Rainier Acquisition owners report 2.03M Class B shares

Rainier Acquisition Corp (RNAQU) reported initial insider holdings for director and ten percent owner Jonas Grossman and for ten percent owner Ravenna 7 LLC.

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) reported initial insider holdings for director and ten percent owner Jonas Grossman and for ten percent owner Ravenna 7 LLC. Grossman holds 25,000 Class B ordinary shares directly, each convertible into one Class A ordinary share. Ravenna 7 LLC holds 2,031,250 Class B ordinary shares indirectly attributable to Grossman, who is its sole managing member and disclaims beneficial ownership except to the extent of any pecuniary interest. The Class B shares are convertible on a one-for-one basis into Class A shares at the holder’s option or automatically at the time of the issuer’s initial business combination and have no expiration date.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GROSSMAN JONAS, Ravenna 7 LLC

Role Director, 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Class B ordinary shares F1	--	--	--
holding	Class B ordinary shares F1, F2	--	--	--

Holdings After Transaction: Class B ordinary shares — 25,000 contracts (Direct); Class B ordinary shares — 2,031,250 contracts (Indirect, By Ravenna 7 LLC)

Footnotes (2)

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.
2. F2. Shares held directly by Ravenna 7 LLC, of which Jonas Grossman is the sole managing member. Mr. Grossman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

Key Figures

Direct Class B ordinary shares held by Jonas Grossman: 25,000 shares Indirect Class B ordinary shares held by Ravenna 7 LLC: 2,031,250 shares Underlying Class A ordinary shares (direct position): 25,000 shares +1 more

4 metrics

Direct Class B ordinary shares held by Jonas Grossman 25,000 shares Class B ordinary shares, each convertible into one Class A ordinary share

Indirect Class B ordinary shares held by Ravenna 7 LLC 2,031,250 shares Held by Ravenna 7 LLC, attributable to Jonas Grossman as sole managing member

Underlying Class A ordinary shares (direct position) 25,000 shares Underlying Class A ordinary shares from Grossman’s direct Class B holdings

Underlying Class A ordinary shares (indirect position) 2,031,250 shares Underlying Class A ordinary shares from Ravenna 7 LLC’s Class B holdings

Key Terms

Class B ordinary shares, Class A ordinary shares, initial business combination, beneficial ownership

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

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

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.

beneficial ownership financial

"Mr. Grossman disclaims beneficial ownership of these shares except to the extent"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

FAQ

Who is the reporting insider in Rainier Acquisition Corp (RNAQU)'s Form 3?

The Form 3 lists Jonas Grossman as a reporting person, identified as a director and ten percent owner of Rainier Acquisition Corp, and also identifies Ravenna 7 LLC as a ten percent owner.

How many Class B ordinary shares of RNAQU does Jonas Grossman hold directly?

Jonas Grossman holds 25,000 Class B ordinary shares of Rainier Acquisition Corp directly. Each Class B ordinary share is convertible into one Class A ordinary share and has no expiration date.

What are Ravenna 7 LLC's holdings in Rainier Acquisition Corp (RNAQU)?

Ravenna 7 LLC holds 2,031,250 Class B ordinary shares of Rainier Acquisition Corp indirectly attributable to Jonas Grossman. Each of these Class B shares is convertible into 2,031,250 Class A ordinary shares on a one-for-one basis.

How are RNAQU Class B ordinary shares convertible into Class A ordinary shares?

Each Class B ordinary share of Rainier Acquisition Corp 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 holder’s option, on a one-for-one basis.

Does Jonas Grossman claim full beneficial ownership of Ravenna 7 LLC's RNAQU shares?

No. The disclosure states that the shares are held directly by Ravenna 7 LLC, of which Jonas Grossman is the sole managing member, and that Mr. Grossman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, if any.

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Available on EDGAR 09/02/2026 - 09:11 AM Accepted by SEC EDGAR 08/26/2026 - 05:26 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
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GROSSMAN JONAS

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

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

	Form filed by One Reporting Person
X	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
Class B ordinary shares	(1)	(1)	Class A ordinary shares	2,031,250	(1)	I	By Ravenna 7 LLC(2)

1. Name and Address of Reporting Person^*

GROSSMAN JONAS

(Last) (First) (Middle)

1 PENN PLAZA, 48TH FLOOR

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ravenna 7 LLC

(Last) (First) (Middle)

1 PENN PLAZA, 48TH FLOOR

(Street)

NEW YORK NEW YORK 10119

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

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.

2. Shares held directly by Ravenna 7 LLC, of which Jonas Grossman is the sole managing member. Mr. Grossman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, if any.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Guy Barudin, Attorney-in-Fact for Jonas Grossman	08/26/2026
	RAVENNA 7 LLC, By: /s/ Guy Barudin, Attorney-in-Fact for Jonas Grossman, Managing Member	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)