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UPLOAD Filing

Range Capital Acquisition Corp II
Date: Aug. 27, 2025 · CIK: 0002078653 · Accession: 0000000000-25-009212

Regulatory Compliance Financial Reporting Related Party / Governance

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

Date
August 27, 2025
Author
Division of
Form
UPLOAD
Company
Range Capital Acquisition Corp II

Letter

Re: Range Capital Acquisition Corp II Draft Registration Statement on Form S-1 Submitted July 31, 2025 CIK No. 0002078653 Dear Tim Rotolo:

August 27, 2025

Tim Rotolo Chairman and Chief Executive Officer Range Capital Acquisition Corp II 44 Main Street Cold Spring Harbor, NY 11724

We have reviewed your draft registration statement and have the following comments.

Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement and non-public draft submission on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments.

Draft Registration Statement on Form S-1 Cover Page

1. Please revise the Cover Page and elsewhere in relation to your discussion of the non- managing sponsor investors expression of interest in purchasing units to disclose the maximum percentage of the offering that could be purchased by these investors. Initial Business Combination, page 7

2. Please revise this section to also disclose the amount of public shares sold in the IPO that would have to affirmatively vote for the business combination in order for it to be consummated. August 27, 2025 Page 2 The Offering Ability to extend time to complete business combination, page 28

3. Please revise your disclosure on page 28 to disclose whether shareholders can redeem their shares regardless of whether they abstain, vote for, or vote against proposals to extend the date by which you must consummate your initial business combination, as you have on page 134. Conflicts of Interest, page 39

4. Please revise your disclosure on page 39 and your Conflicts of Interest section on page 154 to disclose whether the terms of the warrants held by the sponsor and its affiliates enables them to profit at times when an unaffiliated security holder cannot profit, such as when the company calls public warrants for redemption. Capitalization, page 108

5. The table shows deferred underwriting fees as part of your "as-adjusted" capitalization. Our understanding from page 101 is that these fees are payable contingent on the completion of your initial business combination and that these fees would be charged to equity under your policy for deferred costs on page F-9. Please tell us why the fees are considered part of your "as-adjusted" capitalization but the offsetting amount does not appear charged to shareholder's equity in this table. Conflicts of Interest, page 155

6. Please revise this section to briefly describe the fiduciary duties of each officer and director of the special purpose acquisition company to other companies to which they have fiduciary duties, or otherwise advise. Refer to Item 1603(c) of Regulation S-K.

Please contact Gary Newberry at 202-551-3761 or Daniel Gordon at 202-551-3486 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Jason Simon, Esq.

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 27, 2025

Tim Rotolo
Chairman and Chief Executive Officer
Range Capital Acquisition Corp II
44 Main Street
Cold Spring Harbor, NY 11724

 Re: Range Capital Acquisition Corp II
 Draft Registration Statement on Form S-1
 Submitted July 31, 2025
 CIK No. 0002078653
Dear Tim Rotolo:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information
and either
submitting an amended draft registration statement or publicly filing your
registration
statement and non-public draft submission on EDGAR. If you do not believe a
comment
applies to your facts and circumstances or do not believe an amendment is
appropriate, please
tell us why in your response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. Please revise the Cover Page and elsewhere in relation to your
discussion of the non-
 managing sponsor investors expression of interest in purchasing units
to disclose the
 maximum percentage of the offering that could be purchased by these
investors.
Initial Business Combination, page 7

2. Please revise this section to also disclose the amount of public shares
sold in the IPO
 that would have to affirmatively vote for the business combination in
order for it to be
 consummated.
 August 27, 2025
Page 2
The Offering
Ability to extend time to complete business combination, page 28

3. Please revise your disclosure on page 28 to disclose whether
shareholders can redeem
 their shares regardless of whether they abstain, vote for, or vote
against proposals to
 extend the date by which you must consummate your initial business
combination, as
 you have on page 134.
Conflicts of Interest, page 39

4. Please revise your disclosure on page 39 and your Conflicts of Interest
section on
 page 154 to disclose whether the terms of the warrants held by the
sponsor and its
 affiliates enables them to profit at times when an unaffiliated security
holder cannot
 profit, such as when the company calls public warrants for redemption.
Capitalization, page 108

5. The table shows deferred underwriting fees as part of your "as-adjusted"
 capitalization. Our understanding from page 101 is that these fees are
payable
 contingent on the completion of your initial business combination and
that these fees
 would be charged to equity under your policy for deferred costs on page
F-9. Please
 tell us why the fees are considered part of your "as-adjusted"
capitalization but the
 offsetting amount does not appear charged to shareholder's equity in
this table.
Conflicts of Interest, page 155

6. Please revise this section to briefly describe the fiduciary duties of
each officer and
 director of the special purpose acquisition company to other companies
to which they
 have fiduciary duties, or otherwise advise. Refer to Item 1603(c) of
Regulation S-K.

 Please contact Gary Newberry at 202-551-3761 or Daniel Gordon at
202-551-3486 if
you have questions regarding comments on the financial statements and related
matters. Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at
202-551-7614
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jason Simon, Esq.
</TEXT>
</DOCUMENT>