Research Alliance Corporation III, a Cayman Islands SPAC, reported June 30, 2026 results covering its first months since the May 21, 2026 IPO of 7,500,000 Class A shares at $10.00, raising $75,000,000. After investing proceeds, the Trust Account held $75,238,468 in U.S. Treasury securities, while cash outside the trust totaled $832,812 with working capital of $905,874.
The company recorded a net income of $54,050 for the quarter mainly from $238,468 of interest on trust investments; from inception to June 30, 2026 it recorded a small net loss. It has not begun operating activities and expects operating revenue only after completing a business combination.
On July 26, 2026, the company signed a Business Combination Agreement with OHB Pediatrics Ltd., plans to domesticate to Delaware and be renamed Oak Hill Bio, Inc., and secured a $45,000,000 SAFE financing for OHBP, a Backstop Agreement for up to 7,500,000 shares ($75,000,000), and a $55,000,000 PIPE in shares and pre-funded warrants, each subject to customary closing conditions and shareholder approvals. Management disclosed substantial doubt about the company’s ability to continue as a going concern based on current liquidity and timeline, and identified a material weakness in internal control over classification of accounts payable and accrued expenses, with remediation efforts underway.
Research Alliance Corporation III and OHB Pediatrics Ltd d/b/a Oak Hill Bio plan a SPAC business combination that would take Oak Hill Bio public on Nasdaq under the ticker OAKH, with the deal expected to close by the end of the year. The combined company is expected to launch with $175 million in cash, including $75 million from RACC’s trust account and a $100 million private financing, alongside Oak Hill’s recent $32.5 million Series A round.
Oak Hill Bio is developing rugonersen, an investigational antisense oligonucleotide for Angelman syndrome, licensed from Roche in 2025. Rugonersen is in the Phase 3 BEACON trial, with a primary completion date and an NDA submission planned for 2029. Angelman syndrome affects about 1 in 15,000 births, with around 500,000 patients worldwide, and competing Phase 3 programs from Ultragenyx and Ionis are underway. The communication emphasizes that rugonersen is investigational and includes extensive forward‑looking statement and risk disclosures about the transaction and development plans.
Bank of America Corporation, through its subsidiaries, reports beneficial ownership of 503,914 Class A Ordinary Shares of Research Alliance Corp III. This represents 6.5% of the class, based on 7,775,000 shares outstanding as reported by the issuer as of June 24, 2026.
All 503,914 shares are held with shared voting and shared dispositive power, with no sole voting or dispositive power. The position is held via wholly owned subsidiaries including BofA Securities, Inc. and Merrill Lynch International, and is reported on a passive ownership basis.
Research Alliance Corporation III is pursuing a proposed business combination with OHB Pediatrics Ltd. under a Business Combination Agreement dated July 26, 2026. The transaction will be submitted to RACC shareholders for approval.
RACC plans to file a registration statement on Form S-4 with the SEC, including a proxy statement/prospectus to solicit shareholder votes on the business combination and related matters. Shareholders and other investors are urged to read the registration statement, proxy statement/prospectus and related filings when available, as they will contain important information about RACC, OHB Pediatrics and the proposed transaction.
The communication contains extensive forward-looking statements about development timelines, regulatory approvals, financing, market opportunities and the timing and benefits of the combination, all subject to numerous risks and uncertainties, including regulatory approvals, redemptions by public shareholders, clinical and commercialization risks, and legal and market conditions. It also clarifies that the communication does not constitute an offer or solicitation to buy or sell securities, and that any securities offerings will be made only by a compliant prospectus.
Research Alliance Holdings III LLC and its manager Matthew Hammond report beneficial ownership of 1,520,269 Class A ordinary shares of Research Alliance Corporation III on an as-converted basis, representing 16.9% of 7,775,000 Class A shares outstanding as of June 24, 2026.
The amendment reflects a Business Combination Agreement under which Research Alliance Corporation III will acquire 100% of OHB Pediatrics Ltd. in exchange for newly issued common stock after a planned domestication from the Cayman Islands to Delaware and the one-for-one conversion of all Class B into Class A shares.
Consideration will equal an Adjusted Equity Value composed of a $160,000,000 base equity value plus the Company SAFE Amount, with shareholders offered cash redemptions equal to each share’s pro rata portion of the trust account. Additional terms include $45,000,000 of Company SAFEs at 8% interest, a backstop of up to 7,500,000 shares at $10.00 per share (up to $75,000,000), investor rights and lock-up agreements, and an expected closing in the second half of 2026 subject to regulatory, shareholder and other customary conditions.
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.