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Research Alliance Corporation III and OHB Pediatrics Ltd. have entered into a Business Combination Agreement dated July 26, 2026 for proposed business combination transactions that will be submitted to RACC shareholders for consideration. Senior executives of OHB Pediatrics shared LinkedIn posts referencing these proposed transactions.
RACC plans to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus to solicit shareholder proxies for voting on the transactions. The communication emphasizes that it contains forward-looking statements subject to numerous risks and uncertainties and does not constitute an offer to sell or a solicitation to buy securities. Investors are urged to read the future proxy statement/prospectus and related SEC filings when available.
Research Alliance Corporation III agreed to merge with OHB Pediatrics Ltd., acquiring 100% of its shares in exchange for newly issued common stock after RACC domesticates from the Cayman Islands to Delaware. The equity valuation formula uses a $160,000,000 Base Equity Value plus the amount of interim SAFEs.
Consideration shares will equal the Adjusted Equity Value divided by $10.00 per share, allocated pro rata to OHB shareholders. Financing includes $45,000,000 of Company SAFEs at 8% interest, a backstop commitment of up to 7,500,000 shares (up to $75,000,000) to cover redemptions, and a $55,000,000 PIPE in common stock and pre-funded warrants at $10.00. Closing is targeted for the second half of 2026, subject to HSR clearance, SEC effectiveness of a Form S-4, Nasdaq listing approval, shareholder approvals, completion of a pre-closing reorganization, and other customary conditions.
Post-closing governance will follow a classified board and new Delaware charter and bylaws. New equity plans will initially reserve 15% of outstanding shares for incentives and 2% for an employee stock purchase plan, each with automatic annual increases.
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.
Research Alliance Corporation III, a newly formed blank check company, reported a net loss of $65,249 from inception on February 19, 2026 through March 31, 2026, mainly from formation, general and administrative expenses.
Before its IPO closed in May, the company held cash of $280,275 and had a working capital deficit of $490,291, funded by a $300,000 sponsor promissory note. After quarter-end, it completed an initial public offering of 7,500,000 Class A shares at $10.00 each, raising gross proceeds of $75,000,000, plus a private placement of 275,000 Class A shares for $2,750,000, and deposited $75,000,000 into a Trust Account to finance a future business combination.
Management disclosed a material weakness in internal control over financial reporting related to accounting for accounts payable and accrued expenses, but believes the financial statements fairly present the company’s position after additional analysis and review.
Research Alliance Corp III reported institutional ownership disclosures by Biotechnology Value Fund entities as of May 29, 2026. The filing states Biotechnology Value Fund, L.P. beneficially owned 261,923 shares (approximately 3.4%); Biotechnology Value Fund II, L.P. owned 197,667 shares (approximately 2.5%); and Biotechnology Value Trading Fund OS LP owned 33,116 shares (less than 1%).
The schedule aggregates related holdings and reports that certain related entities may be deemed to beneficially own larger amounts: BVF GP Holdings LLC may be deemed to beneficially own 459,590 shares (approximately 5.9%), and Partners, BVF Inc., and Mark N. Lampert may be deemed to beneficially own 500,000 shares (approximately 6.4%). The percentages are calculated using 7,775,000 Shares outstanding reported as of the issuer's underwritten public offering May 20, 2026.
Research Alliance Holdings III LLC and Matthew Hammond report a 14.7% stake in Research Alliance Corporation III’s Class A ordinary shares. They beneficially own 1,520,269 Class A shares on an as-converted basis, including Class B founder shares that convert one-for-one into Class A upon the SPAC’s business combination.
The sponsor paid $25,000 for 1,014,706 initial Class B shares and later held 1,245,269 Class B shares after a share capitalization, plus 275,000 Class A shares bought in a private placement at $10.00 per share for $2,750,000. These holdings are subject to lock-up, voting, registration rights, and board nomination arrangements tied to the SPAC’s initial business combination.
Research Alliance Corporation III disclosure: Trails Edge entities and Ortav Yehudai report beneficial ownership of 500,000 Class A Ordinary Shares, representing 5.5% of the outstanding shares as of May 21, 2026. Ownership is based on 9,098,529 Ordinary Shares outstanding as of May 20, 2026, with the shares held directly by Trails Edge Biotechnology and voting/investment discretion exercised by Trails Edge Capital and Mr. Yehudai.
Research Alliance Corporation III completed its initial public offering of 7,500,000 Class A ordinary shares at $10.00 per share, raising $75,000,000 in gross proceeds. A concurrent private placement of 275,000 Class A shares added $2,750,000. In total, $75,000,000 was placed into a segregated trust account for the benefit of public shareholders, while $1,255,049 of cash remained available for working capital. The audited balance sheet shows Class A shares subject to possible redemption of 7,500,000 shares at $10.00 each and a shareholders’ deficit of about $1.1 million, typical for a newly formed blank check company before a business combination.
Research Alliance Corp III reports a Schedule 13G filing showing an aggregate 500,000 shares of Class A Ordinary Shares beneficially owned by Commodore Capital entities and two managing partners as of May 20, 2026.
Ownership represents 5.5% of the issuer's Common Shares based on 9,098,529 shares outstanding as of May 19, 2026 reported in the issuer's Rule 424(b)(4) Prospectus Supplement. The filing states shared voting and dispositive power for the 500,000 shares among Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz.
Research Alliance Corporation III reports that Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. each beneficially own 750,000 Class A Ordinary Shares. The filing states this equals 8.2% of the class based on 9,098,529 Ordinary Shares outstanding as reported in the Issuer's prospectus dated 05/20/2026.
The filing shows shared voting and shared dispositive power over the 750,000 shares for each Reporting Person and attributes beneficial ownership to Perceptive Advisors and Mr. Edelman by virtue of managerial and investment‑management relationships.