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RANG · Current Report (Form 8-K) · Filed April 20, 2026

Range Capital Acquisition Corp — Current Report (Form 8-K)

Form
8-K
Filed
April 20, 2026
Period
Apr 14, 2026
Ticker
RANG
Accession
0001193125-26-164081
Boardroom Alpha · Filing insights

Range Capital Acquisition Corp issued an unsecured note up to $1.5 million to an affiliate, convertible at closing.

About Range Capital Acquisition Corp
Market cap
$170M
1Y TSR
+3.3%
Sector
Industrials
CEO
Tim Rotolo
Last annual meeting: Jun 18, 2026 · View full Range Capital Acquisition Corp profile →
8-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 14, 2026

 

 

Range Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-42448   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

44 Main Street

Cold Spring Harbor

New York

  11724
(Address of principal executive offices)   (Zip Code)

(631) 246-0360

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Units, each consisting of one Ordinary Share and one Right   RANGU   The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share   RANG   The Nasdaq Stock Market LLC
Rights, each Right to acquire one-tenth (1/10) of one Ordinary Share   RANGR   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01. Entry into a Material Definitive Agreement

The information provided in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 14, 2026, Range Capital Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of up to $1,500,000 to Range Capital Holdings, LLC (the “Payee”), an affiliate of Range Capital Acquisition Sponsor, LLC, the sponsor and a significant shareholder of the Company, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Payee has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Note being converted divided by $10.00, rounded up to the nearest whole number. The terms of the Working Capital Units, if any, would be identical to the terms of the private placement units issued by the Company at the time of its initial public offering (the “IPO”), as described in the prospectus for the IPO dated December 19, 2024 and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.    Description
10.1    Promissory Note, dated April 14, 2026.
104    Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

 

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RANGE CAPITAL ACQUISITION CORP.
By:  

/s/ Tim Rotolo

 

Name: Tim Rotolo

Title: Chief Executive Officer

Date: April 20, 2026

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Reference

Frequently asked questions

When did Range Capital Acquisition Corp file this 8-K?
Range Capital Acquisition Corp (RANG) filed this Current Report (Form 8-K) with the SEC on April 20, 2026. The accession number assigned by EDGAR is 0001193125-26-164081.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Range Capital Acquisition Corp issued an unsecured note up to $1.5 million to an affiliate, convertible at closing. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Range Capital Acquisition Corp's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Range Capital Acquisition Corp has filed under CIK 2035644, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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