DC Rainier SPV LLC - Oct 7, 2021 Form 4 Insider Report for Mount Rainier Acquisition Corp. (RNER)

Role: 10%+ Owner
Signature: By: /s/ Mikhail Gurevich, Authorized Signatory
Stock symbol: RNER
Transactions as of: Oct 7, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/12/2021, 06:19 AM
Previous filing: Oct 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RNER	Common Stock	Other	$0	+50K	+1.72%	$0.00	2.95M	Oct 7, 2021	Direct	F1, F2
transaction	RNER	Common Stock	Purchase		+583K	+19.76%		3.54M	Oct 7, 2021	Direct	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RNER	Warrants to purchase Common Stock	Purchase		+583K			583K	Oct 7, 2021	Common Stock	437K	$11.50	Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.
F4	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.
F5	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.