{"filing":{"accession_number":"0001104659-26-103228","cik":"0002147219","ticker":null,"company_name":"Rainier Acquisition Corp","form":"8-K","filing_date":"2026-08-28","report_date":"2026-08-26","primary_document":"tm2624267d1_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2147219/000110465926103228/tm2624267d1_8k.htm"},"events":[{"id":30345,"run_id":27812,"accession_number":"0001104659-26-103228","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Rainier Acquisition Corp entered into multiple material definitive agreements in connection with its initial public offering, including an Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, and Private Placement Unit Purchase Agreement, establishing the SPAC's formation and framework for future business combination activities.","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32914,"accession_number":"0001104659-26-103228","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Rainier Acquisition Corp's IPO, including an Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, and Private Placement Unit Purchase Agreement. While technically an IPO rather than a traditional M\u0026A transaction, the Item 1.01 classification and the materiality of the $75 million capital raise and the structural agreements governing the SPAC's formation and future business combination search align with the ma_activity category as a material capital event. The disclosure emphasizes the Company's formation as a SPAC for effecting a future business combination, making this a foundational material event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30346,"run_id":27812,"accession_number":"0001104659-26-103228","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Rainier Acquisition Corp completed a private placement of 194,375 Private Placement Units at $10.00 per unit (totaling approximately $1.94 million) simultaneously with its IPO on August 28, 2026, with units issued as unregistered securities under Section 4(a)(2) exemption and restricted transferability until 30 days after the initial business combination.","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32915,"accession_number":"0001104659-26-103228","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 194,375 Private Placement Units at $10.00 per unit, consummated simultaneously with the IPO on August 28, 2026. The units are unregistered securities issued pursuant to Section 4(a)(2) exemption, with restricted transferability until 30 days after the initial business combination. This is a classic dilutive private placement concurrent with an IPO, materially affecting capitalization and shareholder ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30347,"run_id":27812,"accession_number":"0001104659-26-103228","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"On August 26, 2026, Wing C. ('Andrew') Lam, PharmD and Chidozie Ugwumba were appointed to the board of directors in connection with the effectiveness of the Registration Statement for the Company's IPO, with assignments to board committees.","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32916,"accession_number":"0001104659-26-103228","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"On August 26, 2026, Wing C. (\"Andrew\") Lam, PharmD and Chidozie Ugwumba were appointed to the board of directors in connection with the effectiveness of the Registration Statement for the Company's IPO. The Item 5.02 disclosure centers on these director appointments and the composition of board committees, making exec_appointment the primary event. While the filing also involves an IPO (a capital event), the Item 5.02 section specifically addresses the appointment of directors and their committee assignments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30348,"run_id":27812,"accession_number":"0001104659-26-103228","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"On August 26, 2026, Rainier Acquisition Corp adopted the Second Amended and Restated Memorandum and Articles of Association, effective immediately, formalizing the company's governance structure in connection with its IPO closing.","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32917,"accession_number":"0001104659-26-103228","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses adoption of the Second Amended and Restated Memorandum and Articles of Association on August 26, 2026, effective immediately. This is a routine governance amendment typical of a SPAC's IPO closing, where charter amendments formalize the company's structure and governance framework. While the supplemental exhibits describe the IPO pricing and closing, the Item 5.03 disclosure itself is the administrative adoption of amended governance documents, not a material operational or financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30349,"run_id":27812,"accession_number":"0001104659-26-103228","anchor_item_number":"8.01","event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Rainier Acquisition Corp announced the pricing of its $75 million initial public offering on August 26, 2026 and the closing of the IPO on August 28, 2026, with press releases disclosing the capital raise and IPO terms.","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28","form":"8-K","submitted_at":null,"items":[{"id":32918,"accession_number":"0001104659-26-103228","item_number":"8.01","item_title":null,"event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This Item 8.01 discloses the pricing and closing of Rainier Acquisition Corp's $75 million initial public offering, with two press releases attached (Exhibits 99.1 and 99.2) announcing the IPO pricing on August 26, 2026 and closing on August 28, 2026. While technically an IPO announcement rather than earnings, the taxonomy's \"earnings_release\" category encompasses \"disclosure of quarterly or annual financial results, typically as a press release attached as an exhibit,\" and IPO announcements are similarly material capital-raising events disclosed via press release. This is a foundational capital event for a newly public SPAC that would materially affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32914,"accession_number":"0001104659-26-103228","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Rainier Acquisition Corp's IPO, including an Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, Registration Rights Agreement, and Private Placement Unit Purchase Agreement. While technically an IPO rather than a traditional M\u0026A transaction, the Item 1.01 classification and the materiality of the $75 million capital raise and the structural agreements governing the SPAC's formation and future business combination search align with the ma_activity category as a material capital event. The disclosure emphasizes the Company's formation as a SPAC for effecting a future business combination, making this a foundational material event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28"},{"id":32915,"accession_number":"0001104659-26-103228","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a private placement of 194,375 Private Placement Units at $10.00 per unit, consummated simultaneously with the IPO on August 28, 2026. The units are unregistered securities issued pursuant to Section 4(a)(2) exemption, with restricted transferability until 30 days after the initial business combination. This is a classic dilutive private placement concurrent with an IPO, materially affecting capitalization and shareholder ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28"},{"id":32916,"accession_number":"0001104659-26-103228","item_number":"5.02","item_title":null,"event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"On August 26, 2026, Wing C. (\"Andrew\") Lam, PharmD and Chidozie Ugwumba were appointed to the board of directors in connection with the effectiveness of the Registration Statement for the Company's IPO. The Item 5.02 disclosure centers on these director appointments and the composition of board committees, making exec_appointment the primary event. While the filing also involves an IPO (a capital event), the Item 5.02 section specifically addresses the appointment of directors and their committee assignments.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28"},{"id":32917,"accession_number":"0001104659-26-103228","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses adoption of the Second Amended and Restated Memorandum and Articles of Association on August 26, 2026, effective immediately. This is a routine governance amendment typical of a SPAC's IPO closing, where charter amendments formalize the company's structure and governance framework. While the supplemental exhibits describe the IPO pricing and closing, the Item 5.03 disclosure itself is the administrative adoption of amended governance documents, not a material operational or financial event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28"},{"id":32918,"accession_number":"0001104659-26-103228","item_number":"8.01","item_title":null,"event_type":"earnings_release","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This Item 8.01 discloses the pricing and closing of Rainier Acquisition Corp's $75 million initial public offering, with two press releases attached (Exhibits 99.1 and 99.2) announcing the IPO pricing on August 26, 2026 and closing on August 28, 2026. While technically an IPO announcement rather than earnings, the taxonomy's \"earnings_release\" category encompasses \"disclosure of quarterly or annual financial results, typically as a press release attached as an exhibit,\" and IPO announcements are similarly material capital-raising events disclosed via press release. This is a foundational capital event for a newly public SPAC that would materially affect investor assessment.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-28T20:33:01.685482+00:00","company_name":"Rainier Acquisition Corp","ticker":null,"filing_date":"2026-08-28"}]}