Business Context and Reporting Period
This Form 8-K reports the consummation of the initial public offering (IPO) and related private placement by Range Capital Acquisition Corp II, a Cayman Islands exempted company. The report date is October 2, 2025, with the offering closing on October 6, 2025. The Company is an emerging growth company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Gross Proceeds from Public Offering | $230,000,000 |
| Units Sold in Public Offering | 23,000,000 (including 3,000,000 from full over-allotment) |
| Offering Price per Unit | $10.00 |
| Gross Proceeds from Private Placement | $6,600,000 |
| Private Placement Units Sold | 660,000 (430,000 to Sponsor; 230,000 to Representative) |
| Funds Placed in Trust Account | $230,000,000 |
| Warrant Exercise Price | $11.50 per share |
The filing does not provide specific values for operating profit, cash flow from operations, or debt levels, as the Company is a pre-business combination special purpose acquisition company (SPAC).
Material Changes and Corporate Actions
- Capital Structure: The Company authorized up to 490,000,000 Class A ordinary shares, 10,000,000 Class B ordinary shares, and 100,000,000 preference shares via amended articles of association.
- Board Composition: James Grigor, Alexander Matina, and John Lovett were appointed to the board of directors effective October 2, 2025. The board now consists of Tim Rotolo, James Grigor, Alexander Matina, and John Lovett.
- Agreements: The Company entered into definitive agreements including an Underwriting Agreement with BTIG, LLC; a Warrant Agreement; a Trust Agreement; and various private placement and indemnity agreements.
Outlook, Risks, and Contingencies
The Company intends to use the funds held in the Trust Account to consummate an initial business combination. The funds will not be released until the earliest of: (i) completion of the initial business combination, (ii) redemption of public shares if the combination is not completed within the specified window, or (iii) redemption of shares submitted in connection with a vote to amend the articles of association regarding redemption rights.
Interest earned on the Trust Account may be released to the Company to pay taxes, excluding any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022. Private Placement Units held by the Sponsor are subject to transfer restrictions until 30 days after the completion of the initial business combination.
Investor Verification Checklist
- Verify the full text of the Underwriting Agreement (Exhibit 1.1) for underwriting discounts and commissions not explicitly detailed in the summary.
- Confirm the specific terms of the "completion window" for the initial business combination in the Amended Articles (Exhibit 3.1).
- Review the Registration Statement (File No. 333-290118) for detailed background on the new board members and their compensatory arrangements.
- Check the Trust Agreement (Exhibit 10.2) for specific investment restrictions and interest rate assumptions.
- Monitor the status of the 1% excise tax liability mentioned in the Trust Account release provisions.