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RNGTU • CIK 0002078653
Overview Range Capital Acquisition Corp II (the “Company”) is a blank check company incorporated on May 22, 2025, as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this Annual Report as our “business combination,” “Business Combination,” or “initial business combination,” with one or more businesses or entities, which we refer to throughout this Annual Report as a “target business” or “target businesses.” We are not limited to target businesses in any specific industry or geographic location. We have generated no revenues to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination. Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. However, we have not selected any specific target business. Our management team has previously engaged in discussions with potential business combination targets in their capacity as officers of Range Capital Acquisition Corp. (“Range I”). We may pursue business combination targets that have previously been in discussions with Range I’s management team. We may retain all of our available funds and any future earnings following an initial business combination to fund the development and growth of our business. As a result, we may not pay any cash dividends in the foreseeable future. We believe our management team is well positioned to identify opportunities offering attractive risk- adjusted returns and that our professional contacts and transaction sources, ranging from industry executives, private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers and participants, in addition to the geographical reach of our management team and their affiliates, will enable us to pursue a broad range of opportunities. On October 6, 2025, we consummated our initial public offering (the “Initial Public Offering”) of 23,000,000 units at $10.00 per unit, including 3,000,000 units issued pursuant to the underwriters’ exercise of over-allotment in full. Each unit (each, a “Unit”) consisting of one Class A ordinary share (“Class A ordinary share”) 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 adjustments, upon the completion of our initial business combination, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 430,000 private placement units to Range Capital Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”) and the sale of 230,000 to BTIG, LLC, as representative of the underwriters in the Initial Public Offering (the “Representative”), each at a price of $10.00 per unit in a private placement, generating gross proceeds of $6,600,000. Following the closing of the Initial Public Offering and the over-allotment on October 6, 2025, an aggregate amount of $230,000,000 ($10.00 per unit) from the net proceeds of the sale of the public Units, and a portion of the net proceeds from the sale of the private placement Units, was placed in the trust account (the “Trust Account”) and initially invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association.…