{"url_path":"/sec/rnge/8-k/2026-07-01/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-031596-index.html","accession_number":"0001493152-26-031596","cik":"0001438943","ticker":"RNGE","issuer_name":"RANGE IMPACT, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1438943/0001493152-26-031596-index.html","primary_entity_key":"0001438943","primary_entity_name":"RANGE IMPACT, INC."},"word_count":382,"has_tables":true,"body_markdown":"**Item\n3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth in Item 1.01 above is hereby incorporated by reference into this Item 3.02 in its entirety.\n\n \n\nOn\nJuly 1, 2026, the Company issued Time\nComplexity WV a warrant to purchase up to 14,500,000\nshares of the Company’s common stock. The Warrant has a seven-year term. One-third of the\nWarrant shall vest upon the occurrence of each of the following three (3) milestones: (i) the public announcement by the State of\nWest Virginia of its support for the Project; (ii) the JV Entity obtaining a written report from an independent party confirming\nthat the Project is technically and commercially feasible; and (iii) the execution by the JV Entity (or any of its subsidiaries) of\none or more binding agreements relating to the Project, including, without limitation, agreements with respect to engineering,\ndevelopment, financing, construction, operations, power supply, compute infrastructure, data center tenancy, or other\ncommercialization (the “**Commercialization Milestone**”), in each case as more particularly described in the\nWarrant. If the Commercialization Milestone is achieved prior to the other\nmilestones, the Warrant will vest in full. Time Complexity WV will have 120 days to exercise the vested Warrant following\nachievement of the applicable milestone(s). The exercise price per share of common stock under\nthe Warrant is $0.40, subject to adjustments for stock dividends, splits, and other combinations. The Warrant and any\nunderlying Warrant Shares that have not yet vested shall automatically fully vest upon\nthe consummation of a Fundamental Transaction (as defined in the Warrant) or in the event\nof the liquidation, dissolution, or winding up of the Company during the Warrant’s\nterm.\n\n \n\nThe\nissuance of the Warrant is exempt from the registration requirements of the Securities Act of 1933, as amended (the **“Securities\nAct”**) as a transaction by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act and under\nRule 506 of Regulation D promulgated under the Securities Act (**“Regulation D”**). The Company made this determination\nbased on the representations of Time Complexity WV in the Warrant, including, but not limited to, Time Complexity WV’s representation\nthat it is an “accredited investor” within the meaning of Rule 501 of Regulation D and that it had access to full and complete\ninformation about the Company and its investment."}