Rainier Acquisition Corp

false --12-31 0002147219 0002147219 2026-08-26 2026-08-26 0002147219 RNAQ:UnitsEachConsistingOfOneClassOrdinaryShareAndOnequarterOfOneRedeemableWarrantToAcquireOneClassOrdinaryShareMember 2026-08-26 2026-08-26 0002147219 RNAQ:ClassOrdinarySharesParValue0.0001PerShareMember 2026-08-26 2026-08-26 0002147219 RNAQ:WarrantsEachWholeWarrantExercisableForOneClassaOrdinaryShareAtExercisePriceOf11.50Member 2026-08-26 2026-08-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2026 Rainier Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands (State or other jurisdiction of incorporation or organization) 001-43462 (Commission File Number) 98-1782716 (I.R.S. Employer Identification Number) 1 Penn Plaza , 48th Floor New York , New York (Address of principal executive offices) 10119 (Zip Code) ( 646 ) 465-9000 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 filing 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 Class A ordinary share, and one-quarter of one redeemable Warrant to acquire one Class A ordinary share  RNAQU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share RNAQ The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 RNAQW 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 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x 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 1.01. Entry into a Material Definitive Agreement. On August 26, 2026, the Registration Statement on Form S-1 (File No. 333-298076) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Rainier Acquisition Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On August 28, 2026, the Company consummated the IPO of 7,500,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Share”), and one-quarter of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $75,000,000. The underwriters have a 45-day option from the date of the IPO prospectus to purchase up to 1,125,000 additional units to cover over-allotments, if any. Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: · an Underwriting Agreement, dated August 26, 2026, by and between the Company and Chardan Capital Markets, LLC, as representative of the underwriters named on Schedule A attached thereto, which contains customary representations and warranties and indemnification of the underwriters and B. Riley Securities, Inc. the qualified independent underwriter for the IPO, by the Company; · a Warrant Agreement, dated August 26, 2026, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”), which sets forth the expiration and exercise price of and procedure for exercising the Warrants (as defined below); certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Warrants; certain registration rights of the holders of Warrants; provision for amendments to the Warrant Agreement; and indemnification of the warrant agent by the Company under the agreement; · an Investment Management Trust Agreement, dated August 26, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, which establishes the trust account that will hold the net proceeds of the IPO, certain of the proceeds of the sale of the Private Placement Units, and sets forth the responsibilities of the trustee, the procedures for withdrawal and direction of funds from the trust account, and indemnification of the trustee by the Company under the agreement; · a Registration Rights Agreement, dated August 26, 2026, by and among the Company, Ravenna 7 LLC (the “Sponsor”) and the directors of the Company (together with the Sponsor, the “Initial Holders”), which provides for customary demand and piggy-back registration rights for the Initial Holders; · a Private Placement Unit Purchase Agreement, dated August 26, 2026, by and between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 194,375 private placement units (or up to 200,000 private placement units if the underwriters’ over-allotment option is exercised in full) (the “Private Placement Units”), each Private Placement Unit consisting of one Class A Ordinary Share and one-quarter of one warrant, each whole Private Placement Warrant entitling the Sponsor to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment; · Indemnification Agreements, each dated August 26, 2026, by and between the Company and each of the officers and directors of the Company, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company; and · a Letter Agreement, dated August 26, 2026, by and among the Company, the Sponsor, and each director and officer of the Company, pursuant to which the Sponsor and each of directors and officers of the Company have agreed to vote any Class B ordinary shares, $0.0001 par value per share, of the Company and any Class A Ordinary Shares held by him, her or it in favor of the Company’s initial business combination; to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the time period set forth in the Company’s charter; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor. The above descriptions are qualified in their entirety by reference to the full text of the applicable agreements, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4, and 10.5, respectively. Item 3.02. Unregistered Sales of Equity Securities. On August 28, 2026, simultaneously with the consummation of the IPO and the issuance and sale of the Units, the Company consummated the private placement of