Research Alliance Corp III Announces Business Combination to Acquire OHB Pediatrics

What Happened
Research Alliance Corporation III (RACC) announced on July 26–27, 2026 that it entered into a Business Combination Agreement to acquire 100% of OHB Pediatrics Ltd. (the Company). The parties expect the Transactions to close in the second half of 2026, subject to RACC shareholder approval and customary conditions (including HSR clearance, Nasdaq listing approval and effectiveness of a Form S-4 registration/proxy statement). As part of the deal, RACC will domesticate from the Cayman Islands to Delaware and convert its existing Class A and Class B ordinary shares into Delaware common stock prior to closing.

Key Details

• Purchase consideration: Closing Consideration = Adjusted Equity Value / $10. Adjusted Equity Value = Base Equity Value of $160,000,000 plus the Company SAFE Amount.
• Company SAFEs: SAFE holders (RA Capital funds) will provide $45,000,000 of interim financing (8% interest), which will convert into Company shares immediately prior to Closing; the principal plus accrued interest (the “Company SAFE Amount”) is added to the Base Equity Value.
• PIPE and backstop: RACC agreed a PIPE to raise $55,000,000 (subscriptions at $10.00 per share or pre-funded warrants) and a Backstop Agreement for up to 7,500,000 shares at $10.00 (up to $75,000,000) to cover potential redemptions.
• Shareholder mechanics and governance: RACC will allow redemptions of Class A shares for pro rata trust-account cash; Sponsor/Class B shares will convert to Class A before domestication and be subject to lock-ups (six months post-Closing). RACC’s post-Closing board is set by the agreement and to be classified into three classes.
• Plans and filings: The parties will prepare a Form S-4 registration/proxy statement. RACC will adopt an equity incentive plan (initial reserve = 15% of shares outstanding) and an employee stock purchase plan (initial reserve = 2%), subject to shareholder approval.

Why It Matters
This is a business-combination transaction that will make OHB Pediatrics a wholly owned subsidiary of RACC and shift RACC’s legal domicile from the Cayman Islands to Delaware. The deal structure creates several capital effects investors should note: the Company SAFE conversion increases the equity value used to calculate deal shares; the $55M PIPE and up to $75M backstop are intended to fund the combined company and cover investor redemptions; and shareholder redemptions (paid from RACC’s trust account) may reduce cash available at closing. The transaction remains subject to regulatory, listing and shareholder approvals and customary closing conditions, so timing and completion are not guaranteed. Press materials and an investor presentation were also filed with the 8-K.