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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 31, 2024
Range Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42448 | N/A | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 44 Main Street | ||
| Cold Spring Harbor | ||
| New York | 11724 | |
| (Address of principal executive offices) | (Zip Code) |
(631) 246-0360
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
| Units, each consisting of one Ordinary Share and one Right | RANGU | The Nasdaq Stock Market LLC | ||
| Ordinary shares, par value $0.0001 per share | RANG | The Nasdaq Stock Market LLC | ||
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | RANGR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information included in Item 8.01 is incorporated into this Item by reference.
| Item 8.01. | Other Events. |
On December 31, 2024, the underwriters of Range Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units (the “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 units (the “Private Placement Units”) to Range Capital Acquisition Sponsor, LLC and EarlyBirdCapital, Inc. at a price of $10.00 per Private Placement Unit, generating gross proceeds of $375,000.
On January 3, 2025, the Company published a press release to report the closing of the over-allotment option. The press release is furnished with this report as Exhibit 99.1.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of Range Capital Acquisition Corp., dated January 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANGE CAPITAL ACQUISITION CORP. | ||
| By: | /s/ Tim Rotolo |
|
| Name: | Tim Rotolo | |
| Title: | Chief Executive Officer | |
Date: January 6, 2025
Exhibit 99.1
Range Capital Acquisition Corp. Announces Full Exercise of Underwriters’ Over-
Allotment Option in Connection with its Initial Public Offering
Cold Spring Harbor, NY – (January 3, 2025) – Range Capital Acquisition Corp. (the “Company”) announced today that the underwriters of its previously announced initial public offering of units have fully exercised their over-allotment option, resulting in the issuance of an additional 1,500,000 units at a public offering price of $10.00 per unit. After giving effect to the exercise of the option, an aggregate of 11,500,000 units have been issued in the initial public offering at an aggregate offering price of $115,000,000.
Each unit consists of one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on the Nasdaq Global Market under the symbols “RANG” and “RANGR,” respectively.
EarlyBirdCapital, Inc. served as the sole book-running manager of the offering.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”) on December 19, 2024. The offering was being made only by means of a prospectus, copies of which may be obtained by contacting EarlyBirdCapital, Inc. at 366 Madison Avenue, 8th Floor, New York, New York 10017, Attention: Syndicate Department, by telephone at 212-661-0200.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Range Capital Acquisition Corp.
Range Capital Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities. The Company is led by Chairman, Chief Executive Officer and Chief Financial Officer Timothy Rotolo. The Company’s team brings substantial expertise in deal sourcing, investing, and operations. The Company may pursue a business combination with a target in any industry or geographic region that it believes can benefit from the expertise and capabilities of its management team.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the anticipated use of the proceeds of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the registration statement and prospectus for the Company’s initial public offering. Copies of these documents can be accessed through the SEC’s website at www.sec.gov. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Media Contact:
Range Capital Acquisition Corp.
tjr@lloydharborcapital.com
631-246-0340