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Rainier Acquisition director buys 194K shares

Rainier Acquisition Corp (RNAQU) reports that an entity associated with director and ten percent owner Jonas Grossman, Ravenna 7 LLC, purchased 194,375 Class A ordinary shares and warrants to purchase 48,593 Class A ordinary shares on August 28, 2026.

(Very High)
(Positive)
Form Type
4

Rhea-AI Filing Summary

Rainier Acquisition Corp (RNAQU) reports that an entity associated with director and ten percent owner Jonas Grossman, Ravenna 7 LLC, purchased 194,375 Class A ordinary shares and warrants to purchase 48,593 Class A ordinary shares on August 28, 2026. The securities were acquired in a private placement of 194,375 units at $10.00 per Unit, each Unit consisting of one Class A ordinary share and one-quarter of one warrant. The warrants carry a $11.50 exercise price per share and become exercisable on the later of August 28, 2026 and completion of Rainier Acquisition Corp’s initial business combination, expiring on the fifth anniversary of that business combination or earlier upon redemption or liquidation. The holdings are reported as indirect, held by Ravenna 7 LLC, for which Grossman is sole managing member and he disclaims beneficial ownership except to the extent of any pecuniary interest.

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Insider GROSSMAN JONAS, Ravenna 7 LLC
Role Director, 10% Owner | 10% Owner
Bought 242,968 shs ($2.43M)
Type Security Shares Price Value
Purchase Warrants to purchase Class A ordinary shares F1, F3, F2 48,593 $10.00 $486K
Purchase Class A ordinary shares F1, F2 194,375 $10.00 $1.94M
Holdings After Transaction: Warrants to purchase Class A ordinary shares — 48,593 contracts (Indirect, By Ravenna 7 LLC); Class A ordinary shares — 194,375 shares (Indirect, By Ravenna 7 LLC)
Footnotes (3)
  1. F1. Represents securities underlying 194,375 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.
Class A ordinary shares acquired 194,375 shares Indirectly acquired by Ravenna 7 LLC on August 28, 2026 via private placement Units
Warrants acquired 48,593 warrants Warrants to purchase Class A ordinary shares, acquired August 28, 2026 as part of Units
Unit purchase price $10.00 per Unit Private placement of 194,375 Units purchased by Ravenna 7 LLC
Warrant exercise price $11.50 per share Each whole warrant entitles purchase of one Class A ordinary share
Warrant exercisability start August 28, 2026 or completion of initial business combination, whichever is later Condition for warrants to become exercisable
Warrant expiration Fifth anniversary of completion of initial business combination Earlier upon redemption or liquidation
private placement financial
"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.
initial business combination financial
"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.
beneficial ownership financial
"Mr. Grossman disclaims beneficial ownership of these shares"
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.
pecuniary interest financial
"except to the extent of his pecuniary interest therein, if any"
par value financial
"one Class A ordinary share, $0.0001 par value per share"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

FAQ

What did insiders affiliated with RNAQU buy on August 28, 2026?

An entity associated with Rainier Acquisition Corp (RNAQU) director Jonas Grossman, Ravenna 7 LLC, acquired 194,375 Class A ordinary shares and warrants to purchase 48,593 Class A ordinary shares through a private placement of Units.

At what price were the RNAQU units purchased by Ravenna 7 LLC?

Ravenna 7 LLC purchased 194,375 Units at $10.00 per Unit, each Unit consisting of one Class A ordinary share and one-quarter of one warrant, in a private placement from Rainier Acquisition Corp.

What are the key terms of the RNAQU warrants acquired on August 28, 2026?

The warrants acquired by Ravenna 7 LLC entitle the holder to purchase one Class A ordinary share at $11.50 per share. They become exercisable on the later of August 28, 2026 and completion of Rainier Acquisition Corp’s initial business combination, and expire on the fifth anniversary of that business combination or earlier upon redemption or liquidation.

How are the RNAQU securities held and who is the reporting person?

The Class A shares and warrants are held indirectly by Ravenna 7 LLC. Jonas Grossman, a director and ten percent owner of Rainier Acquisition Corp, is Ravenna 7 LLC’s sole managing member and disclaims beneficial ownership except to the extent of any pecuniary interest.

Were the RNAQU transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 checkbox is not affirmed, and there is no footnote stating that the August 28, 2026 transactions were made pursuant to a Rule 10b5-1 or pre-arranged trading plan.

How many RNAQU securities does Ravenna 7 LLC hold after these transactions?

After the August 28, 2026 transactions, Ravenna 7 LLC is reported as holding 194,375 Class A ordinary shares and warrants to purchase 48,593 Class A ordinary shares, all as indirect holdings reported in the Form 4.

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

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SEC Form 4
FORM 4UNITED 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)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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)
CodeVAmount(A) or (D)Price
Class A ordinary shares08/28/2026P(1)194,375A$10(1)194,375IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants to purchase Class A ordinary shares$11.508/28/2026P(1)48,593 (3) (3)Class A ordinary shares48,593$10(1)48,593IBy 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
XDirectorX10% 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
DirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Represents securities underlying 194,375 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 Grossman08/28/2026
RAVENNA 7 LLC, By: /s/ Guy Barudin, Attorney-in-Fact for Jonas Grossman, Managing Member08/28/2026
** Signature of Reporting PersonDate
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)