Range Capital Acquisition Corp.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
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Item 2. Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 24, 2024 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generatenon-operating income in the form of interest earned on investments held in Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.
For the three months ended June 30, 2026, we had net income of $721,691, which consisted of interest earned on investments held in Trust Account of $995,027, offset by operational costs of $273,336.
For the six months ended June 30, 2026, we had net income of $1,579,396, which consisted of interest earned on investments held in Trust Account of $2,065,713, offset by operational costs of $486,317.
For the three months ended June 30, 2025, we had net income of $1,041,339, which consisted of interest earned on marketable securities held in Trust Account of $1,223,605, offset by operational costs of $182,266.
For the six months ended June 30, 2025, we had net income of $1,947,329, which consisted of interest earned on marketable securities held in Trust Account of $2,429,014, offset by operational costs of $481,239 and change on over-allotment liability of $446.
Liquidity and Capital Resources
On December 23, 2024, we consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 400,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $4,000,000.
On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option on January 3, 2025, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 private placement units (the “Option Private Placement Units”) to the Sponsor and EBC at a price of $10.00 per Unit, generating gross proceeds of $375,000.
Following the Initial Public Offering and the close of the over-allotment option, a total of $115,575,000 was placed in the trust account (the “Trust Account”). Upon the underwriters’ full exercise of the over-allotment option, transaction costs amounted to $4,203,522, consisting of $2,156,250 of cash underwriting fee (net of $143,750 underwriters’ reimbursement) and $2,047,272 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $348,460. Net income of $1,579,396 was affected by interest earned on investments held in the Trust Account of $2,065,713. Changes in operating assets and liabilities provided $137,857 of cash for operating activities.
For the six months ended June 30, 2025, cash used in operating activities was $371,371. Net income of $1,947,329 was affected by interest earned on investments held in the Trust Account of $2,429,014 and change in fair value of over-allotment liability of $446. Changes in operating assets and liabilities provided $109,868 of cash for operating activities.
As of June 30, 2026, we had investments held in the Trust Account of $23,143,220. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026, we had cash of $1,862. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
On April 14, 2026, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of the Sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Working Capital Note does not bear interest, and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital Note being converted divided by $10.00, rounded up to the nearest whole number. The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note.
We have the Combination Period to consummate the initial Business Combination (assuming no further extensions). If we do not complete a Business Combination, we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with our 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 period of at least one year from the issuance date of these unaudited condensed financial statements. Management has determined the Company’s insufficient liquidity, together with the potential for liquidation if a business combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be consideredoff-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitatingoff-balance sheet arrangements. We have not entered into anyoff-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased anynon-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering, on December 23, 2024. The underwriters were entitled to a cash underwriting discount of $0.20 per Option Unit, or $300,000 in the aggregate, which was paid at the closing of the over-allotment option, on January 3, 2025.
Special Advisors
Jonathan Rotolo and William Callanan serve as special advisors to the Company to (i) assists the Company in sourcing, negotiating and consummating a potential Business Combination, (ii) provide their business insights when the Company assesses potential Business Combination targets and (iii) upon the Company’s requests, provide their business insights as the Company works to create additional value in the businesses that the Company acquires. The Company has no written advisory agreements with either of these individuals and they have no other employment or compensation arrangements with the Company. They will not serve on the board or any committee thereof, nor will they have any voting or decision-making capacity on the Company’s behalf. They will also not be required to devote any specific amount of time to the Company’s efforts or be subject to the fiduciary requirements to which the board members are subject. Accordingly, if either becomes aware of a Business Combination opportunity which is suitable for the Company, they are under no obligation to introduce it to the Company before any other prospective acquiror. Jonathan Rotolo is the brother of Tim Rotolo and William Callanan has no familial relations with the Company’s management or board members.
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
Recent Accounting Standards
Management does not believe that any 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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