.

For the three and six months ended June 30, 2026, the Company incurred and paid $ 60,000 and $ 120,000 of administrative services fees, respectively, which were included in operating expenses on the unaudited condensed statements of operations.

For the period from May 22, 2025 (inception) through June 30, 2025, no administrative service fees incurred.

RANGE CAPITAL ACQUISITION CORP II

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Promissory Note — Related Party

11 unchanged sentences

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

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Advance from Related Party

During the three and six months ended June 30, 2026, the Sponsor advanced funds to the Company to pay operating expenses.

As of June 30, 2026, the outstanding balance of advances from related party was $ 15,065 and is included in advances from related party on the accompanying condensed balance sheets.

Note 6 — Commitments and Contingencies

19 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Underwriting Agreement

The Company granted the underwriters a 45 -day

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.

The Company granted the underwriters a 45 -dayoption

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

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

At June 30, 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 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.

At June 30, 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 March 31, 2026 and December 31, 2025, there were 7,666,667 founder shares issued and outstanding.

At June 30, 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.

12 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

2 unchanged sentences

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.

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.

Note 8 — Fair Value Measurements

8 unchanged sentences

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

The following table presents information about the Company’s assets and liabilities that are measured at fair value as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

June 30, 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.

At June 30, 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.

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 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.

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 statements of operations as net income or loss.

The measure of segment assets is reported on the unaudited condensed balance sheets 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

For the Three

June 30, 2026

For the Period from

(inception) Through

June 30, 2025

General and administrative costs

3 unchanged sentences

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.

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.

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

Note 10 — Subsequent Events

2 unchanged sentences

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