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Research Alliance Corporation IV closes $75M SPAC IPO

Research Alliance Corporation IV, a 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.

Filing Impact
(High)
Filing Sentiment
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Form Type
8-K

Rhea-AI Filing Summary

Research Alliance Corporation IV, a 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 shares are listed on the Nasdaq Capital Market under the symbol RACD.

On closing, $75,000,000 from the IPO and a concurrent private placement of 275,000 Class A shares to the sponsor at $10.00 per share ($2,750,000) was placed in a trust account for the benefit of public shareholders, including a $2,250,000 deferred underwriting commission. The company appointed Alan Musso and John Maslowski as directors and to the audit, nominating, and compensation committees; each received 30,000 Class B ordinary shares as director compensation. The company also adopted an amended and restated memorandum and articles of association and plans to seek a business combination, intending to focus on healthcare or healthcare-related industries.

Positive

  • None.

Negative

  • None.

Filing Explained

The private placement closed with the Sponsor receiving 275,000 Class A shares; those shares generally cannot be transferred until 30 days after the initial business combination, while holders received demand and piggyback registration rights.

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, or exhibit attachments filed with this report.
IPO Shares Offered 7,500,000 Class A ordinary shares Initial public offering of Class A ordinary shares
IPO Price $10.00 per Public Share Offering price for each Class A ordinary share in the IPO
IPO Gross Proceeds $75,000,000 Gross proceeds from the sale of 7,500,000 Class A ordinary shares
Private Placement Shares 275,000 Private Placement Shares Class A shares sold to the sponsor in a concurrent private placement
Private Placement Proceeds $2,750,000 Total proceeds from the sale of 275,000 Private Placement Shares at $10.00
Trust Account Funding $75,000,000 Net proceeds from IPO and private placement deposited in trust as of July 14, 2026
Deferred Underwriting Commission $2,250,000 Deferred commission included within the amount held in the trust account
Director Share Compensation 30,000 Class B ordinary shares Number of Class B shares transferred to each of Alan Musso and John Maslowski
special purpose acquisition company financial
"the Company, a special purpose acquisition company, announced today the pricing"
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
"were deposited in a trust account established for the benefit of the Company’s public"
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"
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.
deferred commission financial
"including the underwriter’s deferred commission of $2,250,000"
piggyback registration rights financial
"The holders were granted certain demand and piggyback registration rights"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

FAQ

What did Research Alliance Corporation IV (RACD) announce about its IPO?
Research Alliance Corporation IV completed an IPO of 7,500,000 Class A ordinary shares at $10.00 per share, generating $75,000,000 in gross proceeds. The shares are listed on the Nasdaq Capital Market and trade under the ticker symbol RACD.

How much cash did RACD place into its SPAC trust account?
As of July 14, 2026, RACD deposited $75,000,000 of net proceeds from its IPO and private placement into a trust account for public shareholders, which includes a deferred underwriting commission of $2,250,000, with Continental Stock Transfer & Trust Company serving as trustee.

What are the terms of the RACD private placement with its sponsor?
At IPO closing, the sponsor purchased 275,000 Private Placement Shares at $10.00 per share, raising $2,750,000. These Class A shares mirror the public shares but carry specific registration rights, transfer restrictions, and a lock-up until 30 days after RACD’s initial business combination.

Who joined the board of RACD and what compensation did they receive?
On July 10, 2026, Alan Musso and John Maslowski joined the board and were appointed to the audit, nominating, and compensation committees. In June 2026, the sponsor transferred 30,000 Class B ordinary shares to each as compensation for their board service.

What business strategy does RACD plan to pursue as a SPAC?
RACD is a blank check company formed to complete a merger or similar business combination with one or more businesses. It may consider any sector or geography but intends to focus on healthcare or healthcare-related industries, leveraging its management team’s stated expertise.

When did RACD’s registration statement become effective and what form was it?
The company’s registration statement on Form S-1 (File No. 333-296609) covering the IPO was declared effective by the SEC on July 10, 2026, enabling Research Alliance Corporation IV to proceed with its initial public offering of Class A ordinary shares.

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0002137777 --12-31 false 0002137777 2026-07-10 2026-07-10
 
 

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

July 10, 2026

Date of Report (Date of earliest event reported)

 

 

Research Alliance Corporation IV

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands   001-43393   98-1935760

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS 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

(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   RACD   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 July 10, 2026, the Registration Statement on Form S-1 (File No. 333-296609) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Research Alliance Corporation IV (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, on July 10, 2026, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

 

  •  

An Underwriting Agreement, dated July 10, 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 July 10, 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 (as defined below), 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 July 10, 2026, by and among the Company, Research Alliance Holdings IV 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 July 10, 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 July 10, 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 July 10, 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 July 10, 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 July 14, 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 July 14, 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 July 14, 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, 3.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, 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.

 

 

1

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 July 10, 2026, and in connection with the IPO, Alan Musso and John Maslowskiwere appointed to the board of directors of the Company (the “Board”). Effective July 10, 2026, (i) each of Mr. Musso and Mr. Maslowski was appointed to the Board’s Audit Committee, with Mr. Musso serving as its chair; (ii) each of Matthew Hammond, Mr. Maslowski, and Mr. Musso was appointed to the Board’s Nominating Committee, with Mr. Maslowski serving as its chair; and (iii) each of Mr. Maslowski and Mr. Musso was appointed to the Board’s Compensation Committee, with Mr. Maslowski serving as its chair.

In June 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. Musso and Mr. Maslowski as compensation for his service as a director of the Company.

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 July 10, 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 July 13, 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.

 

 

2

Item 9.01

Financial Statements and Exhibits.

 

Exhibit 
No.		   

Description

1.1    Underwriting Agreement, dated July 10, 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 July 10, 2026, between the Company and Continental Stock Transfer & Trust Company.
10.2    Registration and Shareholder Rights Agreement, dated July 10, 2026, by and among the Company, the Sponsor and the other parties thereto.
10.3    Private Placement Shares Purchase Agreement, dated July 10, 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 July 10, 2026, between the Company and the Sponsor.
10.6    Letter Agreement, dated July 10, 2026, by and among the Company, the Sponsor, and each director and executive officer of the Company.
99.1    Press Release Dated July 13, 2026.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

3

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.

 

    RESEARCH ALLIANCE CORPORATION IV
Date: July 14, 2026     By:  

/s/ Matthew D. Hammond

      Matthew D. Hammond
      Chief Executive Officer

 

4

Exhibit 99.1

RESEARCH ALLIANCE CORPORATION IV

ANNOUNCES PRICING OF $75 MILLION INITIAL PUBLIC OFFERING

NEW YORK, July 13, 2026—Research Alliance Corporation IV (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 “RACD” beginning July 13, 2026. The Company expects the offering to close on July 14, 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 Adage Capital Partners LP, ADAR1 Capital, Affinity Asset Advisors, LLC, Braidwell LP, BVF Partners, Deep Track Capital, Eventide Asset Management, Great Point Partners, LLC, Janus Henderson Investors, Perceptive Advisors, SilverArc Capital, Sirenia Capital Management LP, 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 July 10, 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

Source: View Original Filing on SEC EDGAR

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