Business Context and Reporting Period
Company: Range Capital Acquisition Corp II (RNGT/RNGTU/RNGTW)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: May 22, 2025)
Business Model: Cayman Islands exempted company (SPAC) formed to effect a merger or business combination with one or more target businesses. The Company has no operating history and has generated no operating revenues to date.
Recent Activity: Consummated Initial Public Offering (IPO) on October 6, 2025, selling 23,000,000 units at $10.00 per unit (including full over-allotment exercise). Simultaneously completed a private placement of 660,000 units.
Key Financial Metrics
| Metric | Value |
|---|---|
| Trust Account Balance | $232,104,545 (as of Dec 31, 2025) |
| Per Share Trust Value | $10.09 (includes interest earned) |
| Net Income | $1,836,809 (Inception through Dec 31, 2025) |
| Operating Expenses | $267,736 (General and administrative costs) |
| Interest Income | $2,104,545 (Earned on Trust Account investments) |
| Cash (Outside Trust) | $1,122,608 |
| Working Capital | $1,122,457 |
| Deferred Underwriting Fee | $8,050,000 (Liability) |
| Shares Outstanding | 23,000,000 Class A (Public); 7,666,667 Class B (Founder); 660,000 Class A (Private Placement) |
Material Changes and Financial Position
The Company was incorporated on May 22, 2025, and completed its IPO on October 6, 2025. Consequently, there are no prior comparable periods for operating results. The financial position is characterized by:
- Liquidity: The Company holds approximately $1.12 million in cash outside the Trust Account to fund working capital and search for a target. Management believes this is sufficient for at least one year.
- Trust Account: $230,000,000 was initially deposited. As of year-end, the balance grew to $232,104,545 due to interest income on U.S. government securities.
- Capital Structure: The Company has a significant deferred underwriting liability of $8,050,000 payable only upon the completion of a business combination.
Outlook, Risks, and Management Commentary
Completion Window: The Company has 24 months from the IPO closing (October 6, 2025) to consummate an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares at the pro rata Trust Account balance.
Target Criteria: Management intends to target businesses with enterprise values of $500 million or more, focusing on sectors such as Energy (including Nuclear), Asset Management/Specialty Finance, Fertility, and Defense Tech. The strategy emphasizes "scarce assets" and "pure plays."
Key Risks:
- SPAC Market Conditions: Increased competition for targets and potential negative public perception of SPACs.
- Redemption Risk: High redemption rates could reduce cash available for the transaction, potentially requiring additional financing.
- Geopolitical Factors: Conflicts in Ukraine and the Middle East may impact capital markets and target selection.
- Investment Company Act: Risk of being deemed an unregistered investment company if Trust Account assets are held too long in securities.
- Conflicts of Interest: Officers and directors have fiduciary duties to other entities (e.g., Range Capital Acquisition Corp I) which may compete for business opportunities.
Investor Verification Checklist
- Trust Account Interest Rate: Verify current yields on U.S. Treasury securities to assess potential changes in the redemption price per share.
- Extension Provisions: Review the specific shareholder approval thresholds required to extend the 24-month completion window beyond the initial deadline.
- Deferred Underwriting Fees: Confirm the exact payout structure of the $8,050,000 deferred fee, specifically the portion contingent on funds remaining after redemptions.
- Related Party Transactions: Monitor the $20,000 monthly administrative fee paid to the Sponsor and any potential working capital loans (up to $1.5 million convertible).
- Founder Share Dilution: Understand the anti-dilution provisions for Class B shares, which adjust to maintain a 25% ownership stake post-combination, potentially diluting public shareholders.