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Range Capital Acquisition Corp II
CIK: 0002078653  ·  File(s): 377-08276  ·  Started: 2025-08-27  ·  Last active: 2025-09-30
Response Received 3 company response(s) Medium - date proximity
UL SEC wrote to company 2025-08-27
Range Capital Acquisition Corp II
Regulatory Compliance Financial Reporting Related Party / Governance
CR Company responded 2025-09-08
Range Capital Acquisition Corp II
References: August 27, 2025
CR Company responded 2025-09-30
Range Capital Acquisition Corp II
CR Company responded 2025-09-30
Range Capital Acquisition Corp II
File Nos in letter: 333-290118
DateTypeCompanyLocationFile NoLink
2025-09-30 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-09-30 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-09-08 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-08-27 SEC Comment Letter Range Capital Acquisition Corp II Cayman Islands 377-08276
Regulatory Compliance Financial Reporting Related Party / Governance
Read Filing View
DateTypeCompanyLocationFile NoLink
2025-08-27 SEC Comment Letter Range Capital Acquisition Corp II Cayman Islands 377-08276
Regulatory Compliance Financial Reporting Related Party / Governance
Read Filing View
DateTypeCompanyLocationFile NoLink
2025-09-30 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-09-30 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-09-08 Company Response Range Capital Acquisition Corp II Cayman Islands N/A Read Filing View
2025-09-30 - CORRESP - Range Capital Acquisition Corp II
CORRESP
 1
 filename1.htm

 CORRESP

 Range Capital Acquisition Corp II
 44 Main Street Cold
Spring Harbor, NY 11724 September 30, 2025
 VIA EDGAR United States Securities and Exchange
Commission Division of Corporation Finance Office of Life
Sciences 100 F Street, NE Washington, D.C. 20549
 Attention: Daniel Crawford and Laura Crotty

 RE:
 Range Capital Acquisition Corp II (the “Company”)
 Registration Statement on Form S-1
 ( File No. 333- 290118) (the “Registration Statement”)
           Ladies and Gentlemen:
 The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of
the Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on September 30, 2025, or as soon thereafter as practicable.
 [Signature page follows]

 Very truly yours,

 Range Capital Acquisition Corp II

 By:

 _/s/ Tim Rotolo

 Name: Tim Rotolo

 Title: Chief Executive Officer
2025-09-30 - CORRESP - Range Capital Acquisition Corp II
CORRESP
 1
 filename1.htm

 CORRESP

 September 30, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance 100 F Street, N.E.
 Washington, D.C. 20549

 Re:
 Range Capital Acquisition Corp II
 Registration Statement on Form S-1
 File No. 333-290118
 Ladies and Gentlemen: In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representative of the underwriters for the proposed public offering of units of Range Capital Acquisition Corp II (the “Company”)
pursuant to the above-referenced Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement so that it becomes effective at 5:00 p.m., Eastern time, on
Tuesday, September 30, 2025, or as soon as possible thereafter. Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act, the undersigned advises you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced proposed offering.
 [ Signature Page Follows ]

 Very truly yours,

 BTIG, LLC

 By:

 /s/ Paul Wood

 Name:

 Paul Wood

 Title:

 Managing Director
 [ Signature Page to SEC Letter from Underwriters Requesting Acceleration of Effectiveness ]
2025-09-08 - CORRESP - Range Capital Acquisition Corp II
Read Filing Source Filing Referenced dates: August 27, 2025
CORRESP
 1
 filename1.htm

 CORRESP

 September 8, 2025
 Securities and Exchange Commission Office of Life Sciences
 Division of Corporation Finance 100 F Street NE
 Washington, D.C. 20549-3561

 Re:
 Range Capital Acquisition Corp II
 Draft Registration Statement on Form S-1
 Submitted July 31, 2025
 CIK No. 0002078653 Dear
Mr. Crawford and Ms. Crotty: On behalf of Range Capital Acquisition Corp II (the “ Company ”), set forth
below are the Company’s responses to the comments of the Staff (the “ Staff ”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “ Commission ”) relating to the
Company’s Registration Statement on Form S-1 (CIK No. 0002078653). An electronic version of the Registration Statement on Form S-1 (CIK No. 0002079106)
has been concurrently filed with the Commission through its EDGAR system. The Draft Registration Statement, as amended by the Registration Statement on Form S-1, is referred to as the “ Registration
Statement .” Set forth below are the responses of the Company to the comments of the Staff’s letter to the Company, dated
August 27, 2025, relating to the Registration Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless otherwise indicated, all references to page numbers in such
responses are to page numbers in the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Registration Statement.
 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.
 Response : The Company confirms that it will include the maximum percentage of the offering that could be purchased by the non-managing sponsor investors in an amendment to the Registration Statement.
 Greenberg Traurig, LLP
 www.gtlaw.com

 Securities and Exchange Commission
 Office of Life Sciences Division of Corporation Finance
 September 8, 2025 Page 2

 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. Response : The
Company has revised the disclosure on page 7 of the Registration Statement in response to the Staff’s comment. 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.
 Response : The Company has revised the disclosure on page 28 of the Registration Statement in response to the Staff’s comment.
 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.
 Response : The Company supplementally advises the Staff that the terms of the warrants to be held by the sponsor
and its affiliates will be the same as the public warrants and, as such, it does not believe that additional disclosure is appropriate.
 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. Response : The
Company respectfully advises the Staff that the deferred underwriting fees presented in the capitalization table represent the liability that will be incurred as of the date of the offering contemplated by the Registration Statement, which is due
upon the closing of the Company’s initial business combination. The offsetting amount is in fact charged to equity and is included in the total accumulated deficit amount since for accounting purposes the Company is not allowed to show
negative additional paid in capital, therefore the reclassified amount to accumulated deficit represents all costs related to the closing of the offering.
 Greenberg Traurig, LLP
 www.gtlaw.com

 Securities and Exchange Commission
 Office of Life Sciences Division of Corporation Finance
 September 8, 2025 Page 3

 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.
 Response : The Company has revised the disclosure on page 156 in response to the Staff’s comment.

 Sincerely,
 GREENBERG TRAURIG, LLP

 /s/ Jason Simon

 Jason Simon
 cc: Tim Rotolo – Chairman and Chief Executive Officer
 Greenberg Traurig, LLP
 www.gtlaw.com
2025-08-27 - UPLOAD - Range Capital Acquisition Corp II File: 377-08276
<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>