Range Capital

This extension vote is existential: if not approved, the SPAC will liquidate on June 23, 2026. The trust value ($10.60 per share) is above the initial $10.00, providing a modest premium for redeeming shareholders. The extension gives the sponsor more time to find a target, but the filing also includes risk factors (e.g., CFIUS review, potential redemptions leaving insufficient funds). The outcome will determine whether the SPAC continues or dissolves.

The board states it lacks sufficient time to close 'the Transaction' before the original June 23, 2026, expiration, warranting a six-month extension. The proxy explicitly identifies 'Eagle' and 'New Eagle' as Nevada corporations involved in 'the Transaction,' signaling active deal pursuit. It outlines CFIUS national security review risks that could delay or block the combination. Regarding sponsor conduct, the Company reports that insiders and affiliates own 3,708,333 Founder Shares (23.1%) and directors/advisors hold 125,000 Founder Shares, with insiders intending to vote all of them FOR the proposals. The filing notes insiders may purchase public shares privately or on the open market to secure approval, though the Company states they have 'no current commitments, plans or intentions' to do so and confirms no Trust Account funds will finance such transactions. The proxy discloses a $15,000 fee paid to proxy solicitor Sodali & Co. and leaves all cited Trust Account balances and projected per-share redemption estimates redacted as '$[ ]'.

For investors tracking redemption mechanics, trust integrity, and sponsor behavior, the filing demonstrates that sponsor-provided working capital explicitly waives any recourse to the trust account, preserving the existing per-share trust balance from lien or absorption under this instrument. Because the note’s maturity is contractually tethered to business combination completion rather than a calendar date, the document confirms no mandatory liquidity event or redemption clock acceleration is triggered by this obligation. The $10.00 conversion metric mirrors standard SPAC working capital structuring but leaves public shareholder redemption ratios and vote requirements unchanged. Beyond this credit facility, the filing contains no substantive updates regarding target companies, customer commitments, revenue forecasts, market positioning, technology developments, partnership announcements, active litigation, or executive roster changes. All contractual terms, payment conditions, default triggers, and trust waivers were documented by Range Capital Acquisition Corp. in this 8-K and the accompanying promissory note signed by Chief Executive Officer Tim Rotolo.

Confirms SPAC is still searching with no deal progress. Trust value per share $10.48 provides redemption floor. Going concern warning and material weakness indicate risks. No extension or shareholder vote yet; deadline unchanged.

Trust per-share value increased, improving redemption prospects. CFO and auditor changes reflect organizational shifts. Material weakness raises governance risk. With the combination deadline of June 23, 2026, the SPAC remains in search mode with no target disclosed, making time pressure a key factor.

The CFO departure and auditor change are red flags for sponsor conduct and internal controls. The material weakness raises risk of financial reporting errors. Trust accretion is strong, but no deal target has been announced; the deadline is June 23, 2026. Cash burn ($371,371 in six months) and going concern doubt persist.

Trust value per share increased, but the company has a June 23, 2026 deadline and management flags substantial doubt about going concern if no deal closes. The auditor resignation and replacement is a governance red flag that may affect shareholder confidence. No extension mechanism has been activated, and cash outside trust is thin ($628k). The SPAC remains in search mode with no target identified.

Per Barclays PLC’s disclosure, the report tracks institutional equity position. The text provides no new data on redemption mechanics, trust value, the December 22, 2026 business combination deadline, extension votes, sponsor governance, customer concentration, revenue metrics, market sizing, strategic initiatives, technology roadmaps, partnership arrangements, pending litigation, or executive personnel changes

The transition replaces the certifying firm with a successor practice that acquired Marcum’s attest business, eliminating continuity risk but introducing a fresh reporting relationship ahead of the mandatory redemption window. CEO Tim Rotolo filed the report on April 3, 2025, and Marcum LLP concurrently submitted Exhibit 16.1 confirming it agrees with the Company’s statements concerning its resignation. The filing notes that the auditor’s report for the fiscal year ended December 31, 2024 carried an unqualified opinion modified only by an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. Management disclosed there were zero disagreements, zero reportable events, and zero pre-engagement consultations with CBIZ, indicating an administrative rather than contentious handoff. For investors tracking SPAC survival mechanics, sponsor execution capacity, and potential extension or redemption behavior, the going concern designation highlights residual liquidity or financing exposure that must be resolved through a completed merger or trust distribution before the December 22, 2026 cutoff. No customer, revenue, market size, technology, partnership, or litigation claims are presented.

The filing establishes the baseline trust value per public share ($10.06 as of December 31, 2024) and confirms the 18-month deadline (June 23, 2026) with no extension mechanism. It discloses that the company has not selected any target business and has not engaged in substantive discussions with any target. The going concern qualification signals risk of liquidation if no deal is completed. It also details sponsor conduct, including share surrenders, related party loans (up to $300,000 promissory note, fully repaid), and administrative services fees ($10,000 per month). Investors can assess the current cash burn ($334,275 used in operations from inception through December 31, 2024) and remaining working capital ($746,486). The filing also confirms that the underwriters fully exercised the over-allotment, eliminating the forfeiture condition on 500,000 founder shares.

This filing establishes the baseline trust value (the filing states $10.05 per unit in trust, compared to the user-provided $10.71 trust/share; investors should verify the current trust value). The deadline is June 23, 2026. Founders and EBC shares are subject to lock-up and forfeiture provisions. Public shareholders have redemption rights. Sponsor conduct includes surrendering shares, transferring to directors, and agreeing to waive redemption rights. This filing provides the first look at the capital structure, commitments, and sponsor alignment. No operating revenues are expected until after a business combination.

Investors monitoring the redemption calendar and trust value should note that this filing finalizes the public and private capital base ($115,000,000 total) supporting the trust account, establishing the funding pool that backs the 11,500,000 public units while the company searches for a target. The documented $375,000 sponsor and underwriter purchase confirms sponsor alignment ahead of any de-SPAC activity. Because the submission exclusively covers IPO closing mechanics, unit composition (share plus fractional right), and corporate officer identification, it does not trigger early redemption notices, extension proposals, or amendments to shareholder voting procedures. However, it clarifies that public shares and rights are expected to separate for Nasdaq listing, which will dictate how future redemptions and conversions are processed. Strategic assertions remain generic, with the company stating it may pursue a business combination with a target in any industry or geographic region, placing full emphasis on management execution and capital preservation during the search phase.

Substance, strategy, and governance: This filing establishes the operative financial baseline and regulatory timeline for public shareholders. It confirms the exact trust allocation of $100,500,000, fixing the starting point for redemption calculations and mandating a liquidation distribution of $10.05 per share (plus pro rata interest, net of taxes, minus $100,000 dissolution expenses) if no deal closes within the 18-month window. The document details the right-to-common conversion mechanics, stating each right entitles holders to one-tenth of one ordinary share upon combination and expires worthless if the Company fails to complete a Business Combination. Management disclosed a strategy to pursue targets in “any industry or geographic region” that can benefit from its team’s capabilities, while explicitly noting zero operating revenues since inception on July 24, 2024. The underwriting cost structure is explicitly itemized: $3,922,272 in total transaction costs, consisting of a $1,875,000 cash underwriting fee and $2,047,272 in other offering costs, alongside a binding Business Combination Marketing Agreement with EBC requiring a 3.5% fee upon consummation and an additional 1.0% referral fee. Sponsor alignment is contractually locked through the $10.05 liability undertaking, conditional forfeiture of up to 500,000 founder shares tied to over-allotment exercise, and a 180-day FINRA lock-up on EBC founder shares. The Company retains emerging growth company status and elected not to opt out of extended transition periods for new accounting standards.

This is RANG’s foundational filing. It establishes the trust value ($10.05 per public share initially), the 18-month deadline (June 23, 2026), the sponsor’s ownership structure (3,833,333 Founder Shares, subject to forfeiture if the over-allotment is not exercised), and the standard terms that govern redemptions, extensions, and deal execution. It also confirms the deal team and underwriter. For a searching SPAC, this is the single most important filing for establishing the initial terms. Trust per share is not $10.00; it is $10.05.

An 18-month deadline is one of the shortest in the current cohort, and the trust is overfunded at $10.05 per unit, both of which favour redemption arbitrage; the founder economics are the standard $25,000-for-3.7-million-shares promote.

For investors monitoring the SEARCHING phase, this submission confirms the trust account and redemption calendar proceed under their original terms without acceleration. The 25,000-share initial director holding offers no forward-looking signal regarding deal sourcing, customer commitments, revenue forecasts, market expansion, technology development, or litigation exposure. It is a mandatory registration-layer disclosure that preserves the existing capital structure and does not trigger any voting, conversion, or liquidity events tied to the stated deadline.

Earlybird Capital stated that it will distribute copies of the proposed preliminary prospectus to each underwriter or dealer reasonably anticipated to participate in the security’s distribution, and confirmed compliance with Rule 15c2-8. This administrative acceleration indicates the financial advisor is positioning the registration for immediate market rollout while the company remains in the searching phase.

This filing establishes the initial terms of the SPAC: trust per-share value of $10.05, 18-month deadline from IPO closing, and a 15% redemption cap for any shareholder group if a shareholder vote is held. It details the sponsor's 25% founder stake (subject to forfeiture if over-allotment not exercised) and significant dilution for public investors. The document also confirms that the company has not yet selected a target business and is still in the IPO process, not yet searching for a combination. For investors monitoring redemption deadlines and trust value, the trust per-share floor is $10.05 (excluding interest), and the deadline will be 18 months after the IPO closes, which is not yet set.

Eliminating the provision that allowed liquidating trust principal for taxes narrows the conditions under which shareholder capital can be depleted, directly protecting the $10.71 per-share trust balance through the December 22, 2026 deadline and reducing redemption friction. Classifying the EBC shares as an advance investment rather than underwriting compensation clarifies sponsor economics and dilution exposure for public holders evaluating a potential business combination.

The requested adjustments will likely alter how public shareholders assess dilution exposure and sponsor incentive alignment. Clarifying whether the EBC founder shares and $1.5 million deferred cost factor into the net proceeds calculation determines whether sponsor-side economics are properly deducted from the dilution metric shown to redemptions participants.

The filing launches a new SPAC with specific terms relevant to redemption tracking: a 24-month deadline from IPO closing to find a deal, a trust value initially $10.05/share, and a 15% cap on redemptions by any shareholder group if a shareholder vote is used. The sponsor's low cost basis creates significant dilution risk for public holders. The CEO's background in uranium ETFs provides a concrete sector focus for potential deals. The document also commits to a business combination marketing agreement with EarlyBirdCapital that ties some advisory compensation to the amount of capital retained in trust.

The explicit discussion of the 24-month window, extension constraints, and sponsor penalties directly shapes the redemption timeline and settlement horizon. Disclosed conversion mechanics—up to $1,500,000 in sponsor/affiliate debt converting at $10 per unit—create measurable, non-table dilution for public shareholders absent a cash PIPE. The liquidation warning that investor rights would expire worthless underscores that failure carries asymmetric downside, reinforcing why redemption pricing and timing matter now.

This comment letter establishes the regulatory checkpoint for launching the registered public offering, meaning the final prospectus—and thus the definitive mechanics governing the 24-month search window, extension rights, trust liquidation triggers, and sponsor forfeiture conditions—cannot be finalized until these items are resolved. The explicit request to quantify extension limits and sponsor penalties directly informs how long cash remains in trust and under what conditions redemptions or liquidations activate relative to the stated December 22, 2026 expiration.

The document defines the precise mechanics governing shareholder exit options, trust liquidity timelines, and insider lock-ups ahead of pricing. According to the draft registration statement, the company has generated no revenues to date, operates from Cold Spring Harbor, New York, and carries no pending litigation. Management, led by Chairman, Chief Executive Officer and Chief Financial Officer Tim Rotolo, attributes its competitive strengths and generalist investment strategy to cited external data—including "information from SPAC Analytics" regarding historically low U.S.

What changed: A routine Form 8-K current report disclosing a trust-account deposit funded by a drawdown from a sponsor promissory note. According to Range Capital Acquisition Corp., on July 23, 2026, the Company drew $60,000 from an unsecured promissory note held by sponsor Range Capital Acquisition Sponsor, LLC and deposited it into the Trust Account. This brings the aggregate outstanding balance on the note to $120,000 against a maximum principal of $540,000. The registrant states the note bears zero interest, matures on the earlier of a business-combination closing or effective winding-up, and would be repaid exclusively from non-trust funds if no combination occurs. The filing also reaffirms that ordinary shares carry a par value of $0.0001 per share and that each registered Right permits purchase of one-tenth (1/10) of one Ordinary Share. Chief Executive Officer Tim Rotolo signed the disclosure on July 24, 2026. Why it matters: The documented $60,000 injection confirms the sponsor is executing on its previously announced $60,000 monthly contribution schedule, preserving trust-account liquidity ahead of the December 22, 2026 deadline without triggering an extension vote or altering redemption mechanics. The non-interest-bearing, repatriation-limited structure of the $540,000 facility insulates public shareholders from additional debt-service claims or senior-creditor priority shifts in a wind-down scenario. Because the 8-K contains no updates on target identification, customer relationships, revenue streams, technology development, strategic partnerships, or litigation, the COMPANY’S operational posture remains entirely unchanged, and investors should model cash-flow runway around further monthly sponsor draws rather than merger activity prior to the deadline.

What changed: This document is a Form 8-K Current Report documenting an extraordinary general meeting, the approval of a corporate charter amendment to extend the business combination timeline, the exercise of extensive redemption rights by public shareholders, updates to the trust account balance, and the execution of a promissory note between the Company and its sponsor. The Company reports that at a June 18, 2026 meeting, shareholders approved an amendment to push the deadline to consummate a business combination, cease operations, or redeem all public shares to up to 27 months from the December 23, 2024 IPO closing. In connection with the vote, 9,339,529 ordinary shares were redeemed at approximately $10.62 per share, yielding an aggregate redemption amount of approximately $99,492,433.31. The Company states that approximately $23,015,134.62 remains in the Trust Account and exactly 2,160,471 ordinary shares remain outstanding. The amended Articles simultaneously lower the cap on liquidation and dissolution expenses deductible from trust interest from $100,000 to $20,000. Separately, the Company signed a non-interest-bearing promissory note with Range Capital Acquisition Sponsor, LLC, authorizing up to $540,000 total to be drawn down in increments of up to $60,000 per month to fund extension extensions at a rate of $0.03 per outstanding public share. Why it matters: The filing discloses a severe contraction in the public float and trust corpus, meaning the remaining 2,160,471 shares now represent a disproportionately larger claim on the diminished $23,015,134.62 trust balance. The shift to sponsor-funded monthly extensions via an unsecured promissory note alters the traditional private placement funding dynamic and provides cash infusions directly tied to surviving share counts. Management's reduction of the liquidation expense deduction from $100,000 to $20,000 preserves more interest income for remaining shareholders in the event of a failed acquisition. Investors tracking the redemption calendar must recognize that the heavy exit reduces market liquidity and concentrates influence heavily with the sponsor and remaining holders, while the 27-month horizon extends the uncertainty period well past the original timeline.

What changed: A DEFA14A supplementary filing submitted as a Current Report on Form 8-K that amends and restates portions of a definitive proxy statement for an extraordinary general meeting regarding an extension amendment proposal. According to the Company's proxy supplement, the amended Articles would extend the mandatory business combination completion, operational wind-down, and Public Share redemption deadline from June 23, 2026 (18 months post-IPO) to up to 27 months from the IPO closing, or March 23, 2027, granted in one-month increments up to nine times after the Termination Date at the Board's sole discretion. The filing states that the Sponsor (Range Capital Acquisition Sponsor, LLC) will fund extensions by depositing an amount equal to $0.03 multiplied by the number of public shares outstanding following any redemptions at the Extraordinary General Meeting (scheduled for June 18, 2026), capped at a maximum of $60,000 per monthly extension, in exchange for a non-interest bearing, unsecured promissory note payable upon business combination consummation. The Company further states it will amend its Articles to reduce the maximum liquidation and dissolution expenses deductible from Trust Account interest from $100,000 to $20,000. Based on the Trust Account balance of approximately $122,173,834.12 as of May 21, 2026, the Company anticipates a per-share redemption price of approximately $10.62 at the Extraordinary General Meeting, matching the $10.62 reported closing price on Nasdaq for the Public Shares on May 21, 2026. Tim Rotolo, Chief Executive Officer, signed the filing on May 22, 2026, confirming these amendments supersede prior proxy disclosures and that the Company will file a Form 8-K within four business days following each monthly Trust contribution. Why it matters: This filing materially rewrites the redemption calendar and the economic calculus for SPAC investors. By pushing the hard liquidation deadline from June 2026 to March 2027 and tying extension funding to a $0.03-per-share monthly cap (maximum $60,000), the Company provides clarity on how long public capital will remain deployed without a deal. The reduction of the dissolution expense floor from $100,000 to $20,000 preserves additional trust value for redeeming shareholders if no business combination occurs. Because the projected per-share redemption price of approximately $10.62 exactly matches the Nasdaq closing price on May 21, 2026, the typical post-IPO trading discount has evaporated, removing the arbitrage cushion that usually encourages retail holders to wait for a merger. The $0.03 monthly payment structure and $122,173,834.12 trust balance indicate ongoing sponsor alignment and sufficient cash to sustain operations, but the absence of any target nomination means investors face an extended uncertainty window through Q1 2027 with no guaranteed exit premium beyond the stated trust distribution.

What changed: Form 8-K Current Report functioning as an Amendment and Supplement to a Definitive Proxy Statement, filed to revise terms of an Extension Amendment Proposal ahead of a shareholder vote. The Company amended its proxy materials to change the deadline to consummate an initial business combination from June 23, 2026 to March 23, 2027. The Company states this will occur through monthly extensions granted up to nine times, each requiring Range Capital Acquisition Sponsor, LLC to deposit into the Trust Account an amount calculated by multiplying $0.03 by the number of public shares outstanding following redemptions at the Extraordinary General Meeting, capped at a maximum of $60,000 per month, in exchange for a non-interest bearing, unsecured promissory note payable upon business combination closing. The Board also reduced the permissible deduction for liquidation and dissolution expenses from Trust Account interest from $100,000 to $20,000. According to the Company's disclosure, the Trust Account held approximately $122,173,834.12 as of May 21, 2026, generating an anticipated redemption price of approximately $10.62 per share at the time of the shareholder meeting. The Company reports the public shares closed at $10.62 on NASDAQ on that same date and cautions that it cannot assure shareholders of sufficient open-market liquidity to sell shares at prices exceeding the redemption amount. The filing, signed by Chief Executive Officer Tim Rotolo, confirms the Extraordinary General Meeting is scheduled for June 18, 2026, and commits the Company to filing an 8-K within four business days following each monthly trust deposit. Why it matters: The shift from a predetermined extension deposit to a variable monthly contribution model ties sponsor cash outflows directly to actual public redemption behavior at the upcoming vote, altering capital deployment risk and trust account trajectory. The lowered $20,000 liquidation expense ceiling marginally preserves more interest income for public shareholders if the SPAC fails to close a deal by the new deadline. The $10.62 redemption benchmark anchors valuation expectations relative to the $10.62 trading price, creating a precise decision matrix for redemption rights ahead of the June 18, 2026 meeting. The mandatory rapid 8-K reporting cadence for each monthly deposit ensures investors receive real-time updates on sponsor funding, post-vote share counts, and corresponding trust account balances, while the explicit liquidity warning signals potential execution friction for shareholders attempting to exit positions without impacting market price.

What changed: A routine compliance exhibit—specifically, a Schedule 13G/A beneficial ownership report filed under accession number 0000312069-26-000182, identified in its own terms solely as a report by holder Barclays PLC. According to the excerpt, Barclays PLC indicates the submission of an amended beneficial ownership statement on 2026-05-14. No specific share quantity, percentage of outstanding stock, acquisition date, or change in control is disclosed in the provided text. Why it matters: Barclays PLC’s 13G/A filing serves as an SEC-mandated disclosure of institutional equity position; it does not mechanically alter the SPAC’s stated trust value of $10.71 per share, the 2026-12-22 termination deadline, or the SEARCHING status. The filing contains no assertions regarding deal progress, redemption windows, extension voting outcomes, or sponsor conduct. Additionally, Barclays PLC makes no claims within this excerpt about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Investors monitoring capital structure events should treat this as a standalone holding update that, without accompanying tender offer filings or proxy statements, carries zero direct impact on redemption mechanics or business combination timelines.

What changed: 10-Q quarterly report. Trust value per share increased to $10.57 (from $10.48) with total trust at $121.58M. Cash declined to $4,392, working capital deficit of $2,286. On April 14, 2026, sponsor affiliate provided a $1.5M unsecured promissory note ($47K drawn). On May 5, 2026, filed a definitive proxy for a June 18, 2026 meeting to extend the deadline to December 23, 2026, with redemption rights. Management discloses a material weakness in internal controls and substantial doubt about going concern. Why it matters: The SPAC is approaching its June 23, 2026 liquidation deadline without a deal and is seeking a shareholder vote to extend to December 23, 2026. The extension proposal triggers redemption rights, allowing investors to exit at trust value (~$10.57). The sponsor's note provides a liquidity bridge for the extension. The trust value is stable and above the IPO price, but the lack of a target and the going concern disclosure increase risk.

What changed: Definitive proxy statement for an extraordinary general meeting to vote on an extension amendment to the company's articles of association. The SPAC proposes to extend the deadline to complete a business combination from 18 months (June 23, 2026) to 24 months (December 23, 2026) after the IPO. The trust account had approximately $121,936,241.23 as of May 1, 2026, implying a per-share redemption price of about $10.60. The sponsor, holding 23.1% of shares, will vote in favor. Redemption deadline is 5:00 p.m. ET on June 16, 2026, with the meeting on June 18, 2026. No business combination has been announced; the SPAC remains in the searching phase. Why it matters: This extension vote is existential: if not approved, the SPAC will liquidate on June 23, 2026. The trust value ($10.60 per share) is above the initial $10.00, providing a modest premium for redeeming shareholders. The extension gives the sponsor more time to find a target, but the filing also includes risk factors (e.g., CFIUS review, potential redemptions leaving insufficient funds). The outcome will determine whether the SPAC continues or dissolves.

What changed: Preliminary Proxy Statement (PRE 14A) calling an Extraordinary General Meeting to vote on a corporate charter amendment and meeting adjournment. The filing proposes moving the business combination and liquidation deadline from June 23, 2026, to December 23, 2026. It establishes a hard redemption election deadline of 5:00 P.M. Eastern Time on June 17, 2026. Approval mechanics require a special resolution (at least two-thirds of votes cast) for the extension and an ordinary resolution for adjournment. The Company notes that unforeseen third-party claims could reduce per-share liquidating distributions below $10.05. Why it matters: The board states it lacks sufficient time to close 'the Transaction' before the original June 23, 2026, expiration, warranting a six-month extension. The proxy explicitly identifies 'Eagle' and 'New Eagle' as Nevada corporations involved in 'the Transaction,' signaling active deal pursuit. It outlines CFIUS national security review risks that could delay or block the combination. Regarding sponsor conduct, the Company reports that insiders and affiliates own 3,708,333 Founder Shares (23.1%) and directors/advisors hold 125,000 Founder Shares, with insiders intending to vote all of them FOR the proposals. The filing notes insiders may purchase public shares privately or on the open market to secure approval, though the Company states they have 'no current commitments, plans or intentions' to do so and confirms no Trust Account funds will finance such transactions. The proxy discloses a $15,000 fee paid to proxy solicitor Sodali & Co. and leaves all cited Trust Account balances and projected per-share redemption estimates redacted as '$[ ]'.

What changed: Form 8-K Current Report (filed April 20, 2026; period of report April 14, 2026) covering Item 1.01 (Entry into a Material Definitive Agreement) and Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant). According to the filing, on April 14, 2026, Range Capital Acquisition Corp. executed an unsecured promissory note with Range Capital Holdings, LLC (identified in the report as an affiliate of Range Capital Acquisition Sponsor, LLC, the sponsor and significant shareholder). The document states the note allows drawdowns up to $1,500,000, bears no interest, and requires principal repayment solely on the date the company consummates its initial business combination (the 'Maturity Date'). Section 4(a) of the attached Exhibit 10.1 promissory note grants the payee an option to convert outstanding principal into 'Working Capital Units' at a division rate of $10.00 per unit, rounded up. Section 12 of the same exhibit records that the payee expressly waives any and all rights, title, interest, or claims against the trust account holding the initial public offering proceeds. The report also confirms ongoing registrations for Units (RANGU), Ordinary Shares with par value $0.0001 per share (RANG), and Rights to acquire one-tenth (1/10) of one Ordinary Share (RANGR) on The Nasdaq Stock Market LLC. These financing terms do not trigger an automatic extension, nor do they modify the public redemption threshold or schedule tied to the December 22, 2026 deadline. Why it matters: For investors tracking redemption mechanics, trust integrity, and sponsor behavior, the filing demonstrates that sponsor-provided working capital explicitly waives any recourse to the trust account, preserving the existing per-share trust balance from lien or absorption under this instrument. Because the note’s maturity is contractually tethered to business combination completion rather than a calendar date, the document confirms no mandatory liquidity event or redemption clock acceleration is triggered by this obligation. The $10.00 conversion metric mirrors standard SPAC working capital structuring but leaves public shareholder redemption ratios and vote requirements unchanged. Beyond this credit facility, the filing contains no substantive updates regarding target companies, customer commitments, revenue forecasts, market positioning, technology developments, partnership announcements, active litigation, or executive roster changes. All contractual terms, payment conditions, default triggers, and trust waivers were documented by Range Capital Acquisition Corp. in this 8-K and the accompanying promissory note signed by Chief Executive Officer Tim Rotolo.