IPO and Financial Proceeds - The Company completed its IPO on October 23, 2024, issuing 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[82]. - The Underwriter received a $4,025,000 underwriting discount at IPO closing, representing 1.75% of the gross proceeds of the IPO[104]. - The Sponsor and Underwriter purchased Private Units generating total proceeds of $7,075,000[83]. Financial Performance - As of December 31, 2025, the Company reported net income of $9,225,582, consisting of $9,879,114 in investment income and $653,532 in general and administrative expenses[98]. - The Company generated non-operating income from interest on marketable securities, with no operating revenues expected until after a Business Combination[97]. - The Company held a cash balance of $541,650 as of December 31, 2025, with no Working Capital Loans outstanding[99][101]. - The Company incurred $132,836 in general and administrative expenses for the period from July 15, 2024, to December 31, 2024[98]. Trust Account and Business Combination - The Company placed $231,150,000 ($10.05 per unit) in a trust account, which is intended for use in a Business Combination[87]. - The Company has until 24 months from the IPO closing to complete a Business Combination, or it will redeem 100% of the outstanding Public Shares[94]. - The redemption value of the trust account was approximately $10.57 per share as of December 31, 2025[91]. Share Issuance and Equity - On July 19, 2024, the company issued 5,750,000 Class B ordinary shares to the Sponsor for a total purchase price of $25,000[105]. - As of December 31, 2025, there was no outstanding balance under the promissory notes issued to the Sponsor, which allowed borrowing up to $180,000[109]. - Common stock subject to possible redemption is classified as temporary equity at redemption value, outside of stockholders' equity[119]. - The company recognizes changes in redemption value immediately and adjusts the carrying value of redeemable shares accordingly[120]. Administrative and Tax Matters - The company entered into an administrative services agreement with the Sponsor for a monthly fee of $20,000[110]. - The company has identified critical accounting policies that require management to make estimates and assumptions affecting reported amounts of assets and liabilities[113]. - The company is classified as an "emerging growth company" and is exempt from certain reporting requirements under the JOBS Act[114]. - As of December 31, 2025, the company had no cash equivalents[118]. - There were no unrecognized tax benefits as of December 31, 2025, and no amounts accrued for interest and penalties[123]. - The company does not incur income taxes in the Cayman Islands, as income taxes are not levied[124].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-42448 RANGE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other ...

Table of Contents Commission File Number: 001-42448 RANGE CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ...

Financial Position - As of January 31, 2026, the company had cash, cash equivalents, and marketable securities totaling $415.9 million, with $287.6 million invested in U.S. government and corporate debt securities [360]. - The company is exposed to market risk primarily due to fluctuations in interest rates, but a hypothetical 10% change in interest rates would not have had a material impact on its consolidated financial statements as of January 31, 2026 [361]. - The company’s revenue is primarily denominated in U.S. dollars, with only sales in Japan being denominated in Yen, minimizing significant foreign currency risk [362]. - The company uses derivative financial instruments, including forward exchange contracts, to hedge against foreign currency exchange rate fluctuations [363]. Employee Relations - The company has not experienced any work stoppages and considers its relations with employees to be good, with a total of 1,988 full-time employees as of January 31, 2026 [100]. - The company has focused on creating a robust culture to encourage employee retention and engagement, emphasizing professional development opportunities [100]. - The company’s core values, developed by employees, guide its operations and decision-making processes [92]. Social Responsibility - The company established its Social Impact Department in 2021, which includes the Braze for Impact Fund and various corporate social responsibility initiatives [94]. - The company is a member of the Pledge 1% movement, reserving up to 964,647 shares of Class A common stock for donation to fund social impact initiatives through 2031 [95]. - The company maintains an ESG reporting function, including annual greenhouse gas emissions audits and sustainability commitments [98].

Sales Performance - Consolidated sales for Q3 fiscal 2026 increased by $166.9 million, or 24.6%, compared to the prior year quarter, driven by strong demand in commercial parts Distribution activities [184]. - Sales to commercial customers rose by $130.3 million, or 26.8%, with contributions of $26.3 million from the ADI acquisition and $55.2 million from the HAECO Americas acquisition [184]. - Consolidated sales for the nine-month period ended February 28, 2026, increased by $354.0 million, or 17.5%, primarily due to commercial customer sales growth [195]. - The Parts Supply segment reported third-party sales of $270.7 million, a 45.0% increase over the prior year quarter, with operating income rising by $5.3 million, or 11.7% [208]. - The Repair & Engineering segment saw third-party sales increase by $49.4 million, or 22.9%, primarily due to growth in Airframe MRO services, despite a decrease in operating income by $3.9 million, or 20.5% [212]. - The Integrated Solutions segment's third-party sales increased by $4.9 million, or 3.0%, with operating income decreasing by $0.2 million, or 2.1% [214]. - The Expeditionary Services segment experienced a decrease in third-party sales by $9.2 million, or 32.1%, with operating income down by $3.6 million, or 56.3% [216]. Profitability - Gross profit for Q3 fiscal 2026 increased by $23.0 million, or 17.5%, with government customer gross profit rising by $19.7 million, or 54.6% [186]. - The gross profit margin for government sales improved to 24.3% from 18.7% in the prior year quarter, attributed to a favorable mix of services [186]. - Gross profit on sales to commercial customers increased by $12.3 million, or 4.3%, compared to the prior year quarter, driven by strong demand and volume growth in new parts Distribution activities, including contributions from the recent ADI acquisition [200]. - The gross profit margin on sales to commercial customers decreased to 17.5% from 19.6%, primarily due to the mix of products and services, including lower margin HAECO operations [202]. - Gross profit for the nine-month period increased by $67.8 million, or 18.0%, with government customer gross profit rising by $55.5 million, or 60.8% [199]. Expenses and Financials - Selling, general, and administrative expenses increased by $28.5 million, or 46.5%, primarily due to the ADI and HAECO Americas acquisitions [188]. - Selling, general, and administrative expenses decreased by $20.6 million, or 7.6%, from the prior year period, mainly due to settled FCPA matters [203]. - Interest expense decreased by $1.0 million in Q3 fiscal 2026, reflecting lower interest rates and average borrowings, with an average borrowing rate of 5.51% [191]. - Interest expense for the nine-month period ended February 28, 2026, decreased by $1.2 million, reflecting lower interest rates and average borrowings, with an average borrowing rate of 5.85% compared to 6.66% in the prior year [204]. Capital and Liquidity - As of February 28, 2026, the company reported working capital of $1,110.7 million, including cash of $78.5 million, indicating sufficient liquidity for at least the next 12 months [228]. - The company entered into an amendment to its Credit Agreement, increasing the aggregate commitments under the Amended Revolving Credit Facility to $825.0 million from $620.0 million [229]. - The company issued an additional $150.0 million in Notes with an original issuance premium of 102%, incurring debt issuance costs of $2.5 million [233]. - As of February 28, 2026, the company was in compliance with all financial covenants under its financing arrangements [234]. - The company sold 3,450,000 shares of common stock at $83.00 per share, resulting in net proceeds of $273.9 million [237]. Cash Flow - Net cash provided by operating activities was $43.4 million for the nine-month period ended February 28, 2026, an increase of $58.7 million from the prior year [239]. - Net cash used in investing activities was $251.8 million for the nine-month period ended February 28, 2026, primarily due to acquisitions [240]. - Net cash provided by financing activities was $199.3 million for the nine-month period ended February 28, 2026, an increase of $162.3 million from the prior year [241]. - The company has utilized $18.5 million under its Purchase Agreement, reducing the availability to $131.5 million [236]. - The stock repurchase program allows for up to $150 million in repurchases, with 2.4 million shares repurchased for $107.5 million since inception [238]. Risk and Currency Impact - A hypothetical 10% devaluation of the U.S. dollar against foreign currencies would not have a material impact on the company's financial position [247]. - There were no significant changes in interest rate risk during the quarter ended February 28, 2026 [248]. Expansion Plans - The company is expanding its Miami and Oklahoma City airframe maintenance facilities to meet growing customer demand, with a new 114,000 square foot facility in Miami expected to be completed by mid-to-late calendar 2026 [170]. Acquisition Impact - A bargain purchase gain of $35.7 million was recognized related to the HAECO Americas acquisition, as the fair value of identifiable assets exceeded the purchase price [192].

Financial Performance - Total revenue for the year ended December 31, 2025, was $7,731,163, an increase of 17.8% from the prior year[5] - Product sales increased by $1,501,339, from $5,368,476 in 2024 to $6,869,815 in 2025, representing a 28.0% year-over-year increase[5] - Services revenue decreased by $331,231 or 27.7%, from $1,192,579 in 2024 to $861,348 in 2025[5] - Gross profit was $1,321,336, a decrease of 5.5% from the prior year, with gross margin decreasing from 21.3% in 2024 to 17.1% in 2025[5] - The comprehensive loss for the year was $22,979,770, compared to a comprehensive loss of $14,062,534 in 2024[5] - Fourth quarter revenue was $1,912,199, an increase of 18.5% year-over-year, primarily due to increased product sales[6] - The comprehensive loss for Q4 2025 was $9,371,420, compared to a comprehensive loss of $4,715,931 for the same period in 2024[6] Strategic Partnerships and Collaborations - The company announced a strategic defense partnership with Global Ordnance to support advanced UAV systems deployment[6] - Draganfly secured a second major order from a Fortune 50 telecommunications company to expand its NDAA-compliant heavy-lift drone fleet[6] - The company is exploring a strategic defense and security collaboration with Babcock to expand into the Asia-Pacific region[6] Forward-Looking Statements and Risks - The company acknowledges the presence of forward-looking statements that are subject to significant business, economic, and competitive uncertainties[17] - Forward-looking statements include expectations regarding the shareholder update call and its timing[17] - Risks affecting forward-looking statements include potential impacts from epidemics or public health crises on business operations and financial condition[17] - The company faces uncertainties related to the integration of technology and the general securities markets[17] - Future financing availability and costs are uncertain, which may affect the company's financial strategies[17] - There are inherent uncertainties in cost estimates, with potential for unexpected costs and expenses[17] - Currency fluctuations pose additional risks to the company's financial performance[17] - The company is subject to regulatory restrictions and competition that may impact its operations[17] - The loss of key employees is identified as a risk factor that could affect the company's performance[17] - The company does not undertake any obligation to update forward-looking information except as required by law[17]

Financial Performance - As of December 31, 2025, the company had total consolidated assets of $2.3 billion, net loans of $1.9 billion, deposits of $1.8 billion, and total shareholders' equity of $285.3 million[28]. - The company achieved loan growth of 9% and deposit growth of 6% from December 31, 2020, to December 31, 2025[33]. - The ratio of core deposits to total deposits was 91.6% as of December 31, 2025, with a loan to deposit ratio of 103.2%[33]. - The company completed an initial public offering (IPO) on October 3, 2025, raising approximately $29.9 million in net proceeds[31]. - The company has a top five deposit market share in seven counties and has outperformed in deposit growth in most of its markets[35]. Growth Strategy - The company plans to expand its services to North Carolina following the merger with Alliance Bank & Trust Company on July 1, 2024[29]. - The company aims to pursue growth opportunities through strategic acquisitions and de novo expansion in existing and new markets[33]. - The growth strategy includes organic growth through new hires and facilities, supplemented by select acquisitions, but the company may struggle to maintain this growth if economic conditions worsen[209]. Regulatory Environment - The Company is a Tennessee corporation registered as a bank holding company with the Federal Reserve and has elected to be a financial holding company[55]. - The Company must maintain a "satisfactory" rating under the CRA to engage in new financial activities; failure to do so could materially impact the Bank's prospects[57]. - The Federal Reserve must approve acquisitions by bank holding companies, considering financial condition and management integrity, to prevent monopolies or reduced competition[58]. - The Company is subject to the registration, disclosure, and reporting requirements of the Securities Act and the Exchange Act[60]. - The Community Reinvestment Act requires the company to meet the credit needs of the communities it serves, impacting evaluations for mergers and acquisitions[99]. - The Bank received a "satisfactory" CRA rating as of its most recent examination in October 2025[100]. Capital and Liquidity - The Bank is subject to capital adequacy requirements and must maintain reserves against deposits, affecting its ability to lend and invest[63]. - The Company’s principal source of cash flow is dividends from the Bank, which are subject to regulatory limitations[68]. - Under Tennessee law, the Bank cannot pay dividends exceeding its net income for the year plus retained net income from the prior two years without regulatory approval[70]. - The company must maintain a minimum common equity Tier 1 capital ratio of 4.5% and a total capital ratio of 8.0% to meet regulatory requirements[86][84]. - A capital conservation buffer of 2.5% is required to avoid limitations on capital distributions, raising the minimum common equity Tier 1 capital ratio to 7.0%[84]. - The company qualifies for the Small Bank Holding Company Policy Statement, exempting it from consolidated capital requirements due to its total consolidated assets being less than $3 billion[88]. Credit Risk - The company has a concentration of credit exposure to borrowers in certain industries, which may carry increased levels of credit risk[142]. - The allowance for estimated loan losses may not be adequate to cover actual loan losses, which could adversely impact the company's financial condition and results of operations[162]. - As of December 31, 2025, approximately 59% of the loan portfolio consisted of commercial real estate (CRE) loans, which are generally viewed as having higher default risks[160]. - The company has a concentration of credit exposure to certain industries, which could lead to increased credit risk and potential loan charge-offs if economic conditions worsen[154]. Economic Conditions - Adverse economic conditions in Tennessee, Kentucky, and North Carolina could negatively impact growth rates and customer repayment abilities[172]. - Inflation rose sharply at the end of 2021 and continued at elevated levels throughout 2022 and much of 2023, with expectations of persistent inflationary pressures[173]. - Changes in interest rates may adversely affect the company's earnings and financial condition, with potential unrealized losses in the investment securities portfolio due to rising rates[149]. Technology and Cybersecurity - Significant investments in technology include upgrades to online banking and mobile platforms, as well as the implementation of real-time payment options for FedNow and RTP[44][45]. - The company is heavily reliant on information technology and telecommunications systems, with potential risks from system failures or cybersecurity breaches that could adversely affect financial condition and operations[213]. - There has been a significant increase in electronic fraudulent activity and cyberattacks within the financial services industry, particularly targeting commercial banking sectors[214]. - The company spends significant capital on cybersecurity measures, and any failure to prevent breaches could lead to reputational damage and financial liabilities[216]. Regulatory Compliance - The company is subject to extensive regulation, which imposes additional costs and could adversely affect profitability[146]. - Regulatory actions from banking agencies could include increasing capital requirements, restricting growth, or even terminating deposit insurance if conditions are deemed unsatisfactory[226]. - Federal, state, and local consumer lending laws may restrict the company's ability to originate certain mortgage loans, increasing the risk of liability and costs of doing business[227]. Market Competition - The Company faces significant competition from both community and larger banks, which may impair growth and profitability[181]. - The company is less able to spread risks of unfavorable local economic conditions compared to national financial institutions[187].

Financial Performance - Net income for the year ended December 31, 2025, was $4.1 million, compared to a net loss of $1.1 million in 2024[201]. - Net income for the year ended December 31, 2025, was $4.1 million, an increase of $5.2 million, or 479.2%, compared to a net loss of $1.1 million for the year ended December 31, 2024[215]. - Net interest income rose to $12.8 million for the year ended December 31, 2025, compared to $10.1 million in 2024, reflecting an increase of 27.5%[201]. - Net interest income increased by $2.8 million, or 27.8%, to $12.8 million for the year ended December 31, 2025[221]. - Total non-interest income increased to $4.4 million in 2025 from $11,000 in 2024[201]. - Non-interest income increased by $4.4 million, or 4017.3%, to $4.4 million for the year ended December 31, 2025, compared to $11,000 for the year ended December 31, 2024[225]. - Total non-interest expense rose by $370,000, or 2.9%, to $13.1 million for the year ended December 31, 2025, primarily due to a $958,000 increase in salaries and employee benefits, which is a 14.3% increase[226]. Asset Quality - Non-performing loans as a percentage of total loans decreased to 0.14% in 2025 from 0.29% in 2024, indicating improved asset quality[202]. - Total non-performing loans decreased to $544,000 at December 31, 2025, from $1.1 million at December 31, 2024[224]. - The allowance for credit losses on loans represented 0.45% of total loans at December 31, 2025, compared to 0.46% at December 31, 2024[222]. Loan and Deposit Growth - Loans receivable, net, increased by $9.1 million, or 2.5%, to $376.4 million at December 31, 2025, with loan originations totaling $58.5 million[206]. - Total deposits increased by $1.7 million, or 0.4%, to $393.2 million at December 31, 2025, from $391.5 million at December 31, 2024[207]. - Core deposits totaled $153.4 million, or 39.0% of total deposits, at December 31, 2025[191]. - Average loans receivable, net, increased by $9.9 million, or 2.7%, from the year ended December 31, 2024[217]. Capital and Liquidity - Total stockholders' equity rose by $4.0 million, or 3.2%, to $129.8 million at December 31, 2025, from $125.8 million at December 31, 2024[208]. - Fifth District Bancorp had liquid assets of $19.2 million as of December 31, 2025[247]. - The company maintained a strong liquidity position and anticipated sufficient funds to meet current funding commitments[246]. - At December 31, 2025, Fifth District was categorized as well-capitalized under regulatory capital guidelines[248]. - At December 31, 2025, the company had $35.9 million of outstanding commitments to originate loans, including $17.4 million in HELOCs and $14.2 million in construction loans[249]. Interest Rate Sensitivity - The estimated economic value of equity (EVE) would decrease by 25.90% in the event of a 200 basis point increase in market interest rates[235]. - The estimated net interest income would decrease by 16.57% in the event of a 200 basis point increase in market interest rates[238]. Audit and Compliance - The financial statements of Fifth District Bancorp, Inc. as of December 31, 2024, present a fair view of the company's financial position and results of operations in accordance with U.S. GAAP[262]. - The audit was conducted in accordance with PCAOB standards to ensure the financial statements are free of material misstatement[264]. - The audit opinion confirms that the financial statements are presented fairly in all material respects[262]. - The company has been audited by EISNERAMPER LLP since 2025, ensuring continuity in the audit process[259]. - The audit procedures included examining evidence regarding amounts and disclosures in the financial statements on a test basis[265]. - The overall presentation of the financial statements was evaluated as part of the audit process[265]. - The company is not required to have an audit of its internal control over financial reporting, and no opinion on its effectiveness is expressed[264]. - The audit included procedures to assess risks of material misstatement and evaluate accounting principles and significant estimates made by management[265]. - The company has been served by Elliott Davis, LLC as its auditor from 2023 to 2024, indicating a change in audit firms[266].

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $1,637,488, which includes a loss of $908,002 from formation and operating costs, offset by interest earned of $2,535,846 from the Trust Account [315]. - The company generated gross proceeds of $60,000,000 from its IPO at $10.00 per Unit, along with an additional $2,300,000 from the sale of 230,000 Private Placement Units [319]. - The company incurred transaction costs of $3,722,527 related to the IPO, which included $1,200,000 in cash underwriting fees and $2,100,000 in deferred underwriting fees [320]. Cash and Liquidity - As of December 31, 2025, the cash held in the Trust Account amounted to $64,487,925, which is intended for completing a Business Combination [326]. - Cash used in operating activities for the year ended December 31, 2025, was $401,584, with changes in operating assets and liabilities using $496,774 of cash [321]. - The company has a working capital deficit of $1,157,343 as of December 31, 2025, indicating potential liquidity challenges [327]. - The company has no long-term debt or capital lease obligations, but incurs $10,000 per month for office space and administrative support [335]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern within one year after the financial statements are issued [333]. Investment Activities - Cash used in investing activities for the year ended December 31, 2025, was $1,200,000, related to an extension payment deposited into the Trust Account [323]. - The company expects to incur significant costs in pursuit of its financing and acquisition plans for a Business Combination [332].

Financial Performance - For the year ended December 31, 2025, the company reported a net income of $1,637,488, which includes a loss of $908,002 from formation and operating costs, offset by interest earned of $2,535,846 from the Trust Account[315]. - The company generated gross proceeds of $60,000,000 from its IPO at $10.00 per Unit, along with an additional $2,300,000 from the sale of 230,000 Private Placement Units[319]. - The company incurred transaction costs of $3,722,527 related to the IPO, which included $1,200,000 in cash underwriting fees and $2,100,000 in deferred underwriting fees[320]. Cash and Liquidity - As of December 31, 2025, the company had cash held in the Trust Account amounting to $64,487,925, intended for completing a Business Combination[326]. - Cash used in operating activities for the year ended December 31, 2025 was $401,584, with changes in operating assets and liabilities using $496,774 of cash[321]. - The company has a working capital deficit of $1,157,343 as of December 31, 2025, indicating potential liquidity challenges[327]. - The company has no long-term debt or capital lease obligations, but incurs $10,000 per month for office space and administrative support[335]. Management Concerns - Management has raised substantial doubt about the company's ability to continue as a going concern within one year after the financial statements are issued[333]. Investment Activities - Cash used in investing activities for the year ended December 31, 2025 was $1,200,000, related to an extension payment deposited into the Trust Account[323]. - The company plans to use funds held outside the Trust Account primarily for operational expenses and due diligence related to potential business combinations[328].