RNAQ 8-K
Rainier Acquisition Corp (RNAQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
|
(Address of principal executive offices) |
(Zip Code) |
(
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| | ||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 3.02. | Unregistered Sales of Equity Securities. |
On September 2, 2026, simultaneously with the consummation of the closing of the over-allotment option described under Item 8.01 of this Current Report on Form 8-K, Rainier Acquisition Corporation (the “Company”) consummated the private placement (the “Private Placement”) of 5,625 private placement units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit pursuant to the Private Placement Unit Purchase Agreement, dated August 26, 2026, by and between the Company and Ravenna 7 LLC (the “Sponsor”). Each Private Placement Unit consists of one Class A ordinary share and one-quarter of one warrant (“Private Placement Warrants”), each whole Private Placement Warrant entitling the Sponsor to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The Private Placement Units are identical to the Units issued in the IPO (as defined below), except that the Private Placement Warrants contained in the Private Placement Units will be non-redeemable and may be exercised on a cashless basis, but in each case only if they are held by the Sponsor, subject to certain limited exceptions. The Private Placement Units and the respective Class A ordinary shares underlying such units are not transferable or salable until 30 days after the completion of the Company’s initial business combination, unless approved by the Company’s public shareholders. The Private Placement Units have been issued pursuant to and are governed by the Private Placement Unit Purchase Agreement, which was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed August 28, 2026. No underwriting discounts or commissions were paid with respect to the Private Placement. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 8.01. | Other Events. |
As previously reported, on August 26, 2026, the Company consummated its initial public offering (“IPO”) of 7,500,000 units (the “Units”). 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 redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. Simultaneously with the IPO, the Company consummated the Private Placement of 194,375 Private Placement Units at a price of $10.00 per Private Placement Unit.
On September 1, 2026, the underwriters exercised in full their over-allotment option to purchase an additional 1,125,000 Units (the “Option Units”) at a price of $10.00 per Option Unit. The closing of the issuance and sale of the Option Units occurred on September 2, 2026. The sale of the Units and Option Units in the IPO generated total gross proceeds to the Company of $86,250,000. Simultaneously with the closing of the over-allotment option, the Company consummated the Private Placement of an additional 5,625 Private Placement Units at a price of $10.00 per Private Placement Unit.
Of the proceeds from the IPO and the Private Placement (inclusive of the over-allotment option proceeds), a total of $86,250,000 was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, as trustee, for the benefit of the Company’s public shareholders.
An audited balance sheet as of August 28, 2026, reflecting receipt of the proceeds from the IPO and the Private Placement, has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Audited Balance Sheet, as of August 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 3, 2026
| Rainier Acquisition Corporation | |||
| By: | /s/ Gbola Amusa | ||
| Name: | Gbola Amusa, M.D., CFA | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.1
RAINIER ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENT
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet as of August 28, 2026 | F-3 | |
| Notes to Financial Statement | F-4 |
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Rainier Acquisition Corporation:
Opinion on the Financial Statement
We have audited the accompanying balance sheet of Rainier Acquisition Corporation (the “Company”) as of August 28, 2026, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of August 28, 2026, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
This financial statement is the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the "PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2026.
New York, New York
September 3, 2026
| F-2 |
RAINIER ACQUISITION CORPORATION
BALANCE SHEET
August 28, 2026
| ASSETS | ||||
| Current assets: | ||||
| Cash | $ | 1,095,158 | ||
| Prepaid expenses | 5,744 | |||
| Total current assets | 1,100,902 | |||
| Cash held in Trust Account | 75,000,000 | |||
| TOTAL ASSETS | $ | 76,100,902 | ||
| LIABILITIES, REDEEMABLE CLASS A ORDINARY SHARES AND SHAREHOLDER'S DEFICIT | ||||
| Current liabilities: | ||||
| Over allotment liability | $ | 258,750 | ||
| Accounts payable | 808 | |||
| Accrued expenses | 32,110 | |||
| Accrued offering costs | 40,000 | |||
| Total current liabilities | 331,668 | |||
| Deferred underwriting fee payable | 2,250,000 | |||
| Total Liabilities | 2,581,668 | |||
| Commitments and Contingencies (Note 7) | ||||
| Class A ordinary shares subject to possible redemption, 7,500,000 shares at redemption value of $10.00 per share | 75,000,000 | |||
| Shareholder's Deficit | ||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | |||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 194,375 issued and outstanding (excluding 7,500,000 shares subject to possible redemption) | 19 | |||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 2,156,250 issued and outstanding (1) (2) | 216 | |||
| Additional paid-in capital | - | |||
| Accumulated deficit | (1,481,001 | ) | ||
| Total Shareholder's Deficit | (1,480,766 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDER'S DEFICIT | $ | 76,100,902 | ||
(1) Includes up to 281,250 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (Note 6). On September 2, 2026, the Underwriters' fully exercised the over-allotment option to purchase an additional 1,125,000 Units, at a price of $10.00 per Unit. As a result, 281,250 Founder Shares are no longer subject to forfeiture.
(2) On July 22, 2026, due to a recapitalization, the Company issued an additional 156,250 Class B ordinary shares to its Sponsor.
The accompanying notes are an integral part of this financial statement.
| F-3 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN
Rainier Acquisition Corporation (formerly known as Chardan Healthcare Acquisition 4 Company) (the “Company”) is a blank check company incorporated in the Cayman Islands on February 2, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of August 28, 2026, the Company had not commenced any operations. All activity for the period from February 2, 2023 (inception) through August 28, 2026 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and sale of Private Placement Units (defined below). The Company has selected December 31 as its fiscal year end.
The registration statement for the Company's Initial Public Offering was declared effective on August 26, 2026. On August 28, 2026, the Company consummated the Initial Public Offering of 7,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), generating gross proceeds of $75,000,000. Each Unit will consist of one Class A ordinary share and one-fourth of one redeemable warrant ("Public Warrant") (see Note 3).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 194,375 private placement units (collectively, the "Private Placement Units") to Ravenna 7 LLC (the "Sponsor") at a price of $10.00 per Private Placement Unit, generating gross proceeds of $1,943,750 (see Note 4). Each Private Placement Unit will consist of one Class A ordinary share and one-fourth of one redeemable warrant (the "Private Placement Warrants"). Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at price of $11.50 per share, subject to adjustment.
Following the closing of the Initial Public Offering on August 28, 2026, an amount of $75,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”), to be invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations, or held as cash or cash items, including in demand deposit accounts at a bank, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account, as described below.
Transaction costs related to the issuances described above amounted to $3,050,586, consisting of $375,000 of cash underwriting fees, $2,250,000 of deferred underwriting fees and $425,586 of other offering costs.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Upon the closing of the Initial Public Offering, management has agreed that an amount equal to at least $10.00 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement Units, will be held in a trust account (“Trust Account”).
| F-4 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Company will provide its holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity.
The Company will proceed with a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or don’t vote at all.
Notwithstanding the above, if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Public Shares, without the prior consent of the Company.
The Sponsor has agreed to waive redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may acquire during or after the Initial Public Offering in connection with the completion of Business Combination, except that Public Shares held by the initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension, and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection therewith.
| F-5 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Company will have until August 28, 2028, 24 months from the closing of the Initial Public Offering to complete a Business Combination (the "Completion Period"). However, the Company anticipates that it may not be able to consummate a Business Combination within 24 months from the closing of the Initial Public Offering, the Company may, but is not obligated to, by resolution of the board if requested by the initial shareholders, extend the period of time to consummate a Business Combination the Company may seek shareholder approval to amend the amended and restated memorandum and articles of association to extend the date by which the Company must consummate the initial Business Combination. If the Company seeks shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company's initial Business Combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law. For the avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 24 months without a shareholder vote. The underwriter (the "Underwriter") has agreed to waive its rights to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the completion window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.
In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable and up to $100,000 of interest to pay liquidation expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the Underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Going Concern Consideration
As of August 28, 2026, the Company had a working capital surplus of $769,234. Prior to the completion of the Initial Public Offering, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statement. The Company has since completed its Initial Public Offering at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses will be available to the Company for general working capital purposes. Accordingly, management has since re-evaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations one year from the date the financial statement is issued and therefore substantial doubt has been alleviated.
The Company will have until the end of the Completion Period to consummate a Business Combination. If a Business Combination is not consummated by the end of the Completion Period, there will be a mandatory liquidation and subsequent dissolution of the Company. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 28, 2028. The Company intends to complete the initial Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any Business Combination by August 28, 2028.
| F-6 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, the Company is eligible take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. 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 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 differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments, held outside of the Trust Account with an original maturity of three months or less when purchased to be cash equivalents. As of August 28, 2026, the Company held cash of $1,095,158 and did not have any cash equivalents.
Cash Held in Trust Account
As of August 28, 2026, the Company had $75,000,000 in cash held in the Trust Account.
Class A Ordinary Shares Subject to Possible Redemption
All of the Class A ordinary shares that were sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company did not specify a maximum redemption threshold. However, any threshold in its charter would not change the nature of the underlying shares as redeemable and thus Public Shares are required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value ($10.00 per share as of August 28, 2026) at the end of each reporting period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit.
| F-7 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
As of August 28, 2026, the Class A ordinary shares reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | $ | 75,000,000 | ||
| Less: | ||||
| Proceeds allocated to Public Warrants (as defined below) | (375,000 | ) | ||
| Proceeds allocated to Over allotment liability | (258,750 | ) | ||
| Issuance costs allocated to Public Shares | (3,014,278 | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | 3,648,028 | |||
| Class A ordinary shares subject to possible redemption | $ | 75,000,000 |
Offering Costs Associated with the Initial Public Offering
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Initial Public Offering. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction in equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred offering costs amounting to $3,050,586, consisting of $375,000 of cash underwriting fee, $2,250,000 of deferred underwriting fees and $425,586 of other offering costs. As such, the Company recorded $3,014,278 of offering costs as a reduction of temporary equity and $36,308 of offering costs as a reduction of permanent equity.
Income Taxes
The Company accounts for income taxes under ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 28, 2026. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
| F-8 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact of the Company's financial condition, results of operations, and cash flows.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature, except for the overallotment liability and Public Warrants (Note 9).
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480"), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statement of operations.
The Public Warrants and Private Placement Warrants are not precluded from equity classification and are accounted for as such on the date of issuance.
| F-9 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
Share-Based Compensation
The Company records share-based compensation in accordance with ASC Topic 718, Compensation-Share Compensation (“ASC 718”). ASC 718 defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses". This guidance requires additional disclosure of certain amounts included in the expense captions presented on the statement of operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for annual financial statements that have not yet been issued. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.
No other recently issued accounting pronouncements are expected to have a material impact on the Company.
NOTE 3. INITIAL PUBLIC OFFERING
The registration statement for the Company’s Initial Public Offering was declared effective on August 26, 2026. On August 28, 2026, the Company consummated the Initial Public Offering of 7,500,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $75,000,000. Each Unit will consist of one Class A ordinary share and one-fourth of Public Warrant. Each whole Public Warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 194,375 Private Placement Units to the Sponsor at a price of $10.00 per Private Placement Unit, generating gross proceeds of $1,943,750. Each Private Placement Unit will consist of one Class A ordinary share and one-fourth of one Private Placement Warrant. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Period, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the warrants will expire worthless.
| F-10 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 5. SEGMENT INFORMATION
FASB ASC Topic 280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss. The measure of segment assets is reported on the balance sheet as total assets, which were equal to $76,100,902 as of August 28, 2026. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets. The CODM reviews the current condition of its total assets available to assess if the Company has sufficient resources available to discharge its liabilities.
| August 28, 2026 | ||||
| Cash | $ | 1,095,158 | ||
| Cash held in Trust Account | 75,000,000 | |||
| Prepaid expenses | 5,744 | |||
| Total Assets | $ | 76,100,902 | ||
The CODM reviews formation, general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the business combination period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative expenses, are the significant segment information provided to the CODM on a regular basis.
The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On April 13, 2023, the Sponsor was issued 2,000,000 Class B ordinary shares (the “Founder Shares”) for an aggregate price of $25,000 paid to cover certain expenses on behalf of the Company. In July 2026, the Company issued an additional 156,250 Founder Shares for no consideration, resulting in the Sponsor holding an aggregate of 2,156,250. The Founder Shares include an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters' over-allotment option is not exercised in full or in part, so that the Sponsor will own, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor does not purchase any Public Shares in the Initial Public Offering).
| F-11 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Founder Shares are designated as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units being sold in this offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled to registration rights, (iii) the Company's Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and public shares in connection with the completion of the Company's initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association (1) to modify the substance or timing of the Company's obligation to allow redemption in connection with the Company's initial Business Combination or to redeem 100% of the Company's public shares if the Company has not consummated an initial Business Combination within the completion window or (2) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, (3) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company's initial Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares held by them and any public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business Combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto), (iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the Company's initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles of association, and (v) prior to the closing of the Company's initial Business Combination, only holders of Class B ordinary shares will be entitled to vote on the appointment and removal of directors.
The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial Business Combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the Underwriters' over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued to the Sponsor and the Underwriter), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the Company's initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Company's Sponsor or any of its affiliates or to the Company's officers and directors upon conversion of working capital loans); provided such conversion of Founder Shares will never occur on a less than one-for-one basis.
| F-12 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the Company's officers and directors and other persons or entities affiliated with the Company's Sponsor, each of whom will be subject to the same transfer restrictions) with respect to 50% of their founder shares for the period ending the earlier of (A) six months after the completion of the Company's initial Business Combination or earlier if, subsequent to the Company's initial Business Combination, the last sale price of the Class A ordinary shares equals or exceeds $12.50 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial Business Combination, and (B) the date following the completion of the Company's initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company's shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Up to 281,250 Founder Shares will be surrendered to the Company for no consideration depending on the exercise of the over-allotment option. On September 2, 2026, the Underwriters' fully exercised the over-allotment option to purchase an additional 1,125,000 Units, at a price of $10.00 per Unit. As a result, 281,250 Founder Shares are no longer subject to forfeiture (Note 10).
Transfer of Founder Shares
On August 25, 2026, the Sponsor transferred an aggregate of 125,000 Founder Shares to the independent directors of the Company, for an aggregate consideration of $12.50 or $0.0001 per share. The transfer of the Founder Shares to the holders of such interests is in the scope of FASB ASC 718. Under FASB ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the grant date. The total fair value of the 125,000 Founder Shares on August 25, 2026 was $100,000 or $0.80 per share. The Founder Shares were transferred without a future service condition or vesting requirement. Share-based compensation was recognized at the grant date in an amount equal to the number of Founders Shares times the grant date fair value per share less the amount paid by the independent directors for the Founder Shares. As of August 28, 2026, the Company recognized compensation expense of approximately $100,000 pursuant to the Founder Share transfer agreement.
The fair value of Founder Shares transferred to directors is $100,000, or $0.80 per Founder Share. The fair value of Founder Shares was determined using the market approach. The Founder Shares have been classified within shareholders' deficit. The fair value measurement is classified as a Level 3 valuation and was performed as a one-time measurement upon the closing of the Initial Public Offering. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Founder Shares:
| August 28, 2026 | ||||
| Underlying stock price | $ | 10.18 | ||
| Discount for lack of marketability | 8.0 | % | ||
| Estimated probability of competing a business combination | 9.0 | % | ||
| Discount for expected forfeiture of shares | 5.0 | % | ||
Promissory Note - Related Party
On April 13, 2023, the Sponsor agreed to loan the Company an aggregate of up to $500,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the date on which the Company consummates the Initial Public Offering of its securities. On August 28, 2026, the Company paid the entire outstanding balance of $25,000 under the Promissory Note at the time of the Initial Public Offering, and, as such, had $0 outstanding balance under the Promissory Note as of August 28, 2026.
The Sponsor, an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated to, loan the Company up to $300,000 for working capital and other operating expenses pursuant to a non-interest-bearing grid promissory note (the "Grid Loan"). Amounts outstanding under the Grid Loan are payable upon the earlier of (i) the consummation of the Company's Initial Public Offering, (ii) the Company's determination not to pursue an Initial Public Offering, or (iii) the maturity date. At the option of the lender, amounts outstanding under the Grid Loan may be converted into Private Placement Units at a price of $10.00 per Private Placement Unit upon the consummation of the Company's Initial Public Offering. During August 2026, borrowings under the Grid Loan temporarily exceeded the note's maximum outstanding principal amount of $300,000 by $48,760. The Company and the lender subsequently executed a waiver with respect to the temporary excess borrowing, and the entire outstanding balance of $348,760 was repaid on August 28, 2026. As of August 28, 2026, no amounts were outstanding under the Grid Loan.
Administrative Support Agreement
The Company’s Sponsor intends, commencing from the date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, and administrative services, as the Company may require from time to time. The Company has agreed to pay to the Sponsor up to $10,000 per month for these services during the 24-month period to complete a Business Combination.
Related Party Loans
In order to finance transaction costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination, but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Private Placement Units, at a price of $10.00 per Private Placement Unit at the option of the lender, upon consummation of the initial Business Combination. The Private Placement Units would be identical to the Private Placement Units. The terms of such loans by the Company's officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of August 28, 2026.
| F-13 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 7. COMMITMENTS AND CONTINGENCIES
Registration and Shareholder Rights Agreement
The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private Placement Units and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of the Company's securities held by them and any other securities of the Company acquired by them prior to the consummation of the Company's initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming the Representative exercises its over-allotment option in full and $1,500,000 of working capital loans are converted into Private Placement Warrants, the Company will be obligated to register up to 2,593,750 Class A ordinary shares and 87,500 warrants. The number of Class A ordinary shares includes (i) 2,156,250 Class A ordinary shares to be issued upon conversion of the Founder Shares, (ii) 200,000 Class A ordinary shares comprising part of the Private Placement Units (iii) 50,000 Ordinary Shares underlying the Private Placement Warrants as part of the Private Placement Units (iv) 150,000 Class A Ordinary Shares comprising part of the Private Placement Units issued upon conversion of Working Capital Loans, (v) 37,500 Class A Ordinary Shares underlying the Private Placement Warrants issued as after the conversion of the Working Capital Loans. The number of warrants includes up to 50,000 Private Placement Warrants as part of the Private Placement Units and 37,500 Private Placement Warrants issued upon the conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company's completion of the Company's initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting agreement, the Sponsor and the executive officers and directors have agreed that, for a period of 180 days from the date of the Initial Public Offering, will not, without the prior written consent of the representatives, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representatives in their discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and Private Placement Warrants pursuant to the letter agreement described herein.
| F-14 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Company granted the Underwriter a 45-day option from the date of the Initial Public Offering to purchase up to 1,125,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On September 2, 2026, the Underwriters' fully exercised the over-allotment option to purchase an additional 1,125,000 Units, at a price of $10.00 per Unit. As a result, 281,250 Founder Shares are no longer subject to forfeiture (Note 10).
The Underwriters' were entitled to a cash underwriting discount of $0.05 per Unit, or $375,000 in the aggregate (or $431,250 in the aggregate if the Representative's over-allotment option is exercised in full), payable upon the closing of this offering. In addition, the Underwriters' were entitled to a deferred fee of $0.30 per Unit, or $2,250,000 in the aggregate (or $2,587,500 in the aggregate if the Representative's over-allotment option is exercised in full), payable to the Underwriters' upon the consummation of the initial Business Combination.
NOTE 8. SHAREHOLDER'S DEFICIT
Preference shares
The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of August 28, 2026, there were no preference shares issued or outstanding.
Class A ordinary shares
The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of August 28, 2026 there were 7,694,375 Class A ordinary shares issued and outstanding, including 7,500,000 Class A ordinary shares subject to possible redemption and classified as temporary equity.
Class B ordinary shares
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share.
The Founder Shares include an aggregate of up to 281,250 Class B ordinary shares subject to forfeiture by the Sponsor to the extent that the Underwriters' over-allotment option is not exercised in full or in part. On September 2, 2026, the Underwriters' fully exercised the over-allotment option to purchase an additional 1,125,000 Units, at a price of $10.00 per Unit. As a result, 281,250 Founder Shares are no longer subject to forfeiture (Note 10).
As of August 28, 2026, 2,156,250 Class B ordinary shares were issued and outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company's shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.
| F-15 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The Founder Shares will automatically convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless otherwise provided in the business combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of Class A ordinary shares outstanding after such conversion (not including the Class A ordinary shares underlying the Private Placement Warrants), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the Business Combination, excluding any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Warrants
As of August 28, 2026, there were 1,923,593 warrants issued including 1,875,000 Public Warrants issued as part of the Units, and 48,593 Private Placement Warrants. Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which this prospectus forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use the Company's commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once the warrant become exercisable, the Company may call the warrants for redemption for cash:
| · | in whole and not in part; |
| · | at a price of $0.01 per warrant; |
| · | upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and |
| · | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $16.50 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company's initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. |
| F-16 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
If and when the warrants become redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.50 per Class A ordinary shares (with such issue price or effective issue price to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares or Private Placement Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.50 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $16.50 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 165% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants being sold as part of the units in the Initial Public Offering.
The Company accounts for the 1,923,593 warrants issued in connection with the Initial Public Offering (including 1,875,000 Public Warrants and 48,593 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that the warrants described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.
NOTE 9. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ¨ | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ¨ | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ¨ | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
| F-17 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
The over-allotment option was accounted for as a liability in accordance with ASC 815-40 and was presented within liabilities on the balance sheet. The over-allotment liability is measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of over-allotment liability in the statement of operations. The fair value of the over-allotment option is $258,750, or $0.23 per option unit.
The Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level 3 of the fair value hierarchy at the measurement date due to the use of unobservable inputs inherent in pricing models are assumptions related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on the U.S. Constant Maturity Treasury rates on the grant date for a maturity similar to the expected remaining life of the option. The expected life of the option is assumed to be equivalent to their remaining contractual term.
| August 28, 2026 | ||||
| Underlying stock price | $ | 10.18 | ||
| Exercise price | $ | 10.00 | ||
| Volatility | 2.90 | % | ||
| Weighted-Average remaining term (in years) | 0.12 | |||
| Risk-free rate | 3.84 | % | ||
The fair value of the Public Warrants is $375,000, or $0.20 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the level 3 valuation of the Public Warrants:
| August 28, 2026 | ||||
| Underlying stock price | $ | 10.18 | ||
| Exercise price | $ | 11.50 | ||
| Volatility | 2.00 | % | ||
| Weighted-Average remaining term (in years) | 2.46 | |||
| Risk-free rate | 3.58 | % | ||
| F-18 |
RAINIER ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENT
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.
Subsequent to the Initial Public Offering, the Underwriter' fully exercised the over-allotment option for the purchase of an additional 1,125,000 Units at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable Warrant. The Underwriters' were entitled to a cash underwriting discount of $0.05 per Unit offered in the Initial Public Offering, which is approximately $431,250, in aggregate. On September 2, 2026 an amount of $11,250,000 from the full exercise of the over-allotment option was deposited into the Trust Account.
| F-19 |