[SCHEDULE 13G] Research Alliance Corp III Passive Investment Disclosure (>5%)
Spruce Street reports 6.4% stake in Research Alliance
Spruce Street Capital LP, together with Alex R. Rosen and Simon Basseyn, reports beneficial ownership of Class A Ordinary Shares of Research Alliance Corp III.
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Spruce Street Capital LP, together with Alex R. Rosen and Simon Basseyn, reports beneficial ownership of Class A Ordinary Shares of Research Alliance Corp III. The group has shared voting and dispositive power over 500,000 Class A shares, representing 6.4% of the class.
The ownership percentage is based on 7,775,000 Class A Ordinary Shares outstanding as of June 24, 2026. Spruce Street Capital Master Fund LP has the right to receive dividends or sale proceeds from more than 5% of the outstanding Class A Ordinary Shares.
Key Figures
Shares beneficially owned:500,000 Class A Ordinary SharesOwnership percentage:6.4%Shares outstanding:7,775,000 Class A Ordinary Shares+3 more
6 metrics
Shares beneficially owned500,000 Class A Ordinary SharesBeneficially owned by the reporting persons
Ownership percentage6.4%Percent of Class A Ordinary Shares outstanding
Shares outstanding7,775,000 Class A Ordinary SharesOutstanding as of June 24, 2026
Shared voting power500,000 sharesShares over which voting power is shared
Shared dispositive power500,000 sharesShares over which dispositive power is shared
Threshold interestMore than 5% of Class A sharesRight to dividends or proceeds held by Spruce Street Capital Master Fund LP
"for the purposes of Section 13 of the Act, the beneficial owner of the Class A Ordinary Shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"6 | Shared Voting Power 500,000.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 500,000.00"
dispositive powerfinancial
"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 500,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Class A Ordinary Sharesfinancial
"Class A Ordinary Shares, par value $0.0001 per share"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Research Alliance Corp III (RACC) does Spruce Street Capital report?
Spruce Street Capital and related persons report beneficial ownership of 500,000 Class A Ordinary Shares of Research Alliance Corp III, representing 6.4% of the outstanding Class A shares based on 7,775,000 shares outstanding as of June 24, 2026.
Who are the reporting persons in this Research Alliance Corp III (RACC) Schedule 13G?
The reporting persons are Spruce Street Capital LP, its general partner’s co-Managing Member Alex R. Rosen, and co-Managing Member Simon Basseyn, all reporting with respect to Class A Ordinary Shares held by investment funds they manage or oversee.
How many Research Alliance Corp III (RACC) shares are outstanding for the ownership calculation?
The reported 6.4% ownership is calculated using 7,775,000 Class A Ordinary Shares outstanding as of June 24, 2026, as referenced from a quarterly report for the quarter ended March 31, 2026.
What voting and dispositive powers over RACC shares are reported by Spruce Street Capital?
Spruce Street Capital and the related individuals report 0 sole voting or dispositive power and 500,000 shares of shared voting and shared dispositive power, meaning decisions over these shares are exercised jointly rather than individually.
Which Spruce Street entity can receive dividends or sale proceeds from RACC shares?
The document states that Spruce Street Capital Master Fund LP, a Spruce Street Fund, has the right to receive or direct the receipt of dividends or sale proceeds from more than 5% of the outstanding Class A Ordinary Shares of Research Alliance Corp III.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Research Alliance Corp III
(Name of Issuer)
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G75226103
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G75226103
1
Names of Reporting Persons
Spruce Street Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G75226103
1
Names of Reporting Persons
Alex R. Rosen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G75226103
1
Names of Reporting Persons
Simon Basseyn
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Research Alliance Corp III
(b)
Address of issuer's principal executive offices:
600 Fifth Avenue, 23rd Floor, New York, NY 10020
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Spruce Street Capital LP (the "Investment Manager"), the investment manager to certain investment funds and/or accounts (collectively, the "Spruce Street Funds"), with respect to the Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares") of Research Alliance Corp. III (the "Company") held by the Spruce Street Funds;
(ii) Alex R. Ryan, co-Managing Member of Spruce Street Capital GP LLC, the general partner of the Investment Manager, and the co-Managing Partner of the Investment Manager, with respect to the Class A Ordinary Shares held by the Spruce Street Funds; and
(iii) Simon Basseyn, co-Managing Member of Spruce Street Capital GP LLC, the general partner of the Investment Manager, and the co-Managing Partner of the Investment Manager, with respect to the Class A Ordinary Shares held by the Spruce Street Funds.
The filing of this statement should not be construed as an admission that any of the forgoing persons or any Reporting Person is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Ordinary Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is:
777 Third Avenue, Suite 1704
New York, New York 10017
(c)
Citizenship:
Citizenship is set forth in Row (4) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
(d)
Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G75226103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row (9) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 7,775,000 Class A Ordinary Shares outstanding as of June 24, 2026, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on July 2, 2026.
(b)
Percent of class:
6.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). Spruce Street Capital Master Fund LP, a Spruce Street Fund, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the outstanding Class A Ordinary Shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Spruce Street Capital LP
Signature:
Alex R. Rosen
Name/Title:
By: Spruce Street Capital GP LLC, its General Partner, By: Alex R. Rosen, its Co-Managing Member
