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  4. [8-K] Range Capital Acquisition Corp. Reports Material Event

Range Capital (NASDAQ: RANG) extends SPAC deadline after large shareholder redemptions

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Range Capital Acquisition Corp. extended the time it has to complete a business combination to up to 27 months from its IPO closing, following shareholder approval of an Extension Amendment Proposal. The sponsor agreed to fund up to $60,000 per month into the Trust Account via a non-interest-bearing, unsecured promissory note of up to $540,000, payable at business combination or winding up.

At the extraordinary general meeting, 11,660,851 votes were cast for the extension and 1,974,523 against. In connection with the vote, holders of 9,339,529 ordinary shares redeemed at approximately $10.62 per share for an aggregate of about $99,492,433.31, leaving approximately $23,015,134.62 in the Trust Account and 2,160,471 ordinary shares outstanding. The company also reduced allowable liquidation and dissolution expenses from $100,000 to $20,000.

Positive

  • None.

Negative

  • Substantial redemptions significantly reduced trust size and public float, with 9,339,529 ordinary shares redeemed for approximately $99,492,433.31, leaving about $23,015,134.62 in the Trust Account and 2,160,471 ordinary shares outstanding.

Insights

Extension approved but large redemptions leave a smaller SPAC pool.

Range Capital Acquisition Corp. obtained shareholder approval to extend its business combination deadline to up to 27 months from the IPO closing. This is supported by a sponsor promissory note of up to $540,000, drawn in $60,000 monthly increments into the Trust Account.

The extension keeps the SPAC alive, but redemptions were substantial. Holders of 9,339,529 ordinary shares redeemed at about $10.62 per share, totaling roughly $99,492,433.31, leaving about $23,015,134.62 in the Trust Account and 2,160,471 shares outstanding.

This means any eventual business combination would be financed with a much smaller cash pool from the Trust Account, so future deal terms will depend heavily on additional capital sources or sponsor support. Subsequent company filings may outline any proposed business combination and related financing structure.

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Sponsor promissory note size $540,000 Unsecured, non-interest-bearing note issued June 18, 2026
Initial draw on note $60,000 Drawn June 22, 2026 and deposited into Trust Account
Shares redeemed 9,339,529 shares Ordinary shares redeemed in connection with extension vote
Redemption price $10.62 per share (approx.) Cash paid per redeemed ordinary share
Aggregate redemption amount $99,492,433.31 Total cash paid for redeemed ordinary shares
Remaining trust balance $23,015,134.62 Trust Account balance after redemptions
Shares outstanding post-redemption 2,160,471 shares Ordinary shares remaining outstanding after redemptions
Votes for extension 11,660,851 votes Shareholder votes in favor of Extension Amendment Proposal
Trust Account financial
"to the trust account established in connection with the Company’s initial public offering (the “Trust Account”)"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Extension Amendment Proposal financial
"to vote on a proposal (the “Extension Amendment Proposal”) to amend, by way of special resolution, the Company’s amended and restated memorandum"
extraordinary general meeting financial
"the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”) to vote on a proposal"
redemption price financial
"exercised their right to redeem their ordinary shares for cash at a redemption price of approximately $10.62 per share"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
emerging growth company regulatory
"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-interest bearing, unsecured promissory note financial
"in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination"

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FAQ

What did Range Capital Acquisition Corp. (RANG) approve at its June 18, 2026 meeting?
Shareholders approved an Extension Amendment Proposal allowing the SPAC to extend its business combination deadline to up to 27 months from the IPO closing. The change also reduced allowable liquidation and dissolution expenses from $100,000 to $20,000, subject to the amended articles.

How many Range Capital (RANG) shares were redeemed and at what price?
Holders of 9,339,529 ordinary shares redeemed their shares for cash at a redemption price of approximately $10.62 per share. This resulted in an aggregate redemption amount of about $99,492,433.31 in connection with the extension vote.

How much cash remains in Range Capital’s (RANG) Trust Account after redemptions?
After redemptions related to the Extension Amendment Proposal, approximately $23,015,134.62 remains in the Trust Account. Following these transactions, 2,160,471 ordinary shares of Range Capital Acquisition Corp. remain outstanding.

What financing arrangement did the Range Capital (RANG) sponsor provide for the extension?
The sponsor received a non-interest-bearing, unsecured promissory note of up to $540,000, to fund up to $60,000 per month into the Trust Account. The principal is payable upon completion of a business combination or upon the company’s winding up, from funds outside the Trust Account if no deal closes.

What were the shareholder voting results on Range Capital’s (RANG) extension proposal?
At the extraordinary general meeting, holders of 13,635,374 ordinary shares were present, representing about 85.02% of voting power. The Extension Amendment Proposal received 11,660,851 votes for, 1,974,523 votes against, and zero abstentions, so the proposal was approved.

How did the extension affect Range Capital’s (RANG) liquidation expense allowance?
The approved amendment reduced the amount of liquidation and dissolution expenses that may be deducted from interest on Trust Account funds from $100,000 to $20,000. This change is reflected in the amended and restated memorandum and articles of association filed with Cayman authorities.
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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): June 18, 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.

On June 18, 2026, Range Capital Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $540,000 to its sponsor, Range Capital Acquisition Sponsor, LLC (the “Sponsor”), to be drawn down in connection with the previously announced contributions of up to $60,000 per month (the “Contributions”) by the Sponsor or its designees to the trust account established in connection with the Company’s initial public offering (the “Trust Account”), as described in the Proxy Statement (as defined below). The Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from amounts remaining outside of the Trust Account, if any. 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. On June 22, 2026, $60,000 was drawn down from the Note and deposited into the Trust Account.

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 does not purport to be complete and 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 (this “Current Report”) and incorporated herein by reference.

The information included in Item 5.07 of this Current Report is incorporated by reference in this Item 1.01 to the extent required herein.

 

Item 2.03.

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

The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 to the extent required herein.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 18, 2026, the Company held an extraordinary general meeting of shareholders of the Company (the “Meeting”) to vote on a proposal (the “Extension Amendment Proposal”) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “Articles”, as amended, the “Amended Articles”), to (A) amend the date by which the Company must (1) consummate an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the ordinary shares of the Company, par value $0.0001 per share (the “ordinary shares”) included as part of the units sold in the Company’s initial public offering (such ordinary shares, the “Public Shares”) that was consummated on December 23, 2024 (the “IPO”), to up to 27 months from the closing of the IPO (the “Amended Date”), or such earlier date as is determined by our board of directors (the “board”), in its sole discretion, to be in the best interests of the Company (the “Amendment”), provided that the Sponsor or its affiliate or permitted designees will deposit into the Trust Account an amount determined by multiplying $0.03 by the number of Public Shares outstanding following any redemptions of Public Shares effected in connection with the Meeting, up to a maximum of $60,000, for each such one-month extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination, and (B) reduce the liquidation and dissolution expenses that can be deducted from the interests earned on the funds held in the Trust Account from $100,000 to $20,000. The Extension Amendment Proposal is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 5, 2026 (the “Proxy Statement”), as supplemented by the supplement to the Proxy Statement filed with the SEC on May 22, 2026.

In addition, on June 18, 2026, the Company filed an amendment to the Articles with the Registrar of Companies of the Cayman Islands reflecting the shareholder-approved amendment. A copy of the amendment to the Articles is attached hereto as Exhibit 3.1.

 

2

The information disclosed in Item 5.07 of this Current Report with respect to the Amendment is incorporated by reference into this Item 5.03 to the extent required and the foregoing description of the Amended Articles is qualified in its entirety by reference to the amendment to the Company’s Articles, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 5.07

Submission of Matters to a Vote of Security Holders

At the Meeting, holders of 13,635,374 ordinary shares were present in person or by proxy, representing approximately 85.02% of the voting power of the Company’s ordinary shares as of April 27, 2026, the record date for the Meeting, and constituting a quorum for the transaction of business.

With a quorum present, the applicable shareholders approved the Extension Amendment Proposal. The voting results for the Extension Amendment Proposal were as follows:

Proposal No. 1 – The Extension Amendment Proposal

 

For   Against   Abstain
11,660,851   1,974,523   0

As there were sufficient votes to approve the Extension Amendment Proposal, the “Adjournment Proposal” as described in the Proxy Statement was not presented to shareholders.

 

Item 8.01

Other Events

The information disclosed under 5.03 and Item 5.07 of this Current Report is incorporated by reference into this Item 8.01.

Redemptions

In connection with the vote to approve the Extension Amendment Proposal, holders of 9,339,529 ordinary shares exercised their right to redeem their ordinary shares for cash at a redemption price of approximately $10.62 per share, for an aggregate redemption amount of approximately $99,492,433.31. As a result, approximately $23,015,134.62 remains in the Trust Account and 2,160,471 ordinary shares remain outstanding.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.    Description
3.1    Amendment to the Amended and Restated Memorandum and Articles of Association.
10.1    Promissory Note issued by Range Capital Acquisition Corp. in favor of Range Capital Acquisition Sponsor, LLC, dated June 18, 2026.
104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

3

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: June 25, 2026

Source: View Original Filing on SEC EDGAR

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