RANG 10-Q
Range Capital Acquisition Corp. (RANG)
Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-tenth (1/10) of one Ordinary Share |
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
RANGE CAPITAL ACQUISITION CORP.
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026
TABLE OF CONTENTS
Table of Contents
June 30, 2026 (Unaudited) |
December 31, 2025 |
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Assets |
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Current assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Total Current assets |
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Investments held in Trust Account |
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Total Assets |
$ |
$ |
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Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity |
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Current liabilities |
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Accrued offering costs |
$ | $ | ||||||
Accounts payable and accrued expenses |
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Promissory note - related party |
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Total Liabilities |
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Commitments And Contingencies (Note 6) |
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Ordinary shares subject to possible redemption, |
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Shareholders’ (Deficit) Equity |
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Preference shares, $ |
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Ordinary shares, $ (1) |
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Additional paid-in capital |
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(Accumulated deficit)/ Retained Earnings |
( |
) | ||||||
Total Shareholders’ (Deficit) Equity |
( |
) |
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Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ (Deficit) Equity |
$ |
$ |
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| (1) | On January 3, 2025, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option. |
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
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2026 |
2025 |
2026 |
2025 |
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Formation and operational costs |
$ | $ | $ | $ | ||||||||||||
Loss from operations |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||
Other income (expense): |
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Change on fair value of over-allotment option liability |
( |
) | ||||||||||||||
Interest earned on investments held in Trust Account |
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Total other income, net |
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Net income |
$ |
$ |
$ |
$ |
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Basic and diluted weighted average redeemable shares outstanding |
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Basic and diluted net income per redeemable ordinary share |
$ |
$ |
$ |
$ |
||||||||||||
Basic and diluted weighted average non-redeemable shares outstanding |
||||||||||||||||
Basic and diluted net income per non-redeemable ordinary share |
$ |
$ |
$ |
$ |
||||||||||||
Ordinary Shares |
Stock Subscription Receivable from Shareholders |
Additional Paid-in Capital |
Retained Earnings (Accumulated Deficit) |
Total Shareholders’ Equity (Deficit) |
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Shares |
Amount |
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Balance – January 1, 2026 |
$ |
$ |
— |
— |
$ |
$ |
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Accretion for redeemable ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance – March 31, 2026 |
— |
— |
( |
) |
( |
) | ||||||||||||||||||
Accretion for redeemable ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance – June 30, 2026 |
$ |
$ |
— |
$ |
— |
$ |
( |
) |
$ |
( |
) | |||||||||||||
Ordinary Shares |
Stock Subscription Receivable from |
Additional Paid-in |
Retained |
Total Shareholders’ |
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Shares |
Amount |
Shareholders |
Capital |
Earnings |
Equity |
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Balance – January 1, 2025 |
$ |
$ |
$ |
$ |
( |
) |
$ |
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Sale of |
— | — | ||||||||||||||||||||||
Fair value of rights included in Public Units |
— | — | — | — | ||||||||||||||||||||
Fair value of over-allotment exercised |
— | — | — | — | ||||||||||||||||||||
Allocated value of transaction costs to Pubic Rights |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Accretion for redeemable ordinary shares to redemption amount |
— | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance – March 31, 2025 |
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Accretion for redeemable ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | ||||||||||||||||||||
Balance – June 30, 2025 |
$ |
$ |
$ |
$ |
$ |
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For the Six Months Ended June 30, |
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2026 |
2025 |
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Cash Flows from Operating Activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash used in operating activities: |
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Interest earned on investments held in Trust Account |
( |
) | ( |
) | ||||
Change in fair value of over-allotment liability |
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Changes in operating assets and liabilities: |
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Prepaid expenses |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash Flows from Investing Activities: |
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Investment of cash into Trust Account |
( |
) | ( |
) | ||||
Cash withdrawn from Trust Account in connection with redemption |
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Net cash provided by (used in) investing activities |
( |
) | ||||||
Cash Flows from Financing Activities: |
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Proceeds from sale of Public Units, net of underwriting discounts paid |
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Proceeds from sale of Private Placement Units |
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Payment of offering costs |
( |
) | ||||||
Proceeds from promissory note - related party |
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Redemption of ordinary shares |
( |
) | ||||||
Net cash (used in) provided by financing activities |
( |
) |
||||||
Net Change in Cash |
( |
) |
( |
) | ||||
Cash - Beginning of period |
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Cash - End of period |
$ |
$ |
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Supplemental disclosure of noncash investing and financing activities: |
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Accretion of redeemable ordinary shares to redemption value |
$ | $ | ||||||
For the Three Months Ended June 30, |
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2026 |
2025 |
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Basic and diluted net income per ordinary share: |
Redeemable |
Non- Redeemable |
Redeemable |
Non- Redeemable |
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Numerator: |
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Allocation of net income, basic and diluted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
||||||||||||||||
Basic and diluted net income per ordinary share |
$ | $ | $ | $ | ||||||||||||
For the Six Months Ended June 30, |
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2026 |
2025 |
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Basic and diluted net income per ordinary share: |
Redeemable |
Non- Redeemable |
Redeemable |
Non- Redeemable |
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Numerator: |
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Allocation of net income, basic and diluted |
$ | $ | $ | $ | ||||||||||||
Denominator: |
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Basic and diluted weighted average ordinary shares outstanding |
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Basic and diluted net income per ordinary share |
$ | $ | $ | $ | ||||||||||||
Ordinary Shares subject to possible redemption |
Shares |
Amount |
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Balance – December 31, 2025 |
$ |
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Plus: |
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Remeasurement of carrying value to redemption value |
— | |||||||
Balance – March 31, 2026 |
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Less: |
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Redemptions |
( |
) | ( |
) | ||||
Plus: |
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Remeasurement of carrying value to redemption value |
— | |||||||
Balance – June 30, 2026 |
$ |
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Level |
June 30, 2026 |
December 31, 2025 |
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Investments held in Trust Account |
1 | $ | $ | |||||||||
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
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2026 |
2025 |
2026 |
2025 |
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Formation and operational costs |
$ | $ | $ | $ | ||||||||||||
Interest earned on investments held in Trust Account |
$ | $ | $ | $ | ||||||||||||
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Range Capital Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Range Capital Acquisition Sponsor, LLC, and references to “EBC” refers to EarlyBird Capital, Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on July 24, 2024 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt. 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, one or more of which we may desire to pursue for an initial business combination. However, we have not selected any specific target.
We may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in the foreseeable future. We believe our management team is well positioned to identify opportunities offering attractive risk- adjusted returns and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our management team and their affiliates, will enable us to pursue a broad range of opportunities.
On December 23, 2024, we consummated our initial public offering (the “Initial Public Offering”) of 10,000,000 units at $10.00 per unit, each unit consisting of one ordinary share (the “Public Shares”) and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of our initial business combination, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 400,000 private placement units at a price of $10.00 per unit in a private placement to Range Capital Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) and EarlyBird Capital, Inc., the representative of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $4,000,000. On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00 per unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option on January 3, 2025, we consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000.
Following the closings of the Initial Public Offering on December 23, 2024 and the over-allotment on January 3, 2025, an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement units, was placed in the trust account (the “Trust Account”) and held in demand deposit or cash accounts or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
17
Table of Contents
Recent Developments
Extraordinary General Meeting
On June 18, 2026, the Company held an extraordinary general meeting of shareholders (the “Meeting”) where the shareholders agreed, by way of special resolution, to adopt an amendment (the “Amendment”) to the Company’s amended and restated memorandum and articles (the “Articles”, together with the Amendment, the “Amended Articles”). Under the Amendment, in lieu of the previous deadline to consummate its Business Combination by June 23, 2026 (18 months from the closing of the Initial Public Offering), the Company may extend the deadline by which it must consummate an initial Business Combination (such period as prescribed under the Amended Articles, the “Combination Period”) on a monthly basis (each a “Monthly Extension”) for up to nine times until March 23, 2027 (up to 27 months from the closing of the Initial Public Offering), provided that the Sponsor or its affiliate or permitted designees will deposit into the Trust Account an amount equal to the lesser of (x) $0.03 per each Public Share outstanding following any redemptions of Public Shares effected in connection with the Meeting or (y) $60,000 (each a “Extension Contribution”, collectively, the “Extension Contributions”) for each Monthly Extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination.
In addition, the Amendment further reduce the liquidation and dissolution expenses that can be deducted from the interests earned on the funds held in the Trust Account from $100,000 to $20,000.
In connection with the vote to approve the Amendment, holders of 9,339,529 ordinary shares exercised their right to redeem their ordinary shares for cash at a redemption price of approximately $10.65 per share, for an aggregate redemption amount of approximately $99,492,433.31. As a result, approximately $23,015,134.62 remained in the Trust Account and 2,160,471 ordinary shares remain outstanding immediately after the Meeting.
Working Capital Note and Extension Note
On April 14, 2026, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of the Sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Working Capital Note does not bear interest, and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital Note being converted divided by $10.00, rounded up to the nearest whole number. The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note.
On June 18, 2026, the Company issued another unsecured promissory note (the “Extension Note”) in the principal amount of up to $540,000 to its Sponsor, to be drawn down in connection with the Extension Contributions. The Extension Note does not bear interest and the principal balance will be payable on the earlier of: (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective. In the event that the Company does not consummate an initial business combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The Extension Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Extension Note and all other sums payable with regard to the Extension Note becoming immediately due and payable. As of June 30, 2026, $60,000 was drawn down under the Extension Note and deposited into the Trust Account.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 24, 2024 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest earned on investments held in Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.
For the three months ended June 30, 2026, we had net income of $721,691, which consisted of interest earned on investments held in Trust Account of $995,027, offset by operational costs of $273,336.
For the six months ended June 30, 2026, we had net income of $1,579,396, which consisted of interest earned on investments held in Trust Account of $2,065,713, offset by operational costs of $486,317.
For the three months ended June 30, 2025, we had net income of $1,041,339, which consisted of interest earned on marketable securities held in Trust Account of $1,223,605, offset by operational costs of $182,266.
For the six months ended June 30, 2025, we had net income of $1,947,329, which consisted of interest earned on marketable securities held in Trust Account of $2,429,014, offset by operational costs of $481,239 and change on over-allotment liability of $446.
18
Table of Contents
Liquidity and Capital Resources
On December 23, 2024, we consummated the Initial Public Offering of 10,000,000 Units at $10.00 per Units, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 400,000 private placement units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $4,000,000.
On December 31, 2024, the underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option on January 3, 2025, generating gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 37,500 private placement units (the “Option Private Placement Units”) to the Sponsor and EBC at a price of $10.00 per Unit, generating gross proceeds of $375,000.
Following the Initial Public Offering and the close of the over-allotment option, a total of $115,575,000 was placed in the trust account (the “Trust Account”). Upon the underwriters’ full exercise of the over-allotment option, transaction costs amounted to $4,203,522, consisting of $2,156,250 of cash underwriting fee (net of $143,750 underwriters’ reimbursement) and $2,047,272 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $348,460. Net income of $1,579,396 was affected by interest earned on investments held in the Trust Account of $2,065,713. Changes in operating assets and liabilities provided $137,857 of cash for operating activities.
For the six months ended June 30, 2025, cash used in operating activities was $371,371. Net income of $1,947,329 was affected by interest earned on investments held in the Trust Account of $2,429,014 and change in fair value of over-allotment liability of $446. Changes in operating assets and liabilities provided $109,868 of cash for operating activities.
19
Table of Contents
As of June 30, 2026, we had investments held in the Trust Account of $23,143,220. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026, we had cash of $1,862. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
On April 14, 2026, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of the Sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Working Capital Note does not bear interest, and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Working Capital Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Working Capital Note being converted divided by $10.00, rounded up to the nearest whole number. The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its Initial Public Offering, as described in the prospectus for the Initial Public Offering dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Working Capital Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. During the six months ended June 30, 2026, the Company has drawn $112,000 under the Working Capital Note.
We have the Combination Period to consummate the initial Business Combination (assuming no further extensions). If we do not complete a Business Combination, we will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with our assessment of going concern considerations in accordance with Accounting Standards Update 2014—15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering may not be sufficient to sustain operations for a period of at least one year from the issuance date of these unaudited condensed financial statements. Management has determined the Company’s insufficient liquidity, together with the potential for liquidation if a business combination is not consummated, raises substantial doubt about the Company’s ability to continue as a going concern.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters were entitled to a cash underwriting discount of $0.20 per Unit, or $2,000,000 in the aggregate, which was paid at the closing of the Initial Public Offering, on December 23, 2024. The underwriters were entitled to a cash underwriting discount of $0.20 per Option Unit, or $300,000 in the aggregate, which was paid at the closing of the over-allotment option, on January 3, 2025.
Special Advisors
Jonathan Rotolo and William Callanan serve as special advisors to the Company to (i) assists the Company in sourcing, negotiating and consummating a potential Business Combination, (ii) provide their business insights when the Company assesses potential Business Combination targets and (iii) upon the Company’s requests, provide their business insights as the Company works to create additional value in the businesses that the Company acquires. The Company has no written advisory agreements with either of these individuals and they have no other employment or compensation arrangements with the Company. They will not serve on the board or any committee thereof, nor will they have any voting or decision-making capacity on the Company’s behalf. They will also not be required to devote any specific amount of time to the Company’s efforts or be subject to the fiduciary requirements to which the board members are subject. Accordingly, if either becomes aware of a Business Combination opportunity which is suitable for the Company, they are under no obligation to introduce it to the Company before any other prospective acquiror. Jonathan Rotolo is the brother of Tim Rotolo and William Callanan has no familial relations with the Company’s management or board members.
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
20
Table of Contents
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”), or person performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Certifying Officers carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based on this evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were not effective, due to a material weakness in our internal control over financial reporting due to the lack of controls needed to assure that the accounting for accounts payable and accrued expenses is accurate and complete.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
The Company is making changes in its internal control over financial reporting to enhance our processes to identify and disclose accrued liabilities including increasing personnel and enhancing our review processes. The Company can offer no assurance that these changes will ultimately have the intended effects.
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Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. | |
| ** | Furnished herewith. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RANGE CAPITAL ACQUISITION CORP. | ||||||
| Date: August 13, 2026 | By: | /s/ Tim Rotolo | ||||
| Name: | Tim Rotolo | |||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||
| By: | /s/ Al Kucharchuk | |||||
| Name: | Al Kucharchuk | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||
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