Overview
- TickerRANG on Nasdaq1
- IndustryBlank Checks1
- HeadquartersCold Spring Harbor, New York1
- Incorporated inCayman Islands2
- Business address44 Main Street, Cold Spring Harbor, Ny 117242
- Filer category, Emerging growth company2
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Range Capital Acquisition Corp. (the “Company”) is a blank check company incorporated on July 24, 2024, as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this Annual Report as our “business combination,” “Business Combination,” or “initial business combination,” with one or more businesses or entities, which we refer to throughout this Annual Report as a “target business” or “target businesses.” We are not limited to target businesses in any specific industry or geographic location. We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. Our management team is continuously made aware of potential business opportunities, on…3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.4
| Period ending | 2025-12-31 |
|---|---|
| Operating costs | $802.6K |
| Loss from Operations | -$802.6K |
| Change on fair value of over-allotment option liability | -$446 |
| Interest earned on marketable securities held in Trust Account | $4.8M |
| Total other income (expense), net | $4.8M |
| Net income (loss) | $4.0M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 |
|---|---|---|---|
| Cash | $313.3K | $881.9K | |
| Prepaid expenses | $104.0K | $128.7K | |
| Total current assets | $417.3K | $1.0M | |
| Long-term prepaid insurance | $0 | $100.1K | |
| Investments held in Trust Account | $120.5M | $100.6M | |
| Total Assets | $120.9M | $101.7M | |
| Accrued offering costs | $75.0K | $75.0K | |
| Accounts payable and accrued expenses | $131.6K | $41.1K | |
| Over-allotment option liability | $0 | $148.0K | |
| Total Liabilities | $206.6K | $264.1K | |
| Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of approximately $10.38 and $10.06 per share as of September 30, 2025 and December 31, 2024, respectively | $120.5M | $100.6M | |
| Preference shares, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | $0 | $0 | |
| Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively | $454 | $450 | |
| Additional paid-in capital | $0 | $885.6K | |
| Retained Earnings (Accumulated deficit) | $210.2K | -$39.5K | |
| Total Shareholders' Equity | $210.7K | $846.5K | |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity | $120.9M | $101.7M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 100.0M shares | 100.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares, issued | 4.5M shares | 4.5M shares | |
| Common stock, shares, outstanding | 4.5M shares | 4.5M shares | |
| Temporary Equity, Shares Outstanding | 11.5M shares | 10.0M shares | 10.0M shares |
| Temporary Equity, Redemption Price Per Share | $10.48 | $10.06 |
| Period ending | 2025-12-31 | 2024-12-31 | 2024-07-31 |
|---|---|---|---|
| Cash | $313.3K | $881.9K | |
| Prepaid expenses | $104.0K | $128.7K | |
| Total current assets | $417.3K | $1.0M | |
| Long-term prepaid insurance | $0 | $100.1K | |
| Investments held in Trust Account | $120.5M | $100.6M | |
| Total Assets | $120.9M | $101.7M | |
| Accrued offering costs | $75.0K | $75.0K | |
| Accounts payable and accrued expenses | $131.6K | $41.1K | |
| Over-allotment option liability | $0 | $148.0K | |
| Total Liabilities | $206.6K | $264.1K | |
| Ordinary shares subject to possible redemption, 11,500,000 and 10,000,000 shares at redemption value of approximately $10.38 and $10.06 per share as of September 30, 2025 and December 31, 2024, respectively | $120.5M | $100.6M | |
| Preference shares, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | $0 | $0 | |
| Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 4,537,500 and 4,500,000 issued and outstanding (excluding 11,500,000 and 10,000,000 subject to possible redemption) as of September 30, 2025 and December 31, 2024, respectively | $454 | $450 | |
| Additional paid-in capital | $0 | $885.6K | |
| Retained Earnings (Accumulated deficit) | $210.2K | -$39.5K | |
| Total Shareholders' Equity | $210.7K | $846.5K | |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Equity | $120.9M | $101.7M | |
| Preferred stock, par value | $0.00 | $0.00 | |
| Preferred stock, shares authorized | 100.0M shares | 100.0M shares | |
| Preferred stock, shares issued | 0 shares | 0 shares | |
| Preferred stock, shares outstanding | 0 shares | 0 shares | |
| Common stock, par value | $0.00 | $0.00 | |
| Common stock, shares authorized | 500.0M shares | 500.0M shares | |
| Common stock, shares, issued | 4.5M shares | 4.5M shares | |
| Common stock, shares, outstanding | 4.5M shares | 4.5M shares | |
| Temporary Equity, Shares Outstanding | 11.5M shares | 10.0M shares | 10.0M shares |
| Temporary Equity, Redemption Price Per Share | $10.48 | $10.06 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.4
| Period ending | 2025-12-31 |
|---|---|
| Net income (loss) | $4.0M |
| Interest earned on marketable securities held in Trust Account | -$4.8M |
| Change in Fair Value of Overallotment liability | $446 |
| Prepaid expenses and other current assets | $124.8K |
| Accounts payable and accrued expenses | $90.5K |
| Net cash used in operating activities | -$587.3K |
| Investment of cash in Trust Account | -$15.1M |
| Net cash used in investing activities | -$15.1M |
| Proceeds from sale of Units, net of underwriting discounts paid | $14.7M |
| Proceeds from sale of Private Placement Units | $375.0K |
| Proceeds from share subscription receivable from shareholder | $0 |
| Proceeds from issuance of representative shares | $0 |
| Proceeds from promissory note related party | $0 |
| Repayment of promissory noterelated party | $0 |
| Payment of offering costs | $0 |
| Net cash provided by financing activities | $15.1M |
| Net Change in Cash | -$568.5K |
| Remeasurement of carrying value to redemption value | $5.4M |
| Deferred offering costs included in accrued offering costs | $0 |
| Deferred offering costs paid by Sponsor in exchange for issuance of non-redeemable ordinary shares | $0 |
No quarter-by-quarter statement was filed.
Compare Range Capital Acquisition Corp. with another company
Corporate structure
Range Capital Acquisition Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Range Capital Acquisition Corp.
- D. E. SHAW & CO, L.P. Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Aug 14, 2026 (2 filings since Jan 24, 2025)
- Polar Asset Management Partners Inc. Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Aug 14, 2026 (3 filings since Feb 14, 2025)
- Barclays Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Aug 13, 2026 (5 filings since Feb 14, 2025)
- W. R. Berkley Filed SCHEDULE 13G on Range Capital Acquisition Corp., latest Aug 6, 2026
- Bank of Montreal Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Feb 12, 2026 (4 filings since May 8, 2025)
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Feb 2, 2026 (2 filings since Jul 21, 2025)
- Magnetar Financial LLC Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest Aug 8, 2025 (2 filings since Jan 29, 2025)
- AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest May 15, 2025 (2 filings since Feb 14, 2025)
- First Trust Capital Management L.P. Filed SCHEDULE 13G/A on Range Capital Acquisition Corp., latest May 15, 2025 (2 filings since Feb 14, 2025)
- Range Capital Acquisition Sponsor, LLC Filed SCHEDULE 13G on Range Capital Acquisition Corp., latest Feb 13, 2025
- Range Capital Acquisition Corp. Cold Spring Harbor, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Range Capital Acquisition Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
Properties, in its own words
We currently maintain our executive offices at 44 Main Street, Cold Spring Harbor, New York 11724. The cost for this space is included in the $10,000 per month fee that we pay Sponsor or an affiliate of thereof for office space, secretarial and administrative services. We consider our current office space adequate for our current operations.
Item 2 of the 10-K filed Mar 25, 2026.3
Leadership
Who has led Range Capital Acquisition Corp., and when. Pick a name to see everywhere that person has worked.
- Chief executive officerTim Rotolo Dec 19, 2024 to Jan 6, 20257
- Chief financial officerTim Rotolo Dec 19, 2024 to Jan 6, 20257
Board members and other officers (3)
- Board memberAlexander C. Matina Dec 19, 2024 to Dec 19, 20248
- Board memberJames Grigor Dec 19, 2024 to Dec 19, 20249
- Board memberTim Rotolo Dec 19, 2024 to Jan 6, 20257
Timeline
- Sep 23, 20268-K Other events10
- Sep 16, 20268-K Listing notice or transfer11
- Aug 25, 20268-K Other events12
- Jul 24, 20268-K Other events13
- Jun 25, 20268-K Entered a material agreement; New debt or obligation; Bylaws or fiscal year changed14
- May 22, 20268-K Other events15
- Apr 20, 20268-K Entered a material agreement; New debt or obligation16
- Apr 3, 20258-K Change of auditor17
- Jan 8, 20258-K Other events18
- Jan 6, 20258-K Unregistered sale of shares; Other events19
- Dec 31, 20248-K Other events20
- Dec 26, 20248-K Entered a material agreement; Unregistered sale of shares; Executive or director change21
- Dec 19, 2024New chief executive Tim Rotolo becomes CEO7
Filings
69 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 12 major events, 9 insider forms, 24 large holders, 16 other. The latest 20:
- Sep 23, 20268-K EDGAR
- Sep 16, 20268-K EDGAR
- Aug 25, 20268-K EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 14, 2026SCHEDULE 13G/A EDGAR
- Aug 13, 202610-Q EDGAR
- Aug 13, 2026SCHEDULE 13G/A EDGAR
- Aug 6, 2026SCHEDULE 13G EDGAR
- Jul 24, 20268-K EDGAR
- Jun 25, 20268-K EDGAR
- May 22, 2026DEFA14A EDGAR
- May 22, 20268-K EDGAR
- May 14, 2026SCHEDULE 13G/A EDGAR
- May 13, 202610-Q EDGAR
- May 5, 2026DEF 14A EDGAR
- Apr 24, 2026PRE 14A EDGAR
- Apr 20, 20268-K EDGAR
- Mar 25, 202610-K EDGAR
- Feb 12, 2026SCHEDULE 13G/A EDGAR
- Feb 2, 2026SCHEDULE 13G/A EDGAR
The 69 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jan 3, 2025 | Range Capital Acquisition Sponsor, LLC10% owner | Buy | 28,125 | Form 4 | ||
| Jan 3, 2025 | Rotolo TimCEO and CFO | Buy | 28,125 | Form 4 | ||
| Dec 23, 2024 | Rotolo TimCEO and CFO | Buy | 300,000 | Form 4 | ||
| Dec 23, 2024 | Range Capital Acquisition Sponsor, LLC10% owner | Buy | 300,000 | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- D. E. SHAW & CO, L.P.SCHEDULE 13G/A, 2 filings Jan 24, 2025 to Aug 14, 202622
- Polar Asset Management Partners Inc.SCHEDULE 13G/A, 3 filings Feb 14, 2025 to Aug 14, 202623
- BarclaysSCHEDULE 13G/A, 5 filings Feb 14, 2025 to Aug 13, 202624
- W. R. BerkleySCHEDULE 13G, 1 filing Aug 6, 202625
- Bank of MontrealSCHEDULE 13G/A, 4 filings May 8, 2025 to Feb 12, 202626
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Jul 21, 2025 to Feb 2, 202627
- Magnetar Financial LLCSCHEDULE 13G/A, 2 filings Jan 29, 2025 to Aug 8, 202528
- AQR CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Feb 14, 2025 to May 15, 202529
- First Trust Capital Management L.P.SCHEDULE 13G/A, 2 filings Feb 14, 2025 to May 15, 202530
- Range Capital Acquisition Sponsor, LLCSCHEDULE 13G, 1 filing Feb 13, 202531
SEC filer profile
How Range Capital Acquisition Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARRange Capital Acquisition Corp.1
- CIK0002035644
- Employer ID (EIN)00-00000003
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inCayman Islands3
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address44 Main Street, Cold Spring Harbor, NY 117241
- Phone631-246-03401
- Shares outstanding6,697,971 as of Aug 12, 20266
- Public float$117.3M as of Dec 31, 20253
- AuditorCBIZ CPAS P.C., New York PCAOB ID 199; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceOct 4, 20241
- Filings69 in all: SCHEDULE 13G/A (13), 8-K (12), SCHEDULE 13G (11), 10-Q (6), 3 (5), 4 (4), CORRESP (4), 10-K (2)1
All 19 form types
UPLOAD (2), 424B3 (1), 8-A12B (1), CERT (1), DEF 14A (1), DEFA14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), S-1/A (1)
- Latest filingsAnnual report (10-K) Mar 25, 2026
Quarterly report (10-Q) Aug 13, 2026
Proxy statement (DEF 14A) May 5, 2026
Latest 8-K (8-K) Sep 23, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share and one Right | RANGU | The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share | RANG | The Nasdaq Stock Market LLC |
| Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share | RANGR | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks Range Capital Acquisition Corp. names in Item 1A of its 10-K filed Mar 25, 2026: 75 risks under these headings, as written.3
- Risks Related to our Search for, Consummation of, or Inability to Consummate, a Business Combination
- We are a Cayman Islands exempted company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.
- If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the business combination.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
- The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
- Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and conflicts in the Middle East and Southwest Asia.
- Military or other conflicts in Ukraine, the Middle East and Southwest Asia, including the recent military conflicts in Iran, or elsewhere and other disruptions to the equity or debt capital markets, may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.
- As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
The other 63 risks
- If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.
- We may be a passive foreign investment company, or “PFIC,” which could result in adverse United States federal income tax consequences to U.S. investors.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
- The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.
- We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire worthless.
- If we seek shareholder approval of our initial business combination, our initial shareholders and their affiliates may elect to purchase shares or rights from public shareholders, which may make it more likely that we are able to consummate such initial business combination or reduce the public “float” of our ordinary shares or rights.
- If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares or rights, potentially at a loss.
- You will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of shareholders are deemed to hold in excess of 15% of our ordinary shares, you will lose the ability to redeem all such shares in excess of 15% of our ordinary shares.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05 per share on our redemption of our public shares, or less than such amount in certain circumstances, and our rights will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private units not being held in the Trust Account are insufficient to allow us to operate for at least the next 18 months from the closing of the Initial Public Offering, we may be unable to complete our initial business combination, in which case our public shareholders may only receive $10.05 per share, or less than such amount in certain circumstances, and our rights will expire worthless.
- If the net proceeds of the Initial Public Offering and the sale of the private units not being held in the Trust Account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we will depend on loans from our initial shareholders or management team to fund our search for a business combination and to complete our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination where a substantial majority of our shareholders seek redemption.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share.
- Our independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.
- If, after we distribute the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we and our board may be exposed to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
- Because we are not limited to a particular industry, sector, or geographic region in which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
- Past performance by our management team, our advisors and our initial shareholders may not be indicative of future performance of an investment in us.
- We may seek acquisition opportunities in industries or sectors which may be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.05 per share, or less than such amount in certain circumstances, on the liquidation of our Trust Account and our rights will expire worthless.
- We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We may have a limited ability to assess the management of a prospective target business and, as a result, may complete our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.
- We may only be able to complete one business combination with the proceeds of the Initial Public Offering and the sale of the private units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- Risks Related to Our Securities
- NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.
- We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- The grant of registration rights to our initial shareholders and EBC may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares.
- Our initial shareholders paid an aggregate of $25,000 for the founder shares, or approximately $0.007 per founder share. As a result of this low initial price, our initial shareholders stand to make a substantial profit even if an initial business combination subsequently declines in value or is unprofitable for our public shareholders.
- We may amend the terms of the rights in a manner that may be adverse to holders with the approval by the holders of at least a majority of the then outstanding rights.
- Our rights may have an adverse effect on the market price of our ordinary shares and make it more difficult to complete our initial business combination.
- Prior to the Initial Public Offering, there has been no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
- Risks Related to Our Management
- Our ability to successfully complete our initial business combination and to be successful thereafter will be totally dependent upon the efforts of members of our management team, some of whom may join us following our initial business combination. The loss of such people could negatively impact the operations and profitability of our post-combination business.
- Members of our management team may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors may allocate their time to other businesses and may become officers or directors of other special purpose acquisition companies, such as Range II, thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present a target to us instead of our competitors. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
- Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
- Our initial shareholders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders which may raise potential conflicts of interest.
- Since our initial shareholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
- Our initial shareholders and other insiders may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.
- Post Business Combination Risks
- Subsequent to the completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
- Our success will ultimately depend upon market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify new markets for its technology.
- If we fail to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations and payment methods, demand for product enhancements, new product features, and changing business needs, requirements or preferences, our products may become less competitive.
- Technology platforms may not operate properly or as we expect it to operate.
- New or changing technologies, could cause a disruption in our business model, which may materially impact our results of operations and financial condition.
- We may face additional and distinctive risks if we acquire a business in certain industries, such as technology.
- Risks Related to Acquiring and Operating a Business Outside of the United States
- We may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results.
- We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
- If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
- General Risk Factors
- Unanticipated changes in our effective tax rate or challenges by tax authorities could harm our future results.
- Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.
- Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, investments and results of operations.
- We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies and smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
- If we are deemed to be an investment company for purposes of the Investment Company Act, we could be forced to liquidate and investors in our company would not be able to participate in any benefits of owning stock in an operating business, including the potential appreciation of our stock following a business combination and our rights would expire worthless.
- Our rights agreement designates the courts of the State of New York located in the County of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, as applicable, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to complete our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
- Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ordinary shares and could entrench management.
- We may not hold an annual meeting of shareholders until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to elect directors.
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 7SEC EDGARTim Rotolo, Chief executive officer
- 8SEC EDGARAlexander C. Matina, Board member
- 9SEC EDGARJames Grigor, Board member
- 10SEC EDGAROther events
- 11SEC EDGARListing notice or transfer
- 12SEC EDGAROther events
- 13SEC EDGAROther events
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- 15SEC EDGAROther events
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- 17SEC EDGARChange of auditor
- 18SEC EDGAROther events
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- 20SEC EDGAROther events
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