Rainier Acquisition director owns 25K Class B

Rainier Acquisition Corp (RNAQU) director and reporting person Ugwumba Chidozie filed an initial statement of beneficial ownership.

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) director and reporting person Ugwumba Chidozie filed an initial statement of beneficial ownership. The filing reports direct ownership of 25,000 Class B ordinary shares, each convertible into one Class A ordinary share. The Class B ordinary shares have no expiration date, and no purchases or sales are reported.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ugwumba Chidozie

Role Director

Type	Security	Shares	Price	Value
holding	Class B ordinary shares F1	--	--	--

Holdings After Transaction: Class B ordinary shares — 25,000 contracts (Direct)

Footnotes (1)

1. F1. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder, and will automatically convert at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis. The Class B ordinary shares have no expiration date.

Key Figures

Class B ordinary shares held: 25,000 shares Underlying Class A ordinary shares: 25,000 shares Conversion ratio: 1 Class B ordinary share for 1 Class A ordinary share +1 more

4 metrics

Class B ordinary shares held 25,000 shares Directly owned by director Ugwumba Chidozie following the reported position

Underlying Class A ordinary shares 25,000 shares Each Class B ordinary share is convertible into one Class A ordinary share

Conversion ratio 1 Class B ordinary share for 1 Class A ordinary share Conversion at the option of the holder or automatically at initial business combination

Expiration of Class B ordinary shares No expiration date Footnote states Class B ordinary shares have no expiration date

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, one-for-one basis

4 terms

Class B ordinary shares financial

"Each Class B ordinary share is convertible into one Class A ordinary share"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Class A ordinary shares financial

"convertible into one Class A ordinary share at the option of the holder"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

initial business combination financial

"will automatically convert at the time of the Issuer's 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.

one-for-one basis financial

"on a one-for-one basis. The Class B ordinary shares have no expiration date"

FAQ

What insider position did Ugwumba Chidozie report in Rainier Acquisition Corp (RNAQU)?

The filing reports that director Ugwumba Chidozie beneficially owns 25,000 Class B ordinary shares of Rainier Acquisition Corp, held directly. These Class B shares are convertible into an equal number of Class A ordinary shares.

How many shares are covered in this Form 3 for RNAQU?

The Form 3 reports 25,000 Class B ordinary shares, directly owned. Each Class B share is convertible into one Class A ordinary share, so the position corresponds to 25,000 underlying Class A ordinary shares.

What are the conversion terms of the Class B ordinary shares reported for RNAQU?

Each reported Class B ordinary share is convertible into one Class A ordinary share at the option of the holder and will automatically convert at the time of Rainier Acquisition Corp’s initial business combination or earlier at the option of the holder.

Do the Class B ordinary shares in this RNAQU filing have an expiration date?

No. The footnote states that the Class B ordinary shares have no expiration date, meaning the conversion feature into Class A ordinary shares does not expire under the terms described.

Does this RNAQU Form 3 disclose any share purchases or sales?

No. The Form 3 is an initial statement of beneficial ownership and lists a holding of 25,000 Class B ordinary shares. It does not report any purchase, sale, or other transactional movement of shares.

Is a Rule 10b5-1 trading plan mentioned in this RNAQU Form 3?

No Rule 10b5-1 trading plan is reported. The filing simply discloses the initial beneficial ownership of Class B ordinary shares and their conversion terms into Class A ordinary shares.

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Available on EDGAR 09/02/2026 - 09:11 AM Accepted by SEC EDGAR 08/26/2026 - 05:24 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

Ugwumba Chidozie

(Last) (First) (Middle)

1 PENN PLAZA, 48TH FLOOR

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2026

3. Issuer Name and Ticker or Trading Symbol
Rainier Acquisition Corp [ RNAQ ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares	(1)	(1)	Class A ordinary shares	25,000	(1)	D

Explanation of Responses:

1. Each Class B ordinary share is convertible into one Class A ordinary share at the option of the holder, and will automatically convert at the time of the Issuer's initial business combination or earlier at the option of the holder, on a one-for-one basis. The Class B ordinary shares have no expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Guy Barudin, Attorney-in-Fact	08/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)