Rainier Acquisition Corporation

08/25/2026 | Press release | Archived content

New Listing Registration (Form 8-A12B)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Rainier Acquisition Corporation

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands 98-1782716
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)

1 Penn Plaza, 48th floor

New York, NY

10119
(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

to be Registered

Name of Each Exchange on Which

Each Class is to be Registered

Units, each consisting of one Class A ordinary share, and one-quarter of one redeemable Warrant to acquire one Class A ordinary share The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-298076 (If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

N/A

(Title of Class)

Item 1. Description of Registrant's Securities to be Registered.

The securities to be registered hereby are the units, Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), and warrants to purchase Class A Ordinary Shares of Rainier Acquisition Corporation (the "Company"). The description of the units, Class A Ordinary Shares and warrants to purchase Class A Ordinary Shares contained in the section entitled "Description of Securities" in the prospectus included in the Company's Registration Statement on Form S-1 (File No. 333-298076) filed with the U.S. Securities and Exchange Commission on August 6, 2026, as amended from time to time (the "Registration Statement"), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

Rainier Acquisition Corporation
By: /s/ Gbola Amusa
Name: Gbola Amusa
Dated: August 25, 2026 Title: Chief Executive Officer
Rainier Acquisition Corporation published this content on August 25, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT) on August 30, 2026 at 16:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]