Business Context and Reporting Period
Company: Range Capital Acquisition Corp. (RANG)
Reporting Period: Quarter ended September 30, 2024 (Inception: July 24, 2024)
Business Type: Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC) to effect a business combination. As of the reporting date, the Company had not commenced operations. All activity relates to formation and preparation for the Initial Public Offering (IPO).
Subsequent Events: The IPO was consummated on December 23, 2024, and the over-allotment option closed on January 3, 2025.
Key Financial Metrics
| Metric | Value |
|---|---|
| Total Assets | $1,661,413 |
| Cash and Cash Equivalents | $23,679 |
| Deferred Offering Costs | $1,637,734 |
| Total Liabilities | $125,801 |
| Shareholders' Equity | $1,535,612 |
| Net Loss (Inception to 9/30/24) | $(27,788) |
| Net Loss Per Share | $(0.01) |
| Outstanding Ordinary Shares | 4,100,000 |
Liquidity: As of September 30, 2024, the Company did not have sufficient liquidity to meet current obligations. Management expects the IPO proceeds (consummated December 23, 2024) to provide sufficient working capital for at least one year.
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO period. Significant capital events occurred subsequent to the reporting date:
- Initial Public Offering: On December 23, 2024, the Company sold 10,000,000 Units at $10.00 per unit, generating gross proceeds of $100,000,000.
- Private Placement: Simultaneously, 400,000 Private Placement Units were sold to the Sponsor and EarlyBirdCapital, Inc. (EBC) for $4,000,000.
- Over-Allotment Exercise: On January 3, 2025, underwriters exercised the full over-allotment option, purchasing 1,500,000 additional Units for $15,000,000. An additional 37,500 Private Placement Units were sold for $375,000.
- Trust Account: Following the IPO and over-allotment, $115,575,000 was deposited into the Trust Account.
- Transaction Costs: Total transaction costs amounted to $4,203,522, including $2,156,250 in cash underwriting fees and $2,047,272 in other offering costs.
Outlook, Risks, and Management Commentary
Outlook: The Company intends to use substantially all funds in the Trust Account to complete a Business Combination. It has 18 months from the IPO closing to consummate a transaction. If unsuccessful, the Company will liquidate and redeem Public Shares.
Risks and Contingencies:
- Geopolitical Instability: Risks associated with the Russia-Ukraine conflict and Israel-Hamas conflict could disrupt capital markets and affect the ability to find a target.
- Going Concern: Pre-IPO liquidity was insufficient; operations are entirely dependent on the successful completion of the IPO and subsequent business combination.
- Shareholder Redemption: Public shareholders have the right to redeem shares for a pro rata portion of the Trust Account (initially $10.05 per share plus interest).
- Related Party Transactions: The Sponsor has agreed to pay $10,000 per month for administrative services and may provide working capital loans up to $1,500,000 convertible into units.
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total gross proceeds ($115,000,000 from public units + $4,375,000 from private placements).
- Trust Account Balance: Confirm the $115,575,000 deposit into the Trust Account and the interest-bearing nature of the investments.
- Share Count Adjustments: Note the retrospective adjustment of share counts due to the surrender of Founder Shares by the Sponsor and EBC in November 2024.
- Underwriting Fees: Verify the deferred underwriting commissions and the cash fees paid at closing ($2,300,000 total cash discount).
- Extension Provisions: Review the terms for extending the 18-month combination period, which requires shareholder approval and additional funding.