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Range Capital Acquisition Corp II
Response Received
3 company response(s)
Medium - date proximity
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Company responded
2025-09-08
Range Capital Acquisition Corp II
References: August 27, 2025
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 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 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-08-27 | SEC Comment Letter | Range Capital Acquisition Corp II | Cayman Islands | 377-08276 | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 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
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>