Range Capital Acquisition Corp.

00-0000000 false 0002035644 0002035644 2026-05-22 2026-05-22 0002035644 us-gaap:CapitalUnitsMember 2026-05-22 2026-05-22 0002035644 us-gaap:FairValueMeasuredAtNetAssetValuePerShareMember 2026-05-22 2026-05-22 0002035644 us-gaap:StockAppreciationRightsSARSMember 2026-05-22 2026-05-22 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): May 22, 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 8.01 Other Events. Supplement to the Definitive Proxy Statement On May 5, 2026, Range Capital Acquisition Corp. (the “Company”) filed a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection with an extraordinary general meeting of the Company’s shareholders to be held on June 18, 2026 (the “Extraordinary General Meeting”) to consider and vote on, among other proposals, a proposal to amend the date by which the Company must (1) consummate an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the ordinary shares of the Company, par value $0.0001 per share (the “ordinary shares”) included as part of the units sold in the Company’s initial public offering (such ordinary shares, the “Public Shares”) that was consummated on December 23, 2024 (the “IPO”), to 24 months from the closing of the IPO, or such earlier date as determined by the board of directors of the Company (the “Extension”). The Company has determined to modify the terms of the potential Extension, to extend the date by which the Company has to consummate an initial business combination from 18 months from the IPO (the “Termination Date”) to up to 27 months from the IPO, by electing to extend the date to consummate an initial business combination on a monthly basis for up to nine times by an additional one month each time after the Termination Date, until 27 months from the IPO, or a total of up to nine months after the Termination Date, or such earlier date as determined by the board of directors (the “Board”), unless the closing of the Company’s initial business combination shall have occurred, provided that Range Capital Acquisition Sponsor, LLC (the “Sponsor”) (or its affiliate or permitted designees) will deposit into a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) an amount determined by multiplying $0.03 by the number of public shares outstanding following any redemptions of public shares effected in connection with the Extraordinary General Meeting, up to a maximum of $60,000, for each such one-month extension, in exchange for a non-interest bearing, unsecured promissory note payable upon consummation of a business combination, and to reduce the liquidation and dissolution expenses that can be deducted from the interest earned on the funds held in the Trust Account from $100,000 to $20,000. Accordingly, the Company has determined to amend and supplement the definitive proxy statement as described in this Current Report on Form 8-K (the “Proxy Supplement”). AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT The Company is providing additional information to its shareholders, as described in this Current Report on Form 8-K. These disclosures should be read in connection with the definitive proxy statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the definitive proxy statement, the information set forth herein shall supersede or supplement the information in the definitive proxy statement. Defined terms used but not defined herein have the meanings set forth in the definitive proxy statement and all page references are to pages in the definitive proxy statement. The Company makes the following amended and supplemental disclosures: 1. Certain disclosure on page 1 of the Letter to Shareholders, page 1 of the Notice of Extraordinary General Meeting, and page 2 of the definitive proxy statement is hereby amended and restated to read as follows: Proposal No. 1 — The Extension Amendment Proposal — to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (as amended, the “Articles”) as provided by the resolution in the form set forth on Annex A to the accompanying Proxy Statement (the “Extension Amendment” and, such proposal, the “Extension Amendment Proposal”) to (A) amend the date by which the Company must (1) consummate an initial merger, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses (a “business combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem all of the ordinary shares of the Company, par value $0.0001 per share (the “ordinary shares”) included as part of the units sold in the Company’s initial public offering (such ordinary shares, the “Public Shares”) that was consummated on December 23, 2024 (the “IPO”), to up to 27 months from the closing of the IPO (the “Amended Date”), or such earlier date as is determined by our board of directors (the “board”), in its sole discretion, to be in the best interests of the Company (the “Amendment”) , provided that Range Capital Acquisition Sponsor, LLC (the “Sponsor”) (or its affiliate or permitted designees) will deposit into a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”) an amount determined by multiplying $0.03 by the number of public shares outstanding following any redemptions of public shares effected in connection with the Extraordinary General Meeting, up to a maximum of $60