Rainier Acquisition Corp-A美股招股说明书(2026-08-27版)

PROSPECTUS Rainier Acquisition Corporation $75,000,000 7,500,000 Units Rainier Acquisition Corporation, a Cayman Islands exempted company, is a blank check company for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses or entities, which we refer to as our initial businesscombination. We have not selected any business combination target and we have not, nor has anyone on our behalf,initiated any substantive discussions, directly or indirectly, with any business combination target. We will not belimited to a particular industry or geographic region in our identification and acquisition of a target company. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-quarter of one redeemable warrant. Each whole warrant entitles the holder thereof topurchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations asdescribed herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to1,125,000 additional units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem all or a portion of their ClassA ordinaryshares upon the completion of our initial business combination, subject to the limitations as described herein. If wehave not consummated an initial business combination within 24 months from the closing of this offering, or suchearlier liquidation date as our board of directors may approve, which we refer to as the “completion window,” wewill redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Prior to this offering, there has been no public market for our securities. Our units have been approved forlisting on the Nasdaq Capital Market (“Nasdaq”), under the symbol “RNAQU.” We expect that the ClassA ordinaryshares and warrants comprising the units will begin separate trading on Nasdaq under the symbols “RNAQ” and“RNAQW,” respectively, on the 52nd day following the date of this prospectus unless the underwriters permit earlierseparate trading and we have satisfied certain conditions. Our sponsor, Ravenna 7 LLC, has agreed to purchase an aggregate of 194,375 private placement units (or up to200,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00per unit, for an aggregate purchase price of $1,943,750 (or up to $2,000,000 if the underwriters’ over-allotmentoption is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Werefer to these units throughout this prospectus as the private placement units. Each private placement unit is identicalto the public units except that the private warrants contained therein will be non-redeemable and may be exercisedon a cashless basis, but in each case only if they are held by the sponsor, subject to certain limited exceptions, asdescribed in this prospectus. None of the private placement warrants will be redeemable by us. Each privateplacement share included in each private placement unit will not have any redemption rights or be entitled toliquidating distributions from the trust account if we fail to consummate an initial business combination. Table of Contents Further, our sponsor currently owns 2,031,250 of our ClassB ordinary shares (up to 281,250 of which aresubject to forfeiture), which will automatically convert into ClassA ordinary shares at the time of our initial businesscombination or earlier at the option of the holder on a one-for-one basis (such ClassA ordinary shares issued uponconversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if wefail to consummate an initial business combination), subject to adjustment as described herein. In August 2026, oursponsor transferred 25,000 founder shares to each of our directors and director nominees. Prior to the completion ofour initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on theappointment or removal of directors or in a vote to transfer the company by way of continuation to a jurisdictionoutside the Cayman Islands (including any special resolution required to amend the constitutional documents of thecompany or to adopt new constitutional documents of the company, in each case, as a result of the companyapproving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). The founder shares heldby our sponsor were purchased for $25,000, or approximately $0.01159 per share (after giving effect to the shareadjustment, but prior to giving effect to the transfers of founder shares to our directors and director nominees),which, as further described in this prospectus, may result