Rainier Acquisition Corporation (the “Company”) filed a Current Report on Form 8-K dated September 1, 2026, disclosing the issuance of audited financial statements and the closing of an over-allotment option related to its initial public offering (IPO).
On September 2, 2026, the Company closed the over-allotment option to purchase an additional 1,125,000 units at a price of $10.00 per unit. Simultaneously, the Company consummated a private placement of 5,625 private placement units to Ravenna 7 LLC (the “Sponsor”) at the same price of $10.00 per unit. The private placement units consist of one Class A ordinary share and one-quarter of a warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These warrants are non-redeemable and may be exercised on a cashless basis, but only if held by the Sponsor.
The sale of the units in the IPO and the over-allotment option generated total gross proceeds of $86,250,000. The Company placed $86,250,000 of these proceeds into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. An audited balance sheet as of August 28, 2026, reflecting the receipt of these proceeds, has been included as Exhibit 99.1 to the filing.
The audited balance sheet as of August 28, 2026, reports total assets of $76,100,902. This total is comprised of $75,000,000 in cash held in the trust account and $1,100,902 in current assets. Total liabilities are reported at $2,581,668, which includes $2,250,000 in deferred underwriting fees and $331,668 in current liabilities. Shareholder’s deficit is reported at $1,480,766. The Company reports 194,375 Class A ordinary shares issued and outstanding, along with 2,156,250 Class B ordinary shares issued and outstanding.
