QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
one-half of one redeemable warrant |
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| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
RANGE CAPITAL ACQUISITION CORP II
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
| March 31, 2026 |
December 31, 2025 |
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(Unaudited) |
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| Assets: |
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| Current Assets |
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| Cash |
$ | $ | ||||||
| Prepaid expenses |
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| Total current assets |
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| Long-term prepaid insurance |
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| Marketable securities held in Trust Account |
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| Total Assets |
$ |
$ |
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| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: |
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| Current liabilities |
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| Accounts payable and accrued expenses |
$ | $ | ||||||
| Accrued offering costs |
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| Total current liabilities |
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| Deferred underwriting fee |
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| Total Liabilities |
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| Commitments and Contingencies (Note 6) |
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| Class A ordinary shares subject to possible redemption, $ |
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| Shareholders’ Deficit |
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| Preferred shares, $ |
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| Class A ordinary shares, $ |
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| Class B ordinary shares, $ |
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| Additional paid-in capital |
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| Accumulated deficit |
( |
) | ( |
) | ||||
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| Total Shareholders’ Deficit |
( |
) |
( |
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| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit |
$ |
$ |
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General and administrative costs |
$ | |||
Loss from Operations |
( |
) | ||
Other income: |
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Investment income – bank |
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Interest earned on marketable securities held in Trust Account |
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Total other income |
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Net income |
$ |
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Weighted average shares outstanding of redeemable ordinary shares |
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Basic and Diluted net income per ordinary share, redeemable ordinary shares |
$ |
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Weighted average shares outstanding of non-redeemable ordinary shares |
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Basic and Diluted net income per ordinary share, non-redeemable ordinary shares |
$ |
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Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance – December 31, 2025 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Remeasurement of Class A Ordinary Shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
Balance – March 31, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| Cash Flows from Operating Activities: |
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| Net income |
$ | |||
| Adjustments to reconcile net income to net cash used in operating activities: |
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| Interest earned on marketable securities held in Trust Account |
( |
) | ||
| Changes in operating assets and liabilities: |
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| Prepaid expenses |
( |
) | ||
| Long Term prepaid insurance |
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| Accrued expenses |
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| Net cash used in operating activities |
( |
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| Net Change in Cash |
( |
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| Cash – Beginning of period |
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| Cash – End of period |
$ |
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| Supplemental Disclosure of Non-cash Activity: |
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| Remeasurement of Class A ordinary shares to redemption value |
$ | |||
| |
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For the Three Months Ended March 31, 2026 |
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Redeemable |
Non-redeemable |
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Basic and Diluted net income per Ordinary Share |
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Numerator: |
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Allocation of net income |
$ | $ | ||||||
Denominator: |
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Basic and Diluted weighted average Ordinary Shares outstanding |
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Basic and Diluted net income per Ordinary Share |
$ |
$ |
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Gross proceeds |
$ | |||
Less: |
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Proceeds allocated to Public Warrants |
( |
) | ||
Public Shares issuance costs |
( |
) | ||
Plus: |
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Remeasurement of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption, December 31, 2025 |
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Plus: |
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Remeasurement of carrying value to redemption value |
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Class A ordinary shares subject to possible redemption, March 31, 2026 |
$ | |||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and |
| • | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the Warrant holders. |
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Level |
March 31, 2026 |
December 31, 2025 |
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Investments held in Trust Account |
1 | $ | $ | |||||||||
October 6, 2025 |
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Underlying stock price |
$ | |||
Exercise price |
$ | |||
Volatility |
% | |||
Risk-free rate |
% | |||
Weighted term (years) |
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March 31, 2026 |
December 31, 2025 |
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Cash |
$ | $ | ||||||
Marketable securities held in Trust Account |
$ | $ | ||||||
For the Three Months Ended March 31, 2026 |
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General and administrative costs |
$ | |||
Interest earned on investments held in Trust Account |
$ | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Range Capital Acquisition Corp II References to our “management” or our “management team” refer to our officers and directors, references to the “Sponsor” refer to Range Capital Acquisition Sponsor II, LLC, and references to “BTIG” refers to BTIG, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated in the Cayman Islands on May 22, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Recent Developments
On September 30, 2025, the registration statement on Form S-1 (File No. 333-290118) (the “Registration Statement”) relating to the Initial Public Offering of the Company, was declared effective by the U.S. Securities and Exchange Commission.
Effective as of October 2, 2025, the following individuals were appointed to the board of directors of the Company: James Grigor, Alexander Matina and John Lovett. Accordingly, effective as of October 2, 2025, the Company’s board of directors is comprised of the following individuals: Tim Rotolo, James Grigor, Alexander Matina and John Lovett. Additionally, on October 2, 2025, the Company entered into the Indemnity Agreements with each of Tim Rotolo, Andrew Kucharchuk, James Grigor, Alexander Matina and John Lovett, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. On the same date, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”) with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 490,000,000 Class A Ordinary Shares, (ii) 10,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 100,000,000 preference shares, par value $0.0001 per share.
On October 6, 2025, the Company consummated the Offering of 23,000,000 units (the “Units”), including 3,000,000 Units issued pursuant to the underwriters’ exercise of over-allotment in full. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.
On October 6, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 430,000 units to the Sponsor and an aggregate of 230,000 units to the Representative (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $6,600,000 (the “Private Placement”).
A total of $230,000,000 of the net proceeds from the Offering and the Private Placement was placed in a Trust Account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Continental acting as trustee.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 22, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest earned on investments held in Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.
For the three months ended March 31, 2026, we had net income of $1,843,929, which consisted of interest earned on marketable securities held in Trust Account of $2,059,204 and investment income – bank of $8,267, offset by general and administrative costs of $223,542.
17
Liquidity, Capital Resources and Going Concern
Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the initial shareholders and loans from the Sponsor.
On October 6, 2025, we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 660,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement to the Sponsor and the representative of the underwriters, generating gross proceeds of $6,600,000.
Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred $13,232,284 transaction costs, consisting of $4,600,000 of cash underwriting fee, $8,050,000 of deferred underwriting fee, and $582,284 of other offering costs.
For the three months ended March 31, 2026, cash used in operating activities was $199,998. Net income of $1,843,929 was affected by interest earned on marketable securities held in Trust Account of $2,059,204 and changes in operating assets and liabilities of $15,277.
As of March 31, 2026, we had marketable securities held in the Trust Account of $234,163,749. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of March 31, 2026, we had cash of $922,610. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into units of the post business combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. At March 31, 2026, no Working Capital Loans were outstanding.
In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014—15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering may not be sufficient to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements are issued as it expects to incur significant costs in pursuit of its acquisition plans. Management has determined the liquidity issue raises substantial doubt about the Company’s ability to continue as a going concern for one year from the date the unaudited condensed financial statements are issued.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor an aggregate of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $20,000 monthly fee. As of March 31, 2026, the Company incurred and paid $60,000 in fees for these services.
The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the units offered in the Initial Public Offering, or $4,600,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 3.50% of the gross proceeds of the Initial Public Offering held in the Trust Account, or $8,050,000 in the aggregate, payable to BTIG, LLC only upon the completion of an initial Business Combination. The deferred underwriting commissions will be payable as follows: (i) $0.20 per Unit sold in the Initial Public Offering will be paid to BTIG, LLC in cash upon the closing of the initial Business Combination and (ii) $0.15 per Unit sold in the Initial Public Offering will be payable to BTIG, LLC in cash, based on the funds remaining in the Trust Account after giving effect to public shares that are redeemed in connection with an initial Business Combination.
18
Critical Accounting Estimates
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates.
Warrant Instruments
We accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their relative fair values.
Class A Ordinary Shares Subject to Redemption
We account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” The Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable shares of Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as stockholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.
Net Income Per Redeemable and Non-Redeemable Ordinary Share
Net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. The contractual formula utilized to calculate the redemption amount approximates fair value. The Class feature to redeem at fair value means that there is effectively only one class of shares. Changes in fair value are not considered a dividend for the purposes of the numerator in the earnings per share calculation. Net income per ordinary share is computed by dividing the pro rata net income between the redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares by the weighted average number of ordinary shares outstanding for each of the periods. The calculation of diluted income per ordinary stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended March 31, 2026.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
20
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
22
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| RANGE CAPITAL ACQUISITION CORP II | ||||||
| Date May 14, 2026 | By: | /s/ Tim Rotolo | ||||
| Name: | Tim Rotolo | |||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||
| By: | /s/ Andrew Kucharchuk | |||||
| Name: | Andrew Kucharchuk | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | ||||||