DEF 14A of Range Capital Acquisition Corp.
Filed May 5, 20260001193125-26-206596
Interests of Our Sponsor, Directors and Officers
Interests of Our Sponsor, Directors and Officers When you consider the recommendation of our board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things, the interests listed below:
Interests of Our Sponsor, Directors and Officers
| • | If the Extension Amendment Proposal is not approved and if we do not consummate our initial business combination transaction by June 23, 2026, we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman law to provide for claims of creditors and the requirements of other applicable law. In such event, the Founder Shares, which are owned by our Sponsor, would be worthless because following the redemption of the Public Shares, we would likely have few, if any, net assets and because our holders of our Founder Shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if we fail to complete our initial business combination within the required period. |
Interests of Our Sponsor, Directors and Officers
In addition, simultaneously with the closing of our IPO, we consummated the sale of 400,000 private placement units at a price of $10.00 per unit in a private placement to our Sponsor. Simultaneously with the closing of the over-allotment option on January 3, 2025, we consummated the private placement of an aggregate of 37,500 private placement units to the Sponsor and EBC at a price of $10.00 per unit. If we do not consummate our initial business combination by June 23, 2026, or such earlier date as determined by the board, in its sole discretion, if the Extension Amendment Proposal is approved by the requisite number of votes, then the proceeds from the sale of the private placement units will be part of the liquidating distribution to the Public Shareholders and the rights held by our Sponsor and its affiliate will be worthless.
Interests of Our Sponsor, Directors and Officers
| • | Our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future, if they continue as directors and officers following such initial business combination, our directors and executive officers will receive any cash fees, share options or share awards that a post-business combination board of directors determines to pay to its directors and officers. |
Interests of Our Sponsor, Directors and Officers
| • | In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per Public Share and (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. |