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): April 114, ~~2025~~2026

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 4 1.01. ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement

OnThe ~~April 1,~~information ~~2025,~~provided ~~Range~~in ~~Capital~~Item ~~Acquisition Corp~~2.03 ~~(the “Company”) was notified by Marcum LLP (“Marcum”) that Marcum resigned as the independent registered accounting firm~~ of ~~the~~this ~~Company.~~Current OnReport ~~November 1,~~on ~~2024, CBIZ CPAs P.C. acquired the attest business of Marcum. On April~~Form 2,8-K ~~2025,~~is ~~upon~~incorporated ~~Marcum’s~~by ~~resignation~~reference asinto ~~auditors~~this ofItem ~~the Company and with the approval of the Company’s Board of Directors, CBIZ CPAs P~~1.C01. ~~was engaged as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.~~

~~The~~Item 2.03. ~~reports~~Creation of ~~Marcum~~a ~~regarding~~Direct ~~the~~Financial ~~Company’s~~Obligation ~~financial statements for the fiscal year ended December 31, 2024 did not contain any adverse opinion~~ or ~~disclaimer~~an ofObligation ~~opinion~~under ~~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~~Off-Balance ~~paragraph~~Sheet ~~relating~~Arrangement toof ~~substantial doubt about the Company’s ability to continue as~~ a ~~going concern~~Registrant.

~~During~~On April 14, 2026, Range Capital Acquisition Corp. (the ~~fiscal~~“Company”) ~~year~~issued ~~ended~~an ~~December 31,~~unsecured ~~2024,~~promissory ~~and~~note ~~through~~(the ~~April~~ “Note”) in the principal amount of up to $1,500,000 ~~2025~~to Range Capital Holdings, LLC (the ~~date~~“Payee”), an affiliate of ~~Marcum’s~~Range ~~resignation~~Capital Acquisition Sponsor, ~~there~~LLC, ~~were~~the (sponsor and a~~) no~~ ~~disagreements~~significant ~~(as~~shareholder ~~defined~~of inthe ~~Item~~Company, ~~304~~which may be drawn down from time to time prior to the Maturity Date (adefined below)~~(1)(iv)~~ ofupon ~~Regulation~~request ~~S-K~~by the Company. The Note does not bear interest and the ~~related~~principal ~~instructions)~~balance ~~with~~will ~~Marcum~~be payable on ~~any~~the ~~matter~~date ofon ~~accounting~~which ~~principles~~the orCompany ~~practices~~consummates its initial business combination (such date, ~~financial~~the ~~statement~~“Maturity ~~disclosure~~Date”). In the event the Company consummates its initial business combination, orthe ~~auditing~~Payee ~~scope~~has the option on the Maturity Date to convert all or ~~procedures~~any portion of the principal outstanding under the Note into that number of units (“Working Capital Units”) equal to the portion of the principal amount of the Note being converted divided by $10.00, ~~which~~rounded ~~disagreements~~up to the nearest whole number. The terms of the Working Capital Units, if ~~not~~any, ~~resolved~~would be identical to the ~~satisfaction~~terms of ~~Marcum,~~the ~~would~~private ~~have~~placement ~~caused~~units ~~Marcum~~issued toby ~~make~~the ~~reference~~Company toat ~~such~~the ~~disagreement~~time inof its ~~report~~initial ~~and~~public offering (~~b) no~~the “~~reportable events~~IPO”), (as ~~defined~~described in ~~Item~~the ~~304(a)(1)(v)~~prospectus offor ~~Regulation~~the IPO dated December 19, 2024 and filed with the U.S-K. Securities and Exchange Commission, including the ~~related~~transfer ~~instructions)~~restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

~~During~~The ~~the~~issuance ~~fiscal year ended December 31, 2024, and through April 1, 2025, the date~~ of ~~Marcum’s resignation, neither~~ the ~~Company~~Note ~~nor~~was ~~anyone~~made onpursuant ~~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~~exemption offrom ~~audit~~registration ~~opinions~~contained ~~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)~~Section ~~any matter that was either the subject of a disagreement~~ 4(~~as defined in Item 304(~~a)(12)~~(iv)~~ of ~~Regulation S-K and~~ the ~~related~~Securities ~~instructions),~~Act ~~as that term is described in Item 304(a)(1)(iv)~~ of ~~Regulation S-K~~1933, ~~or a reportable event,~~ as ~~that term is defined in Item 304(a)(1)(v) of Regulation S-K~~amended.

The ~~Company~~foregoing ~~provided~~description ~~Marcum with a copy~~ of ~~this~~the ~~Current~~Note ~~Report~~is onqualified ~~Form~~in ~~8-K prior to~~ its ~~filing~~entirety ~~with~~by ~~the~~reference ~~U.S. Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed~~ to the ~~SEC,~~full ~~pursuant~~text ~~to Item 304(a)(3)~~ of ~~Regulation S-K, stating whether it agrees with~~ the ~~above statements and~~Note, ifa ~~it does not agree, the respects in which it does not agree. A~~ copy of ~~the~~which ~~letter, dated April 3, 2025,~~ is filed as Exhibit 16 10.1 ~~(which is incorporated by reference herein)~~ to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
16.1		Letter from Marcum LLP, dated April 3, 2025.
10.1		Promissory Note, dated April 14, 2026.
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: April 320, ~~2025~~2026

Filing Compare · Range Capital Acquisition Corp.