Oak Hill Bio, Research Alliance III (RACC) plan SPAC merger
Research Alliance Corporation III agreed to merge with OHB Pediatrics Ltd. (Oak Hill Bio) in an all‑stock business combination under which RACC will acquire 100% of Oak Hill Bio after redomesticating from the Cayman Islands to Delaware. Oak Hill Bio will become a wholly owned subsidiary and the combined company is expected to list on the Nasdaq Capital Market as Oak Hill Bio, Inc.
Oak Hill Bio shareholders will receive newly issued RACC common stock, with Closing Consideration equal to the Adjusted Equity Value divided by $10.00 per share. Adjusted Equity Value is defined as a $160,000,000 Base Equity Value plus the Company SAFE Amount, which comes from $45,000,000 of SAFEs bearing 8% annual interest that convert into equity immediately before closing.
Funding for the combined business includes a RA Capital backstop to purchase up to 7,500,000 shares at $10.00 per share to offset any RACC shareholder redemptions, a $55,000,000 PIPE of common stock and pre‑funded warrants at $10.00, and previously funded SAFEs. Oak Hill Bio and RACC state that these sources together are expected to provide roughly $175,000,000 in gross proceeds before expenses. Closing is targeted for the second half of 2026, subject to HSR clearance, effectiveness of an S‑4 registration/proxy statement, Nasdaq listing approval and shareholder approvals. Oak Hill Bio’s lead asset is rugonersen, an antisense oligonucleotide in a pivotal Phase 3 BEACON trial for Angelman syndrome, a rare neurodevelopmental disorder affecting about 30,000 diagnosed patients across the U.S. and EU5.
Positive
- Approximately $175 million in expected gross proceeds from trust cash, a RA Capital backstop and private financings is described as sufficient to advance rugonersen through key development milestones.
- Backstop and PIPE commitments include RA Capital’s agreement to buy up to 7,500,000 shares at $10.00 per share, structurally replacing any RACC shareholder redemptions on a dollar‑for‑dollar basis.
Negative
- None.
Filing Explained
The proposed transaction would add ownership dilution and future equity capacity, but it remains subject to closing conditions.
The Form 8-K reports a signed but not completed agreement for RACC to acquire all of OHB Pediatrics; at closing, newly issued RACC shares would make OHB a wholly owned subsidiary and dilute existing holders’ percentage ownership.
The
RACC also plans, subject to shareholder approval, an equity incentive pool initially equal to
At closing, specified existing holders would face a six-month transfer restriction, while the investor-rights agreement would require a resale registration statement within
Although the press release calls the
8-K Event Classification
Key Figures
Key Terms
Business Combination Agreement regulatory
Domestication regulatory
simple agreement for future equity financial
Backstop Agreement financial
Pre-Funded Warrants financial
Angelman syndrome medical
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FAQ
What transaction did Research Alliance Corporation III (RACC) announce with Oak Hill Bio?
How is the merger consideration between RACC and Oak Hill Bio (RACC) calculated?
What financing commitments support the Oak Hill Bio and RACC (RACC) business combination?
How does the RA Capital backstop work in the RACC (RACC) transaction?
What is Oak Hill Bio’s lead program in the RACC (RACC) merger?
What new equity plans are tied to the Oak Hill Bio and RACC (RACC) combination?
When is the Oak Hill Bio and RACC (RACC) merger expected to close and what approvals are needed?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
Research Alliance Corporation III
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
Registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 26, 2026, Research Alliance Corporation III, a Cayman Islands exempted company (“RACC”), OHB Pediatrics Ltd., a company incorporated under the laws of England and Wales (the “Company”), and the shareholders of the Company (the “Shareholders”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things and subject to the terms and conditions contained therein, RACC will acquire 100% of the outstanding shares in the capital of the Company from the Shareholders in exchange for newly issued shares of RACC common stock (the “Share Acquisition”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” The Business Combination Agreement and the Transactions were unanimously approved by the boards of directors of each of RACC and the Company. The Transactions are expected to close in the second half of 2026, following the receipt of the requisite approval of RACC’s shareholders and the fulfillment of other customary closing conditions.
Business Combination Agreement
The Domestication
The Business Combination Agreement provides, among other things, that at least one business day prior to the closing of the transactions contemplated by the Business Combination Agreement (the “Closing” and the date upon which the Closing actually occurs, the “Closing Date”), (a) each outstanding Class B ordinary share of RACC will be converted, on a one-for-one basis, into a Class A ordinary share of RACC (the “Sponsor Share Conversion”) and (b) RACC will 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 in accordance with Section 388 of the General Corporation Law of the State of Delaware (the “DGCL”) and Part 12 of the Companies Act (Revised) of the Cayman Islands (the “Domestication”). In connection with the Domestication, (i) each then outstanding Class A ordinary share of RACC (each, a “RACC Class A Share”) will be converted automatically, on a one-for-one basis, into one share of common stock, par value $0.0001 per share, of RACC (the “RACC Common Stock”) and (ii) RACC will file a certificate of incorporation (the “RACC COI”) with the Secretary of State of the State of Delaware and adopt bylaws (the “RACC Bylaws”).
RACC Shareholder Redemptions
RACC will provide the holders of RACC Class A Shares the right to have all or a portion of their RACC Class A Shares redeemed for cash in connection with the Transactions, in accordance with RACC’s governing documents, for a per-share price equal to the pro rata portion of the funds then in RACC’s trust account (including interest earned on the funds held in the trust account, less taxes paid or payable).
The Share Acquisition
Subject to the terms and conditions of the Business Combination Agreement, at the Closing and following the Domestication, each of the Shareholders will sell and transfer to RACC 100% of the outstanding shares in the capital of the Company (the “Company Shares”) in exchange for newly issued shares of RACC Common Stock. The number of shares of RACC Common Stock to be issued as consideration for the Share Acquisition (the “Closing Consideration”) is equal to (a) the Adjusted Equity Value (as defined below) divided by (b) $10.00. Each Shareholder will receive a number of shares of RACC Common Stock equal to the Exchange Ratio (as defined below) multiplied by the number of Company Shares held by such Shareholder. The “Adjusted Equity Value” means the sum of (a) a base equity value of $160,000,000 (the “Base Equity Value”) plus (b) the Company SAFE Amount (as defined below). The “Exchange Ratio” means the Closing Consideration divided by the number of fully-diluted Company Shares outstanding as of immediately prior to the Closing. Upon consummation of the Share Acquisition, the Company will become a wholly-owned subsidiary of RACC.
Representations and Warranties; Covenants
The Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type, including with respect to the operations of RACC and the Company prior to the Closing and the preparation and filing of a registration statement on Form S-4 relating to the Transactions, which will include a prospectus and proxy statement of RACC (the “Registration Statement / Proxy Statement”) with the Securities and Exchange Commission (the “SEC”). The parties have also undertaken to procure clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. In addition, the board of directors of RACC has agreed to adopt an equity incentive plan (the “RACC Equity Incentive Plan”) and an employee stock purchase plan (the “RACC Employee Stock Purchase Plan”) prior to the effectiveness of the Registration Statement / Proxy Statement, as described in the Business Combination Agreement.
Governance
RACC has agreed to take all action within its power as may be necessary or appropriate such that, effective immediately after the Closing, the board of directors of RACC will consist of the individuals set forth on a schedule to the Business Combination Agreement, which will be divided into three classes.
Conditions to Closing
The obligation of the parties to consummate the Transactions is subject to certain closing conditions, including, but not limited to, (i) the expiration or termination of the applicable waiting period under the HSR Act, (ii) no governmental order or law preventing or prohibiting the consummation of the Transactions being in effect, (iii) the effectiveness of the Registration Statement / Proxy Statement, (iv) receipt of the requisite approvals of RACC’s shareholders, (v) the approval for listing of RACC Common Stock on The Nasdaq Capital Market (“Nasdaq”), (vi) the completion of the Pre-Closing Reorganization (as defined in the Business Combination Agreement), (vii) the constitution of the board of directors of RACC as contemplated by the Business Combination Agreement, and (viii) the execution and delivery of the Investor Rights Agreement (as defined below).
The obligation of RACC to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no Company Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the receipt of certain required third party consents, and (iii) the delivery by each Shareholder of a duly executed stock transfer form in respect of all Company Shares held by such Shareholder.
The obligation of the Company and the Shareholders to consummate the Transactions is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no RACC Material Adverse Effect (as defined in the Business Combination Agreement) since the date of the Business Combination Agreement that is continuing, (ii) the Backstop Agreement being in full force and effect and the Sponsor (or an affiliate thereof) having complied in all material respects with its obligations thereunder, and (iii) the consummation of the Domestication.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of RACC, the Company and the Shareholders, (ii) by RACC if the representations and warranties of the Company or the Shareholders are not true and correct or if the Company or any Shareholder fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to Closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iii) by the Shareholders if the representations and warranties of RACC are not true and correct or if RACC fails to perform any covenant or agreement set forth in the Business Combination Agreement such that certain conditions to Closing cannot be satisfied and the breach or breaches of such representations or warranties or the failure to perform such covenant or agreement, as applicable, are not cured or cannot be cured within certain specified time periods, (iv) subject to certain limited exceptions, by either RACC or the Shareholders if the Transactions shall not have been consummated by a date that is six months from the date of the Business Combination Agreement (subject to automatic extension in certain circumstances), (v) by either RACC or the Shareholders if any governmental authority has issued a final and non-appealable order prohibiting the Transactions, and (vi) by either RACC or the Shareholders if the requisite RACC shareholder approvals are not obtained after the conclusion of the meeting at which RACC’s shareholders voted on such matters.
If the Business Combination Agreement is validly terminated, none of the parties will have any liability or any further obligation under the Business Combination Agreement other than customary surviving provisions, except in the case of willful and material breach or fraud.
The foregoing description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement and any related agreements. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The Business Combination Agreement is not intended to provide any other factual information about RACC, the Company, the Shareholders or any other party to the Business Combination Agreement or any related agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties, are subject to limitations agreed upon by the parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts) and are subject to standards of materiality applicable to the parties that may differ from those applicable to investors and security holders. Investors and security holders are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in RACC’s public disclosures.
The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the Business Combination Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K.
Related Agreements
The Business Combination Agreement contemplates the execution of various additional agreements and instruments, on or before the Closing, including, among others, the following:
Sponsor Letter Agreement
Concurrently with the execution of the Business Combination Agreement, RACC, Research Alliance Holdings III LLC, a Cayman Islands limited liability company (the “Sponsor”), Michael F. MacLean and Timothy J. Miller (the “Other Class B Shareholders”) and the Company entered into the Sponsor Letter Agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor and each Other Class B Shareholder, as holders of Class B ordinary shares, have agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Transactions, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of RACC 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 Transactions, (iv) be bound by certain transfer restrictions with respect to his or its shares in RACC 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.
A copy of the Sponsor Letter Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
Company 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 “Company SAFEs”) with the Company, pursuant to which the SAFE Holders have agreed to provide interim financing to the Company in the aggregate principal amount of $45,000,000, bearing interest at a rate of 8% per annum. The Company SAFEs will convert into ordinary shares of the Company immediately prior to the Closing. The sum of the principal amount of the Company SAFEs and all accrued and unpaid interest thereon as of the Closing Date is referred to as the “Company SAFE Amount.” The Company SAFE Amount is added to the Base Equity Value to determine the Adjusted Equity Value for purposes of calculating the Closing Consideration.
The foregoing description of the Company SAFEs is subject to and qualified in its entirety by reference to the full text of the form of Company SAFE, a copy of which is included as Exhibit 10.2 to this Current Report on Form 8-K.
Backstop Agreement
Concurrently with the execution of the Business Combination Agreement, RACC and RA Capital Healthcare Fund, L.P. (the “Backstop Purchaser”) entered into the Backstop Agreement (the “Backstop Agreement”), pursuant to which the Backstop Purchaser has committed to subscribe for up to 7,500,000 shares of RACC 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 shares of RACC Common Stock not subject to shareholder redemptions. The aggregate amount the Backstop Purchaser will be required to fund shall not exceed $75,000,000.
The foregoing description of the Backstop Agreement is subject to and qualified in its entirety by reference to the full text of the Backstop Agreement, a copy of which is included as Exhibit 10.3 to this Current Report on Form 8-K.
PIPE Financing (Private Placement)
Concurrently with the execution of the Business Combination Agreement, on July 26, 2026, RACC 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 have agreed to subscribe for and purchase, and RACC has agreed to issue and sell to the PIPE Investors, substantially concurrently with the Closing, (a) shares of RACC Common Stock at $10.00 per share and/or (b) pre-funded warrants to purchase shares of RACC Common Stock (the “Pre-Funded Warrants”), each to purchase one share of RACC 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”). The aggregate gross proceeds to be received by RACC in connection with the PIPE Financing will be $55,000,000.
The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the RACC Common Stock (including the RACC Common Stock issuable to the PIPE Investors pursuant to the Subscription Agreements) having been approved for listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied (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 Transactions.
The obligations of RACC 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 RACC 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 RACC Common Stock or Pre-Funded Warrants under the Subscription Agreements, with any other PIPE Investor 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 RACC Common Stock and the Pre-Funded Warrants, if any, under the Subscription Agreements shall have been obtained or made, except where failure to so obtain would not prevent RACC from consummating the transactions contemplated by the Subscription Agreements; (v) material compliance by RACC with its covenants, agreements and conditions under the Subscription Agreements; and (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 RACC will grant the PIPE Investors certain customary registration rights.
The foregoing description of the Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the form of Subscription Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
Investor Rights Agreement
At the Closing, RACC, the Sponsor, RA Capital Healthcare Fund, L.P., RA Capital Nexus Fund IV, L.P., certain existing shareholders of RACC, and certain former shareholders of the Company will enter into an investor rights agreement (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, RACC will agree that, within 30 calendar days following the Closing Date, RACC will file with the SEC (at RACC’s sole cost and expense) a registration statement on Form S-1 (or Form S-3, if then eligible) for a shelf registration covering the resale of all registrable securities held by or issuable to the parties thereto (the “Resale Registration Statement”), and RACC 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 and shareholder rights agreement that was entered into by RACC, the Sponsor and the Other Class B Shareholders in connection with RACC’s initial public offering. The Investor Rights Agreement will terminate on the earlier of (a) the fifth anniversary of the date of the Investor Rights Agreement or (b) with respect to any holder party thereto, on the date that such holder no longer holds any registrable securities (as defined therein).
The foregoing description of the Investor Rights Agreement is subject to and qualified in its entirety by reference to the full text of the form of Investor Rights Agreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreement
At the Closing, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of the Company will each enter into a lock-up agreement (the “Lock-Up Agreement”) with RACC. Pursuant to the Lock-Up Agreement, the Sponsor, the Other Class B Shareholders, and certain existing shareholders of the Company will agree not to transfer (except for certain permitted transfers) any shares of RACC Common Stock held by such holder immediately after the Closing (excluding shares issued pursuant to the Subscription Agreements, the Company SAFEs, and the Backstop Agreement) until six months after the Closing Date.
The foregoing description of the Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Lock-Up Agreement, a copy of which is included as Exhibit 10.6 to this Current Report on Form 8-K.
RACC Certificate of Incorporation and RACC Bylaws
In connection with the Domestication, RACC will file the RACC COI with the Secretary of State of the State of Delaware and will adopt the RACC Bylaws, which together will govern the rights, privileges, and preferences of the holders of RACC securities after the Closing.
The foregoing descriptions of the RACC COI and RACC Bylaws do not purport to be complete and are qualified in their entirety by the terms and conditions of the forms of the RACC COI and RACC Bylaws, copies of which are included as Exhibit D and Exhibit E, respectively, to the Business Combination Agreement (attached as Exhibit 2.1 hereto), and the terms of which are incorporated herein by reference.
RACC Equity Incentive Plan and RACC Employee Stock Purchase Plan
Prior to the effectiveness of the Registration Statement / Proxy Statement, the board of directors of RACC will approve and adopt, in each case subject to approval by the RACC shareholders, the RACC Equity Incentive Plan and the RACC Employee Stock Purchase Plan. The RACC Equity Incentive Plan will provide for equity incentive compensation grants to certain employees and consultants (including non-employee directors) in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, and/or other stock-based and cash-based awards. The RACC Employee Stock Purchase Plan will permit eligible employees to purchase RACC Common Stock at a discount under Section 423 of the Internal Revenue Code of 1986, as amended, or as otherwise agreed.
The initial number of shares of RACC Common Stock reserved and available for issuance under the RACC Equity Incentive Plan will equal 15% of RACC Common Stock outstanding as of the Closing. Additionally, the number of shares of RACC Common Stock reserved and available for issuance under the RACC Equity Incentive Plan will be automatically increased annually on the first day of each fiscal year beginning with the 2027 fiscal year in an amount equal to 5% of RACC Common Stock outstanding on the last day of the immediately preceding fiscal year, or such lesser amount as determined by the administrator of the RACC Equity Incentive Plan.
The initial number of shares of RACC Common Stock reserved and available for issuance under the RACC Employee Stock Purchase Plan will equal 2% of RACC Common Stock outstanding as of the Closing. Additionally, on the first day of each fiscal year beginning with the 2028 fiscal year, the number of shares of RACC Common Stock reserved and available for issuance under the RACC Employee Stock Purchase Plan will be increased annually in an amount equal to 2% of RACC Common Stock outstanding on the last day of the immediately preceding fiscal year, or such lesser number of shares as determined by the administrator of the RACC Employee Stock Purchase Plan.
The foregoing descriptions of the RACC Equity Incentive Plan and RACC Employee Stock Purchase Plan do not purport to be complete and will be qualified in their entirety by the terms and conditions of the RACC Equity Incentive Plan and RACC Employee Stock Purchase Plan when finalized.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuances described below is incorporated by reference to this Item 3.02 as follows:
| • | the issuance of shares of RACC Common Stock pursuant to the Share Acquisition, in accordance with the terms and conditions of the Business Combination Agreement; |
| • | the issuance of shares of RACC Common Stock and Pre-Funded Warrants in connection with the transactions contemplated by the Subscription Agreements; and |
| • | the issuance of shares of RACC Common Stock pursuant to the terms and conditions of the Backstop Agreement. |
The issuances of the shares of RACC Common Stock and Pre-Funded Warrants in connection with such transactions will not be registered under the Securities Act in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.
| Item 7.01 | Regulation FD Disclosure. |
On July 27, 2026, RACC and the Company issued a press release announcing the Transactions. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation, dated July 2026.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of RACC under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
Additional Information about the Proposed Business Combination and Where to Find It
The proposed Transactions will be submitted to shareholders of RACC for their consideration. RACC intends to file a registration statement on Form S-4 with the SEC, which will include a prospectus and preliminary and definitive proxy statements to be distributed to RACC’s shareholders in connection with RACC’s solicitations of proxies from RACC’s shareholders with respect to the proposed Transactions and other matters to be described in the registration statement, as well as the prospectus relating to the offer of the Company’s business in connection with the completion of the proposed Transactions. After the registration statement has been filed and declared effective, RACC will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed Transactions and other matters to be described in the registration statement to RACC’s shareholders as of a record date to be established for voting on the proposed Transactions. Before making any voting or investment decision, RACC’s shareholders, the Company’s shareholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by RACC in connection with the proposed Transactions and other matters to be described in the registration statement, when they become available because they will contain important information about RACC, the Company and the proposed Transactions. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by RACC with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, New York 10020.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of the Company’s product candidates, the size and growth potential of the markets for the Company’s product candidates; financing and other business milestones; potential benefits of the proposed Transactions; and expectations relating to the proposed Transactions. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s and RACC’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of the Company and RACC. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions related to SPACs) that could adversely affect the combined company or the expected benefits of the proposed Transactions; failure to realize the anticipated benefits of the proposed Transactions; risks related to the approval of the Company’s product candidates and the timing of expected regulatory and business milestones; the impact of competitive product candidates; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against RACC or the Company related to the proposed Transactions; the effects of competition on the Company’s future business; the amount of redemption requests made by RACC’s public shareholders. Additional risks related to the Company’s business include, but are not limited to: uncertainty regarding outcomes of the Company’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of the Company’s product candidates; risks associated with the Company’s efforts to commercialize its product candidates; the Company’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on the Company’s business; intellectual property-related claims; the Company’s ability to attract and retain qualified personnel; and the Company’s ability to source the raw materials for its product candidates. Additional risks related to RACC include those factors discussed in documents RACC has filed or will file with the SEC, together with the risks described in the document titled “Risk Factors” that has been made available to interested parties concurrent with this Current Report on Form 8-K and also set forth in the section titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in RACC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and in those documents that RACC has filed, or will file, with the SEC.
If any of these risks materialize or RACC’s or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RACC nor the Company presently know or that RACC and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect RACC’s and the Company’s expectations, plans, or forecasts of future events and views as of the date of this Current Report on Form 8-K and are qualified in their entirety by reference to the cautionary statements herein. RACC and the Company anticipate that subsequent events and developments will cause RACC’s and the Company’s assessments to change. These forward-looking statements should not be relied upon as representing RACC’s and the Company’s assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither RACC, the Company nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
RACC, the Company, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from RACC’s shareholders with respect to the proposed Transactions and the other matters set forth in the registration statement. Information regarding RACC’s directors and executive officers, and a description of their interests in RACC is contained in RACC’s Prospectus dated May 19, 2026, filed with the SEC pursuant to Rule 424(b)(4), in connection with RACC’s initial public offering on the Registration Statement on Form S-1 (333-294549), which was declared effective by the SEC on May 19, 2026. Copies of these documents are available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, New York 10020. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the proposed Transactions when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This Current Report on Form 8-K is not a substitute for the registration statement or for any other document that RACC and the Company may file with the SEC in connection with the proposed Transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by RACC, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed Transactions or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Current Report on Form 8-K is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 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. | |
| 10.1 | 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. | |
| 10.2 | Form of Company SAFE. | |
| 10.3 | Backstop Agreement, dated as of July 26, 2026, between Research Alliance Corporation III and RA Capital Healthcare Fund, L.P. | |
| 10.4 | Form of Subscription Agreement. | |
| 10.5 | Form of Investor Rights Agreement. | |
| 10.6 | Form of Lock-Up Agreement. | |
| 99.1 | Press Release, dated July 27, 2026. | |
| 99.2 | Investor Presentation, dated July 2026. | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
| † | 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. |
| * | Certain portions of these exhibits have been redacted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K. The Registrant hereby agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon request. |
SIGNATURE
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: July 27, 2026 | ||||||
| Research Alliance Corporation III | ||||||
| By: | /s/ Matthew D. Hammond | |||||
| Name: | Matthew D. Hammond | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Oak Hill Bio and Research Alliance Corporation III Announce Business Combination Agreement to Create Publicly Listed Rare Disease Biotechnology Company to Advance Antisense Oligonucleotide Therapy Rugonersen for Angelman Syndrome
| | Transaction to provide Oak Hill Bio with approximately $175 million in gross proceeds, including $75 million of cash in Research Alliance Corporation III’s (Nasdaq: RACC) (“RACC”) trust account that is fully backstopped by RA Capital Management and a $100 million committed private financing. |
| | Together with Oak Hill Bio’s recent $32.5 million Series A financing, the transaction is expected to provide cash runway for development of rugonersen, a potential best-in-class antisense oligonucleotide (ASO) for the treatment of Angelman syndrome, through Phase 3 readout and potential new drug application (NDA) submission in 2H2029. |
| | Current RACC Director and former Avidity Biosciences CFO Mike MacLean to remain on the Board of the combined company post-closing. |
| | Business combination expected to close by year-end 2026, and the combined company expected to trade on the Nasdaq Capital Market under the ticker symbol “OAKH”. |
Cambridge and New York (United States), July 27, 2026 – OHB Pediatrics Ltd. d/b/a Oak Hill Bio, a clinical-stage rare disease therapeutics company, and RACC, a special purpose acquisition company (SPAC) sponsored by RA Capital Management, today announced that they have entered into a definitive business combination agreement. In connection with consummation of the transaction, which is expected to close by year-end 2026 subject to customary closing conditions, RACC would redomesticate as a Delaware corporation and be renamed Oak Hill Bio, Inc., and its shares of common stock would be listed on the Nasdaq Capital Market under the ticker symbol “OAKH”.
Oak Hill Bio is developing rugonersen, an investigational ASO therapy for the treatment of Angelman syndrome, in the pivotal Phase 3 BEACON clinical trial (NCT07605429) which dosed its first patient in July 2026. Angelman syndrome is a devastating neurodevelopmental disorder affecting approximately 30,000 diagnosed patients in the U.S. and European Group of Five countries (“EU5”) with no approved disease-modifying therapies. Rugonersen was originally developed by Roche as a highly potent and specific therapy to restore neuronal UBE3A expression, acting as a potential disease modifying treatment, and was licensed by Oak Hill Bio from Roche in February 2025. Several former members of the rugonersen program have joined Oak Hill Bio to lead further development.
“We are excited to announce a business combination with Research Alliance Capital III and partnering with RA Capital,” said Josh Distler, Chief Executive Officer of Oak Hill Bio. “The resources provided by this amazing group of investors will enable us to continue to aggressively develop rugonersen. We have dosed the first patient in the Phase 3 BEACON trial and look forward to evaluating the potential of rugonersen to meaningfully impact the lives of patients living with Angelman syndrome and their families.”
“Oak Hill Bio combines compelling science, a management team with a broad range of experience, and an extremely promising rare disease asset, making for a solid foundation for continued success,” said Matthew Hammond, Partner at RA Capital and CEO and Director of RACC. “We are excited to lead this transaction and support Oak Hill Bio as the team brings rugonersen into pivotal development and towards a potential registration for a best-in-class treatment for Angelman syndrome.”
Summary of the Transaction
The proposed transaction is expected to provide Oak Hill Bio with approximately $175 million in gross proceeds before transaction expenses, including $75 million of cash in RACC’s trust account that is fully backstopped by RA Capital and a $100 million committed private financing. Of the $100 million private financing, $45 million was funded by RA Capital at signing pursuant to a SAFE investment in Oak Hill Bio, with the remaining amount expected to be funded at closing through an oversubscribed PIPE in RACC at $10.00 per share. Participants in the PIPE include Oak Hill Bio’s Series A investors, including Balyasny Asset Management, Janus Henderson Investors, KCap Biotechnology Fund, and venBio, as well as new investors ADAR1 Capital Management; Affinity Asset Advisors, LLC; Ally Bridge Group; BVF Partners, Great Point Partners, LLC, Logos Capital, SilverArc Capital, and Trails Edge Capital Partners.
Oak Hill Bio and RACC’s respective boards have unanimously approved the proposed transaction. Oak Hill Bio’s management team will lead the combined company post-combination, with Oak Hill Bio Chief Executive Officer Josh Distler serving as CEO of the combined company. Current RACC Director and former Avidity Biosciences CFO Mike MacLean to remain on the Board of the combined company post-closing. Mr. MacLean brings a proven track record of financial and operational expertise to support Oak Hill Bio’s next phase of growth.
The business combination is expected to close by year-end 2026, subject to customary closing conditions, including approval by shareholders and regulatory bodies.
Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed by RACC with the Securities and Exchange Commission (the “SEC”) and will be available at the SEC’s website at www.sec.gov.
Advisors
Leerink Partners, UBS Investment Bank, Wells Fargo Securities, and LifeSci Capital are serving as joint placement agents in connection with the PIPE financing. Leerink Partners also acted as an exclusive financial advisor to RACC. Goodwin Procter LLP is serving as legal counsel to Oak Hill Bio. Cooley LLP is serving as legal counsel to RACC. Kirkland & Ellis LLP is serving as legal counsel to the placement agents.
About Oak Hill Bio
Oak Hill Bio is a clinical-stage biotechnology company focused on acquiring and developing promising therapeutics for rare diseases with significant unmet need that have been deprioritized by pharmaceutical companies. The company’s lead program is rugonersen (OHB-724), an investigational antisense oligonucleotide (ASO) in Phase 3 clinical development as a potential best-in-class treatment for Angelman syndrome, a devastating neurodevelopmental disorder with no approved disease-modifying therapies.
Oak Hill Bio is the trading name for OHB Pediatrics Ltd. It was formed in 2024 as a subsidiary of Oak Hill Bio Holdings (formerly known as Oak Hill Bio Ltd).
About Angelman Syndrome
Angelman syndrome (AS) is a serious rare genetic neurodevelopmental disorder that causes severe mental and physical impairment and affects approximately 15,000 patients in each of the U.S. and the EU5, with an estimated incidence of 1 in 12,000 to 20,000 live births. AS is characterized by global developmental delay, intellectual disability, epilepsy (90% of cases before age 3 years) with an atypical underlying electroencephalogram (EEG), ataxia, tremor, hyperactivity, limited speech, and sleep dysregulation. Symptoms often emerge during infancy and persist throughout life. Deletions and mutations in the maternal ubiquitin protein ligase E3A (UBE3A) allele cause Angelman syndrome, due to epigenetic silencing of the paternal UBE3A allele by a long non-coding antisense RNA (UBE3A-ATS) in neurons. UBE3A is required for normal brain development and function. Failure to express UBE3A in central nervous system (CNS) neurons leads to a build-up of damaged or unwanted proteins, that if left unchecked, can paralyze normal neuronal maturation, function, and synaptic pruning.
About Rugonersen
Rugonersen is an antisense oligonucleotide (ASO) designed to address the underlying disease biology of Angelman syndrome (AS) by specifically and potently binding the UBE3A-ATS transcript. Rugonersen binding is intended to trigger degradation of the UBE3A-ATS transcript in the CNS and therefore the unsilencing of the UBE3A paternal allele. Rugonersen allows neuronal expression of the paternal wild-type copy of the UBE3A gene, potentially improving neuronal function and development in AS patients.
Rugonersen’s clinical and preclinical data are detailed in the following publications: Hipp, J.F., Bacino, C.A., Bird, L.M. et al. The UBE3A-ATS antisense oligonucleotide rugonersen in children with Angelman syndrome: a Phase 1 trial. Nat Med (2025). https://doi.org/10.1038/s41591-025-03784-7 ; Jagasia et al., Angelman syndrome patient-derived neuron screen leads to clinical ASO rugonersen targeting UBE3A-ATS with long-lasting effect in monkeys, Nucleic Acids Research (2025). https://doi.org/10.1093/nar/gkaf851
About RACC
Research Alliance Corporation III (Nasdaq: RACC) is a special purpose acquisition company incorporated 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. RACC’s sponsor is an affiliate of RA Capital Management, L.P., a leading life sciences focused investment firm. RACC is led by Matthew Hammond, Ph.D., Chief Executive Officer and director and Henry Stusnick, Chief Business Officer and Chief Operating Officer.
Additional Information About the Proposed Transaction and Where to Find It
The proposed transactions will be submitted to shareholders of RACC for their consideration. RACC intends to file a registration statement on Form S-4 with the SEC, which will include a prospectus and preliminary and definitive proxy statements to be distributed to RACC’s shareholders in connection with RACC’s solicitations of proxies from RACC’s shareholders with respect to the proposed transactions and other matters to be described in the registration statement, as well as the prospectus relating to the offer of Oak Hill Bio’s business in connection with the completion of the proposed transactions. After the registration statement has been filed and declared effective, RACC will mail a definitive proxy statement/prospectus and other relevant documents relating to the proposed transactions and other matters to be described in the registration statement to RACC’s shareholders as of a record date to be established for
voting on the proposed transactions. Before making any voting or investment decision, RACC’s shareholders, Oak Hill Bio’s shareholders, and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC by RACC in connection with the proposed transactions and other matters to be described in the registration statement, when they become available because they will contain important information about RACC, Oak Hill Bio and the proposed transactions. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed by RACC with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a written request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, New York 10020.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, express or implied statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of Oak Hill Bio’s product candidates, the size and growth potential of the markets for Oak Hill Bio’s product candidates; financing and other business milestones; potential benefits of the proposed transactions; and expectations relating to the proposed transactions. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Oak Hill Bio’s and RACC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Oak Hill Bio and RACC. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions related to SPACs) that could adversely affect the combined company or the expected
benefits of the proposed transactions; failure to realize the anticipated benefits of the proposed transactions; risks related to the approval of Oak Hill Bio’s product candidates and the timing of expected regulatory and business milestones; the impact of competitive product candidates; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against RACC or Oak Hill Bio related to the proposed transactions; the effects of competition on Oak Hill Bio’s future business; the amount of redemption requests made by RACC’s public shareholders. Additional risks related to Oak Hill Bio’s business include, but are not limited to: uncertainty regarding outcomes of Oak Hill Bio’s product development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of Oak Hill Bio’s product candidates; risks associated with Oak Hill Bio’s efforts to commercialize its product candidates; Oak Hill Bio’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing product candidates on Oak Hill Bio’s business; intellectual property-related claims; Oak Hill Bio’s ability to attract and retain qualified personnel; and Oak Hill Bio’s ability to source the raw materials for its product candidates. Additional risks related to RACC include those factors discussed in documents RACC has filed or will file with the SEC, together with the risks described in the document entitled “Risk Factors” that has been made available to interested parties concurrent with this press release and also set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in RACC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and in those documents that RACC has filed, or will file, with the SEC.
If any of these risks materialize or RACC’s or Oak Hill Bio’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RACC nor Oak Hill Bio presently know or that RACC and Oak Hill Bio currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect RACC’s and Oak Hill Bio’s expectations, plans, or forecasts of future events and views as of the date of this press release and are qualified in their entirety by reference to the cautionary statements herein. RACC and Oak Hill Bio anticipate that subsequent events and developments will cause RACC’s and Oak Hill Bio’s assessments to change. These forward-looking statements should not be relied upon as representing RACC’s and Oak Hill Bio’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither RACC, Oak Hill Bio nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law.
Participants in the Solicitation
RACC, Oak Hill Bio, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from RACC’s shareholders with respect to the proposed transactions and the other matters set forth in the registration statement. Information regarding RACC’s directors and executive officers, and a description of their interests in RACC is contained in RACC’s Prospectus dated May 19, 2026, filed with the SEC pursuant to Rule 424(b)(4), in connection with RACC’s initial public offering on the Registration Statement on Form S-1 (333-294549), which was declared effective by the SEC on May 19, 2026. Copies of these documents are available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, New York 10020. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the proposed transactions when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
This press release is not a substitute for the registration statement or for any other document that RACC and Oak Hill Bio may file with the SEC in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by RACC, without charge, at the SEC’s website located at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the proposed transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This press release is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contacts
Oak Hill Bio
Investors
John Fraunces, LifeSci Advisors
jfraunces@lifesciadvisors.com
Media
media@oakhillbio.com

Exhibit 99.2 Oak Hill Bio Investor Presentation July 2026 Private and Confidential – Not to be Retained

CORPORATE Disclaimers (1 of 3) This presentation (together with oral statements made in connection herewith this “Presentation”) is provided for informational purposes only. This Presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between OHB Pediatrics Ltd., d/b/a Oak Hill Bio (“Oak Hill Bio” or the “Company”) and Research Alliance Corporation III (“RAC III”) (such business combination, the “Proposed Business Combination”), and the related transactions, including a potential investment in the post-closing combined company (the “Proposed PIPE Investment” and, together with the Proposed Business Combination, the “Proposed Transactions”), and for no other purpose. By accepting, reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. The proposed terms of the Proposed Transactions reflected in the Presentation are indicative, non-binding, and proposed by Oak Hill Bio and RAC III. Any and all terms remain subject to further discussion, negotiation, and change. This Presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, or a recommendation to purchase, any securities, in any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Proposed Business Combination or any related transactions, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. This Presentation does not constitute either advice or a recommendation regarding any securities. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any securities commission of any other U.S. or non-U.S. jurisdiction has approved or disapproved of the securities or of the Proposed Business Combination contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense. Any offering of securities in the Proposed PIPE Investment will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be offered as a private placement to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act and “Institutional Accounts” as defined in FINRA Rule 4512(c). Accordingly, the securities remain restricted securities unless an exemption from the registration requirements of the Securities Act is available. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the securities acquired in the Proposed PIPE Investment may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Any offer to sell securities will only be made pursuant to a definitive subscription agreement, and Oak Hill Bio and RAC III reserve the right to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason. This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of RAC III and Oak Hill Bio and is intended for the recipient hereof only. By accepting this Presentation, you acknowledge and agree that all of the information contained herein or disclosed orally in connection with this Presentation is confidential, that you will not distribute, disclose and use such information for any purpose other than for the purpose of your firm’s participation in the Proposed PIPE Investment, that you will not distribute, disclose or use such information in any way detrimental to Oak Hill Bio or RAC III, and that you will return to Oak Hill Bio and RAC III, delete or destroy this Presentation upon request. No representations or warranties, express or implied are given in, or in respect of, this Presentation or with respect to the accuracy, completeness or reliability of the information contained in this Presentation. To the fullest extent permitted by law, in no circumstances will RAC III, Oak Hill Bio, any bank serving as a placement agent in the Proposed PIPE Investment (“Placement Agents”) or any of their respective subsidiaries, security holders, affiliates, representatives, partners, directors, officers, employees, advisers, or agents be responsible or liable for any direct, indirect, or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Oak Hill Bio’s forward-looking statements related to the success, cost and timing of product candidate development activities, including timing of initiation, completion and data readouts for clinical trials and the potential approval of its product candidates, and the size and growth potential of the markets for Oak Hill Bio’s product candidates are based upon but not limited to third-party research and Oak Hill Bio’s experience in the industry. In addition, this Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Oak Hill Bio or the Proposed Transactions. Viewers of this Presentation should each make their own evaluation of Oak Hill Bio and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Nothing herein should be construed as legal, financial tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing contained herein shall be deemed advice or a recommendation to any party to enter into any transaction or take any course of action. You are also reminded that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from Oak Hill Bio from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. Private and Confidential – Not to be Retained Oak Hill Bio 2

CORPORATE Disclaimers (2 of 3) Participants in the Solicitation In connection with the Proposed Business Combination, RAC III and Oak Hill Bio intend to prepare and file with the SEC a registration statement containing a preliminary proxy statement of RAC III and a preliminary prospectus with respect to securities to be offered in the Proposed Business Combination. After the registration statement is declared effective, RAC III will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its shareholders as of a record date to be established for voting on the Proposed Business Combination. Shareholders and other interested persons are urged to read these documents and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain important information about RAC III, Oak Hill Bio and the Proposed Business Combination. Shareholders will also be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, NY 10020. RAC III, Oak Hill Bio, and their respective directors and executive officers may be deemed to be participants in the solicitations of proxies from RAC III’s shareholders with respect to the Proposed Business Combination and the other matters set forth in the registration statement. Information regarding RAC III’s directors and executive officers, and a description of their interests in RAC III is contained in RAC III’s Annual Report on Form 10-K which was filed with the SEC and is available free of charge at the SEC’s website located at www.sec.gov, or by directing a request to Research Alliance Corporation III, 600 Fifth Avenue, 23rd Floor, New York, NY 10020. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available. This Presentation is not a substitute for the registration statement or for any other document that RAC III and Oak Hill Bio may file with the SEC in connection with the Proposed Business Combination. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of other documents filed with the SEC by RAC III, without charge, at the SEC’s website located at www.sec.gov. Forward Looking Statements Certain statements included in this Presentation that are not historical facts are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity; expectations and timing related to the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials (including BEACON, the rugonersen Phase 3 trial) and the potential approval of Oak Hill Bio’s product candidates, the size and growth potential of the markets for Oak Hill Bio’s product candidates; financing and other business milestones; potential benefits of the Proposed Transactions; and expectations relating to the Proposed Transactions, including the use of proceeds of the Proposed PIPE Investment and Oak Hill Bio’s expected cash runway. These statements are based on various assumptions, whether or not identified in this Presentation, and on the current expectations of Oak Hill Bio’s and RAC III’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of factor probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Oak Hill Bio and RAC III. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely enter into definitive agreements with respect to the Proposed Transactions or consummate the Proposed Transactions, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any SEC statements or enforcements or other actions relating to SPACs) that could adversely affect the combined company or the expected benefits of the Proposed Transactions, or the risk that the approval of the stockholders of RAC III or Oak Hill Bio is not obtained; failure to realize the anticipated benefits of the Proposed Transactions; matters discovered by RAC III or Oak Hill Bio as they complete their respective due diligence investigations of each other; risks related to the approval of Oak Hill Bio’s product candidates, including rugonersen, and the timing of expected regulatory and business milestones; ability to negotiate definitive contractual arrangements with potential customers and partners; the impact of competitive products and programs; ability to obtain sufficient supply of materials; ability to obtain additional financing; ability to attract and retain qualified personnel; global economic and political conditions; legal and regulatory changes; the outcome of any legal proceedings that may be instituted against RAC III or Oak Hill Bio related to the Proposed Business Combination; the effects of competition on Oak Hill Bio’s future business; the amount of redemption requests made by RAC III’s public shareholders; and those factors discussed in documents RAC III has filed or will file with the SEC, together with the risks described in the document entitled “Risk Factors” that has been made available to interested parties concurrent with this Presentation and also set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in RAC III’s prospectus dated May 19, 2026 relating to its initial public offering, and in those documents that RAC III has filed, or will file, with the SEC. Additional risks are described at the end of this Presentation under “Risk Factors.” Private and Confidential – Not to be Retained Oak Hill Bio 3

CORPORATE Disclaimers (3 of 3) If any of these risks materialize or RAC III’s or Oak Hill Bio’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither RAC III nor Oak Hill Bio presently know or that RAC III and Oak Hill Bio currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect RAC III’s and Oak Hill Bio’s expectations, plans, or forecasts of future events and views as of the date of this Presentation and are qualified in their entirety by reference to the cautionary statements herein. RAC III and Oak Hill Bio anticipate that subsequent events and developments will cause RAC III’s and Oak Hill Bio’s assessments to change. These forward-looking statements should not be relied upon as representing RAC III’s and Oak Hill Bio’s assessments as of any date subsequent to the date of this Presentation. Accordingly, undue reliance should not be placed upon the forward-looking statements. Neither RAC III, Oak Hill Bio nor any of their respective affiliates undertake any obligation to update these forward-looking statements, except as required by law. Images This Presentation includes images and diagrams of biological mechanisms, cellular reactions, and physiological processes related to Angelman syndrome and Oak Hill Bio’s product candidates. All such images and diagrams are for illustrative purposes only. Such images and diagrams should not be relied upon or construed by investors as an indication or assurance that such biological reactions or therapeutic outcomes have already taken place or will take place in the future. Market Data and Other Information This Presentation discusses market trends that Oak Hill Bio’s leadership team believes will impact the development and success of Oak Hill Bio based on its understanding of the market. The information contained herein is being presented by RAC III and Oak Hill Bio and not prepared nor independently verified by the Placement Agents. Certain information contained in this Presentation relates to or is based on third-party studies, publications, surveys and RAC III and Oak Hill Bio’s own internal estimates and research, which are derived from the respective views of internal sources as well as independent sources. None of Oak Hill Bio or RAC III has independently verified the data obtained from third-party sources and cannot assure you of the reasonableness of any assumptions used by these sources or the data’s accuracy or completeness. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while RAC III and Oak Hill Bio believe their internal research is reliable and included this in good faith, such research has not been verified by any independent source and RAC III and Oak Hill Bio cannot guarantee and make no representation or warranty, express or implied, as to its accuracy and completeness. This Presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with RAC III and Oak Hill Bio. Neither RAC III nor Oak Hill Bio assume any obligation whatsoever to update the information in this Presentation. Trademarks This Presentation Contains trademarks, service marks, trade names, and copyrights of RAC III, Oak Hill Bio, and other companies which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade name or products in this Presentation is not intended to, and does not imply, a relationship with RAC III or Oak Hill Bio, an endorsement or sponsorship by or of RAC III or Oak Hill Bio or a guarantee that RAC III or Oak Hill Bio will work or will continue to work with such third parties. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear with the TM, SM, ® or © symbols, but such references are not intended to indicate, in any way, that RAC III or Oak Hill Bio will not assert, to the fullest extent permitted under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Private and Confidential – Not to be Retained Oak Hill Bio 4

Oak Hill Bio overview Rare disease biotech focused on finding and developing promising drugs deprioritized by pharma Our Key Criterion for Drug Identification Higher Probability of Success Clearer Path to Approval Higher Return on Investment Compelling preclinical and Single trial with established Attractive license terms, limited clinical data supporting well- endpoints development cost, and attractive established mechanism end market Our Lead Drug Candidate: Rugonersen • Rugonersen is a potential best-in-class Phase 3 antisense oligonucleotide (ASO) in development for Angelman syndrome (AS) • Licensed from Roche in Feb 2025 • Several former members of the rugonersen program have joined OHB to lead further development • The proposed business combination and concurrent financing is expected to fund rugonersen through NDA filing in 2H 2029 Building a unique rare disease therapeutics platform Confidential – Not to be Conf Reta ide ine nti d al | 5 CORPORATE

Transaction Overview Pro Forma Valuation & Ownership (In Millions, Except per Share Values) Transaction Overview Illustrative Pro Forma Valuation (9) • Research Alliance Corporation III to combine with Oak Hill Bio (OHB) at $160 million pre- Share Price $10.00 (1) (10) money equity value Pro Forma Shares Outstanding 35.279 • In connection with the transaction, OHB to raise $100 million of financing, including $45 million Equity Value $353 (2) from the RACC Sponsor, RA Capital Plus: Debt – • Any redemptions from the RACC Trust Account will be backstopped on a dollar-for-dollar basis Less: Pro Forma Cash (160) by the RACC Sponsor, RA Capital Enterprise Value $193 • Combined company to be called Oak Hill Bio Inc, and trade on Nasdaq under the ticker OAKH • Placement agents: Leerink Partners, UBS, Wells Fargo, LifeSci Capital (10) Pro Forma Ownership (Assuming No Redemptions) Components of Pro Forma Equity Value Pro Forma Cash Summary 5% (1) (6) OHB Rollover Equity Target Rollover Equity $160 Estimated OHB Cash at Close ($2) (3) (2) 29% RACC Sponsor Equity 16 Cash from PIPE Financing 100 RACC Public Shareholders (4) (7) 45% RACC Public Shareholder Equity 75 RACC Cash at Close 77 PIPE Purchaser Equity (8) (5) PIPE Purchaser Equity 102 Estimated Transaction Expenses (15) RACC Sponsor Equity 21% Total Equity Value $353 Total $160 1. Pre-money equity value of $160 million represents OHB’s fully diluted equity value, inclusive of Roche’s equity interest granted in conjunction with OHB’s licensing of rugonersen. 2. Includes proceeds from the RACC Sponsor’s $45 million SAFE financing received at announcement of the transaction and $55 million from the PIPE financing concurrent with the closing of the transaction, both priced at $10.00 per share. 3. Includes 1.324 million RACC founder shares and 275,000 RACC private placement shares purchased concurrently with the RACC IPO at $10.00 per share. 4. Reflects 7.500 million shares held by public RACC shareholders. The RACC Sponsor has agreed to backstop potential redemptions from the RACC Trust Account by purchasing up to $75 million of RACC Class A ordinary shares, or, at its election, pre-funded warrants exercisable for RACC Class A ordinary shares, at $10.00 per share on a dollar-for-dollar basis. 5. Includes 4.500 million shares held by the RACC Sponsor that converted into shares of the combined company upon closing of the transaction, including 180,000 shares issued in respect of estimated PIK interest on the SAFE financing accrued at 8.00% per annum until closing, and 5.500 million shares issued in connection with the PIPE financing concurrent with the transaction closing. 6. OHB estimated cash at close, assuming a 12/31/26 close date, which excludes proceeds received from the SAFE financing. 7. Reflects $75 million held in the RACC Trust Account as of May 31, 2026, and $2 million of interest earned on funds held in RACC’s trust account at a rate of 3.75% per annum, assuming no redemptions. The actual amount of cash in the RACC Trust Account is subject to change depending on actual interest earned. The RACC Sponsor has agreed to backstop potential redemptions from the RACC Trust Account by purchasing up to $75 million of RACC Class A ordinary shares, or, at its election, pre-funded warrants exercisable for RACC Class A ordinary shares, at $10.00 per share on a dollar-for-dollar basis. 8. Transaction fees include deferred underwriting fee, PIPE placement agent fee, and estimated expenses, including legal and accounting fees. 9. Share price is illustrative. To equal the estimated RACC redemption price at closing. 10. Share count includes 16.000 million OHB rollover equity shares, 7.500 million RACC shares held by RACC public shareholders, 1.899 million shares held by the RACC Sponsor prior to the merger close, 4.680 million shares issued to the RACC Sponsor upon conversion of the $45 million SAFE financing, plus estimated PIK interest at closing, and 5.500 million shares issued in the concurrent PIPE financing. Excludes increase of unallocated ESOP to 15% of combined company. Confidential – Not to be Conf Reta ide ine nti d al | 6 CORPORATE

Oak Hill Bio management team Experienced investors, rare disease drug developers, and veteran rugonersen program leaders Josh Distler, JD Brenda Vincenzi, MD Sharon Morriss, PhD Ike Greenstein, MBA (1) Chief Executive Officer Chief Medical Officer Chief Operating Officer Chief Financial Officer • Former COO of Global Private Investing at • Former Global Development Leader for • Former SVP, Clinical Development at Lung • Finance and Investment Expertise • Senior Equity Analyst at Athanor Capital D.E. Shaw & Co rugonersen at Roche Therapeutics • Former Board member at Schrödinger • Executive Medical Director at Uniqure • Former SVP, Clinical Development Operations at Apellis Pharmaceuticals • Former COO of Attenuon, LLC + additional key members of ex-Roche program team leading rugonersen development 1. Ike Greenstein is expected to be appointed Chief Financial Officer in connection with the proposed transaction. He is currently Chief Business Officer. Confidential – Not to be Conf Reta ide ine nti d al | 7 CORPORATE

Rugonersen Potential best-in-class antisense oligonucleotide for Angelman syndrome ~30,000 Targeting core of Supported by Highly potent well-understood broad data compound diagnosed biology package patients Strong preclinical and Consistent results In U.S. and EU5 for potential first clinical biodistribution, showing potentially requiring lifetime disease-modifying biomarker and differentiated profile care therapy functional outcome data Confidential – Not to be Retained | Oak Hill Bio 8

Rugonersen targets well-understood biology of Angelman syndrome, a devastating neurodevelopmental disorder Large unmet need and … whose biology is addressed by …with broad preclinical data showing devastating disease… rugonersen… that restoration of UBE3A improves functional outcomes • Incidence: ~1 in 12,000-20,000 births; • UBE3A is paternally silenced in neurons ~30,000 diagnosed patients in US and EU5 • Recovery demonstrated in shift towards wild type • Lack of UBE3A protein from deletion or (below) • Severe mental and physical impairments mutation of maternal UBE3A gene causes requiring lifetime care Angelman syndrome • No disease modifying treatments; estimated • Rugonersen, an ASO, unsilences paternal $4-5 billion market opportunity allele which leads to expression of UBE3A “Normal” phenotype Angelman syndrome With rugonersen Source: Meng et al, Nature (2014); Silva-Santos et al, Journal of Clinical Investigation (2015); Rotaru et al, Journal of Neuroscience (2018) Confidential – Not to be Retained | 9 RUGONERSEN

Rugonersen potently restored UBE3A expression in primates; GTX-102 (Ultragenyx) had modest effects Rugonersen durably induced full paternal allele GTX-102 induced short-term, partial paternal allele production of UBE3A protein in primates production of UBE3A protein in primates Rugonersen GTX-102 UBE3A protein expression UBE3A protein expression 41% ~100% increase increase 15mg NHP dosage 24mg (GTX-102) NHP dosage (3x 5mg Q2W) Approximate human equivalent 2x Approximate human equivalent Phase 3 dosage 10.7-11.8x Phase 3 dose Phase 3 dosage 120mg Phase 3 dosage 14mg Duration of response Duration of response 85 days 7 days (time after last dose) (time after last dose) Full paternal • GTX-102 produced a 41% allele production increase after multiple doses Baseline maternal • Ionis could not perform similar allele production non-human primate experiments as their compound does not cross react with the NHP sequence • Single IT dose (24mg) resulted in durable effects: nearly complete ATS knockdown, mRNA increase, and protein increase from 100% to 200% (in WT animal, equivalent to 0% to 100% protein in an animal with AS) Note: Not a head-to-head study. Presentation describes results from two published preclinical studies. Sources: Jagasia et al. Nucleic Acids Research (2025). https://academic.oup.com/nar/article/53/16/gkaf851/8244593; Dindot, S. V. et al. Science Translational Medicine (2023) Confidential – Not to be Retained | 10 – NHP scaling for human equivalent dose: 10-11x RUGONERSEN

Rugonersen most potently restored UBE3A in vitro and in vivo versus other Phase 3 ASOs in development for Angelman syndrome In Vitro In Vivo Head-to-head comparison using neurons differentiated from iPSCs Transgenic mouse incorporates 70kb human UBE3A-ATS that covers isolated from an Angelman patient binding site for all Phase 3 ASOs Rugonersen Induction of was 20-100 UBE3A protein fold more with rugonersen potent at achieved 70% inducing UBE3A 50% Induction protein GTX-102 ION582 Rugonersen • Similar in vitro and in vivo potency data generated by independent • GTX-102 was dose limited to 75ug and gave minimal induction of UBE3A academic group mRNA or protein at clinically-relevant dose, despite reducing ATS • Rugonersen most potently knocks down ATS. Those benefits • ION582 dose was increased to 675ug due to lower potency of 2’MOE compound to 20-100 fold potency advantage for protein induction, backbone, but 75ug dose of rugonersen outperformed 675ug of Ionis setting rugonersen up for substantial outperformance We believe rugonersen is the most potent ASO in Phase 3 development for Angelman syndrome Source: Internal data from a head-to-head study conducted by Roche. Confidential – Not to be Retained | 11 RUGONERSEN

TANGELO Phase 1 trial supports disease modifying potential and direct entry to Phase 3 Population Children with Angelman Syndrome age 1-12 years Operational 12 sites in US, Italy, Spain, Netherlands Open label, adaptive, N=61, Multiple Ascending Dose (MAD), Design Bridging Dose (BD), Long-Term Extension (LTE) Optional Open-label Extension (OOE) Objectives Safety / tolerability, PK A cohort: 5-12 years old B cohort: 1-4 years old PD and efficacy, including: EEG -power & functional Exploratory outcomes like Bayley (BSID), Vineland TANGELO yielded positive findings on safety and efficacy Note: Phase 1 study conducted by Roche; PK = Pharmacokinetic; PD = Pharmacodynamic; EEG = Electroencephalography Source: https://clinicaltrials.gov/study/NCT04428281. Roche sponsored the TANGELO trial and led the publication of the data. Hipp J et al. Nature Medicine (2025). Confidential – Not to be Retained | 12 RUGONERSEN

EEG -power is a key biomarker correlated with clinical outcomes in individuals with Angelman syndrome EEG -power is elevated in AS patients… …and is the leading biomarker to predict clinical outcomes Characteristic EEG phenotype EEG -power correlates with symptom severity ▪ Worse EEG phenotype correlates with poorer clinical scores ▪ Excess EEG -power (~2-4 Hz) in all AS as measured by BSID (rugonersen primary endpoint); genotypes reflects impaired brain function ▪ Both cross-sectional and longitudinal correlations ▪ Robust (reproduced in different datasets / high test-retest reliability); high effect size (corrected for aging; longitudinal correlations on timescale >>1 year) that persists across age ▪ reproduced by two groups independently (MGH/Harvard; ▪ Regarded as key candidate biomarker for Roche) clinical development by research community Sources: Hipp, J. Et al Electrophysiological Abnormalities in Angelman Syndrome Correlate With Symptom Severity. Biological Psychiatry Global Open Science (2021); Ostrowski, L. M. et al. Delta power robustly predicts cognitive function in Angelman syndrome. Annals of Clinical and Translational Neurology 8, 1433–1445 (2021). Confidential – Not to be Retained | 13 RUGONERSEN

Rugonersen reduced EEG -power in the TANGELO clinical study Rugonersen reduced EEG - …in a dose-dependent …but effect wore off after power after only 2-3 doses… manner… dosing stopped “ U s i n g t h e N H d a t a d e r i v e d s l o p e b e t we e n E E G - p o we r a n d B S I D , we c o n v e r t e d E E G - p o we r c h a n g e s o b s e r v e d wi t h i n t h i s s t u d y t o c h a n g e s i n B S I D s c o r e s … T h e m a g n i t u d e o f • EEG shows significant improvement even by day 100 t h e s e e s t i m a t e s f o r t h e l a r g e s t E E G - p o we r c h a n g e s i n t h e MA D i s a b o v e • Greater cumulative dose was associated with greater reductions in EEG δ-power wh a t we e s t i m a t e d t o b e a m i n i m a l c l i n i c a l l y i m p o r t a n t g r o u p d i f f e r e n c e ” – H i p p e t a l , N a t u r e M e d i c i n e 2025 • Effect weaker at Day 224 (~6 months from last dose in MAD) vs. Day 100 (1.5 months) likely due to wearing off Sources: Hipp, J. Et al Electrophysiological Abnormalities in Angelman Syndrome Correlate With Symptom Severity. Biological Psychiatry Global Open Science (2021); Ostrowski, L. M. et al. Delta power robustly predicts cognitive function in Angelman syndrome. Annals of Clinical and Translational Neurology 8, 1433–1445 (2021). Hipp J et al. Nature Medicine (2025) Confidential – Not to be Retained | 14 RUGONERSEN

Rugonersen demonstrated improvement in clinical scales in the multiple ascending dose (MAD) portion • In TANGELO, rugonersen delivered improvement, beyond that expected based on natural history, in 9 out of 10 BSID (v3) and VABS domains • Same domains on BSID (v4) will be used for approval and are considered key metrics of improvement for AS patients • Across all doses, the MAD demonstrated strong results particularly on cognition and communication, which are considered most important to caregivers • Primary endpoint for Phase 3 is cognition and/or expressive communication, the two primaries used by Ionis and Ultragenyx Phase 3 Primaries Note: LS means; linear models for each time-point: y∆NHT~1+y∆NHBln, with y being the clinical scale of interest, y∆NH being the deviation from the natural history model prediction matched for age and genotype, and T and Bln indicating the timepoint of interest (day 100, 224) and the pre-treatment baseline. All covariates were mean centered. Confidential – Not to be Retained | 15 Source: Hipp J et al. Nature Medicine (2025) RUGONERSEN

Rugonersen demonstrated improvement in clinical scales in long-term extension (LTE) portion of the TANGELO study Vineland Adaptive Behavior Scales Bayley Scales of Infant and Toddler – Third edition (VABS-III) Development – Third edition (BSID-III) Phase 3 Primaries • Including all LTE patients and dose levels, rugonersen delivered improvements above natural history expectation in 10 out of 10 domains • Consistent efficacy shown on Bayley and Vineland, especially Cognition and Expressive Communication • Results may be more pronounced in Phase 3 due to: shortening dose interval, testing endpoints at peak activity rather than after significant wearing off, eliminating dose interruptions, and using Bayley-4 endpoints which are more sensitive to change Note: LS means; linear models for each time-point: y∆NHT~1+y∆NHBln, with y being the clinical scale of interest, y∆NH being the deviation from the natural history model prediction matched for age and genotype, and T and Bln indicating the timepoint of interest and the pre-treatment baseline. All covariates were mean centered. Confidential – Not to be Retained | 16 Source: Hipp J et al. Nature Medicine (2025) RUGONERSEN

Phase 3 trial design 56wk Primary: BSID-4 Raw Cognition or Expressive Communication 120mg Q12W Sham-controlled trial N=165, ages 1-50 Open Label Extension 0w 12w 24w 36w 48w 56w Primary analysis: N=135, ages 1-17 Sham A global, sham-controlled, 1:1 randomized, double-blind study evaluating rugonersen First patient dosed: July 2026 • Deletion and mutation genotypes • Stratification by deletion/mutation, age Topline data: Early 2029 Primary outcome measure: Improvement in BSID-4 Raw Cognition or Expressive Communication 17 Confidential – Not to be Retained | 17 RUGONERSEN DESIGN MILESTONES

Large market potential, supported by analyst research • Sell-side forecasts for Angelman syndrome reinforce multi- Select Rare Disease Benchmarks billion-dollar market potential Est. Market Notable Indication Prevalence • Chronic treatment, high disease severity, and high expected (2) (4) Opportunity Acquisitions propensity to prescribe support large opportunity; increased testing and earlier diagnosis can increase opportunity over time Prader-Willi ~9k (U.S.); Neurocrine / >$2bn Syndrome ~25k (MM) Soleno: $2.9bn • Comparable rare disease markets show multi-billion-dollar revenue potential, strategic value and room for multiple winners Friedreich's ~5k (U.S.); Biogen / >$1bn Ataxia ~15-25k (MM) Reata: $7.5bn Attractive Underlying Market Category Value UCB / Dravet ~13-16k (U.S.); ~$4bn Estimated ~15k U.S., ~15k EU5 (~60-100k in key Zogenix: up to Syndrome ~38k (MM) Prevalence markets) ~$1.9bn Estimated Market ~$4-5bn (1) Opportunity Spinal Muscular ~10k (U.S.); Novartis / Lifetime treatment; heavily concentrated in (3) ~$5bn Other Atrophy ~20k (MM) AveXis: ~$8.7bn centers of excellence (1) Market opportunity in U.S. and EU markets (2) Represents 2025 to 2030E product revenue. (3) Represents FY 2025 product revenue for Biogen’s Spinraza ($1.5bn), Roche’s Evrysdi ($2.2bn), and Novartis’ Zolgensma ($1.2bn) (4) Acquisition amounts represent total equity value Note: MM indicates major markets in the U.S. and EU Confidential – Not to be Retained | 18 Sources: Company websites and press releases; academic journals, select equity research reports RUGONERSEN

Rugonersen Potential best-in-class antisense oligonucleotide for Angelman syndrome ~30,000 Targeting core of Supported by Highly potent well-understood broad data compound diagnosed biology package patients Strong preclinical and Consistent results In U.S. and EU5 for potential first clinical biodistribution, showing potentially requiring lifetime disease-modifying biomarker and differentiated profile care therapy functional outcome data Confidential – Not to be Retained | Oak Hill Bio 19

CORPORATE Risk Factors (1 of 7) Certain factors may have a material adverse effect on our business, financial condition and results of operations. The risks and uncertainties described below are not the only ones we and the post-business combination public company will face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be adversely affected. In that event, you could lose all or part of your investment. All references in this section to “we”, “our” or “us” refer both to the business of OHB Pediatrics Ltd (“Oak Hill Bio”) prior to the consummation of the proposed business combination and to the business of the post-business combination public company and its subsidiaries, as applicable. The list below has been prepared solely for the purpose of the private placement transaction, and solely for potential private placement investors, and not for any other purpose. Accordingly, the list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Oak Hill Bio and Research Alliance Corporation III (“RAC III”) or otherwise with respect to Oak Hill Bio and RAC III, with the Securities and Exchange Commission (the “SEC”), including the documents filed or furnished in connection with the proposed transactions between Oak Hill Bio and RAC III. The risks presented in such filings may differ significantly from and be more extensive than those presented below. Risks Related to Oak Hill Bio’s Financial Position and Need for Additional Capital • Oak Hill Bio is substantially dependent on the success of rugonersen, its current sole product candidate. If Oak Hill Bio is unable to complete development of, obtain approval for and commercialize rugonersen or any future product candidate it may develop in a timely manner or at all, its business will be harmed. • Oak Hill Bio has incurred significant losses since inception, has no products approved for sale, only has one product candidate and expects to incur losses for the foreseeable future. • To become and remain profitable, Oak Hill Bio must succeed in identifying, acquiring, developing, and obtaining the necessary regulatory approvals for products or product candidates that generate significant revenue, either through commercialization or out licensing. • Oak Hill Bio will need substantial additional funding to advance its current and future product candidates, including rugonersen. If Oak Hill Bio is unable to obtain substantial additional funding when needed, it could be forced to delay, scale back or discontinue its product development programs or future commercialization efforts. • Oak Hill Bio’s limited operating history may make it difficult for you to evaluate the success of Oak Hill Bio’s business to date and to assess Oak Hill Bio’s future viability. Risks Related to Oak Hill Bio’s Discovery, Development, Preclinical and Clinical Testing • If Oak Hill Bio is unable to advance rugonersen or any other product candidates through preclinical studies and clinical trials, obtain marketing approval and ultimately commercialize them, or experiences significant delays in doing so, Oak Hill Bio’s business will be materially harmed. • Oak Hill Bio’s ability to complete clinical trials may be adversely impacted if it experiences delays or difficulties in the enrollment of patients in clinical trials. • Oak Hill Bio may not be successful in its efforts to identify, discover or develop potential product candidates. • Drug development is a lengthy and expensive process, and preclinical and clinical testing is uncertain as to the outcome. Oak Hill Bio may encounter substantial delays in the commencement, enrollment or completion of its clinical trials and may never advance to clinical trials, or it may fail to demonstrate safety and effectiveness to the satisfaction of applicable regulatory authorities, which could prevent it from advancing or commercializing its product candidates on a timely basis, if at all. • The outcome of preclinical studies and earlier-stage clinical trials may not be predictive of future results or the success of later preclinical studies and clinical trials. • Interim, initial, “topline” and preliminary data from Oak Hill Bio’s preclinical studies or clinical trials that Oak Hill Bio announces or publishes from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. • If rugonersen or any of Oak Hill Bio’s future product candidates cause undesirable side effects or have other unexpected adverse properties, such side effects or properties could delay or prevent the initiation or completion of clinical trials, preclude or delay regulatory approval, limit the commercial potential of such candidate or result in significant negative consequences following any potential marketing approval. • Oak Hill Bio may expend its limited resources to pursue a particular program, product candidate or indication and fail to capitalize on programs, product candidates or indications that may be more profitable or for which there is a greater likelihood of success. • The increasing use of social media platforms presents new risks and challenges. • Clinical trial and product liability lawsuits against Oak Hill Bio could divert Oak Hill Bio’s resources, cause Oak Hill Bio to incur substantial liabilities and limit commercialization of Oak Hill Bio’s product candidates. • Oak Hill Bio may conduct certain clinical trials for its product candidates outside of the United States. However, the FDA and comparable foreign regulatory authorities may not accept data from such trials, in which case Oak Hill Bio’s development plans will be delayed, which could materially harm Oak Hill Bio’s business. Private and Confidential – Not to be Retained Oak Hill Bio 20

CORPORATE Risk Factors (2 of 7) Risks Related to Oak Hill Bio’s Dependence on Third Parties • Oak Hill Bio relies, and expects to continue to rely, on third parties to conduct some or all aspects of Oak Hill Bio’s product manufacturing, research and preclinical and clinical testing, and these third parties may not perform satisfactorily. If Oak Hill Bio needs to replace one or more of these third parties, its development plans may be significantly delayed and it may expend more funds than currently planned. • Oak Hill Bio currently depends on a small number of third-party suppliers to supply the product candidates that it is evaluating in its research and development programs. The loss of these or future third-party suppliers, or their inability to provide Oak Hill Bio with sufficient supply, could harm Oak Hill Bio’s business. • Oak Hill Bio is dependent on single-source suppliers for some of the components and materials used in its product candidates. • Oak Hill Bio currently intends to commercialize rugonersen independently, if approved, although it may seek to establish collaborations with third parties for commercialization in certain geographies or indications. Oak Hill Bio has no experience as a company in commercializing products, and there can be no assurance that it will be able to do so successfully. • Oak Hill Bio may enter into collaborations with third parties for the research, development and commercialization of certain of its product candidates. If any such collaborations are not successful, Oak Hill Bio may not be able to capitalize on the market potential of those product candidates. • If conflicts arise between Oak Hill Bio and its potential collaborators, these parties may act in a manner adverse to Oak Hill Bio and could limit its ability to implement its strategies. • Oak Hill Bio is dependent on third-party vendors to provide certain licenses, products and services, and its business and operations, including clinical trials, could be disrupted by any problems with its significant third-party vendors. Risks Related to Oak Hill Bio’s Regulatory Approval and Other Regulatory and Legal Compliance Matters • Oak Hill Bio has not yet completed any clinical trials and may be unable to do so for rugonersen or any future product candidates. • Even if Oak Hill Bio completes the necessary preclinical studies and clinical trials, the marketing approval process is expensive, time-consuming and uncertain and may prevent Oak Hill Bio from obtaining approvals for the commercialization of its product candidates. If Oak Hill Bio is not able to obtain, or if there are delays in obtaining, required regulatory approvals, Oak Hill Bio will not be able to commercialize, or will be delayed in commercializing, its product candidates, and its ability to generate revenue will be materially impaired. • Obtaining and maintaining marketing approval or commercialization of Oak Hill Bio’s product candidates in the United States does not mean that Oak Hill Bio will be successful in obtaining marketing approval of its product candidates in other jurisdictions. Failure to obtain marketing approval in foreign jurisdictions would prevent Oak Hill Bio’s product candidates from being marketed in such jurisdictions, which, in turn, would materially impair Oak Hill Bio’s ability to generate revenue. • Oak Hill Bio may seek one or more designations or expedited programs for one or more of its product candidates, but it might not receive such designations or be allowed to proceed on expedited program pathways, and even if it does and proceeds on such expedited program pathways in the future, such designations or expedited programs may not lead to a faster development or regulatory review or approval process, and each designation does not increase the likelihood that any of Oak Hill Bio’s product candidates will receive marketing approval in the United States. • Oak Hill Bio has obtained orphan drug designation for rugonersen and may pursue a similar strategy for future product candidates, and it may not be able to obtain such designation or obtain or maintain the benefits of such designation including orphan drug exclusivity, and even if it does, that exclusivity may not prevent regulatory authorities from approving other competing products. • A marketing application for a product candidate with rare pediatric disease designation, or RPDD, if approved, may not meet the eligibility criteria for a Priority Review Voucher, or PRV, or the RPDD program may sunset before the FDA is able to consider eligibility for a voucher. • Oak Hill Bio may also in the future seek approval from the FDA or comparable foreign regulatory authorities for its current or future product candidates, where applicable, under the accelerated approval pathways. Oak Hill Bio may fail to obtain approval under such accelerated approval pathways. Moreover, these pathways may not lead to a faster development, regulatory review or approval process and do not increase the likelihood that Oak Hill Bio’s product candidates will receive marketing approval. • Even if Oak Hill Bio receives regulatory approval for any of its product candidates, it will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, Oak Hill Bio’s product candidates, if approved, could be subject to post-market study requirements, marketing and labeling restrictions, and even recall or market withdrawal if unanticipated safety issues are discovered following approval. In addition, Oak Hill Bio may be subject to penalties or other enforcement action if Oak Hill Bio fails to comply with regulatory requirements. • Any product candidate for which Oak Hill Bio obtains marketing approval will be subject to restrictions, such as the laws and regulations prohibiting the promotion of off-label uses, or may need to be withdrawn from the market, and Oak Hill Bio may be subject to substantial penalties if it fails to comply with regulatory requirements or if it experiences unanticipated problems with its medicines, when and if any of them are approved. • Oak Hill Bio and its contract manufacturers are subject to significant regulation. The manufacturing facilities on which Oak Hill Bio rely may not continue to meet regulatory requirements, which could materially harm Oak Hill Bio’s business. Private and Confidential – Not to be Retained Oak Hill Bio 21

CORPORATE Risk Factors (3 of 7) Risks Related to Oak Hill Bio’s Regulatory Approval and Other Regulatory and Legal Compliance Matters (cont.) • If Oak Hill Bio or any contract manufacturers and suppliers Oak Hill Bio engages fail to comply with environmental, health, and safety laws and regulations, Oak Hill Bio could become subject to fines or penalties or incur significant costs. • Shutdowns or disruptions at the FDA and other government agencies caused by funding shortages or global health concerns could hinder their ability to hire, retain or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved or commercialized in a timely manner or at all, which could negatively impact Oak Hill Bio’s business. • Oak Hill Bio’s relationships with healthcare providers, physicians and third-party payors will be subject to applicable anti-kickback, fraud and abuse, and other healthcare laws and regulations, which could expose Oak Hill Bio to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings. • Healthcare legislative reform discourse and potential or enacted measures may increase the difficulty and cost for Oak Hill Bio and any future collaborators to obtain marketing approval of and commercialize its product candidates and affect the prices it or they may obtain. • Oak Hill Bio’s service providers, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading. • Laws and regulations governing any international operations Oak Hill Bio may have in the future may preclude it from developing, manufacturing and selling certain product candidates outside of the United States and require it to develop and implement costly compliance programs. • Oak Hill Bio is subject to stringent data protection, privacy, and security laws, regulations, standards and contractual obligations and actual or perceived failure to comply with such requirements could have a material adverse effect on Oak Hill Bio’s business, financial condition, results of operations or prospects. • Oak Hill Bio’s use of new and evolving technologies, such as artificial intelligence, may present risks and challenges that can impact its business, including by posing cybersecurity and other risks to its confidential and/or proprietary information, including personal information, and as a result Oak Hill Bio may be exposed to reputational harm and liability. • If any of Oak Hill Bio’s product candidates obtains regulatory approval and does not receive appropriate periods of non-patent exclusivity, competitors could enter the market with generic versions of such products more quickly than Oak Hill Bio expects, which may result in a material decline in sales of Oak Hill Bio’s products. Risks Related to Oak Hill Bio’s Commercialization • Oak Hill Bio faces substantial competition, which may result in others discovering, developing or commercializing products before, or more successfully than, Oak Hill Bio. • Even if one or more of Oak Hill Bio’s product candidates receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success. • If the market opportunities for any product candidates Oak Hill Bio develops are smaller than Oak Hill Bio believes they are, Oak Hill Bio’s revenue may be adversely affected and its business may suffer. Because the target patient populations of Oak Hill Bio’s programs are small, and the addressable patient population even smaller, Oak Hill Bio must be able to successfully identify patients and capture a significant market share to achieve profitability and growth. • The estimates of market opportunity and forecasts of market growth included in this investor presentation, if any, may prove to be inaccurate, and even if the markets in which Oak Hill Bio competes achieve the forecasted growth, Oak Hill Bio’s business may not grow at similar rates, or at all. • The pricing and third-party payor coverage and reimbursement status of newly approved products are uncertain. Failure to obtain or maintain adequate coverage and reimbursement for Oak Hill Bio’s future product candidates, if approved, could limit Oak Hill Bio’s ability to market those products and decrease its ability to generate product revenue. • If Oak Hill Bio is unable to establish sales, marketing and distribution capabilities or enter into sales, marketing and distribution agreements with third parties, Oak Hill Bio may not be successful in commercializing its product candidates if any are approved. Risks Related to Oak Hill Bio’s Intellectual Property • If Oak Hill Bio is unable to obtain and maintain patent protection for its therapeutic programs and other proprietary technologies it develops, or if the scope of the patent protection obtained is not sufficiently broad, its competitors could develop and commercialize products and technology similar or identical to Oak Hill Bio’s, and its ability to successfully commercialize its therapeutic programs and other proprietary technologies it may develop may be adversely affected. • Oak Hill Bio may not be able to protect its intellectual property and proprietary rights throughout the world. • Obtaining and maintaining patent protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and Oak Hill Bio’s patent protection could be reduced or eliminated for non-compliance with these requirements. Private and Confidential – Not to be Retained Oak Hill Bio 22

CORPORATE Risk Factors (4 of 7) Risks Related to Oak Hill Bio’s Intellectual Property (cont.) • Changes in U.S. patent law could diminish the value of patents in general, thereby impairing Oak Hill Bio’s ability to protect its products. • Issued patents covering Oak Hill Bio’s therapeutic programs and other proprietary technologies it may develop could be found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad. • Oak Hill Bio may be subject to claims challenging the inventorship of its patents and other intellectual property. • If Oak Hill Bio is unable to protect the confidentiality of its trade secrets, its business and competitive position would be harmed. • Oak Hill Bio may be subject to claims that its service providers, consultants or advisors have wrongfully used or disclosed alleged trade secrets of their current or former employers or claims asserting ownership of what it regards as its own intellectual property. • Third-party claims of intellectual property infringement, misappropriation or other violations against Oak Hill Bio or its collaborators may prevent or delay the development and commercialization of its therapeutic programs and other proprietary technologies it may develop. • Oak Hill Bio may become involved in lawsuits to protect or enforce its patents and other intellectual property rights, which could be expensive, time consuming and unsuccessful. • If Oak Hill Bio’s trademarks and trade names are not adequately protected, then it may not be able to build name recognition in its markets of interest and its business may be adversely affected. • Intellectual property rights do not necessarily address all potential threats. • Intellectual property discovered through government funded programs may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit Oak Hill Bio’s exclusive rights and limit its ability to contract with non-U.S. manufacturers. • Oak Hill Bio partially depends on intellectual property licensed from third parties, and its licensors may not always act in its best interest. If Oak Hill Bio fails to comply with its obligations under its intellectual property licenses, if the licenses are terminated or if disputes regarding these licenses arise, it could lose significant rights that are important to its business. • Oak Hill Bio may not be successful in obtaining or maintaining necessary rights to product components and processes for its development pipeline through acquisitions (including in-licenses). • Oak Hill Bio’s use of open source software could impose limitations on its ability to commercialize its product candidates. Risks Related to Oak Hill Bio’s Personnel Matters, Managing Growth and Other Operational Matters • Oak Hill Bio’s future success depends on Oak Hill Bio’s ability to retain key executives and to attract, retain and motivate qualified personnel. • Oak Hill Bio will need to expand its headcount over time to support its development and regulatory capabilities and potentially implement sales, marketing and distribution capabilities, and as a result, it may encounter difficulties in managing its growth, which could disrupt its operations. • Oak Hill Bio’s international activities subject it to various risks, and its failure to manage these risks could adversely affect its results of operations. • Oak Hill Bio faces risks associated with tariffs and other trade restrictions, which may have a material adverse impact on its results of operations and financial condition. • Future acquisitions or strategic alliances could disrupt Oak Hill Bio’s business and harm its financial condition and results of operations. • Oak Hill Bio’s internal information technology systems, or those of its vendors, collaborators or other contractors or consultants, may fail or suffer from cybersecurity incidents or breaches, loss or leakage of data and other disruptions or compromise, which could result in a material disruption of its product development programs, compromise sensitive information related to its business or prevent it from accessing critical information, or trigger contractual and legal obligations, potentially exposing Oak Hill Bio to liability or reputational harm or otherwise adversely affecting its business and financial results. • Oak Hill Bio’s operations or those of the third parties upon whom it depends might be affected by the occurrence of a natural disaster, pandemic or other catastrophic event. • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults, or non-performance by financial institutions or transactional counterparties, could adversely affect Oak Hill Bio’s current and projected business operations and its financial condition and results of operations. • The effects of a future pandemic, epidemic or outbreak of an infectious or highly contagious disease may materially and adversely affect Oak Hill Bio’s business and financial results and could cause a disruption in the development of its product candidates. Private and Confidential – Not to be Retained Oak Hill Bio 23

CORPORATE Risk Factors (5 of 7) General Oak Hill Bio Risk Factors • Changes in tax laws or regulations or in their implementation or interpretation may adversely affect Oak Hill Bio’s business and financial condition. • Tax authorities may disagree with Oak Hill Bio’s positions and conclusions regarding certain tax positions, or may apply existing rules in an unforeseen manner, resulting in unanticipated costs, taxes or non-realization of expected benefits. • Oak Hill Bio’s ability to utilize its net operating loss carryforwards and certain other tax attributes may be subject to limitations. • Oak Hill Bio’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud. • As a public company, Oak Hill Bio will be exposed to the risk of securities class action litigation. • Oak Hill Bio may be exposed to significant foreign exchange risk. Risks Related to the Business Combination • The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination may not be completed. • Some of RAC III’s, Oak Hill Bio’s or the post-closing combined company’s officers and directors may have conflicts of interest that may influence them to approve the proposed Business Combination without regard to your interests. • RAC III’s directors and officers may have interests in the proposed Business Combination different from the interests of RAC III, Oak Hill Bio, and/or the post-closing combined company. • There can be no assurance that Oak Hill Bio and RAC III will be able to raise sufficient capital through the proposed financing transactions, including the PIPE Investment, the interim financing provided by the Sponsor to Oak Hill Bio in the form of a SAFE (the “RAC Interim Financing”) and any related backstop arrangements, to consummate the proposed Business Combination. • The consummation of the proposed PIPE Investment is conditioned on the closing of the proposed Business Combination, and the closing of the proposed Business Combination will be subject to a number of closing conditions, some of which will be outside of Oak Hill Bio and RAC III’s control, including approval by the shareholders of RAC III. • The RAC Interim Financing is conditioned on and integral to the consummation of the proposed Business Combination, and any failure to complete, or delay in completing, the proposed Business Combination could adversely affect the terms on which the RAC Interim Financing converts and result in dilution to holders of securities of the post-closing combined company. If the proposed Business Combination is not consummated, the SAFE issued in the RAC Interim Financing may convert into equity of Oak Hill Bio pursuant to its terms, which could delay or otherwise deter any alternative transaction relating to Oak Hill Bio. There can be no assurance that the RAC Interim Financing will remain available on its current terms or that its existence will not create additional risks to or otherwise delay of the closing of the proposed Business Combination. • A portion of the total outstanding shares of the post-closing combined company is expected to be restricted from immediate resale but may be sold into the market in the near future. • Sales of a substantial number of shares of the post-closing combined company’s common stock in the public market by existing shareholders could cause the post-closing combined company’s share price to decline, even if Oak Hill Bio’s business is doing well. • RAC III’s shareholders will experience immediate dilution due to (i) the issuance of securities to existing Oak Hill Bio security holders and investors in the proposed PIPE Investment in connection with the proposed Business Combination, and (ii) additional sources of dilution upon exercise or conversion of securities that will be issued in connection with or following the proposed Business Combination (for instance, any securities issued in connection with the post-closing combined company equity plan or employee share purchase plan), in each case potentially entitling recipients of such securities to a significant voting stake in the post-closing combined company. • If RAC III does not consummate an initial business combination within the combination period (24 months from the closing of the Initial Public Offering, currently May 21, 2028, the “Combination Period”), as may be extended at the option of Research Alliance Holdings III, LLC (the “Sponsor”), its public shareholders may receive only their pro rata portion of the funds in RAC III’s trust account that are available for distribution to its public shareholders. • There are no assurances that RAC III will be able to complete the proposed Business Combination prior to the expiration of the Combination Period. • Oak Hill Bio’s or the post-closing combined company’s stockholders cannot be certain of the value of the merger consideration they will receive until the closing of the proposed Business Combination. • Because there are no current plans to pay cash dividends on the common stock of the post-closing combined company for the foreseeable future, you may not receive any return on investment unless you sell your RAC III Class A ordinary shares (Nasdaq: RACC) or the common stock of the post-closing combined company at a price greater than what you paid for it. • RAC III, Oak Hill Bio and the post-closing combined company expect to incur substantial transaction fees and costs in connection with the proposed Business Combination and the integration of their businesses. • The costs related to the proposed Business Combination could be significantly higher than currently anticipated. • RAC III’s, Oak Hill Bio’s or the post-closing combined company’s business and operations could be negatively affected, or the proposed Business Combination may be delayed or prevented from being completed, if they become subject to any securities litigation or shareholder activism. Private and Confidential – Not to be Retained Oak Hill Bio 24

CORPORATE Risk Factors (6 of 7) Risks Related to the Business Combination (cont.) • In connection with the proposed Business Combination, the Sponsor (Research Alliance Holdings III, LLC) and RAC III’s directors, executive officers, advisors and their respective affiliates may elect to purchase Class A ordinary shares of RAC III from public shareholders, which may reduce the public “float” of RAC III’s Class A ordinary shares. • The Nasdaq Stock Market LLC may delist RAC III’s Class A ordinary shares (Nasdaq: RACC) from its exchange prior to the closing of the Business Combination or Nasdaq may not list the post-closing combined company’s securities on its exchange, including the shares issued in connection with the proposed PIPE Investment, which could limit investors’ ability to make transactions in the post-closing combined company’s securities and subject the post-closing combined company to additional trading restrictions. • The securities issued in the proposed PIPE Investment will not initially be registered with the SEC, and prior to such registration cannot be transferred or resold except in a transaction exempt from or not subject to the registration requirements of the Securities Act and applicable state securities laws. • There can be no assurance that the post-closing combined company will be able to comply with Nasdaq’s continued listing standards. • Following the closing of the proposed Business Combination, an active trading market for the common stock of the post-closing combined company may not be available on a consistent basis to provide stockholders with adequate liquidity. The share price may be extremely volatile and shareholders could lose a significant part of their investment. • If, following the proposed Business Combination, securities or industry analysts do not publish or cease publishing reports about the post-closing combined company, its business, or its market, or if they change their recommendations regarding the post-closing combined company’s securities adversely, the price and trading volume of the securities of the post-closing combined company could decline. • The benefits of the proposed Business Combination may not be realized to the extent currently anticipated by RAC III, Oak Hill Bio and the post-closing combined company, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the post-closing combined company to grow and manage growth profitably, maintain relationships with collaborators and suppliers and retain its management and key employees. If the proposed Business Combination’s benefits do not meet the expectations of investors, shareholders or financial analysts, the market price of RAC III’s or the post-closing combined company’s securities may decline. • The proposed Business Combination will result in changes to the composition of the board of directors of Oak Hill Bio and the composition of the board of directors of the post-closing combined company, which may affect the strategy of the post-closing combined company. • The ability of RAC III, Oak Hill Bio and the post-closing combined company to successfully effect the proposed Business Combination and to be successful thereafter will be dependent upon the efforts of certain key personnel, including Oak Hill Bio’s key personnel. The loss of key personnel could negatively impact the operations and profitability of the post-closing combined company and its financial condition could suffer as a result. • The post-closing combined company does not have experience operating as a public company subject to U.S. federal securities laws and may not be able to adequately develop and implement the governance, compliance, risk management and control infrastructure and culture required for a public company, including compliance with the Sarbanes Oxley Act • RAC III is currently an “emerging growth company” within the meaning of the Securities Act, and if the post-closing combined company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make the securities of the post-closing combined company less attractive to investors and may make it more difficult to compare the post-closing combined company’s performance with other public companies. • The requirements of being a public company may strain the post-closing combined company’s resources, incur increased costs and distract its management, which could make it difficult to manage its business, particularly after the post- closing combined company is no longer an emerging growth company. • Subsequent to the completion of the proposed Business Combination, the post-closing combined company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. • As a private company, Oak Hill Bio has not been required to document and test its internal controls over financial reporting nor has management been required to certify the effectiveness of its internal controls and its auditors have not been required to opine on the effectiveness of its internal control over financial reporting. As such, material weaknesses may be identified in Oak Hill Bio’s or the post-closing combined company’s internal control over financial reporting that could lead to errors in the post-closing combined company’s financial reporting, which could adversely affect the post-closing combined company’s business and the market price of its securities. • If the post-closing combined company fails to maintain an effective system of disclosure controls and internal controls over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. • If the post-closing combined company’s estimates or judgments relating to its critical accounting standards prove to be incorrect, or such standards change over time, its results of operations could be adversely affected. • Because the post-closing combined company will become a publicly traded company by virtue of mergers in connection with the proposed Business Combination as opposed to an underwritten initial public offering, there are no underwriters involved in the process, which could result in less diligence being conducted on Oak Hill Bio or the post-closing combined company than in an underwritten initial public offering. Private and Confidential – Not to be Retained Oak Hill Bio 25

CORPORATE Risk Factors (7 of 7) Risks Related to the Business Combination (cont.) • RAC III’s public shareholders can redeem some or all of the funds held in RAC III’s trust account, and significant redemptions could materially impact the post-closing combined company’s cash position and runway. • The ability of RAC III’s public shareholders to exercise redemption rights with respect to a large number of RAC III’s public shares may not allow the post-closing combined company to complete the most desirable business combination, fully fund Oak Hill Bio’s business plan, or changes thereto, or optimize the capital structure of the post-closing combined company. • Past performance by RAC III’s management team or their affiliates, including RA Capital Management, Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I, Research Alliance Corp. II or their respective business combination targets, may not be indicative of future performance of an investment in RAC III or the post-closing combined company. • The post-closing combined company’s governing documents may include provisions that may discourage takeover attempts. • Oak Hill Bio’s operating and financial results, which were presented to the RAC III board of directors, may not prove accurate. • Activities taken by existing RAC III shareholders to increase the likelihood of approval of the proposed Business Combination proposal and the other proposals to be described in the proxy statement/prospectus that will be filed in connection with the proposed Business Combination could have a depressive effect on RAC III’s share price. • Upon executing a definitive agreement with respect to the proposed Business Combination by and among Oak Hill Bio, RAC III and the post-closing combined company, RAC III may be prohibited from entering into certain transactions that might otherwise be beneficial to it or its shareholders. • The proposed Business Combination may be completed even though material adverse effects may result from the announcement of the proposed Business Combination, industry-wide changes, and other causes. • Delays in completing the proposed Business Combination may substantially reduce the expected benefits of the proposed Business Combination. • Oak Hill Bio has, and the post-closing combined company will have, broad discretion in the use of cash on hand and may not use it effectively. Private and Confidential – Not to be Retained Oak Hill Bio 26

Thank You Private and Confidential – Not to be Retained Oak Hill Bio