S-K 1602, SPAC Registered Offerings

Jul. 30, 2025

SPAC Offering Forepart, De-SPAC Consummation Timeframe

24 months

SPAC Offering Forepart, De-SPAC Consummation Timeframe Description [Text Block]

We have until the date that is 24 months from the closing of this offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes (excluding any Excise Tax, or similar tax, imposed on us) and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless.

SPAC Offering Forepart, De-SPAC Consummation Timeframe May be Extended [Flag]

true

SPAC Offering Forepart, Security Holders Have the Opportunity to Redeem Securities [Flag]

true

SPAC Offering Forepart, Security Holder Redemptions Subject to Limitations [Flag]

true

SPAC Offering Forepart, Sponsor Compensation Material Dilution [Flag]

true

SPAC Offering Forepart, Adjusted Net Tangible Book Value Per Share [Table Text Block]

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option.

See section entitled “Dilution” for more information.


As of June 30, 2025
Offering Price of $10.00 per Unit		25% of Maximum Redemption				50% of Maximum Redemption				75% of Maximum Redemption				Maximum Redemption
NTBV		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price		NTBV		Difference between NTBV and Offering Price
	Assuming Full Exercise of Over-Allotment Option
$	7.13	$	6.51	$	3.49	$	5.55	$	4.45	$	3.79	$	6.21	$	(0.41)	$	10.41
	Assuming No Exercise of Over-Allotment Option
$	7.12	$	6.50	$	3.50	$	5.53	$	4.47	$	3.77	$	6.23	$	(0.42)	$	10.42

SPAC Offering Forepart, Actual or Material Conflict of Interest [Flag]

true

SPAC Offering Prospectus Summary [Line Items]

SPAC Registered Offering Prospectus Summary, Identify and Evaluate Potential Business Combination Candidates, Manner [Text Block]

Business Strategy

We will seek to capitalize on the strength of our management team, in particular our Chairman and Chief Executive Officer, Mr. Rotolo. We believe that our team’s prior accomplishments and current activities will be critical in identifying attractive acquisition opportunities, and that, in turn, the businesses that we identify will be able to benefit from accessing the U.S. capital markets and the expertise and network of our management team. However, there is no assurance that we will complete an initial business combination.

De-SPAC Consummation Timeframe, Duration

24 months

De-SPAC Consummation Timeframe, Plans if it Fails [Text Block]

If we anticipate that we may be unable to consummate our initial business combination within such

24-month

period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. Subject to shareholder approval, there are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to our amended and restated memorandum and articles of association. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (excluding any Excise Tax, or similar tax, imposed on us)), divided by the number of then issued and outstanding public shares, subject to applicable law. Our public shareholders will have the right to redeem their shares regardless of whether they abstain, vote for, or vote against an extension.

De-SPAC Consummation Timeframe May be Extended [Flag]

true

De-SPAC Consummation Timeframe, How Extended [Text Block]

we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. Subject to shareholder approval, there are no limitations as to the duration of an extension or the number of times the completion window may be extended by shareholders via an amendment to our amended and restated memorandum and articles of association. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable (excluding any Excise Tax, or similar tax, imposed on us)), divided by the number of then issued and outstanding public shares, subject to applicable law. Our public shareholders will have the right to redeem their shares regardless of whether they abstain, vote for, or vote against an extension.

De-SPAC Consummation Timeframe, Limitations on Extensions [Text Block]

There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering.

De-SPAC Consummation Timeframe, Extension Failure, Consequences to Sponsor [Text Block]

If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private placement units (and the securities comprising such units) will be worthless.

De-SPAC Consummation Timeframe Extension, Security Holders Voting or Redemption Rights [Flag]

true

SPAC Prospectus Summary, Sponsor Compensation, Footnotes [Text Block]

(1)

Of the Class B ordinary shares, the

non-managing

sponsor investors own, indirectly through the purchase of

non-managing

membership interests, [•] founder shares (or [•] founder shares if the underwriters’ over-allotment option is exercised in full), which were purchased for approximately $0.003 per share. In addition, several of our officers and directors own an indirect interest in the founder shares through membership interests in our sponsor. The

non-managing

sponsor member will have no right to vote the founder shares that it holds indirectly through its Class A membership units in the sponsor.

(2)	Prior to the closing of this offering, our sponsor will transfer 25,000 founder shares to our Chief Financial Officer for the original purchase price per share.

(3)

The

non-managing

sponsor investors have expressed an interest to purchase, indirectly through the purchase of

non-managing

membership interests, an aggregate of [•] (or [•] if the underwriters’ over-allotment option is exercised in full) of the 390,000 private placement units (or 420,000 private placement units if the underwriters’ over-allotment option is exercised in full) being purchased by our sponsor at a price of $10.00 per unit ($[•] in the aggregate (or $[•] if the underwriters’ over-allotment option is exercised in full)) in a private placement that will close simultaneously with the closing of this offering. The purchase of the

non-managing

sponsor membership interests is not contingent upon the participation in this offering or vice versa.

Range Capital Acquisition Corp II S-1