$75 million
$86.25 million with full exercise of the over-allotment option
Rainier Acquisition Corporation was formed to identify and partner with category-defining life sciences companies, creating long-term public-market value through scientific rigor, global sourcing and disciplined execution.
$86.25 million with full exercise of the over-allotment option
Rainier Acquisition Corporation units · Cayman Islands domiciled
$10.00 per unit
Initial business combination period
One Class A ordinary share and one-fourth redeemable warrant
$11.50 exercise price · callable at $16.50
Decades of experience investing in, operating, financing and taking life sciences companies public through multiple market cycles.
Dr. Amusa has served as our Chief Executive Officer and as a member of our board of directors since March 2026. Dr. Amusa has more than 25 years of experience evaluating, investing in, financing, operating, and advising life sciences companies across public and private markets, including as an equity research analyst, investment banker, public company director and audit committee member, operating executive, and special purpose acquisition company executive and sponsor. Dr. Amusa has served as a Strategic Advisor to Helio Genomics, Inc., a privately held artificial intelligence driven healthcare company ("Helio"), since July 2026. Dr. Amusa previously served as Chief Financial Officer of Metsera, Inc. (Nasdaq: MTSR) ("Metsera") from February 2024 to October 2024 and then as Executive Vice President of Strategic Finance and Investor Relations from October 2024 to February 2026, during which time Metsera completed its IPO and was then acquired by Pfizer Inc. Prior to Metsera, Dr. Amusa held a number of leadership positions at Chardan during his tenure from December 2014 to February 2024, including Partner, Head of Healthcare Equity Research, Director of Research, and Chief Scientific Officer. Dr. Amusa also served as the Executive Chairman of Chardan Healthcare Acquisition 2 Corp., a publicly traded SPAC ("Chardan Healthcare Acquisition 2"), beginning in June 2018 and as its Chief Science Officer from March 2020 until it completed its business combination with Renovacor, Inc. ("Renovacor") in September 2021, and continued to serve on the board of directors of Renovacor until the company was acquired by Rocket Pharmaceuticals, Inc. (Nasdaq: RCKT) ("Rocket") in December 2022. Dr. Amusa previously served as Executive Chairman of Chardan Healthcare Acquisition Corp., a publicly traded SPAC ("Chardan Healthcare Acquisition"), from March 2018 until its merger with BiomX Inc. (NYSE: PHGE) ("BiomX") in October 2019, and continued to serve on the board of directors of BiomX until January 2023. Earlier in his career, Dr. Amusa held senior leadership roles in healthcare equity research at UBS from 2007 to 2013 and Sanford Bernstein from 2003 to 2007, including serving as Managing Director, Head of European Pharma Research, and Global Pharma & Biotech Coordinator at UBS and Head of European Pharma research at Sanford Bernstein. He began his career in healthcare investment banking at Goldman Sachs & Co. LLC. Dr. Amusa holds an M.D. from Washington University School of Medicine, an M.B.A. from the University of Chicago Booth School of Business, and a B.S.E. in Biomedical Engineering from Duke University.
Dr. Manke has served as the chairman and a member of our board of directors since March 2026. Dr. Manke has more than 20 years of experience investing in, evaluating, financing, and advising biotechnology companies across public and private markets, including as a venture capitalist, equity research analyst, public company director, and life sciences strategist. Dr. Manke has served as Senior Vice President, Strategy and Business Development of OnKure Therapeutics, Inc. (Nasdaq: OKUR) ("OnKure") since February 2026 and as a member of the board of directors since March 2021. From April 2020 to July 2025, Dr. Manke served as General Partner at Acorn BioVentures, where he focused on investments in public and private biotechnology companies. From 2009 to 2019, Dr. Manke served as a Partner at New Leaf Venture Partners. Earlier in his career, Dr. Manke worked in biotechnology equity research at Sanford Bernstein and Deutsche Bank and was previously a Senior Analyst at Health Advances, a biopharmaceutical and medical device strategy consulting firm. In addition to OnKure, Dr. Manke currently serves on the boards of directors of Q32 Bio, Inc. (Nasdaq: QTTB) ("Q32"), Addex Therapeutics Ltd. (Nasdaq: ADXN) ("Addex"), and ONK Therapeutics Limited, a privately held biotechnology company ("ONK"), and previously served on the board of Chardan Healthcare Acquisition 2 until its business combination with Renovacor in September 2021 and a number of privately held biotechnology companies. Dr. Manke has been involved in the formation, financing, evaluation, and strategic development of multiple biotechnology companies and has participated in significant strategic transactions, including acquisitions involving True North Therapeutics, ReViral Ltd., Karos Pharmaceuticals Inc., and Vega Therapeutics, Inc. Dr. Manke holds a Ph.D. in Biophysical Chemistry and Molecular Structure from the Massachusetts Institute of Technology and B.A. degrees in Biology and Chemistry from Minnesota State University Moorhead. His scientific discoveries resulted in publications in Science and Cell, as well as four published patents.
Mr. Grossman has served as a member of our board of directors since our formation in February 2023. Mr. Grossman has more than 25 years of experience advising, financing, and supporting growth companies across the healthcare, life sciences, and technology sectors including as an investment banker, capital markets executive, and special purpose acquisition company sponsor and executive. Mr. Grossman has served as Co-Founder and Managing Partner of Chardan since December 2003 and additionally has served as President since September 2015. Mr. Grossman is an experienced SPAC sponsor and entrepreneur, having served as a founder, executive officer, and director of multiple SPACs. Mr. Grossman previously served as the Co-Founder and Chief Executive Officer and a member of the board of directors of Chardan NexTech Acquisition 2 Corp. ("Chardan NexTech"), a publicly traded SPAC, from June 2020 until the completion of its business combination with Dragonfly Energy Holdings Corp. (Nasdaq: DFLI) ("Dragonfly") in October 2022. Mr. Grossman served as the President and Chief Executive Officer and a member of the board of directors of Chardan Healthcare Acquisition 2 from June 2018 until it completed its business combination with Renovacor in September 2021, and continued to serve on the board of directors of Renovacor until the company was acquired by Rocket in December 2022. Mr. Grossman also served as President and Chief Executive Officer and member of the board of directors of Chardan Healthcare Acquisition from November 2017 until its business combination in October 2019 with BiomX, and continued to serve on the board of directors of BiomX until January 2023. Mr. Grossman was a founder and director of LifeSci Acquisition Corp., a publicly traded SPAC, from December 2018 until the close of its business combination with Vincera Pharma, Inc. in December 2020. Mr. Grossman has served on the board of directors of ZOOZ Strategy Ltd. (Nasdaq: ZOOZ) ("ZOOZ") since September 2025 and previously served as a director of a number of privately held SPACs. From 2001 to 2003, Mr. Grossman served as Vice President and Head Trader at Ramius Capital Group, a global multi-strategy investment firm. Mr. Grossman holds a B.A. in Economics from Cornell University and an M.B.A. from New York University's Stern School of Business.
Dr. Lam will serve as a member of our board of directors upon the effectiveness of this registration statement, of which this prospectus is a part. He has over 20 years of therapeutics-focused professional experience spanning late-stage venture/crossover investing, investing in, evaluating, financing, and advising innovative healthcare companies. Currently he serves as Managing Director, Head of Biotech Private Equity at Ally Bridge Group ("Ally Bridge"), a global healthcare investment firm, which he joined in 2021. Before joining Ally Bridge, Dr. Lam was Senior Director of Business Development at Intercept Pharmaceuticals, Inc. ("Intercept"), a publicly traded biopharmaceutical company, from 2020 to 2021. Prior to this, Dr. Lam was Vice President, Healthcare Investment Banking at Jefferies LLC ("Jefferies") from 2017 to 2020 and an Equity Research Associate at BMO Capital Markets Corp. ("BMO") and Canaccord Genuity Corp. ("Canaccord"). Dr. Lam began his career at several biotechnology companies, including Celgene Corporation ("Celgene") and Shire plc ("Shire"). Dr. Lam also has extensive experience as a director of privately held pharmaceutical and biotechnology companies. Dr. Lam earned a PharmD from Long Island University, after which he completed a post-doctoral pharmaceutical industry fellowship at Rutgers University, and holds an MBA from Drexel University.
Managing Partner at SymBiosis Capital Management, focused on biotherapeutics investments and advising portfolio companies. His experience includes healthcare venture capital and board service across biotechnology companies.
Mr. Barudin has served as our Chief Financial Officer since July 2026. Mr. Barudin has more than 25 years of experience in corporate finance, capital markets, strategic transactions, public company leadership, and special purpose acquisition companies. Mr. Barudin currently serves as a Managing Director at Chardan, where he has provided clients with investment banking, capital markets, and strategic advisory activities since February 2019 in a variety of transactions including SPAC business combinations. Mr. Barudin served as Chief Operating Officer of Chardan Healthcare Acquisition 2 from March 2020 to September 2021, when it completed its business combination with Renovacor, and previously served as Chief Financial Officer and Chief Operating Officer of Terrapin 3 Acquisition Corp. ("Terrapin 3 Acquisition"), a publicly traded SPAC, from December 2013 through its business combination with Yatra Online, Inc. (Nasdaq: YTRA) ("Yatra") in December 2016. From 2007 to 2019, Mr. Barudin served as Managing Director of Terrapin Partners, a private investment firm. Earlier in his career, Mr. Barudin held finance, business development, and strategic transaction roles at Medco Health Solutions and Mastercard and worked in corporate finance at Merrill Lynch, PaineWebber, and Dillon Read. Mr. Barudin received an M.S. from the Massachusetts Institute of Technology Sloan School of Management and a B.S.E. in Civil Engineering with honors from Princeton University.
| Director | Board Role | Independence | Audit | Compensation | Nominating | When Directors Are Up for Re-election |
|---|---|---|---|---|---|---|
| Gbola Amusa, M.D., CFA | Director & CEO | — | — | — | — | Class I · Term expires 2027 |
| Isaac Manke, Ph.D. | Chairman | Independent | Member | Member | Chair | Class III · Term expires 2029 |
| Jonas Grossman | Director | — | — | — | — | Class III · Term expires 2029 |
| Andrew Lam, PharmD | Director | Independent | Member | Chair | — | Class I · Term expires 2027 |
| Chidozie Ugwumba | Director | Independent | Chair · AC Expert | — | Member | Class II · Term expires 2028 |
Director & CEO
Chairman
IndependentDirector
Director
IndependentDirector
IndependentTel: (646) 465-9000
Email: info@rainier-acq.com
Continental Stock Transfer & Trust Company
1 State Street, 30th FloorChardan Capital Markets LLC
1 Penn Plaza, Suite 4800