Form 8-K - Current report

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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): January 8, 2025

 

 

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)

[phone]

(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. ☐

 

 

 

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Item 8.01.

Other Events.

On January 8, 2025, Range Capital Acquisition Corp. (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the ordinary shares and rights included in the Units commencing on January 13, 2025. Those Units that are not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “RANGU” and the ordinary shares and rights that are separated will trade on Nasdaq under the symbols “RANG” and “RANGR,” respectively. Each holder of Units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holder’s Units into ordinary shares and rights.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated January 8, 2025
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

2

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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 8, 2025

Exhibit 99.1

Range Capital Acquisition Corp. Announces the Separate Trading of its Ordinary Shares and Rights, Commencing January 13, 2025

Cold Spring Harbor, NY – (January 8, 2025) – Range Capital Acquisition Corp. (the “Company”) announced today that, commencing Monday, January 13, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s ordinary shares and rights included in the units.

Any units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) and trade under the ticker symbol “RANGU”, and the ordinary shares and rights that are separated will trade on Nasdaq under the symbols “RANG” and “RANGR”, respectively. Each holder of units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into ordinary shares and rights.

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 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 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.

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Media Contact:

Range Capital Acquisition Corp.

[e-mail]

631-246-0340

Document and Entity Information	Jan. 08, 2025
Document And Entity Information [Line Items]
Entity Tax Identification Number	00-0000000
Amendment Flag	false
Entity Central Index Key	0002035644
Document Type	8-K
Document Period End Date	Jan. 08, 2025
Entity Registrant Name	Range Capital Acquisition Corp.
Entity Incorporation State Country Code	E9
Entity File Number	001-42448
Entity Address, Address Line One	44 Main Street
Entity Address, City or Town	Cold Spring Harbor
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11724
City Area Code	(631)
Local Phone Number	246-0360
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Capital Units [Member]
Document And Entity Information [Line Items]
Security 12b Title	Units, each consisting of one Ordinary Share and one Right
Trading Symbol	RANGU
Security Exchange Name	NASDAQ
Fair Value Measured at Net Asset Value Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Ordinary shares, par value $0.0001 per share
Trading Symbol	RANG
Security Exchange Name	NASDAQ
Stock Appreciation Rights (SARs) [Member]
Document And Entity Information [Line Items]
Security 12b Title	Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share
Trading Symbol	RANGR
Security Exchange Name	NASDAQ

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