09/08/2026 | Press release | Distributed by Public on 09/08/2026 13:58
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Redeemable warrants | (3) | (3) | Class A Ordinary Shares | 215,625 | $11.5(4)(5) | I(1)(2) | By 683 Capital Partners, LP |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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683 Capital Management, LLC 1700 BROADWAY SUITE 4200 NEW YORK, NY 10019 |
X | |||
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683 Capital Partners, LP C/O 683 CAPITAL GP, LLC 1700 BROADWAY, SUITE 4200 NEW YORK, NY 10019 |
X | |||
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Zweiman Ari C/O 683 CAPITAL MANAGEMENT 1700 BROADWAY, SUITE 4200 NEW YORK, NY 10019 |
X | |||
| 683 CAPITAL MANAGEMENT, LLC; By: /s/ Ari Zweiman, Managing Member | 09/08/2026 | |
| **Signature of Reporting Person | Date | |
| 683 CAPITAL PARTNERS, LP; By: 683 Capital GP, LLC General Partner; By: /s/ Ari Zweiman, Managing Member | 09/08/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Ari Zweiman | 09/08/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 3 is filed jointly by 683 Capital Management, LLC ("683 Management"), 683 Capital Partners, LP ("683 Partners") and Ari Zweiman (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Class A Ordinary Shares, $0.0001 par value per share, of Rainier Acquisition Corporation (the "Issuer"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. |
| (2) | Represents securities held directly by 683 Partners. 683 Management is the investment manager of 683 Partners. Ari Zweiman is the Managing Member of 683 Management. As a result, each of 683 Management and Ari Zweiman may be deemed to beneficially own the securities held by 683 Partners. |
| (3) | Each warrant will become exercisable on the later of (i) one year following the Issuer's initial public offering and (ii) the completion by the Issuer of any merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Issuer and one or more businesses (a "Business Combination"), and expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation. |
| (4) | Exercise price is subject to adjustment in accordance with its terms. |
| (5) | The reported securities are included within 862,500 Units of the Issuer purchased by the Reporting Persons at $10.00 per Unit. Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one-quarter of one redeemable warrant, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. |