Rainier director buys 5,625 units at $10

Rainier Acquisition Corp (RNAQU) insider activity shows Ravenna 7 LLC, an entity for which director and ten percent owner Jonas Grossman is the sole managing member, purchased 5,625 units in a private placement at $10.00 per unit.

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) insider activity shows Ravenna 7 LLC, an entity for which director and ten percent owner Jonas Grossman is the sole managing member, purchased 5,625 units in a private placement at $10.00 per unit. Each unit includes one Class A ordinary share and one-quarter of one warrant, resulting in the acquisition of 5,625 Class A ordinary shares and 1,407 warrants to purchase Class A ordinary shares at an exercise price of $11.50 per share. After these transactions, Ravenna 7 LLC holds 200,000 Class A ordinary shares and 50,000 warrants indirectly reported by Grossman, who disclaims beneficial ownership except to the extent of his pecuniary interest. The warrants become exercisable on the later of August 28, 2026 and completion of Rainier’s initial business combination, and will expire on the fifth anniversary of that business combination or earlier upon redemption or liquidation. No Rule 10b5-1 trading plan is reported for these purchases.

Insider Trade Summary

Net Buyer: 7,032 shares

Net Buy 2 txns

Insider GROSSMAN JONAS, Ravenna 7 LLC

Role Director, 10% Owner | 10% Owner

Bought 7,032 shs ($70K)

Type	Security	Shares	Price	Value
Purchase	Warrants to purchase Class A ordinary shares F1, F3, F2	1,407	$10.00	$14K
Purchase	Class A ordinary shares F1, F2	5,625	$10.00	$56K

Holdings After Transaction: Warrants to purchase Class A ordinary shares — 50,000 contracts (Indirect, By Ravenna 7 LLC); Class A ordinary shares — 200,000 shares (Indirect, By Ravenna 7 LLC)

Footnotes (3)

1. F1. Represents securities underlying 5,625 units (the "Units") purchased by Ravenna 7 LLC from the Issuer in a private placement at a purchase price of $10.00 per Unit. 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 warrant (the "Warrants"), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.
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.
3. F3. The Warrants will become exercisable on the later of (i) August 28, 2026 and (ii) the completion of the Issuer's initial business combination. The Warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

Key Figures

Units purchased: 5,625 units Purchase price per unit: $10.00 per unit Warrants acquired: 1,407 warrants +4 more

7 metrics

Units purchased 5,625 units Private placement purchase by Ravenna 7 LLC at $10.00 per unit

Purchase price per unit $10.00 per unit Private placement of 5,625 units including shares and warrants

Warrants acquired 1,407 warrants One-quarter warrant per unit underlying the 5,625 units purchased

Warrant exercise price $11.50 per share Each whole warrant entitles purchase of one Class A ordinary share

Post-transaction Class A ordinary shares 200,000 shares Class A ordinary shares held indirectly by Ravenna 7 LLC after transactions

Post-transaction warrants 50,000 warrants Warrants to purchase Class A ordinary shares held by Ravenna 7 LLC after transactions

Warrant exercisability date August 28, 2026 Warrants exercisable on the later of this date and completion of initial business combination

Key Terms

private placement, pecuniary interest, initial business combination, exercise price, +1 more

5 terms

private placement financial

"units purchased by Ravenna 7 LLC from the Issuer in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pecuniary interest financial

"disclaims beneficial ownership of these shares except to the extent of his pecuniary interest"

initial business combination financial

"The Warrants will become exercisable on the later of August 28, 2026 and the completion 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.

exercise price financial

"each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

redemption or liquidation financial

"The Warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination or earlier upon redemption or liquidation"

FAQ

What did the insider associated with RNAQU buy in this Form 4 filing?

The filing reports that Ravenna 7 LLC, associated with director and ten percent owner Jonas Grossman, purchased 5,625 units in a private placement. Each unit includes one Class A ordinary share and one-quarter of one warrant, all at a price of $10.00 per unit.

How many Rainier Acquisition Corp (RNAQU) shares and warrants were acquired?

The purchases represent 5,625 Class A ordinary shares and 1,407 warrants to purchase Class A ordinary shares. Each whole warrant entitles the holder to buy one Class A ordinary share at an $11.50 per share exercise price, subject to adjustment.

What are the post-transaction holdings reported for RNAQU in this Form 4?

After these transactions, Ravenna 7 LLC is reported as holding 200,000 Class A ordinary shares and 50,000 warrants of Rainier Acquisition Corp indirectly through Jonas Grossman. He disclaims beneficial ownership except to the extent of his pecuniary interest, if any.

When do the warrants reported in this RNAQU Form 4 become exercisable?

The warrants become exercisable on the later of August 28, 2026 and the completion of Rainier Acquisition Corp’s initial business combination. They will expire on the fifth anniversary of that business combination or earlier upon redemption or liquidation.

Was a Rule 10b5-1 trading plan used for the RNAQU insider purchases?

No. The filing indicates the Rule 10b5-1 checkbox is not affirmatively marked, and there is no footnote stating that these transactions were made pursuant to a Rule 10b5-1 trading plan or other pre-arranged trading arrangement.

How is Jonas Grossman related to the securities reported for RNAQU?

The securities are held directly by Ravenna 7 LLC, of which Jonas Grossman is the sole managing member. The filing states that 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 - 04:22 PM Accepted by SEC EDGAR 09/02/2026 - 04:21 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	09/02/2026		P(1)		5,625	A	$10(1)	200,000	I	By Ravenna 7 LLC(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to purchase Class A ordinary shares	$11.5	09/02/2026		P(1)		1,407		(3)	(3)	Class A ordinary shares	1,407	$10(1)	50,000	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. Represents securities underlying 5,625 units (the "Units") purchased by Ravenna 7 LLC from the Issuer in a private placement at a purchase price of $10.00 per Unit. 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 warrant (the "Warrants"), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment.

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.

3. The Warrants will become exercisable on the later of (i) August 28, 2026 and (ii) the completion of the Issuer's initial business combination. The Warrants will expire on the fifth anniversary of the completion of the Issuer's initial business combination or earlier upon redemption or liquidation.

	/s/ Guy Barudin, Attorney-in-Fact for Jonas Grossman	09/02/2026
	RAVENNA 7 LLC, By: /s/ Guy Barudin, Attorney-in-Fact for Jonas Grossman, Managing Member	09/02/2026
	** 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 4 (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 4: SEC 1474 (03-26)