Rainier Acquisition completes $75M IPO
Rainier Acquisition Corp (RNAQU), a special purpose acquisition company focused on global life sciences, completed its initial public offering of 7,500,000 units at $10.00 per unit on August 28, 2026, generating $75,000,000 in gross proceeds.
Rhea-AI Filing Summary
Rainier Acquisition Corp (RNAQU), a special purpose acquisition company focused on global life sciences, completed its initial public offering of 7,500,000 units at $10.00 per unit on August 28, 2026, generating $75,000,000 in gross proceeds. Each unit includes one Class A ordinary share and one-quarter of one redeemable warrant, with each whole warrant exercisable at $11.50 per share. The underwriter has a 45‑day option to buy up to 1,125,000 additional units. The company also sold 194,375 private placement units at $10.00 per unit to its sponsor without underwriting discounts.
A total of $75,000,000 from the IPO and private placement was deposited into a U.S. trust account for the benefit of public shareholders, to be released mainly upon completion of an initial business combination or specified redemption events, including if no business combination occurs within 24 months of the IPO closing. Rainier appointed Wing C. (Andrew) Lam, PharmD, and Chidozie Ugwumba as independent directors, adopted a Second Amended and Restated Memorandum and Articles of Association, and confirmed that its board committees meet Nasdaq independence requirements.
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Filing Explained
The completed offering adds sponsor-held shares to the capital structure, with those securities restricted until 30 days after a business combination.
The pricing release said the offering was expected to close on
The sponsor’s 194,375 private placement units contain Class A ordinary shares and warrants whose warrants are non-redeemable and cashless only while held by the sponsor, subject to limited exceptions. The units and underlying shares cannot be transferred or sold until 30 days after the initial business combination unless public shareholders approve.
The private placement adds 194,375 Class A ordinary shares to the share base; absent offsetting changes, that reduces an existing holder’s percentage ownership under the supplied definition of dilution. The filing does not establish that any warrants have been exercised or that additional shares have been issued from them.
8-K Event Classification
Key Figures
Key Terms
special purpose acquisition company financial
redeemable Warrant financial
over-allotments financial
trust account financial
Registration Statement on Form S-1 regulatory
Section 4(a)(2) of the Securities Act of 1933 regulatory
Offering Details
FAQ
What did Rainier Acquisition Corp (RNAQU) announce in this 8-K?
What securities did RNAQU sell in its IPO and at what price?
How much money from RNAQU’s offering was placed in the trust account?
What over-allotment option was granted to the underwriter in RNAQU’s IPO?
What private placement did RNAQU complete alongside the IPO?
What is RNAQU’s deadline to complete an initial business combination?
Which new directors and governance steps did RNAQU disclose?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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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) |
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| 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 | ||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On August 26, 2026, the Registration Statement on Form S-1 (File No. 333-298076) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Rainier Acquisition Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission.
On August 28, 2026, the Company consummated the IPO of 7,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Share”), and one-quarter of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $75,000,000. The underwriters have a 45-day option from the date of the IPO prospectus to purchase up to 1,125,000 additional units to cover over-allotments, if any.
Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| · | an Underwriting Agreement, dated August 26, 2026, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters named on Schedule A attached thereto, which contains customary representations and warranties and indemnification of the underwriters and B. Riley Securities, Inc. the qualified independent underwriter for the IPO, by the Company; |
| · | a Warrant Agreement, dated August 26, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants (as defined below); certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; |
| · | an Investment Management Trust Agreement, dated August 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO, certain of the proceeds of the sale of the Private Placement Units, and sets forth the responsibilities of the trustee, the procedures for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the agreement; |
| · | a Registration Rights Agreement, dated August 26, 2026, by and among the Company, Ravenna 7 LLC (the “Sponsor”) and the directors of the Company (together with the Sponsor, the “Initial Holders”), which provides for customary demand and piggy-back registration rights for the Initial Holders; |
| · | a Private Placement Unit Purchase Agreement, dated August 26, 2026, by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 194,375 private placement units (or up to 200,000 private placement units if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Class A Ordinary Share and one-quarter of one warrant, each whole Private Placement Warrant entitling the Sponsor to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment; |
| · | Indemnification Agreements, each dated August 26, 2026, by and between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; and |
| · | a Letter Agreement, dated August 26, 2026, by and among the Company, the Sponsor, and each director and officer of the Company, pursuant to which the Sponsor and each of directors and officers of the Company have agreed to vote any Class B ordinary shares, $0.0001 par value per share, of the Company and any Class A Ordinary Shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period set forth in the Company’s charter; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. |
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreements, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5, respectively.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On August 28, 2026, simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of 194,375 Private Placement Units at a price of $10.00 per Private Placement Unit. The Private Placement Units are identical to the Units issued in the IPO, except that the Private Placement Warrants contained in the Private Placement Units will be non-redeemable and may be exercised on a cashless basis, but in each case only if they are held by the Sponsor, subject to certain limited exceptions. The Private Placement Units and the respective Class A ordinary shares underlying such units are not transferable or salable until 30 days after the completion of the Company’s initial business combination, unless approved by the Company’s public shareholders. The Private Placement Units have been issued pursuant to and are governed by the Private Placement Unit Purchase Agreement, filed herewith as Exhibit 10.3. No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 26, 2026, in connection with the effectiveness of the Registration Statement, Wing C. (“Andrew”) Lam, PharmD and Chidozie Ugwumba were appointed to the board of directors of the Company (the “Board”). The current Board members are Dr. Lam, Mr. Ugwumba, Gbola Amusa, M.D., CFA, the Company’s Chief Executive Officer, Isaac Manke, Ph.D., and Jonas Grossman, the managing member of the Sponsor. The Board determined that each of Dr. Lam, Dr. Manke, and Mr. Ugwumba is independent under the applicable listing standards of the Nasdaq Capital Market.
Following the appointment of Dr. Lam and Mr. Ugwumba, the Board is comprised of the following three classes:
| · | Class I (term expiring at the first annual meeting of the Company’s shareholders): Dr. Amusa and Dr. Lam |
| · | Class II (term expiring at the second annual meeting of the Company’s shareholders): Mr. Ugwumba |
| · | Class III (term expiring at the third annual meeting of the Company’s shareholders): Mr. Grossman and Dr. Manke |
Dr. Lam and Mr. Ugwumba are not parties to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Lam and Mr. Ugwumba and any other persons pursuant to which they were selected as directors.
In connection with the IPO, each of the members of the Board have entered into the Letter Agreement, the Registration Rights Agreement and Indemnification Agreements with the Company, as described under Item 1.01 to this Current Report on Form 8-K.
Effective as of the effectiveness of the Registration Statement, the composition of the standing committees of the Board were as follows:
| · | Audit Committee: Dr. Lam, Dr. Manke, and Mr. Ugwumba (chair) |
| · | Compensation Committee: Dr. Lam (chair) and Dr. Manke |
| · | Nominating and Corporate Governance Committee: Dr. Manke (chair) and Mr. Ugwumba |
The Board has determined that each member of the committees meets the applicable independence requirements for service on such committees pursuant to the applicable listing standards of the Nasdaq Capital Market and the Securities Exchange Act of 1934, as amended.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On August 26, 2026, the Company adopted its Second Amended and Restated Memorandum and Articles of Association (the “Amended Charter”), effective the same day. The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 8.01. | Other Events. |
Of the gross proceeds from the IPO and the Private Placement, a total of $75,000,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee, for the benefit of the Company’s public shareholders. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, and up to $100,000 of interest that may be used to pay liquidation and dissolution expenses, the proceeds from the IPO and the sale of the Private Placement Units held in the trust account will not be released from the trust account (1) to the Company until the completion of its initial business combination or (2) to the Company’s public shareholders until the earliest of: (a) the completion of the Company’s initial business combination, and then only in connection with those Class A Ordinary Shares that such shareholders properly elect to redeem, subject to certain limitations, (b) the redemption of any Class A Ordinary Shares included in the Units sold in the IPO (“public shares”) properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to modify the substance or timing of its obligation to provide holders of the public shares the right to have their shares redeemed or redeem 100% of the public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or such earlier date as the Board may approve or (ii) with respect to any other provision relating to the rights of holders of the public shares or pre-initial business combination activity and (c) the redemption of the public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO or such earlier date as the Board may approve, or such later date as may be approved by the Company’s shareholders, subject to applicable law.
On August 26, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
On August 28, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, by and between the Registrant and Chardan Capital Markets, LLC, dated August 26, 2026. | |
| 3.1 | Second Amended and Restated Memorandum and Articles of Association. | |
| 4.1 | Warrant Agreement, by and between the Registrant and Continental Stock Transfer & Trust Company, dated August 26, 2026. | |
| 10.1 | Investment Management Trust Agreement, by and between the Registrant and Continental Stock Transfer & Trust Company, dated August 26, 2026. | |
| 10.2 | Registration Rights Agreement, by and among the Registrant, the Sponsor, and each director of the Registrant, dated August 26, 2026. | |
| 10.3 | Private Placement Unit Purchase Agreement, by and between the Registrant and the Sponsor, dated August 26, 2026. | |
| 10.4 | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-298076) filed on August 6, 2026). | |
| 10.5 | Letter Agreement, by and among the Registrant, the Sponsor, and each director and officer of the Registrant, dated August 26, 2026. | |
| 99.1 | Pricing Press Release. | |
| 99.2 | Closing Press Release. | |
| 104 | Cover Page Interactive Data File (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.
Dated: August 28, 2026
| Rainier Acquisition Corporation | |||
| By: | /s/ Gbola Amusa | ||
| Name: | Gbola Amusa, M.D., CFA | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
Rainier Acquisition Corporation Announces Pricing of $75,000,000 Initial Public Offering
NEW YORK, Aug. 26, 2026 (GLOBE NEWSWIRE) – Rainier Acquisition Corporation (the “Company”) announced today that it priced its initial public offering of 7,500,000 units consisting of one Class A ordinary share and one-quarter of one redeemable warrant at a price of $10.00 per unit. The offering is expected to generate gross proceeds of $75,000,000 before underwriting discounts and offering expenses. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. No fractional warrants will be issued upon separation of the units, and only whole warrants will trade. The units are expected to be listed on The Nasdaq Capital Market and trade under the ticker symbol “RNAQU” beginning August 27, 2026. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on The Nasdaq Capital Market under the symbols “RNAQ” and “RNAQW,” respectively. The offering is expected to close on August 28, 2026, subject to customary closing conditions.
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus its search on the global life sciences industries, including therapeutics, diagnostics, genomics, precision medicine, life science tools, research services, biomanufacturing, and related subsectors, although its efforts to identify a prospective target business will not be limited to any particular industry or geographical region. The Company’s management team is led by Gbola Amusa, MD, CFA, Chief Executive Officer, and Guy Barudin, Chief Financial Officer.
Chardan is acting as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,125,000 units at the initial public offering price to cover over-allotments, if any.
The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained from Chardan, 1 Pennsylvania Plaza, Suite 4800, New York, New York 10119, or by email at: prospectus@chardan.com.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on August 26, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated closing of the offering and the Company’s search for an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Gbola Amusa, Chief Executive Officer
1 Pennsylvania Plaza, Suite 4800
New York, NY 10119
Tel.: (646) 465-9000
gamusa@rainier-acq.com
Exhibit 99.2
Rainier Acquisition Corporation Announces Closing of $75,000,000 Initial Public Offering
NEW YORK, August 28, 2026 – Rainier Acquisition Corporation (the "Company") announced today the closing of its initial public offering of 7,500,000 units consisting of one Class A ordinary share and one-quarter of one redeemable warrant at a price of $10.00 per unit. The offering generated gross proceeds to the Company of $75,000,000, before underwriting discounts and offering expenses. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. The units began trading on the Nasdaq Capital Market on August 27, 2026 under the ticker symbol “RNAQU.” Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on The Nasdaq Capital Market under the symbols "RNAQ" and "RNAQW," respectively.
The Company is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus its search on the global life sciences industries, including therapeutics, diagnostics, genomics, precision medicine, life science tools, research services, biomanufacturing, and related subsectors, although its efforts to identify a prospective target business will not be limited to any particular industry or geographical region. The Company's management team is led by Gbola Amusa, MD, CFA, Chief Executive Officer, and Guy Barudin, Chief Financial Officer.
Chardan acted as the sole book-running manager for the offering. The Company has granted the underwriter a 45-day option to purchase up to an additional 1,125,000 units at the initial public offering price to cover over-allotments, if any.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Chardan, 1 Pennsylvania Plaza, Suite 4800, New York, New York 10119, or by email at: prospectus@chardan.com.
A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the "SEC") on August 26, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State or jurisdiction.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements," including with respect to the Company's search for an initial business combination. No assurance can be given that the offering will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated.
Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Gbola Amusa, Chief Executive Officer
1 Pennsylvania Plaza, Suite 4800
New York, NY 10119
Tel.: (646) 465-9000
gamusa@rainier-acq.com
Filing Exhibits & Attachments
13 documentsPress Releases
Agreements & Contracts
Other Documents
- EX-1.1 EXHIBIT 1.1 238.7 KB
- EX-3.1 EXHIBIT 3.1 328.7 KB
- EX-4.1 EXHIBIT 4.1 120.3 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.2 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 26.8 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 37.2 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 25.4 KB