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Range Capital faces Nasdaq holder deficiency notice

Range Capital Acquisition Corp. has fallen below Nasdaq’s 400-holder requirement and must submit a remediation plan within 45 days, with a potential extension of up to 180 days.

(High)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Range Capital Acquisition Corp. (RANG) disclosed that on September 11, 2026 it received a Nasdaq Staff notice stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”).

The notice does not immediately affect the listing or trading of the Company’s securities. Range Capital has 45 calendar days to submit a plan to regain compliance; if Nasdaq accepts the plan, the Company may receive up to 180 calendar days from the notice date to demonstrate compliance. The Company is evaluating potential actions but states there is no assurance it will regain compliance.

Positive

  • None.

Negative

  • Nasdaq listing deficiency for holder count: Range Capital Acquisition Corp. received a notice that it no longer meets Nasdaq Global Market Listing Rule 5450(a)(2) requiring at least 400 Total Holders, creating a risk to its continued listing if compliance is not restored within the allowed timeframe.

Filing Explained

If Nasdaq does not accept the company’s compliance plan, the company may appeal that decision to a Nasdaq Hearings Panel, providing an additional procedural route while the listing deficiency remains unresolved.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum Total Holders Requirement 400 Total Holders Nasdaq Listing Rule 5450(a)(2) threshold for continued listing on Nasdaq Global Market
Plan submission period 45 calendar days Time given to Range Capital Acquisition Corp. to submit a compliance plan after the September 11, 2026 notice
Maximum extension period 180 calendar days Potential Nasdaq extension from the notice date if the company’s plan is accepted
Notice date September 11, 2026 Date Nasdaq Staff notified the company of non-compliance with the 400 Total Holders rule
Minimum Total Holders Requirement regulatory
"not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 Total Holders"
Nasdaq Global Market regulatory
"for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”)"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Listing Rule 5450(a)(2) regulatory
"not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 Total Holders"
Nasdaq Hearings Panel regulatory
"the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
forward-looking statements regulatory
"Certain information contained in this on consists of forward-looking statements that involve risks"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq compliance issue did Range Capital Acquisition Corp. (RANG) report?

Range Capital Acquisition Corp. reported that Nasdaq Staff notified it on September 11, 2026 that it is not in compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market.

Does the Nasdaq notice immediately affect trading of RANG securities?

No. The company states the Nasdaq notice is a notification of deficiency only and has no current effect on the listing or trading of Range Capital Acquisition Corp.’s securities on the Nasdaq Global Market.

How long does RANG have to respond to the Nasdaq deficiency notice?

Range Capital Acquisition Corp. has 45 calendar days from the date of the Nasdaq notice to submit a plan to regain compliance with the Minimum Total Holders Requirement of 400 holders.

What extension period could Nasdaq grant to Range Capital Acquisition Corp. (RANG)?

If Nasdaq accepts Range Capital Acquisition Corp.’s compliance plan, Nasdaq may grant an extension of up to 180 calendar days from the notice date for the company to evidence compliance with the 400 Total Holders requirement.

Can Range Capital Acquisition Corp. appeal if Nasdaq rejects its compliance plan?

Yes. If Nasdaq does not accept the company’s plan, Range Capital Acquisition Corp. will have an opportunity to appeal the decision to a Nasdaq Hearings Panel, according to the disclosure.

What uncertainty does RANG highlight regarding regaining Nasdaq compliance?

Range Capital Acquisition Corp. states it is considering actions to regain compliance with the Minimum Total Holders Requirement, but cautions there can be no assurance that it will regain compliance during any applicable cure period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 11, 2026

 

 

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 filing 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 11, 2026, Range Capital Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the staff (the “Staff”) of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”), notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to have at least 400 Total Holders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Requirement”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq Global Market.

The Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Total Holders Requirement. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Requirement. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

The Company is considering actions that it may take in response to the Notice to regain compliance with the Minimum Total Holders Requirement. However, there can be no assurance that the Company will regain compliance with such requirement.

Forward-Looking Statements

Certain information contained in this Current Report on Form 8-K consists of forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict. Words such as “must,” “will,” “may,” “intends,” and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Minimum Total Holders Requirement during any applicable cure period. Additional factors that could cause actual results to differ from the forward-looking statements herein include those discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required by law.


SIGNATURES

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.
Date: September 16, 2026     By:  

/s/ Tim Rotolo

    Name:   Tim Rotolo
    Title:   Chief Executive Officer

Filing Exhibits & Attachments

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