8-K
Range Capital Acquisition Corp II (RNGT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2025
Range Capital Acquisition Corp II
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42890 | N/A |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 44 Main Street<br> <br>Cold Spring Harbor, New York | 11724 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(631) 246-0340
(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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | RNGTU | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | RNGT | The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | RNGTW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01. Other Events.
On November 19, 2025, Range Capital Acquisition Corp II (the “Company”) issued a press release, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares and warrants included in the Units commencing on November 24, 2025. Those Units that are not separated will continue to trade on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “RNGTU” and the Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “RNGT” and “RNGTW,” respectively. Each holder of Units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holder’s Units into ordinary shares and warrants.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 19, 2025 |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
2
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.
| RANGE CAPITAL ACQUISITION CORP. | |
|---|---|
| By: | /s/ Tim Rotolo |
| Name: Tim Rotolo<br> <br>Title: Chief Executive Officer |
Date: November 19, 2025
EX-99.1
Exhibit 99.1
Range Capital Acquisition Corp II Announces the Separate Trading of Its Class A
Ordinary Shares and Warrants, Commencing on or About November 24, 2025
Cold Spring Harbor, NY – (November 19, 2025) – Range Capital Acquisition Corp II (the “Company”) announced today that, commencing on or about Monday, November 24, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units.
The Class A ordinary shares and warrants that are separated are expected to trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “RNGT” and “RNGTW”, respectively. Any units not separated will continue to trade on Nasdaq under the symbol “RNGTU.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Each holder of units will need to have its broker contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.
A registration statement relating to these securities was filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 30, 2025. The offering was made only by means of a prospectus, copies of which may be obtained by contacting BTIG, LLC, 65 East 55 Street, New York, NY 10022, or by emailing ProspectusDelivery@btig.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the unit separation, the trading of the Company’s securities on Nasdaq and the Company’s search for an initial business combination. No assurance can be given that the Company will ultimately complete an initial business combination. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the final prospectus for the Company’s initial public offering and other documents filed by the Company with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Range Capital Acquisition Corp II
www.rangecapspac.com
Tim Rotolo
tjr@rangecapspac.com