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): ~~January~~April 81, 2025

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 84.01. ~~Other~~Changes ~~Events.~~in Registrant’s Certifying Accountant

On ~~January~~April 81, 2025, Range Capital Acquisition Corp. (the “Company”) ~~issued~~was anotified ~~press~~by ~~release,~~Marcum aLLP ~~copy~~(“Marcum”) ofthat ~~which~~Marcum isresigned ~~filed~~ as ~~Exhibit~~the ~~99.1~~independent toregistered ~~this~~accounting ~~Current~~firm ~~Report on Form 8-K, announcing that the holders~~ of the Company’s. ~~units~~On ~~(the~~November 1, ~~“Units”)~~2024, ~~may~~CBIZ ~~elect~~CPAs toP.C. ~~separately~~acquired ~~trade~~ the ~~ordinary~~attest ~~shares~~business ~~and~~of ~~rights~~Marcum. ~~included~~On ~~in the Units commencing on January~~April 132, 2025., ~~Those~~upon ~~Units~~Marcum’s ~~that~~resignation ~~are~~as ~~not~~auditors ~~separated~~of ~~will continue to trade on~~ the ~~Nasdaq~~Company ~~Global~~and ~~Market~~with ~~(“Nasdaq”) under~~ the ~~symbol~~approval ~~“RANGU”~~of ~~and~~ the ~~ordinary~~Company’s ~~shares~~Board ~~and~~of ~~rights~~Directors, ~~that~~CBIZ ~~are~~CPAs ~~separated will trade on Nasdaq under the symbols “RANG” and “RANGR,” respectively~~P.C. ~~Each~~was ~~holder~~engaged ofas ~~Units will need to have its broker contact Continental Stock Transfer & Trust Company,~~ the Company’s ~~transfer~~independent ~~agent,~~registered inpublic ~~order~~accounting tofirm ~~separate~~for the ~~holder’s~~fiscal ~~Units~~year ~~into~~ending ~~ordinary~~December 31, ~~shares and rights~~2025.

The reports of Marcum regarding the Company’s financial statements for the fiscal year ended December 31, 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report for the fiscal year ended December 31, 2024 included an explanatory paragraph relating to substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal year ended December 31, 2024, and through April 1, 2025, the date of Marcum’s resignation, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to such disagreement in its report and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

During the fiscal year ended December 31, 2024, and through April 1, 2025, the date of Marcum’s resignation, neither the Company nor anyone on the Company’s behalf consulted with CBIZ CPAs P.C. regarding (i) the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by CBIZ CPAs P.C. on the Company’s financial statements, and CBIZ CPAs P.C. did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing, or financial reporting issue or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions), as that term is described in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC, pursuant to Item 304(a)(3) of Regulation S-K, stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated April 3, 2025, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

ExhibitNo.		Description
Exhibit No.		Description
99.1		Press Release dated January 8, 2025
16.1		Letter from Marcum LLP, dated April 3, 2025.
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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: ~~January 8~~April 3, 2025

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