Range Capital Acquisition Corp II-A美股招股说明书(2025-10-06版)

Range Capital Acquisition Corp II is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose ofeffecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target andwe have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We maypursue an initial business combination in any business or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one ClassA ordinary share andone-halfofone redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject toadjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only wholewarrants will trade. The warrants will become exercisable at the later of 12 months from the closing of this offering and 30 days after the completion ofour initial business combination, and will expire five years after the completion of our initial business combination or earlier upon redemption or ourliquidation, as described herein. The underwriters have a45-dayoption from the date of this prospectus to purchase up to an additional 3,000,000 unitsto cover over-allotments, if any. We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.No offer or invitation to subscribe for securities may be made to the public in the Cayman Islands. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial businesscombination, all or a portion of their ClassA ordinary shares that are sold as part of the units in this offering, which we refer to collectively as our publicshares, upon the completion of our initial business combination at aper-shareprice, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on thefunds held in the trust account, less taxes payable (excluding any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of2022, or similar tax, that is imposed on us, if any), divided by the number of then outstanding public shares, subject to the limitations and on theconditions described herein.See“Summary — The Offering — Redemption rights for public shareholders upon completion of our initialbusiness combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial businesscombination” for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conductredemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articlesof association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is actingin concert or as a “group” (as defined under Section13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restrictedfrom redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, wewould not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% ofthe shares sold in this offering) for or against our initial business combination.See “Summary — The Offering — Limitation on redemption rightsofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion on certain limitationson redemption rights. Table of Contents Our sponsor, Range Capital Acquisition Sponsor II, LLC, and BTIG, LLC, the representative of the underwriters, have committed to purchase anaggregate of 600,000 units, or “private placement units” (or 660,000 private placement units if the underwriters’ over-allotment option is exercised infull), at a price of $10.00 per unit, or $6,000,000 in the aggregate (or $6,600,000 if the underwriters’ over-allotment option is exercised in full), in aprivate placement that will close simultaneously with the closing of this offering. Each private placement unit will consist of one ClassA ordinary shareandone-halfof one warrant, with each whole warrant exercisable to purchase one ClassA ordinary share at $11.50 per share. We ref