Research Alliance Corp III (RACC) lines up $175M+ for OHBP deal amid going concern risk
Research Alliance Corporation III, a Cayman Islands SPAC, reported June 30, 2026 results covering its first months since the May 21, 2026 IPO of 7,500,000 Class A shares at $10.00, raising $75,000,000. After investing proceeds, the Trust Account held $75,238,468 in U.S. Treasury securities, while cash outside the trust totaled $832,812 with working capital of $905,874.
The company recorded a net income of $54,050 for the quarter mainly from $238,468 of interest on trust investments; from inception to June 30, 2026 it recorded a small net loss. It has not begun operating activities and expects operating revenue only after completing a business combination.
On July 26, 2026, the company signed a Business Combination Agreement with OHB Pediatrics Ltd., plans to domesticate to Delaware and be renamed Oak Hill Bio, Inc., and secured a $45,000,000 SAFE financing for OHBP, a Backstop Agreement for up to 7,500,000 shares ($75,000,000), and a $55,000,000 PIPE in shares and pre-funded warrants, each subject to customary closing conditions and shareholder approvals. Management disclosed substantial doubt about the company’s ability to continue as a going concern based on current liquidity and timeline, and identified a material weakness in internal control over classification of accounts payable and accrued expenses, with remediation efforts underway.
Positive
- Comprehensive financing package for OHBP deal: $45,000,000 of OHBP SAFEs, a backstop for up to 7,500,000 New OHB shares (up to $75,000,000), and a $55,000,000 PIPE provide significant committed capital to support the proposed business combination, subject to closing conditions.
- Trust assets fully invested in Treasuries: $75,238,468 held in the Trust Account as of June 30, 2026, invested in U.S. government Treasury securities, preserves IPO proceeds for redemptions or the OHBP Business Combination.
Negative
- Going concern uncertainty: management concluded the company lacks financial resources to sustain operations for one year from issuance, raising substantial doubt about its ability to continue as a going concern absent successful capital raising and completion of a business combination.
- Material weakness in internal control: difficulty ensuring accurate and complete accounting for accounts payable and accrued expenses, including proper classification between deferred offering costs and operating expenses, led management to conclude disclosure controls and procedures were not effective as of June 30, 2026.
Filing Explained
If the proposed closing occurs, new shares and near-full-price warrants for OHBP consideration and financings would reduce existing holders’ ownership percentages.
This Form 10-Q reports the July 26, 2026 business combination agreement with OHB Pediatrics as proposed, not completed; if it closes, OHBP sellers and financing participants would receive New OHB equity, changing existing holders’ ownership percentages.
The $45 million OHBP SAFEs would convert into OHBP ordinary shares immediately before closing, with principal and accrued interest added to the equity value used to calculate the shares issued to OHBP sellers.
The $55 million PIPE would be completed at closing through New OHB shares and/or pre-funded warrants, each covering one share at a $0.0001 exercise price; a pre-funded warrant is sold near the full share price and converts into shares when exercised.
The redemption backstop provides capacity for up to 7,500,000 New OHB shares, capped at $75 million, but the amount required would depend on how many public shares are redeemed rather than representing a fixed funding amount.
The PIPE, backstop and business combination remain subject to closing conditions, including shareholder approvals; the proposed investor-rights agreement would require a resale registration statement within 30 calendar days after closing, while specified existing holders would face a six-month lock-up.
Key Figures
Trust Account balance: $75,238,468
Cash outside Trust: $832,812
Quarter net income: $54,050
+5 more
8 metrics
Trust Account balance
$75,238,468
Marketable securities held in Trust Account as of June 30, 2026
Cash outside Trust
$832,812
Cash on hand as of June 30, 2026
Quarter net income
$54,050
Net income for the three months ended June 30, 2026
Interest income
$238,468
Interest earned on marketable securities in Trust Account for the period
OHBP SAFEs
$45,000,000
Aggregate principal amount of simple agreements for future equity for OHBP
PIPE Financing
$55,000,000
Aggregate gross proceeds committed via Subscription Agreements at Closing
Backstop Limit
7,500,000 shares / $75,000,000
Maximum New OHB Common Stock subscription under Backstop Agreement
Working capital
$905,874
Working capital as of June 30, 2026
Key Terms
Business Combination, Trust Account, simple agreement for future equity, Backstop Agreement, +2 more
6 terms
Business Combination financial
"formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Trust Account financial
"an amount equal to $75,000,000 from the net proceeds of the sale of the Shares has been deposited in a trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
simple agreement for future equity financial
"entered into a simple agreement for future equity (collectively, the “OHBP SAFEs”) with OHBP"
A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.
Backstop Agreement financial
"entered into a backstop agreement (the “Backstop Agreement”), pursuant to which the Backstop Purchaser has committed"
A backstop agreement is a guarantee from a third party to buy any unsold shares or take up remaining financing in a company’s stock sale or fundraising round, acting like a safety net so the deal goes through. For investors, it lowers the chance that a planned capital raise will fail and clarifies how much new stock might be issued and who will hold it, which can affect share value and dilution.
PIPE Financing financial
"the Company entered into subscription agreements ... for aggregate gross proceeds of $55,000,000 (the “PIPE Financing”)"
Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.
going concern financial
"This condition raises substantial doubt about the Company’s ability to continue as a going concern"
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
FAQ
What is Research Alliance Corporation III (RACC) planning with the OHBP Business Combination?
Research Alliance Corporation III entered a Business Combination Agreement with OHB Pediatrics Ltd. on July 26, 2026. It plans to domesticate to Delaware, be renamed Oak Hill Bio, Inc., and acquire 100% of OHBP’s shares in exchange for new common stock.
How much cash does RACC (RACC) have in its trust and operating accounts?
As of June 30, 2026, RACC held $75,238,468 in its Trust Account invested in U.S. Treasuries and $832,812 of cash outside the Trust Account, resulting in $905,874 of working capital available for operating needs and deal-related costs.
What financing has RACC (RACC) arranged to support the OHBP transaction?
The OHBP transaction is supported by a $45,000,000 SAFE financing into OHBP at 8% interest, a Backstop Agreement for up to 7,500,000 New OHB shares (up to $75,000,000), and a $55,000,000 PIPE in New OHB stock and pre-funded warrants.
Did RACC (RACC) report a profit or loss for the June 30, 2026 quarter?
For the three months ended June 30, 2026, RACC reported net income of $54,050, driven by $238,468 of interest income on marketable securities in the Trust Account, partially offset by $184,418 of general, formation and administrative expenses.
Why did RACC (RACC) disclose a going concern issue and material weakness?
Management stated current resources may not fund operations for one year, creating substantial doubt about going concern. Additionally, a material weakness was identified in accurately recording and classifying accounts payable and accrued expenses; remediation efforts are in progress.
How many shares of RACC (RACC) are outstanding, and what about redemption rights?
As of August 10, 2026, 7,775,000 Class A and 1,323,529 Class B ordinary shares were issued and outstanding. Holders of Public Class A shares may redeem for their pro rata share of the Trust Account in connection with the OHBP Business Combination or a liquidation.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-43302
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 23rd Floor NY |
||
(Address of principal executive offices) |
(Zip Code) | |
+1 (617 ) 778-2500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
The Nasdaq Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation Yes ☒ No ☐
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2
of the Exchange Act. | Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule ☒ No ☐
12b-2
of the Exchange Act). Yes As of August 10, 2026, 7,775,000 Class A ordinary shares, par value $0.0001 per share, and 1,323,529 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.
RESEARCH ALLIANCE CORPORATION III
FORM
10-Q
FOR THE PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
Part I. |
Financial Information | 3 | ||||
Item 1. |
Financial Statements (Unaudited) | 3 | ||||
| Condensed Unaudited Balance Sheet as of June 30, 2026 | 3 | |||||
| Condensed Unaudited Statement of Operations for the Three Months Ended June 30, 2026 and for the Period from February 19, 2026 (Inception) through June 30, 2026 | 4 | |||||
| Condensed Unaudited Statement of Changes in Shareholders’ Deficit for the Period from February 19, 2026 (Inception) to March 31, 2026 and Three Months Ended June 30, 2026 | 5 | |||||
| Condensed Unaudited Statement of Cash Flows for the Period from February 19, 2026 (Inception) to June 30, 2026 | 6 | |||||
| Notes to Condensed Unaudited Financial Statements | 7 | |||||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21 | ||||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 26 | ||||
Item 4. |
Controls and Procedures | 26 | ||||
Part II |
Other Information | 27 | ||||
Item 1. |
Legal Proceedings | 27 | ||||
Item 1A. |
Risk Factors | 27 | ||||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds | 27 | ||||
Item 3. |
Defaults upon Senior Securities | 27 | ||||
Item 4. |
Mine Safety Disclosures | 27 | ||||
Item 5. |
Other Information | 27 | ||||
Item 6. |
Exhibits | 28 | ||||
Signatures |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
RESEARCH ALLIANCE CORPORATION III
CONDENSED BALANCE SHEET
JUNE 30, 2026
(unaudited)
ASSETS |
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Cash |
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Prepaid expenses |
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Total Current Assets |
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Long-term prepaid expenses |
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Marketable securities held in Trust Account |
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Total Assets |
$ |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJET TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued expenses |
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Total Current Liabilities |
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Deferred underwriting fee payable |
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Total Liabilities |
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Commitments and Contingencies (Note 5) |
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Class A ordinary shares subject to possible redemption, |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Total Shareholders’ Deficit |
( |
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TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJET TO POSSIBLE REDEMPTIONAND SHAREHOLDERS’ DEFICIT |
$ |
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The accompanying notes are an integral part of these unaudited financial statements.
RESEARCH ALLIANCE CORPORATION III
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND FOR THE PERIOD FEBRUARY 19, 2026
(INCEPTION) THROUGH JUNE 30, 2026
(unaudited)
Three Months Ended June 30, 2026 |
Period From February 19, 2026 (Inception) to June 30, 2026 |
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| General, formation and administrative expenses |
$ | $ | ||||||
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| Loss from operations |
$ | ( |
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| Other income: |
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| Interest earned on marketable securities held in Trust Account |
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| Total other income |
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| Net income (loss) |
$ | $ | ( |
) | ||||
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| Basic and diluted net income (loss) per Class A ordinary share subject to redemption |
$ | $ | ( |
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| Weighted average Class A ordinary shares subject to redemption outstanding, basic and diluted |
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| Basic and diluted net income (loss) per Class A and B ordinary share non-redeemable |
$ | $ | ( |
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| Weighted average Class A and B ordinary shares non-redeemable outstanding, basic and diluted |
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The accompanying notes are an integral part of these unaudited financial statements.
RESEARCH ALLIANCE CORPORATION III
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE PERIOD FEBRUARY 19, 2026 (INCEPTION) THROUGH MARCH 31, 2026 AND THE THREE
MONTHS ENDED JUNE 30, 2026
(unaudited)
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-In Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance as of February 19, 2026 (Inception) |
$ |
$ |
$ |
$ |
$ |
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Issuance of Class B ordinary shares to Sponsor |
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Net loss |
— | — | ( |
) | ( |
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Balance as of March 31, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
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Sale of Private Placement shares upon IPO |
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Remeasurement of Class A ordinary shares subject to possible redemption to redemption value |
— | — | — | — | ( |
) | ( |
) | ( |
) | |||||||||||||||||||
Net income |
— | — | |||||||||||||||||||||||||||
Balance as of June 30, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
RESEARCH ALLIANCE CORPORATION III
CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 19, 2026 (INCEPTION) THROUGH JUNE 30, 2026
(unaudited)
Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Interest earned on marketable securities held in Trust Account |
( |
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Changes in operating liabilities: |
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Prepaid expenses |
( |
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Accounts payable and accrued expenses |
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Net cash used in operating activities |
$ | ( |
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Cash Flows from Investing Activities |
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Cash deposited in Trust Account |
( |
) | ||
Net cash used in investing activities |
$ | ( |
) | |
Cash Flows from Financing Activities: |
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Proceeds from issuance of Class B ordinary shares to Sponsor |
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Proceeds from Promissory Note - Sponsor |
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Repayment of Promissory Note - Sponsor |
( |
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Proceeds received from Initial Public Offering of Public Shares, net of underwriting commissions |
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Proceeds from the sale of Private Placement Shares |
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Payment of offering costs |
( |
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Net cash provided by financing activities |
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Net Change in Cash |
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Cash – beginning of the period |
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Cash – end of the period |
$ | |||
Supplemental disclosure of non-cash investing and financing activities: |
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Deferred underwriting fee payable |
$ | |||
Remeasurement of Class A ordinary shares subject to possible redemption to redemption value |
$ |
The accompanying notes are an integral part of these unaudited financial statements.
RESEARCH ALLIANCE CORPORATION III
NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
Note 1 — Description of Organization and Business Operations
Research Alliance Corporation III (the “Company” or “RACC”) is a newly organized blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
On July 26, 2026, the Company, OHB Pediatrics Ltd., a company incorporated under the laws of England and Wales (the “OHBP”) and the shareholders of OHBP (the “OHBP Shareholders”) entered into a business combination agreement (the “Business Combination Agreement”), and related ancillary agreements (the “OHBP Business Combination”). The OHBP Business Combination was unanimously approved by the boards of directors of each of the Company and OHBP.
As of June 30, 2026, the Company had not commenced any operations. All activity for the period from February 19, 2026 (inception)
through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (as defined below), identifying a target company for a Business Combination and negotiating the OHBP Business Combination. The Company does not expect to generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s sponsor is Research Alliance Holdings III, LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on May 19, 2026. On May 21, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per Public Share generating gross proceeds of $75,000,000 and incurring offering costs of $3,762,251 , inclusive of $2,250,000 in deferred underwriting commissions, $750,000 of upfront underwriting discounts and $762,251 of other offering costs.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $2,750,000 .
Following the closing of the Initial Public Offering, an amount equal to $75,000,000 from the net proceeds of the sale of the Shares has been deposited in a trust account (“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and are held in cash or invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Company’s initial public offering and the sale of Private Placement Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more Business Combinations having an aggregate fair market value
of at least p
ayable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires The Company will provide the holders (the “Public Shareholders”) of Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination, including the OHBP Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00
per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes).
Upon the public announcement of the Business Combination, if the Company elects to conduct redemptions pursuant to the tender offer rules, the Company and the Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase the Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the event the Company conducts redemptions pursuant to the tender offer rules, the offer to redeem will remain open for at least
business days, in accordance with Rule 14e-1(a) under the Exchange Act, and the Company will not be permitted to complete the Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on Public Shareholders not tendering more than the number of public shares the Company is permitted to redeem. If Public Shareholders tender more shares than the Company has offered to purchase, the Company will withdraw the tender offer and not complete such Business Combination.
Notwithstanding the foregoing, if the Company seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15 % of the Public Shares issued in the Initial Public Offering, without the prior consent of the Company.
The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify the substance or timing of the Company’s obligation to provide holders of its Public Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100 % of the Company’s Public Shares if the Company does not complete its Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”) or (b) with respect to any other provision relating to the rights of Public Shareholders, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment at
a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided by the number of the then-outstanding Public Shares. If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a 100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as
per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes that were paid by the Company or are payable by the Company, if any (less up to $reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its right to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution (including Trust Account assets) will be only $10.00
per share initially held in the Trust Account.
The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1
per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than
$per Public Share due to reductions in the value of trust assets, less taxes paid or payable (other than excise or similar taxes) and up to $100,000 of interest to pay dissolution expenses. This liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of
1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target
businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern, Management’s Plan and Liquidity
The Company’s liquidity needs had been satisfied through the loan under an unsecured promissory note from the Sponsor
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. Up to $3,000,000 of such loans may be convertible into shares of the post-Business Combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the Private Placement Shares. If a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There have been no Working Capital Loans to date.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements—Going Concern,” the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. This condition raises substantial doubt about the Company’s ability to continue as a going concern. There is no assurance that the Company’s plans to raise capital will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 2 — Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited financial statements are presented in conformity with accounting principles generally accepted in the United States of America (the “US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results for the three months ended June 30, 2026 and period February 19, 2026 (Inception) through June 30, 2026 are not necessarily indicative of results to be expected for the year. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s final prospectus in connection with its Initial Public Offering as filed with the SEC on May 20, 2026.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to
non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the periods. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $832,812 and did not have any cash equivalents as of June 30, 2026.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Marketable Securities Held in Trust Account
Upon the closing of the Initial Public Offering on May 21, 2026, $75,000,000 was deposited in the Trust Account, to be held in cash or invested in United States government securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 75,238,468 were all held in U.S. government treasuries.
2a-7
promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. As of June 30, 2026, the investments held in the Trust Account amounting to $Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Offering Costs
The Company complies with the requirements of the ASC and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC
340-10-S99
470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance and allocated all offering costs to Initial Public Offering proceeds as there are no other instruments issued in the Initial Public Offering. Offering costs allocated to the Public Class A ordinary shares were charged to temporary equity. Net Income (Loss) Per Ordinary Share
Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented.
The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
Three Months Ended June 30, 2026 |
Period From February 19, 2026 (Inception) to June 30, 2026 |
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Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Public Shares Subject to Possible Redemption
The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic the Company classifies shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of the shares will result in charges against additional As of June 30, 2026, the Public Shares, being Class A ordinary shares, subject to possible redemption reflected in the balance sheet are reconciled in the following table:
480-10-S99,
paid-in
capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2026, Public Shares are shares subject to possible redemption and are presented at their redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. | Gross proceeds |
$ | |
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| Remeasurement of carrying value to redemption value |
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| Class A ordinary shares subject to possible redemption, June 30, 2026 |
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Share-based Compensation
The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its share-based compensation. It applies a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued by multiplying the marketable value per Founder Share (defined in Note 4) by the probability of successful closing of an initial Business Combination. Grants of share-based payment awards issued to
non-employees
for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Recent Accounting Pronouncements
The Company’s management does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying financial statements.
Note 3 — Initial Public Offering
Pursuant to the Initial Public Offering on May 21, 2026, the Company sold 7,500,000 Public Shares at a price of $10.00 per Public Share, generating gross proceeds of $75,000,000 .
Note 4 — Related Party Transactions
Founder Shares
On February 25, 2026, the Sponsor purchased an aggregate of 1,014,706 Founder Shares for an aggregate purchase price of $25,000 . In March 2026, the Sponsor transferred 30,000 Founder Shares to each of the Company’s independent directors. To maintain the ownership of the initial shareholders (and their permitted transferees), on an 15 % of the Company’s issued and outstanding ordinary shares (excluding the Private Placement Shares) upon the consummation of the Initial Public Offering, in May 2026, the Company effected a share capitalization for which an additional 290,563 Founder Shares were issued to the Sponsor and an additional 9,130 Founder Shares were issued to each of the Company’s independent directors. Following the share capitalization, the Sponsor holds 1,245,269 Founder Shares and the Company’s independent directors each hold 39,130 Founder Shares. The initial shareholders agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any
as-converted
basis, at 30-trading
day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.The Founder Shares issued to the Company’s two independent directors were made in exchange for an aggregate purchase price of $1,478 . The transfer of the Founder Shares to the holders of such interests is in the scope of ASC 718. Under ASC 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 78,260 Founder Shares was $17 or $0.00021 per share. The
Company established the initial fair value of the Founder Shares using a calculation prepared by a third party valuation team using Probability-Weighted Expected Return Method which takes into consideration the following market assumptions; (i) implied share price of $10.00 , and (ii) likelihood of Business Combination of 21 %. The Founder Shares were assigned subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the Founder Shares. The Company will reflect the transactions in its financial statements when the OHBP Business Combination is consummated. If the OHBP Business Combination does not close for any reason, the Company will not recognize compensation expense associated with the Founder Shares. As of June 30, 2026, the Company has no t recognized any compensation expense associated with the Founder Shares because the OHBP Business Combination had not yet been consummated.
Private Placement Shares
Simultaneously with the closing of the Initial Public Offering the Sponsor purchased an aggregate of 275,000 Private Placement Shares at a price of $10.00 per Private Placement Share ($2,750,000 in the aggregate) in a private placement. Such Private Placement Shares are identical to the Public Shares, being Class A ordinary shares, sold in the Initial Public Offering. If the Company does not consummate an initial Business Combination within 24 months from the closing of the Initial Public Offering, any proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Holders of the Private Placement Shares have entered into an agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares and any Public Shares held by them in connection with (i) the completion of the initial Business Combination and (ii) a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association (A) that would modify the substance or timing of the obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares. The Private Placement Shares will not be transferable or salable until 30 days after the completion of the initial Business Combination. Certain proceeds from the Private Placement Shares have been deposited in the Trust Account.
Promissory Note-Sponsor
On February 25, 2026, the Sponsor loaned the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan is 300,000 loaned by the Company from the Sponsor pursuant to the Note and as of June 30, 2026, no amount was outstanding.
non-interest
bearing and payable on the earlier of December 31, 2026 or the completion of the Initial Public Offering. On May 21, 2026, upon the completion of the Initial Public Offering, the Company repaid in full the outstanding $Consulting Agreement
On February 20, 2026, the Company entered into a consulting agreement (the “Consulting Agreement”) with van den Boom & Associates, LLC to provide (i) a resource to assist with finance department and administrative oversight and (ii) resources to assist with accounting functions. Services provided under the Consulting Agreement are billed at hourly rates. The Company’s Chief Financial Officer, Fran Adams, provides finance and accounting services to the Company at an hourly rate of approximately $460 per hour pursuant to the Consulting Agreement. For the period from February 19, 2026 (inception) through June 30, 2026, the Company incurred $51,053 in fees for these services, which are included in formation, general and administrative expenses on the accompanying statement of operations.
day-to-day
Related Party Loans
In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. If the Company completes a Business Combination, the Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $3.0 million of such Working Capital Loans may be convertible into shares of the post Business Combination entity at a price of $10.00 per share. The shares would be identical to the Private Placement Shares. As of June 30, 2026, the Company had no outstanding borrowings under the Working Capital Loans.
Note 5 — Commitments & Contingencies
Registration Rights
The initial shareholders as the holders of the Founder Shares and Private Placement Shares, including from time to time the Private Placement Shares that may be issued upon conversion of Working Capital Loans and any Class A ordinary shares issuable upon conversion of Founder Shares, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed in connection with the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriter received an underwriting discount of $0.10 per share, or $750,000 in the aggregate, which was paid upon the closing of the Initial Public Offering. In addition, the underwriter is entitled to deferred underwriting commissions of $0.30 per share, or $2,250,000 in the aggregate, which will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Business Combination Agreement
As described in Note 1, on July 26, 2026, the Company, OHBP and the OHBP Shareholders entered into the Business Combination Agreement, pursuant to which the Company will effect the OHBP Business Combination.
Subject to the terms and conditions of the Business Combination Agreement, at least one business day prior to the closing of the OHBP Business Combination (the “Closing”), the Company will basis, into Class A ordinary shares of the Company. In connection with the Domestication, each issued and outstanding Class A ordinary share of the Company will convert automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of New OHB (the “New OHB Common Stock”).
de-register
from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (the “Domestication”), to be renamed “Oak Hill Bio, Inc.” (“New OHB”). Immediately prior to the Domestication, each issued and outstanding Class B ordinary share of the Company will be converted, on a one-for-one
In accordance with the Company’s governing documents and in connection with the OHBP Business Combination transactions, the Company will provide the holders of its Class A ordinary shares the right to have all or a portion of their Class A ordinary shares redeemed for cash, at a
per-share
price equal to the pro rata portion of the funds then in the Company’s trust account (including interest earned on the funds held in the Trust Account, less taxes paid or payable). Following the Domestication and concurrently with the Closing, each of the OHBP Shareholders will sell and transfer to Company 100% of the outstanding shares in the capital of OHBP (the “OHBP Shares”) in exchange for newly issued shares of New OHB Common Stock (the “Share Acquisition”). The number of shares of New OHB Common Stock to be issued as consideration for the Share Acquisition (the “Closing Consideration”) is equal to (a) the Adjusted Equity Value (as defined in the Business Combination Agreement) divided by (b) $10.00. Each OHBP Shareholder will receive a number of shares of New OHB Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) multiplied by the number of OHBP Shares held by such OHBP Shareholder.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each of the Company’s independent directors as holders of Class B shares of the Company (the “Other Class B Shareholders”) and OHBP entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Shareholder
s
hav
agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the OHBP Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the OHBP Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing, and (v) be subject to the restrictions contemplated by the e
Lock-Up
Agreements (as defined below) in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. OHBP SAFEs
Concurrently with the execution of the Business Combination Agreement, each of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund IV, L.P. (the “SAFE Holders”) entered into a simple agreement for future equity (collectively, the “OHBP SAFEs”) with OHBP, pursuant to which the SAFE Holders have agreed to provide interim financing to OHBP in the aggregate principal amount of $45,000,000 , bearing interest at a rate of 8 % per annum. The OHBP SAFEs will convert into ordinary shares of OHBP immediately prior to the Closing. The sum of the principal amount of the OHBP SAFEs and all accrued and unpaid interest thereon as of the Closing Date is referred to as the “OHBP SAFE Amount.” The OHBP SAFE Amount is added to the Base Equity Value to determine the Adjusted Equity Value for purposes of calculating the Closing Consideration.
Backstop Agreement
Concurrently with the execution of the Business Combination Agreement, the Company and RA Capital Healthcare Fund, L.P. (the “Backstop Purchaser”) entered into a backstop agreement (the “Backstop Agreement”), pursuant to which the Backstop Purchaser has committed to subscribe for up to 7,500,000 shares of New OHB Common Stock at a purchase price of $10.00 per share (the “Backstop Limit”), to the extent necessary to backstop RACC shareholder redemptions, on the terms and subject to the conditions set forth in the Backstop Agreement. The Backstop Limit will be reduced by the number of public shares not subject to shareholder redemptions. The aggregate amount the Backstop Purchaser will be required to fund pursuant to the Backstop Agreement shall not exceed $75,000,000 .
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, on July 26, 2026, the Company entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, on the date the Closing occurs (the “Closing Date”), (a) shares of New OHB Common Stock at $10.00 per share and/or 0.0001 , at a purchase price per 10.00 less the exercise price (collectively, the “PIPE Financing”), for aggregate gross proceeds of $55,000,000 .
(b) pre-funded
warrants to purchase shares of New OHB Common Stock (the “Pre-Funded
Warrants”), each to purchase one share of New OHB Common Stock, with a per share exercise price equal to $Pre-Funded
Warrant equal to $The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New OHB Common Stock (including the New OHB Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) satisfaction of all conditions precedent to the Closing (or otherwise waived in accordance with the terms thereto); and (iii) the absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the OHBP Business Combination.
The obligations of the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements; (ii) the material truth and accuracy of the representations and warranties of the Company in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New OHB Common Stock or
Pre-Funded
Warrants under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New OHB Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent the Company from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by the Company with its covenants, agreements and conditions under the Subscription Agreements; (vi) there has not occurred any Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing. The Subscription Agreements provide that the Company will grant the PIPE Investors certain customary registration rights.
Investor Rights Agreement
In connection with the Closing, the Company, the Sponsor, RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund IV, L.P., certain existing shareholders of the Company, and all former shareholders of OHBP will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, Company will agree that, within 30 calendar days following the Closing Date, Company will file with the SEC a registration statement registering the resale of certain shares of New OHB Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Investor Rights Agreement will amend and restate the Registration Rights Agreement.
Lock-Up
Agreement At the Closing, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will each enter into a
lock-up
agreement (the “Lock-Up
Agreement”) with the Company. Pursuant to the Lock-Up
Agreement, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will agree not to transfer (except for certain permitted transfers) any shares of New OHB Common Stock held by such holder immediately after the Closing (excluding shares issued pursuant to the Subscription Agreements, and the Backstop Agreement) until six months after the Closing Date. Risks and Uncertainties
Management continues to evaluate the impact of macroeconomic conditions, including the effects of geopolitical instability and volatility in global markets, on the Company’s industry and has concluded that while it is reasonably possible that such conditions could have a negative effect on the Company’s financial position, results of its operations, and/or its ability to complete the OHBP Business Combination, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 6 — Shareholders’ Deficit
Preference Shares — The Company is authorized to issue 1,000,000 preference shares at a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2026, there were no
Class A Ordinary Shares — The Company is authorized to issue 479,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of June 30, 2026, there were 7,775,000
Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. As of June 30, 2026, there were 1,323,529 Class B ordinary shares outstanding.
Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as required by law. Unless otherwise specified in the amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the ordinary shares that are represented in person or by proxy and are voted is required to approve any such matter voted on by the shareholders. Approval of certain actions will require a special resolution under Cayman Islands law, being the affirmative vote of at least 50 % of the shares entitled to vote and voted for the appointment of directors can elect all of the directors. The shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the appointment of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. Further, prior to the closing of the Business Combination, only holders of the Class B ordinary shares will be entitled to vote on transferring the Company by way of continuation in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the company, in each case, as a result of the company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands) and, as a result, the initial shareholders will be able to
two-thirds
of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, and pursuant to the amended and restated memorandum and articles of association; such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. The board of directors is divided into three classes, each of which will generally serve for terms of three years with only one class of directors being appointed in each year. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more than approve any such proposal without the vote of any other shareholder. The provisions of the amended and restated memorandum and articles of association governing the appointment of directors prior to the Business Combination and the Company’s continuation in a jurisdiction outside the Cayman Islands prior to the initial Business Combination may only be amended by a special resolution passed by holders representing at least
two-thirds
of the Company’s outstanding Class B ordinary shares. sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein, the Founder Shares, which are designated as Class B ordinary shares, will be convertible at the option of the holder on a one-for-one
as-converted
basis, 15% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the Private Placement Shares, but including any Class B ordinary shares assuming they are converted into Class A ordinary shares) upon completion of the Initial Public Offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and any Private Placement Shares issued to the Sponsor, members of the management team or any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.Note 7 – Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s chief operating decision maker has been identified as the Company’s executive officers, who review the assets, operating results and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation
the
CODM reviews certain metrics, which include the following: Three Months Ended June 30, 2026 |
Period From February 19, 2026 (Inception) to June 30, 2026 |
|||||||
General, formation and administrative expenses |
$ | $ | ||||||
Interest earned on marketable securities held in Trust Account |
$ | |
$ | |
||||
June 30, 2026 |
||||
Cash |
$ | |||
Marketable securities held in Trust Account |
$ | |||
Formation, general and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the business combination period. The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Formation, general and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided
to
the CODM on a regular basis. Note 8 – Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
Asset: |
Maturity Date: |
Level |
June 30, 2026 |
|||||||||
Marketable securities held in Trust Account-U.S. Treasury Securities |
1 |
$ | |
|||||||||
Note 9 — Subsequent Events
The Company has evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements are issued. Based upon this review, other than the Business Combination Agreement disclosed in Note 1 and Note 5, no other subsequent events occurred that would require recognition or disclosure in the financial statements.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form
10-Q
includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to the “Company”, “us,” “our,” or “we” refer to Research Alliance Corporation III. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes herein. Overview
We are a blank check company incorporated on February 19, 2026 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination (including the OHBP Business Combination) using the cash from the Initial Public Offering and the sale of the private placement shares, our shares, debt or a combination of cash, equity and debt. We cannot assure you that our plans to complete an initial business combination will be successful.
Recent Developments
On July 26, 2026, the Company entered into the Business Combination Agreement and related agreements in connection with the proposed OHBP Business Combination.
Business Combination Agreement
As described in Note 1, on July 26, 2026, the Company, OHBP and the OHBP Shareholders entered into the Business Combination Agreement, pursuant to which the Company will effect the OHBP Business Combination. The OHBP Business Combination is expected to close in the second half of 2026, following the receipt of the requisite approvals of the Company’s shareholders and the fulfillment of other customary closing conditions.
Subject to the terms and conditions of the Business Combination Agreement, at least one business day prior to the closing of the OHBP Business Combination (the “Closing”), the Company will basis, into Class A ordinary shares of the Company. In connection with the Domestication, each issued and outstanding Class A ordinary share of the Company will convert automatically, on a basis, into one share of common stock, par value $0.0001 per share, of New OHB (the “New OHB Common Stock”).
de-register
from the Register of Companies in the Cayman Islands and transfer by way of continuation from the Cayman Islands to Delaware and domesticate as a Delaware corporation (the “Domestication”), to be renamed “Oak Hill Bio, Inc.” (“New OHB”). Immediately prior to the Domestication, each issued and outstanding Class B ordinary share of the Company will be converted, on a one-for-one
one-for-one
In accordance with the Company’s governing documents and in connection with the OHBP Business Combination transactions, the Company will provide the holders of its Class A ordinary shares the right to have all or a portion of their Class A ordinary shares redeemed for cash, at a
per-share
price equal to the pro rata portion of the funds then in the Company’s trust account (including interest earned on the funds held in the trust account, less taxes paid or payable). Following the Domestication and concurrently with the Closing, each of the OHBP Shareholders will sell and transfer to Company 100% of the outstanding shares in the capital of OHBP (the “OHBP Shares”) in exchange for newly issued shares of New OHB Common Stock (the “Share Acquisition”). The number of shares of New OHB Common Stock to be issued as consideration for the Share Acquisition (the “Closing Consideration”) is equal to (a) the Adjusted Equity Value (as defined in the Business Combination Agreement) divided by (b) $10.00. Each OHBP Shareholder will receive a number of shares of New OHB Common Stock equal to the Exchange Ratio (as defined in the Business Combination Agreement) multiplied by the number of OHBP Shares held by such OHBP Shareholder.
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, the Company, the Sponsor, each of the Company’s independent directors as holders of Class B shares of the Company (the “Other Class B Shareholders”) and OHBP entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Shareholder has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the OHBP Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Subscription Agreements (as defined below) or otherwise), (iii) be bound by certain other covenants and agreements related to the OHBP Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the Closing, and (v) be subject to the restrictions contemplated by the
Lock-Up
Agreements (as defined below) in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement. OHBP SAFEs
Concurrently with the execution of the Business Combination Agreement, each of RA Capital Healthcare Fund, L.P. and RA Capital Nexus Fund IV, L.P. (the “SAFE Holders”) entered into a simple agreement for future equity (collectively, the “OHBP SAFEs”) with OHBP, pursuant to which the SAFE Holders have agreed to provide interim financing to OHBP in the aggregate principal amount of $45,000,000, bearing interest at a rate of 8% per annum. The OHBP SAFEs will convert into ordinary shares of OHBP immediately prior to the Closing. The sum of the principal amount of the OHBP SAFEs and all accrued and unpaid interest thereon as of the Closing Date is referred to as the “OHBP SAFE Amount.” The OHBP SAFE Amount is added to the Base Equity Value to determine the Adjusted Equity Value for purposes of calculating the Closing Consideration.
Backstop Agreement
Concurrently with the execution of the Business Combination Agreement, the Company and RA Capital Healthcare Fund, L.P. (the “Backstop Purchaser”) entered into a backstop agreement (the “Backstop Agreement”), pursuant to which the Backstop Purchaser has committed to subscribe for up to 7,500,000 shares of New OHB Common Stock at a purchase price of $10.00 per share (the “Backstop Limit”), to the extent necessary to backstop RACC shareholder redemptions, on the terms and subject to the conditions set forth in the Backstop Agreement. The Backstop Limit will be reduced by the number of public shares not subject to shareholder redemptions. The aggregate amount the Backstop Purchaser will be required to fund pursuant to the Backstop Agreement shall not exceed $75,000,000.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, on July 26, 2026, the Company entered into subscription agreements (the “Subscription Agreements”) with certain qualified institutional buyers, institutional accredited investors, and other accredited investors (collectively, the “PIPE Investors”). Pursuant to the Subscription Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, on the date the Closing occurs (the “Closing Date”), (a) shares of New OHB Common Stock at $10.00 per share and/or
(b) pre-funded
warrants to purchase shares of New OHB Common Stock (the “Pre-Funded
Warrants”), each to purchase one share of New OHB Common Stock, with a per share exercise price equal to $0.0001, at a purchase price per Pre-Funded
Warrant equal to $10.00 less the exercise price (collectively, the “PIPE Financing”), for aggregate gross proceeds of $55,000,000. The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the New OHB Common Stock (including the New OHB Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) satisfaction of all conditions precedent to the Closing (or otherwise waived in accordance with the terms thereto); and (iii) the absence of specified adverse judgments, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the OHBP Business Combination.
The obligations of the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the Subscription Agreements.
The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the Business Combination Agreement shall not have been amended, modified, or supplemented, and no condition waived thereunder, in a manner that would reasonably be expected to materially and adversely affect the economic benefits that a PIPE Investor (in its capacity as such) would reasonably expect to receive under the Subscription Agreements; (ii) the material truth and accuracy of the representations and warranties of the Company in the Subscription Agreements, subject to customary bringdown standards; (iii) no subscription agreement, or other agreements or understandings (including side letters) entered into in connection with the sale of New OHB Common Stock or
Pre-Funded
Warrants under the Subscription Agreements, with any other PIPE Investors shall have been amended, modified, or waived in any manner that benefits such other PIPE Investor unless all PIPE Investors have been offered substantially the same benefits (other than terms particular to the legal or regulatory requirements of such other PIPE Investor or its affiliates or related persons); (iv) all specified consents, waivers or other authorizations and notices, required to be made in connection with the issuance and sale of New OHB Common Stock under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent the Company from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by the Company with its covenants, agreements and conditions under the Subscription Agreements; (vi) there has not occurred any Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Subscription Agreements that is continuing. The Subscription Agreements provide that the Company will grant the PIPE Investors certain customary registration rights.
Investor Rights Agreement
In connection with the Closing, the Company, the Sponsor, RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund IV, L.P., certain existing shareholders of the Company, and all former shareholders of OHBP will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, Company will agree that, within 30 calendar days following the Closing Date, Company will file with the SEC a registration statement registering the resale of certain shares of New OHB Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. The Investor Rights Agreement will amend and restate the Registration Rights Agreement.
Lock-Up
Agreement At the Closing, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will each enter into a
lock-up
agreement (the “Lock-Up
Agreement”) with the Company. Pursuant to the Lock-Up
Agreement, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of OHBP will agree not to transfer (except for certain permitted transfers) any shares of New OHB Common Stock held by such holder immediately after the Closing (excluding shares issued pursuant to the Subscription Agreements, and the Backstop Agreement) until six months after the Closing Date. Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and activities related to the IPO. We do not expect to generate any operating revenues until after completion of our initial business combination at the earliest. We will
generate non-operating income
in the form of interest income on cash and cash equivalents derived from the IPO and sale of private placement shares. Since the completion of the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially as a result of being a public company. For the three months ended June 30, 2026 and the period from February 19, 2026 (inception) through June 30, 2026, we had net income of $54,050 and a net loss of $11,199, respectively, which consisted of formation, general and administrative expenses and interest income. We generated $238,468 of interest income for the three months ended June 30, 2026 and for the period from February 19, 2026 (inception) through June 30, 2026. We had $75,238,468 assets held in the Trust Account as of June 30, 2026.
Liquidity and Capital Resources
As indicated in the accompanying financial statements, as of June 30, 2026, we had cash of $832,812 and working capital of $905,874. Further, we expect to incur significant costs in the pursuit of our initial business combination, including in connection with the OHBP Business Combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
On May 21, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per Public Share generating gross proceeds of $75,000,000 and incurring offering costs of $3,762,251, inclusive of $2,250,000 in deferred underwriting commissions, $750,000 of upfront underwriting discounts and $762,251 of other offering costs.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $2,750,000.
Prior to the closing of the IPO our liquidity needs have been satisfied through a payment of $25,000 from our sponsor to cover certain expenses in exchange for the issuance of the founder shares and a commitment from our sponsor to loan up to $300,000 to us to cover our expenses in connection with the IPO.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less permitted withdrawals and deferred underwriting commissions), to complete our initial business combination.
We have available to us the proceeds held outside the trust account, funds from permitted withdrawals as well as certain funds from loans from our sponsor, members of our management team or any of their affiliates. We will use these funds to continue to identify and evaluate target businesses, as needed, perform business due diligence on prospective target businesses including OHBP, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners including OHBP, review corporate documents and material agreements of OHBP, and structure, negotiate and complete a business combination, including in connection with the proposed OHBP Business Combination.
We do not believe we will need to raise additional funds following the Initial Public Offering in order to meet the expenditures required for operating our business prior to the completion of our initial business combination, other than funds available from loans from our sponsor, members of our management team or any of their affiliates. However, if our estimates of the costs of
undertaking in-depth due
diligence and negotiating an initial business combination, including in connection with the proposed OHBP Business Combination, are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the completion of our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsor, affiliates of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required. Off-Balance
Sheet Financing Arrangements We have no obligations, assets or liabilities, which would be
considered off-balance sheet
arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet
arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
As of June 30, 2026, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriter is entitled to a deferred fee of $0.30 per share, or $2,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
The Class B ordinary shares of the Company initially issued to the Sponsor (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”), the Class A Ordinary Shares, and any Class A Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Critical Accounting Policies and Estimates
In preparing these unaudited financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of our quarterly report as of June 30, 2026, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in
Rule 13a-15(e)
under the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective as we experienced difficulty in ensuring that the accounting for our accounts payable and accrued expenses is accurate and complete, including proper classification of the related expenses to deferred offering costs or operating expenses which we experienced and reported as a material weakness. As a result, we performed additional analysis as deemed necessary to ensure that our unaudited condensed financial statements were prepared in accordance with GAAP. Accordingly, management believes that the unaudited condensed financial statements included in this quarterly report present fairly in all material respects our financial position, results of operations and cash flows for the periods presented.Remediation Plan and Status of Material Weakness
In response to the identified material weakness described above, the Company’s management, with the oversight of the Audit Committee, has developed a remediation plan, including designing and implementing improved processes and internal controls. During the quarter ended June 30, 2026 the Company took the following steps to improve its internal control over financial reporting:
| • | Enhanced review controls over accruals and accounts payable |
| • | Implemented detective controls for proper cut-off of accruals and payables |
| • | Improved review controls over vendor trend analysis |
While the Company has made good progress, the Company is still in the process of fully implementing its remediation plan. Additional time is required to complete the remediation of the material weaknesses to ensure the sustainability of the recently implemented remediation actions.
Changes in Internal Control Over Financial Reporting
Other than the Company’s ongoing remediation efforts as discussed above, there have been no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
Not applicable to a smaller reporting company. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the prospectus of our IPO (File
No. 333-294549).
Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our prospectus. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities
On May 21, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares (the “Public Shares”). The Public Shares were sold at an offering price of $10.00 per Public Share, generating gross proceeds of $75,000,000 (before underwriting discounts and commission and offering expenses). The securities sold in the IPO were sold pursuant to a registration statement on Form
S-1
(File No.: 333-294549).
The registration statement became effective on May 19, 2026. On May 21, 2026, substantially concurrently with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 275,000 Private Placement Shares with the Sponsor at a price of $10.00 per Private Placement Share, generating total proceeds of $2,750,000. The Private Placement Shares are identical to the Public Shares, being Class A ordinary shares, sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Placement Shares have agreed to certain restrictions on the Private Placement Shares, as described in the Registration Statement. Such holders agreed not to transfer, assign or sell any of the Private Placement Shares (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Shares.
The Private Placement Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibit Number |
Incorporation by Reference |
|||||||||||||||||
Description |
Schedule / Form |
File Number |
Exhibit |
Filing Date |
||||||||||||||
1.1 |
Underwriting Agreement, dated May 19, 2026, between the Company and Leerink Partners LLC. |
8-K |
001-43302 |
1.1 |
May 21, 2026 |
|||||||||||||
2.1 |
Business Combination Agreement, dated as of July 26, 2026, by and among Research Alliance Corporation III, OHB Pediatrics Ltd. and the Shareholders named therein. |
8-K |
001-43302 |
2.1 |
July 27, 2026 |
|||||||||||||
3.1 |
Amended and Restated Memorandum and Articles of Association. |
8-K |
001-43302 |
3.1 |
May 21, 2026 |
|||||||||||||
10.1 |
Investment Management Trust Agreement, dated May 19, 2026, between Continental Stock Transfer & Trust Company and the Company. |
8-K |
001-43302 |
10.1 |
May 21, 2026 |
|||||||||||||
10.2 |
Registration and Shareholder Rights Agreement, dated May 19, 2026, by and among the Company, the Sponsor and the other parties thereto. |
8-K |
001-43302 |
10.2 |
May 21, 2026 |
|||||||||||||
10.3 |
Private Placement Shares Purchase Agreement, dated May 19, 2026, between the Company and the Sponsor. |
8-K |
001-43302 |
10.3 |
May 21, 2026 |
|||||||||||||
10.4 |
Form of Indemnity Agreement between the Company and each of the officers and directors of the Company. |
8-K |
001-43302 |
10.4 |
May 21, 2026 |
|||||||||||||
10.5 |
Indemnification Agreement, dated May 19, 2026, between the Company and the Sponsor. |
8-K |
001-43302 |
10.5 |
May 21, 2026 |
|||||||||||||
10.6 |
Letter Agreement, dated May 19, 2026, by and among the Company, the Sponsor, and each director and executive officer of the Company. |
8-K |
001-43302 |
10.6 |
May 21, 2026 |
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10.7 |
Sponsor Letter Agreement, dated as of July 26, 2026, by and among Research Alliance Holdings III LLC, Research Alliance Corporation III, certain other holders of Research Alliance Corporation III Class B ordinary shares set forth on Schedule I thereto, and OHB Pediatrics Ltd. |
8-K |
001-43302 |
10.1 |
July 27, 2026 |
|||||||||||||
10.8 |
Form of OHB Pediatrics Ltd. SAFE |
8-K |
001-43302 |
10.2 |
July 27, 2026 |
|||||||||||||
10.9 |
Backstop Agreement, dated as of July 26, 2026, between Research Alliance Corporation III and RA Capital Healthcare Fund, L.P. |
8-K |
001-43302 |
10.3 |
July 27, 2026 |
|||||||||||||
10.10 |
Form of Subscription Agreement. |
8-K |
001-43302 |
10.4 |
July 27, 2026 |
|||||||||||||
10.11 |
Form of Investor Rights Agreement. |
8-K |
001-43302 |
10.5 |
July 27, 2026 |
|||||||||||||
10.12 |
Form of Lock-Up Agreement. |
8-K |
001-43302 |
10.6 |
July 27, 2026 |
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31.1* |
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|||||||||||||||||
31.2* |
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1** |
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2** |
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS** |
XBRL Instance Document | |
101.SCH** |
XBRL Taxonomy Extension Schema Document | |
101.CAL** |
XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF** |
XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB** |
XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE** |
XBRL Taxonomy Extension Presentation Linkbase Document | |
104** |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
* |
Filed herewith. |
** |
Furnished herewith and not deemed to be “filed” under the Securities Exchange Act of 1934, as amended. †Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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: August 12, 2026 | ||
| RESEARCH ALLIANCE CORPORATION III | ||
| By: | /s/ Fran Adams | |
| Name: | Fran Adams | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |