Rainier Acquisition holder reports 862,500 shares

Investment entities tied to 683 Capital report an indirect stake exceeding 10% of Rainier Acquisition Corp’s Class A Ordinary Shares.

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) received an initial ownership report showing that investment entities associated with 683 Capital hold indirect positions in its securities. The filing is made jointly by 683 Capital Management, LLC, 683 Capital Partners, LP and Ari Zweiman as ten percent owners.

Through 683 Capital Partners, LP, they report indirect ownership of 862,500 Class A Ordinary Shares and redeemable warrants linked to 215,625 Class A Ordinary Shares. These securities are included within 862,500 Units purchased at $10.00 per Unit, each Unit consisting of one Class A share and one-quarter of a redeemable warrant exercisable at $11.50 per share. The reporting persons state they may be deemed part of a Section 13(d) group holding over 10% of the Class A shares and disclaim beneficial ownership beyond their pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider 683 Capital Management, LLC, 683 Capital Partners, LP, Zweiman Ari

Role 10% Owner | 10% Owner | 10% Owner

Type	Security	Shares	Price	Value
holding	Redeemable warrants F4, F5, F3, F1, F2	--	--	--
holding	Class A Ordinary Shares, $0.0001 Par Value F1, F2	--	--	--

Holdings After Transaction: Redeemable warrants — 215,625 contracts (Indirect, By 683 Capital Partners, LP); Class A Ordinary Shares, $0.0001 Par Value — 862,500 shares (Indirect, By 683 Capital Partners, LP)

Footnotes (5)

1. F1. This Form 3 is filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Class A Ordinary Shares, $0.0001 par value per share, of Rainier Acquisition Corporation (the "Issuer"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. F2. Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.
3. F3. Each warrant will become exercisable on the later of (i) one year following the Issuer's initial public offering and (ii) the completion by the Issuer of any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination"), and expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.
4. F4. Exercise price is subject to adjustment in accordance with its terms.
5. F5. The reported securities are included within 862,500 Units of the Issuer purchased by the Reporting Persons at $10.00 per Unit. Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-quarter of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

Key Figures

Indirectly held Class A Ordinary Shares: 862,500 shares Underlying shares from redeemable warrants: 215,625 shares Units purchased: 862,500 Units +3 more

6 metrics

Indirectly held Class A Ordinary Shares 862,500 shares Held indirectly through 683 Capital Partners, LP as reported on Form 3

Underlying shares from redeemable warrants 215,625 shares Class A Ordinary Shares underlying redeemable warrants held indirectly

Units purchased 862,500 Units Units of Rainier Acquisition Corp purchased by the reporting persons

Unit purchase price $10.00 per Unit Price paid for each Unit that includes one share and one-quarter warrant

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant, subject to adjustment

Ownership threshold More than 10% Section 13(d) group may collectively own more than 10% of Class A shares

Key Terms

Section 13(d) group, pecuniary interest, Business Combination, redeemable warrant, +1 more

5 terms

Section 13(d) group regulatory

"may be deemed to be a member of a Section 13(d) group that collectively owns"

pecuniary interest financial

"disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest"

Business Combination financial

"completion by the Issuer of any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination")"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

redeemable warrant financial

"one-quarter of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

beneficial ownership regulatory

"Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein"

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership in RNAQU does 683 Capital report on this Form 3?

The reporting persons indirectly hold 862,500 Class A Ordinary Shares of Rainier Acquisition Corp through 683 Capital Partners, LP, plus redeemable warrants linked to 215,625 additional Class A Ordinary Shares, all as part of 862,500 Units they purchased.

How did the 683 Capital group acquire its RNAQU position?

They acquired 862,500 Units of Rainier Acquisition Corp at $10.00 per Unit. Each Unit consists of one Class A Ordinary Share and one-quarter of one redeemable warrant, with each whole warrant exercisable for one Class A share at $11.50 per share, subject to adjustment.

What percentage stake in RNAQU do the reporting persons indicate?

They state they may be part of a Section 13(d) group that collectively owns more than 10% of Rainier Acquisition Corp’s Class A Ordinary Shares. Each reporting person disclaims beneficial ownership except to the extent of his or its pecuniary interest.

Who are the reporting persons on the RNAQU Form 3?

The Form 3 is filed jointly by 683 Capital Management, LLC, 683 Capital Partners, LP, and Ari Zweiman. 683 Capital Management is the investment manager of 683 Capital Partners, and Ari Zweiman is the Managing Member of 683 Capital Management.

What are the terms of the RNAQU redeemable warrants held by 683 Capital?

The redeemable warrants are exercisable for Class A Ordinary Shares at an exercise price of $11.50 per share, subject to adjustment. Each Unit bought includes one-quarter of one redeemable warrant, so every four Units provide one whole warrant.

When do the RNAQU warrants reported by 683 Capital become exercisable and expire?

Each warrant becomes exercisable on the later of one year after the company’s initial public offering and completion of a Business Combination, and expires five years after completion of the initial Business Combination, or earlier upon redemption or liquidation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 03:58 PM Accepted by SEC EDGAR 09/08/2026 - 03:58 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^*

683 Capital Management, LLC

(Last) (First) (Middle)

1700 BROADWAY

SUITE 4200

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2026

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)

	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)
Class A Ordinary Shares, $0.0001 Par Value	862,500	I(1)(2)	By 683 Capital Partners, LP

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
Redeemable warrants	(3)	(3)	Class A Ordinary Shares	215,625	$11.5(4)(5)	I(1)(2)	By 683 Capital Partners, LP

1. Name and Address of Reporting Person^*

683 Capital Management, LLC

(Last) (First) (Middle)

1700 BROADWAY

SUITE 4200

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

683 Capital Partners, LP

(Last) (First) (Middle)

C/O 683 CAPITAL GP, LLC

1700 BROADWAY, SUITE 4200

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Zweiman Ari

(Last) (First) (Middle)

C/O 683 CAPITAL MANAGEMENT

1700 BROADWAY, SUITE 4200

(Street)

NEW YORK NEW YORK 10019

(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. This Form 3 is filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Class A Ordinary Shares, $0.0001 par value per share, of Rainier Acquisition Corporation (the "Issuer"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.

2. Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners.

3. Each warrant will become exercisable on the later of (i) one year following the Issuer's initial public offering and (ii) the completion by the Issuer of any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination"), and expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

4. Exercise price is subject to adjustment in accordance with its terms.

5. The reported securities are included within 862,500 Units of the Issuer purchased by the Reporting Persons at $10.00 per Unit. Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-quarter of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

	683 CAPITAL MANAGEMENT, LLC; By: /s/ Ari Zweiman, Managing Member	09/08/2026
	683 CAPITAL PARTNERS, LP; By: 683 Capital GP, LLC General Partner; By: /s/ Ari Zweiman, Managing Member	09/08/2026
	/s/ Ari Zweiman	09/08/2026
	** 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)