Research Alliance III (RACC) raises $75M in SPAC IPO and trust

Rhea-AI Filing Summary

Research Alliance Corporation III, a healthcare-focused special purpose acquisition company, completed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, raising gross proceeds of $75,000,000.

The company also completed a private placement of 275,000 Class A shares to its sponsor at $10.00 per share for $2,750,000. As of May 21, 2026, $75,000,000 of IPO and private placement net proceeds, including a $2,250,000 deferred underwriting commission, were placed in a trust account for the benefit of public shareholders.

In connection with the IPO, Michael F. MacLean and Timothy J. Miller joined the board and its key committees, each holding 39,130 Class B founder shares after a share transfer and capitalization. The company adopted amended constitutional documents and listed its Class A shares on the Nasdaq Capital Market under the symbol RACC.

Insights

Capital markets analyst

RACC’s SPAC IPO raises $75M and fully funds its trust.

Research Alliance Corporation III completed a SPAC-style IPO, selling 7,500,000 Class A shares at $10.00 each for gross proceeds of $75,000,000. A concurrent private placement of 275,000 shares added $2,750,000 of sponsor capital.

As of May 21, 2026, a full $75,000,000 of net IPO and private placement proceeds, including a $2,250,000 deferred underwriting commission, was deposited into a trust account for public shareholders, consistent with the SPAC structure.

The company appointed two independent directors, assigned them to audit, nominating, and compensation committees, and aligned founder Class B shares to maintain 15% ownership of issued and outstanding ordinary shares (excluding private placement shares) post-IPO. Future value creation will depend on sourcing and closing a suitable healthcare-related business combination.

8-K Event Classification

6 items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01

6 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO shares: 7,500,000 shares IPO gross proceeds: $75,000,000 Private placement shares: 275,000 shares +5 more

8 metrics

IPO shares 7,500,000 shares Class A ordinary shares sold in IPO at $10.00 per share

IPO gross proceeds $75,000,000 Gross proceeds from sale of 7,500,000 Public Shares

Private placement shares 275,000 shares Private Placement Shares sold to sponsor at $10.00 per share

Private placement proceeds $2,750,000 Total proceeds from sponsor Private Placement

Trust funding $75,000,000 Net IPO and private placement proceeds deposited in trust as of May 21, 2026

Deferred underwriting commission $2,250,000 Underwriter’s deferred commission included in trust account balance

Director founder shares 39,130 shares each Class B ordinary shares held by each of Michael F. MacLean and Timothy J. Miller

Initial shareholder ownership 15% Ownership of initial shareholders of issued and outstanding ordinary shares excluding Private Placement Shares post-IPO

Key Terms

special purpose acquisition company, trust account, Private Placement Shares, deferred commission, +2 more

6 terms

special purpose acquisition company financial

"The Company, sponsored by an affiliate of RA Capital Management, L.P., is led by CEO Matthew Hammond... The Company is a blank check company incorporated for the purpose of effecting a merger..."

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

trust account financial

"a total of $75,000,000 of the net proceeds from the IPO and the Private Placement... were deposited in a trust account established for the benefit of the Company’s public shareholders"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Private Placement Shares financial

"the Company consummated the private placement (“Private Placement”) of 275,000 Private Placement Shares with the Sponsor at a price of $10.00 per Private Placement Share"

deferred commission financial

"including the underwriter’s deferred commission of $2,250,000 were deposited in a trust account"

Amended and Restated Memorandum and Articles of Association regulatory

"the Company adopted its Amended and Restated Memorandum and Articles of Association"

A document that replaces and combines a company’s core governing papers into a single, updated set of rules spelling out the company’s purpose, share structure, voting rights and how decisions are made. Think of it as rewriting and consolidating a household’s rulebook so everyone knows who controls what and how major choices are handled. Investors watch these changes because they can alter ownership rights, governance, dividend policy and takeover protections, affecting value and control.

forward-looking statements regulatory

"This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Available on EDGAR 05/26/2026 - 07:48 AM Accepted by SEC EDGAR 05/21/2026 - 04:01 PM Learn about SEC filing dates

FAQ

What did Research Alliance Corporation III (RACC) announce in this 8-K filing?

Research Alliance Corporation III disclosed completion of its initial public offering, selling 7,500,000 Class A ordinary shares at $10.00 each for gross proceeds of $75,000,000, alongside a $2,750,000 private placement and related governance and charter changes tied to becoming a public SPAC.

How much capital did RACC raise in its IPO and at what price per share?

RACC raised gross proceeds of $75,000,000 in its IPO by selling 7,500,000 Class A ordinary shares at $10.00 per share. These Class A shares were approved for listing on the Nasdaq Capital Market, trading under the ticker symbol RACC after the offering’s pricing.

What is the size and purpose of the RACC trust account after the IPO?

As of May 21, 2026, RACC placed $75,000,000 of net proceeds from its IPO and private placement, including a $2,250,000 deferred underwriting commission, into a trust account. This trust is established for the benefit of the company’s public shareholders pending a future business combination.

What private placement did RACC complete alongside the IPO and with whom?

Simultaneously with the IPO closing, RACC completed a private placement of 275,000 Class A ordinary shares to its sponsor at $10.00 per share, generating $2,750,000. These Private Placement Shares carry registration rights, transfer restrictions, and lock-up terms described in the registration statement.

Which new directors joined RACC’s board and what compensation did they receive?

In connection with the IPO, Michael F. MacLean and Timothy J. Miller joined RACC’s board and key committees. They each received 30,000 Class B ordinary shares in March 2026 and an additional 9,130 Class B shares in May 2026, totaling 39,130 founder shares apiece.

What business focus does RACC intend for its future merger or acquisition?

RACC is a blank check company formed to pursue a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. While it may target any sector, it intends to focus on healthcare or healthcare-related industries, leveraging its management team’s sector expertise.

Under what exemption were RACC’s Private Placement Shares issued?

RACC’s 275,000 Private Placement Shares were issued to the sponsor under Section 4(a)(2) of the Securities Act of 1933, as amended. This exemption was used because the transaction did not involve a public offering and instead relied on a private placement structure with negotiated terms.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 19, 2026

Date of Report (Date of earliest event reported)

Research Alliance Corporation III

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-43302		98-1918931
(State or other jurisdiction of incorporation organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

600 Fifth Avenue, 23rd Floor New York, NY 10020		10020
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +1 (617) 778 2500

N/A

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.0001 per share		RACC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company. Yes ☒ No ☐

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 May 19, 2026, the Registration Statement on Form S-1 (File No. 333-294549) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Research Alliance Corporation III (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, on May 19, 2026, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

• An Underwriting Agreement, dated May 19, 2026, between the Company and Leerink Partners LLC, as sole bookrunning manager of the offering, which contains customary representations and warranties and indemnification of the underwriter by the Company;

• An Investment Management Trust Agreement, dated May 19, 2026, between the Company and Continental Stock Transfer & Trust Company, which establishes the trust account that will hold the net proceeds of the IPO and certain of the proceeds of the sale of the Private Placement Shares, and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;

• A Registration and Shareholder Rights Agreement, dated May 19, 2026, by and among the Company, Research Alliance Holdings III LLC (the “Sponsor”) and the other parties thereto, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration rights for certain permitted transferees of the Sponsor;

• Indemnity Agreements between the Company and each of the officers and directors of the Company, dated May 19, 2026, pursuant to which the Company has agreed to indemnify each officer and director of the Company against certain claims that may arise in their roles as officers and directors of the Company. A form of the Indemnity Agreement is exhibited to this Current Report on Form 8-K as Exhibit 10.4;

• A Letter Agreement, dated May 19, 2026, by and among the Company, the Sponsor, and each of the officers and directors of the Company, pursuant to which each of the Sponsor and each executive officer and director of the Company has agreed to vote any ordinary shares held by him, her or it in favor of the Company’s initial business combination (subject to the limitations of applicable securities laws); to facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within 24 months of the closing of the IPO; to certain transfer restrictions with respect to the Company’s securities; to certain indemnification obligations of the Sponsor; and the Company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the Sponsor;

• A Private Placement Shares Purchase Agreement, dated May 19, 2026, between the Company and the Sponsor, pursuant to which the Sponsor agreed to purchase 275,000 Class A ordinary shares (the “Private Placement Shares”) in a private placement by the Company at a price of $10.00 per Private Placement Share; and

• An Indemnification Agreement, dated May 19, 2026, between the Company and the Sponsor, pursuant to which the Company has agreed to indemnify the Sponsor and its affiliates, including RA Capital Management, L.P., from certain liabilities arising in connection with the Company’s affairs.

On May 21, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares (the “Public Shares”). The Public Shares were sold at an offering price of $10.00 per Public Share, generating gross proceeds of $75,000,000 (before underwriting discounts and commission and offering expenses).

As of May 21, 2026, a total of $75,000,000 of the net proceeds from the IPO and the Private Placement (including the underwriter’s deferred commission of $2,250,000) were deposited in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of May 21, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 275,000 Private Placement Shares with the Sponsor at a price of $10.00 per Private Placement Share, generating total proceeds of $2,750,000.

The Private Placement Shares are identical to the Public Shares, being Class A ordinary shares, sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Placement Shares have agreed to certain restrictions on the Private Placement Shares, as described in the Registration Statement. Such holders agreed not to transfer, assign or sell any of the Private Placement Shares (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Shares.

The Private Placement Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2026, and in connection with the IPO, Michael F. MacLean and Timothy J. Miller were appointed to the board of directors of the Company (the “Board”). Effective May 19, 2026, (i) each of Mr. MacLean and Mr. Miller was appointed to the Board’s Audit Committee, with Mr. MacLean serving as its chair; (ii) each of Matthew Hammond, Mr. MacLean, and Mr. Miller was appointed to the Board’s Nominating Committee, with Mr. Miller serving as its chair; and (iii) each of Mr. MacLean and Mr. Miller was appointed to the Board’s Compensation Committee, with Mr. Miller serving as its chair.

In March 2026, the Sponsor transferred 30,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B ordinary shares”), to each of Mr. MacLean and Mr. Miller as compensation for his service as a director of the Company. In May 2026, in connection with a share capitalization effected to maintain the initial shareholders’ ownership at 15% of the issued and outstanding ordinary shares (excluding the Private Placement Shares) upon consummation of the IPO, an additional 9,130 Class B ordinary shares were issued to each of Mr. MacLean and Mr. Miller, resulting in each of Mr. MacLean and Mr. Miller holding 39,130 Class B ordinary shares.

Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On May 19, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.

Item 8.01. Other Events.

On May 19, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

3

Item 9.01. Financial Statements and Exhibits.

Exhibit  No.		Description
1.1		Underwriting Agreement, dated May 19, 2026, between the Company and Leerink Partners LLC.
3.1		Amended and Restated Memorandum and Articles of Association.
10.1		Investment Management Trust Agreement, dated May 19, 2026, between the Company and Continental Stock Transfer & Trust Company.
10.2		Registration and Shareholder Rights Agreement, dated May 19, 2026, by and among the Company, the Sponsor and the other parties thereto.
10.3		Private Placement Shares Purchase Agreement, dated May 19, 2026, between the Company and the Sponsor.
10.4		Form of Indemnity Agreement between the Company and each of the officers and directors of the Company.
10.5		Indemnification Agreement, dated May 19, 2026, between the Company and the Sponsor.
10.6		Letter Agreement, dated May 19, 2026, by and among the Company, the Sponsor, and each director and executive officer of the Company.
99.1		Press Release Dated May 19, 2026.

4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 21, 2026

RESEARCH ALLIANCE CORPORATION III

By:		/s/ Matthew D. Hammond
Name:		Matthew D. Hammond
Title:		Chief Executive Officer

5

Exhibit 99.1

RESEARCH ALLIANCE CORPORATION III

ANNOUNCES PRICING OF $75 MILLION INITIAL PUBLIC OFFERING

NEW YORK, May 19, 2026—Research Alliance Corporation III (the “Company”), a special purpose acquisition company, announced today the pricing of its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share. The shares will be listed on the Nasdaq Capital Market and trade under the ticker symbol “RACC” beginning May 20, 2026. The Company expects the offering to close on May 21, 2026, subject to customary closing conditions.

The Company, sponsored by an affiliate of RA Capital Management, L.P., is led by CEO Matthew Hammond, PhD, MBA and CBO/COO Henry Stusnick. The Company is a blank check 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. The Company may pursue an initial business combination in any business, industry, sector or geographical location, but the Company intends to focus its search on a target business in the healthcare or healthcare-related industries, where it believes the expertise of its management team will provide it with a competitive advantage in completing a successful initial business combination.

Leerink Partners is serving as the sole bookrunning manager for the offering.

The financing included participation from ADAR1 Capital, Affinity Asset Advisors, LLC, Balyasny Asset Management L.P., Braidwell LP, BVF Partners, Cormorant Asset Management, Foresite Capital, Janus Henderson Investors, Perceptive Advisors, SilverArc Capital, Spruce Street Capital, TCGX, Trails Edge Capital Partners, Venrock Healthcare Capital Partners, and other institutional investors.

The offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from: Leerink Partners LLC, Attn: Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com.

A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on May 19, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the SEC. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact

Henry Stusnick

617-778-2500

1

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EX-99.1 5.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 81.7 KB
• EX-10.2 EX-10.2 109.9 KB
• EX-10.3 EX-10.3 33.4 KB
• EX-10.4 EX-10.4 96.3 KB
• EX-10.5 EX-10.5 15.6 KB
• EX-10.6 EX-10.6 36.8 KB

Other Documents

• EX-1.1 EX-1.1 207.3 KB
• EX-3.1 EX-3.1 291.5 KB