Can the sponsor convert the RANG note into equity units?

Yes. Upon completion of the initial business combination, the lender may convert any or all outstanding principal into Working Capital Units . The conversion rate is the principal amount divided by $10.00 , rounded up to the nearest whole unit.

$1.5M sponsor loan supports Range Capital (NASDAQ: RANG)

Q: What are the key terms of the $1,500,000 note for RANG?

The note allows borrowings up to $1,500,000 , bears no interest, and is due when the company completes its initial business combination. It includes customary events of default that can accelerate all unpaid principal and related amounts.

Q: How do the Working Capital Units for RANG compare to IPO private placement units?

The Working Capital Units, if issued, will have terms identical to the private placement units sold in Range Capital Acquisition Corp.’s IPO. This includes the same structural features and transfer restrictions described in the IPO prospectus.

Q: Under what securities law exemption was the RANG note issued?

The note was issued relying on the Section 4(a)(2) exemption under the Securities Act of 1933. This exemption permits certain transactions by an issuer not involving a public offering, typically to sophisticated or affiliated investors.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Range Capital Acquisition Corp. entered into an unsecured promissory note of up to $1,500,000 with Range Capital Holdings, LLC, an affiliate of its sponsor, to provide working capital prior to completing its initial business combination.

The note bears no interest and becomes payable when the company closes its first business combination. At that time, the lender may convert some or all of the outstanding principal into Working Capital Units at $10.00 per unit, with terms matching the private placement units sold in the IPO. The instrument includes customary events of default and was issued under the Section 4(a)(2) private offering exemption.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Promissory note maximum principal: $1,500,000 Conversion price per unit: $10.00 per unit Securities Act exemption: Section 4(a)(2)

3 metrics

Promissory note maximum principal $1,500,000 Unsecured working capital note issued on April 14, 2026

Conversion price per unit $10.00 per unit Principal can convert into Working Capital Units at IPO-equivalent terms

Securities Act exemption Section 4(a)(2) Note issued as a private offering exemption from registration

Key Terms

unsecured promissory note, initial business combination, Working Capital Units, private placement units, +1 more

5 terms

unsecured promissory note financial

"the Company issued an unsecured promissory note (the “Note”) in the principal amount"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

initial business combination financial

"payable on the date on which the Company consummates its initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Working Capital Units financial

"convert all or any portion of the principal outstanding under the Note into that number of units (“Working Capital Units”)"

private placement units financial

"identical to the terms of the private placement units issued by the Company at the time of its initial public offering"

events of default financial

"The Note is subject to customary events of default, the occurrence of certain of which"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Understanding 8-K Material Events →

04/20/2026 - 04:30 PM

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): April 14, 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 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 1.01. Entry into a Material Definitive Agreement

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 14, 2026, Range Capital Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of Range Capital Acquisition Sponsor, LLC, 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 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 Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the 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 (the “IPO”), as described in the prospectus for the IPO dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		Promissory Note, dated April 14, 2026.

104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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: April 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Range Capital Acquisition Corp. (RANG) announce in this 8-K?

Range Capital Acquisition Corp. issued an unsecured promissory note of up to $1,500,000 to an affiliate of its sponsor. The facility can be drawn over time and is intended to fund the company until it completes its initial business combination.

What are the key terms of the $1,500,000 note for RANG?

The note allows borrowings up to $1,500,000, bears no interest, and is due when the company completes its initial business combination. It includes customary events of default that can accelerate all unpaid principal and related amounts.

When is the Range Capital Acquisition promissory note due?

The principal under the note is payable on the date Range Capital Acquisition Corp. consummates its initial business combination. That date is defined in the agreement as the Maturity Date, linking repayment to the closing of a transaction.

How do the Working Capital Units for RANG compare to IPO private placement units?

The Working Capital Units, if issued, will have terms identical to the private placement units sold in Range Capital Acquisition Corp.’s IPO. This includes the same structural features and transfer restrictions described in the IPO prospectus.

Under what securities law exemption was the RANG note issued?

The note was issued relying on the Section 4(a)(2) exemption under the Securities Act of 1933. This exemption permits certain transactions by an issuer not involving a public offering, typically to sophisticated or affiliated investors.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 20.3 KB