SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DC Rainier SPV LLC

(Last)

(First)

(Middle)

256 W. 38TH STREET, 15TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mount Rainier Acquisition Corp. [ RNER ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	10/07/2021		J⁽²⁾		50,000	A	$0⁽²⁾	2,951,919	D
Common Stock⁽¹⁾	10/07/2021		P		583,200	A	⁽³⁾	3,535,119	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$11.5	10/07/2021		P		583,200		⁽⁴⁾	⁽⁵⁾	Common Stock	437,400	⁽³⁾	583,200	D

Explanation of Responses:

1. Dominion Capital LLC is the manager of DC Rainier SPV LLC, the sponsor (the "Sponsor") of Mount Rainier Acquisition Corp. (the "Company"). Dominion Capital Holdings LLC is the manager of Dominion Capital LLC. Mikhail and Gennadiy Gurevich are managing members of Dominion Capital Holdings LLC and as such have voting and investment control over the investments held by DC Rainier SPV LLC.

2. Transfer pursuant to an agreement between A.G.P./Alliance Global Partners, the representative (the "Representative") in the Company's initial public offering (the "IPO") and the Sponsor, pursuant to which the Representative agreed to transfer 50,000 founder shares of common stock, par value $0.0001 ("Common Stock"), of the Company to the Sponsor upon the full exercise of the over-allotment option by the underwriters in the IPO. The over-allotment option was exercised in full, and the additional 50,000 shares of Common Stock were transferred, concurrently with the consummation of the IPO on October 7, 2021.

3. These securities are held as units ("Units"), with each Unit consisting of one share of Common Stock and one warrant. Each warrant entitles the holder thereof to purchase three-fourths (3/4) of a share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units were purchased for a total price of $5,832,000, or $10.00 per Unit.

4. Each warrant becomes exercisable on the later of one year after the closing of the IPO or 30 days after the completion of an initial business combination.

5. The warrants expire five years after the completion of an initial business combination, or earlier upon redemption, as described in the Company's prospectus filed with the SEC.

	By: /s/ Mikhail Gurevich, Authorized Signatory	10/12/2021
	By: /s/ Gennadiy Gurevich, Authorized Signatory	10/12/2021
	** Signature of Reporting Person	Date
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