Range Capital Acquisition Corp II-A 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period fromto Commission File Number: 001-42890 RANGE CAPITAL ACQUISITION CORP II(Exact name of registrant as specified in its charter) N/A(I.R.S. EmployerIdentification Number) Cayman Islands(State or other jurisdiction ofincorporation or organization) 44 Main StreetCold Spring HarborNew York 11724(Address of principal executive offices)(Zip Code) (631) 246-0340(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Exchange Act: Smallerreportingcompany☒Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ The registrant was not a public company as of June30, 2025 and therefore it cannot calculate the aggregate market value of its voting andnon-voting common equity held by non-affiliates as of such date. As of March 24, 2026, there were 23,660,000 ClassA ordinary shares, $0.0001 par value and 7,666,667 ClassB ordinary shares, $0.0001 parvalue, issued and outstanding. Table of Contents TABLE OF CONTENTS PARTIItem1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety DisclosuresPART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem7A.Quantitative and Qualitative Disclosures About Market RiskItem 8.Financial Statements and Supplementary DataItem 9.Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem9A.Controls and ProceduresItem 9B.Other InformationItem 9C.Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsPARTIIIItem10.Directors, Executive Officers and Corporate GovernanceItem11.Executive CompensationItem12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13.Certain Relationships and Related Transactions, and Director IndependenceItem14.Principal Accountant Fees and ServicesPART IVItem15.Exhibits and Financial Statement SchedulesItem16.Form 10-KSummarySIGNATURES Table of Contents PART I CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K (the “Annual Report”) may constitute “forward-looking statements” for purposes of thefederal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations offuture events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,”“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressionsmay identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-lookingstatements in this Annual Report may include, for example, statements about: •our ability to complete our initial business combination;•our expectations around the performance of the prospective target business or businesses;•our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial businesscombination;•our officers and directors allocating their time to other businesses and potentially having conflicts of interest