15-12G 1 tm238089d1_15-12g.htm 15-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-40870

Mount Rainier Acquisition Corp.

(Exact name of registrant as specified in its charter)

256 W. 38th Street, 15th Floor

New York, NY 10018

(212) 785-4680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one share of common stock, $0.0001 par value per share, and one warrant

Common Stock, par value $0.0001 per share

Warrants, each whole warrant exercisable for three-fourths of one share of common stock at an exercise price of $11.50

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)	x
Rule 12g-4(a)(2)	¨
Rule 12h-3(b)(1)(i)	x
Rule 12h-3(b)(1)(ii)	¨
Rule 15d-6	¨
Rule 15d-22(b)	¨

Approximate number of holders of record as of the certification or notice date: 1

Pursuant to the requirements of the Securities Exchange Act of 1934, Mount Rainier Acquisition Corp. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person

Date: February 28, 2023

	MOUNT RAINIER ACQUISITION CORP.


	By:	/s/ Matthew Kearney
	Name:	Matthew Kearney
	Title:	Authorized Signatory

SEC Form 15-12G filed by Mount Rainier Acquisition Corp.