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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report  

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

December 30, 2021

Date of Report (Date of earliest event reported)

 

Mount Rainier Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-40870   86-2029991
(State or other jurisdiction of incorporation)    (Commission File Number)    (I.R.S. Employer Identification No.) 

 

256 W. 38th Street, 15th Floor

New York, NY

  10018
(Address of Principal Executive Offices)    (Zip Code) 

 

Registrant’s telephone number, including area code: (212) 785-4680

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Redeemable Warrant   RNERU   The Nasdaq Global Market
Common Stock, par value $0.0001 per share   RNER   The Nasdaq Global Market
Redeemable Warrants, each whole warrant exercisable for three-fourths of one share of Common Stock at an exercise price of $11.50   RNERW   The Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Events

 

On December 30, 2021, Mount Rainier Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units (the “Units”) may elect to separately trade the shares of common stock, par value $0.0001 per share (the “Common Stock”) and warrants (“Warrants”) included in the Units commencing on or about January 3, 2022. Each Unit consists of one share of Common Stock and one Warrant. Each Warrant entitles its holder to purchase three-fourths (3/4) of one share of Common Stock for $11.50 per full share, subject to adjustment. Any Units not separated will continue to trade on the Nasdaq Global Market (“Nasdaq”) under the symbol “RNERU,” and the shares of Common Stock and Warrants will separately trade on Nasdaq under the symbols “RNER” and “RNERW,” respectively. Holders of Units will need to have their brokers contact American Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into shares of Common Stock and Warrants.

 

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release, dated December 30, 2021
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated:  December 30, 2021  
   
MOUNT RAINIER ACQUISITION CORP.  
   
   
By: /s/ Matthew Kearney  
Name:  Matthew Kearney  
Title:  Chief Executive Officer and Chairman