RACC SEC filings, in plain English
Everything Research Alliance Corp III has filed with the SEC that we hold — 36 filings, newest first, 34 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Research Alliance Corp III (RACC) filed an S-4 registration statement on August 24, 2026, detailing a proposed business combination with Oak Hill Bio Inc. (formerly OHB Pediatrics Ltd.). The filing outlines the conversion of RACC Class B shares to Class A shares, the domestication of RACC from the Cayman Islands to Delaware as 'Oak Hill Bio Inc.', and the acquisition of 100% of Oak Hill Bio in exchange for newly issued common stock. Key financial terms include a base equity value of $160 million for Oak Hill Bio, a $55 million PIPE financing commitment, and a $75 million backstop agreement provided by RA Capital Healthcare Fund, L.P. to cover public shareholder redemptions. Why it matters: This filing is critical for investors because it establishes the definitive terms of the merger, including the valuation ($10.00 per share implied), the structure of the deal (reverse recapitalization), and the specific redemption mechanics for public shareholders. It confirms that the Sponsor and initial shareholders have waived redemption rights and agreed to vote in favor of the transaction. For public shareholders, it provides the final opportunity to redeem their shares at approximately $10.03 per share (based on June 30, 2026 trust account balances) or to retain their interest in the combined entity, which will trade under the ticker 'OAKH' on Nasdaq. The presence of the backstop agreement ensures that the company will receive sufficient capital regardless of the level of redemptions.
What changed: Schedule 13G beneficial ownership report. This document is a Schedule 13G beneficial ownership report identifying three filing entities: TCG Crossover GP III, LLC; TCG Crossover Fund III, L.P.; and Chen Yu. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing contains no mechanistic disclosures. The excerpt provides zero numerical data, percentage stakes, acquisition dates, purchase prices, or voting directives, meaning the SPAC’s redemption timeline and trust baseline remain entirely unaffected by this submission. Regarding additional substance, the text makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; all descriptors are derived exclusively from the corporate and individual names listed in the filing header. Why it matters: Schedule 13G filings trigger regulatory oversight of cross-institutional or affiliated equity accumulation, which directly impacts SPAC shareholder meeting quorum thresholds, proxy contest viability, and the capacity to approve or block a business combination. While the current excerpt lacks the quantitative thresholds and explanatory narratives required to evaluate immediate impact, the presence of crossover fund and principal identifiers warrants tracking the full exhibit to determine whether these holders are accumulating positions below trust levels, coordinating voting blocs ahead of a merger vote, or preparing to exercise redemption rights en masse when the reported deadline approaches.
What changed: Schedule 13G beneficial ownership report featuring Exhibit A, a Joint Filing Agreement executed pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934. The filing establishes a joint disclosure conduit between ADAR1 Capital Management, LLC and Daniel Schneeberger for Class A Ordinary Shares of Research Alliance Corp III. According to the submitted agreement, it does not modify the announced merger timeline, the May 21, 2028 redemption deadline, public trust account mechanics, extension triggers, target integration progress, or sponsor fiduciary conduct. No alterations to voting thresholds, redemption windows, or cash distribution waterfalls are referenced. Why it matters: For investors monitoring proxy alignment and position concentration ahead of the de-spac transaction and redemption clock, the document confirms how specific holders consolidate their Section 13(d) reporting duties, which can foreshadow coordinated voting behavior or quiet accumulation patterns. The agreement attributes execution authority solely to Daniel Schneeberger in his capacity as Manager and individually. As filed, it contains zero substantive assertions about prospective customers, revenue trajectories, addressable markets, proprietary technology, strategic alliances, active litigation, or executive appointments. Because it discloses neither aggregate share volume nor per-share consideration, it yields no calculable input for projecting dilution ratios or net trust distributions, rendering it a procedural compliance artifact rather than a valuation catalyst.
What changed: Schedule 13G (beneficial ownership report). The filing identifies Balyasny Asset Management L.P., BAM GP LLC, Balyasny Asset Management Holdings LP, Dames GP LLC, and Dmitry Balyasny as the named persons submitting the report. The provided excerpt contains no share counts, percentage calculations, transaction dates, or acquisition/disposition details. No information appears regarding the redemption calendar, trust per-share valuation, extension proceedings, business combination execution, or sponsor governance protocols. Why it matters: This is a routine regulatory submission tracking institutional equity positioning rather than a corporate action trigger. It does not modify the declared merger pathway, the stated liquidation boundary, or the baseline trust allocation framework. Because the submitted text omits all exhibit schedules, voting trusts, waiver letters, or purchase agreements, it conveys no new obligations regarding investor cash-out elections or capital commitment calls. Any material shift in deal dynamics would require a future amendment specifying threshold breaches, changes in investment intent, or attachments governing redemption behavior.
What changed: A Joint Acquisition Statement (Schedule 13G) attached to Exhibit 99.1, specifically a Joint Filing Agreement dated August 13, 2026 executed by Spruce Street Capital LP, Alex R. Rosen, and Simon Basseyn. The filing contains only procedural boilerplate assigning joint filing responsibility and liability among the named holders. It reports zero changes to redemption deadlines, trust account balances, extension voting procedures, deal execution progress, or sponsor conduct. As explicitly stated in the document, each undersigned party acknowledges independent responsibility for the completeness and accuracy of their own disclosed information, while accepting no responsibility for the others' disclosures except where they know or have reason to believe such information is inaccurate. Why it matters: Investors monitoring Research Alliance Corp III should recognize that this exhibit serves purely as a procedural compliance attachment under Rule 13d-1(k) and does not modify, extend, or accelerate any existing corporate timelines or contractual obligations. It introduces no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Any substantive beneficial ownership percentages, aggregate share counts, or potential transaction-related assertions would appear exclusively in the unattached main Schedule 13G data pages. Accordingly, this document leaves the SPAC's mechanical framework, shareholder redemption parameters, and business combination status unchanged.
What changed: Quarterly report (Form 10-Q) for a blank check company (SPAC) covering the period ended June 30, 2026, including financial statements and a subsequent business combination agreement with OHB Pediatrics Ltd. The company consummated its IPO on May 21, 2026, deposited $75 million into trust, and subsequently on July 26, 2026, entered into a business combination agreement with OHB Pediatrics Ltd. The filing also reveals a material weakness in internal controls and a going concern uncertainty. Why it matters: Investors need to know the trust value ($75,238,468 at June 30, 2026, $10 per share), the pending deal details (including backstop and PIPE), the material weakness, and the going concern risk. The redemption deadline is 2028 but the deal is expected to close in H2 2026.
What changed vs 2026-07-02going concern APPEAREDgoing-concern doubt, trust account, redeemable shares1 moved · 2 with no prior record of ours
- Going-concern doubt
- not statedstated
- Trust account
- not previously extracted$75.2M
- Redeemable shares
- not previously extracted7.50M
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“Standards Board ( FASB ) ASC 205-40, Presentation of Financial Statements Going Concern, the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year”…
The clause “Current Assets 961,461 Long-term prepaid expenses 107,208 Marketable securities held in Trust Account 75,238,468 Total Assets $ 76,307,137 LIABILITIES, CLASS A ORDINARY SHARES SUBJET TO POSSIBLE REDEMPTION AND SHAREHOLDERS DEFICIT Current”…
The clause “479,000,000 shares authorized; 275,000 shares issued and outstanding, excluding 7,500,000 shares subject to possible redemption 28 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 1,323,529 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: An SEC Form 425 filing transmitting a social media post from Oak Hill Bio and referenced third-party press articles covering a proposed merger/business combination between Research Alliance Corp III (RACC) and Oak Hill Bio (OHB Pediatrics Ltd). The filing advances the transaction timeline by disclosing a Business Combination Agreement dated July 26, 2026, between RACC and Oak Hill Bio. Oak Hill Bio CEO Josh Distler announced via the attached social media post that the merged entity will list on Nasdaq under the ticker symbol OAKH with a closing expected by the end of 2026. Deal mechanics detail that RACC’s trust account will contribute $75 million to the combined company, layered with $100 million in committed private financing from RA Capital and other investors, producing $175 million in launch cash. The filing also notes a separate $32.5 million Series A raise designated for the lead asset rugonersen. Regarding governance and voting procedures, the filing states RACC intends to file a registration statement on Form S-4 containing preliminary and definitive proxy statements to be mailed to RACC shareholders for solicitation, with a record date to be established. No amendments to the existing redemption calendar, trust maintenance provisions, deadline extensions, or sponsor conduct protocols were disclosed in this communication. Why it matters: The disclosure materially defines the capital stack funding the de-SPAC, pairing $75 million from the SPAC trust with $100 million in private placement capital, which may affect initial listing liquidity and warrant exercise dynamics relative to trusts funded solely by public proceeds. Clinically, the filing updates the development trajectory: Distler confirmed the Phase 3 BEACON trial for rugonersen dosed its first patient as of early August 2026, with a primary completion date and potential NDA submission both targeted for 2029. This sequencing positions the asset behind competing antisense oligonucleotide programs from Ultragenyx Pharmaceutical and Ionis Pharmaceuticals, both running Phase 3 trials; Distler noted Ultragenyx anticipates results this year, while observing that in the therapeutic space, participants often face pressure to be first or best. Commercial and demographic parameters are outlined by Oak Hill Bio stating Angelman syndrome affects approximately 1 in 15,000 births and impacts roughly 500,000 patients globally. Asset history reveals Roche initiated a Phase 1 trial in 2020 but shelved rugonersen in 2023 after the Foundation for Angelman Syndrome Therapeutics conveyed the drug failed to meet Roche’s efficacy targets; Oak Hill Bio subsequently licensed the molecule in April 2025. Corporate lineage indicates Takeda spun out Oak Hill in 2022, Distler is slated to remain as CEO of the combined company, and RACC director Matthew Hammond publicly endorsed the transaction as combining compelling science with experienced leadership. Investors should track the forthcoming S-4 filing for definitive proxy voting logistics, redemption thresholds, and any sponsor support agreements tied to the public float.
What changed: Schedule 13G beneficial ownership report. The filing identifies Bank of America Corp /DE/ as the reporting holder but contains no narrative, share counts, transaction dates, or percentages. It therefore records no updates to redemption windows, trust accounting rules, extension procedures, merger execution milestones, or sponsor actions. Why it matters: This is a routine regulatory disclosure. Because the document provides no operational details or numerical thresholds, it does not accelerate shareholder exit options, modify capital preservation structures, signal timeline adjustments for the announced transaction, or reflect sponsor conduct shifts. It merely satisfies periodic institutional reporting requirements without impacting the SPAC’s corporate trajectory.
What changed: A Rule 425 filing submitting a LinkedIn post shared on July 28, 2026, by Timothy J. Miller, independent director of RACC, announcing the execution of a Business Combination Agreement dated July 26, 2026 with OHB Pediatrics Ltd., and directing investors to the forthcoming Form S-4 registration statement. No updates are provided to the redemption calendar, trust account value per share, or extension provisions. The filing simply advances deal progress by confirming the July 26, 2026 agreement date and establishing that RACC intends to file a Form S-4 containing preliminary and definitive proxy statements before mailing voting materials to shareholders of record. Why it matters: While it alters no redemption mechanics or trust terms, it materially shifts the transaction into the formal SEC disclosure and shareholder solicitation phase. Per the post, RACC and OHB Pediatrics management project market size and growth potential, outline expectations for clinical trial initiation, completion, and data readout timing, cite potential product candidate approval pathways, identify financing and business milestones, and acknowledge supply chain and raw material sourcing dependencies. The filing also explicitly notes that the 'amount of redemption requests made by RACC’s public shareholders' remains a cited risk factor that could adversely affect the combined company or expected benefits. Investors must now track the S-4 filing for definitive economic structures and the official voting/redemption cutoff schedule.
What changed: Rule 425 filing by Research Alliance Corporation III (RACC) disseminating LinkedIn posts from OHB Pediatrics Ltd. executives and providing standard disclosures regarding the proposed business combination. The Business Combination Agreement between RACC and OHB Pediatrics Ltd. was entered into on July 26, 2026. This filing confirms the deal and includes social media posts from the target's CEO, CFO, CMO, CSO, and COO promoting the transaction. No changes to trust value, redemption deadline, extensions, or sponsor conduct were disclosed in this filing. Why it matters: This filing provides formal confirmation that a definitive business combination agreement has been signed, moving the SPAC from a target announcement to a binding deal. The LinkedIn posts indicate the target's leadership is actively promoting the combination, which could influence shareholder sentiment. The filing also serves as a reminder that a registration statement on Form S-4 will be filed, and shareholders should review that document for detailed information.
What changed: A Schedule 13D/A amendment to a beneficial ownership report, identified by submission marker [0002135648-26-000011]. The provided text contains no operational updates regarding RACC’s redemption calendar, trust account valuation, extension mechanisms, business combination trajectory, or sponsor conduct; the structured holder table that would ordinarily detail shifts in percentage ownership, block transfers, or financing accommodations is explicitly flagged as absent in this XML variant. Why it matters: Because the tabular disclosures are missing, the excerpt generates zero attributable claims concerning prospective customers, revenue projections, total addressable market, technology roadmaps, partnership configurations, litigation posture, or management transitions. Correlating the circulation timestamp of 2026-07-28 with the statutory business combination expiration of 2028-05-21 yields no new procedural signals regarding capital deployment or shareholder return thresholds. Without the underlying row-level data, the filing cannot substantiate dilution estimates, warrant exercise windows, or sponsor promote vesting schedules. Analysts must retrieve the complete exhibit to verify whether the 13D/A functions as a routine cyclical update or a corrective filing.
What changed: 8-K filed by Research Alliance Corp III (RACC) announcing entry into a definitive Business Combination Agreement with OHB Pediatrics Ltd. (Oak Hill Bio), a clinical-stage rare disease biotech developing rugonersen for Angelman syndrome. RACC signed a Business Combination Agreement to acquire OHB Pediatrics. Key deal terms: base equity value $160M, adjusted by $45M SAFE (8% PIK) from RA Capital. Total committed financing of $100M ($45M SAFE + $55M PIPE at $10.00/share). Trust account holds approximately $75M (per share price $10.00); redemptions fully backstopped by RA Capital via Backstop Agreement for up to $75M. Closing expected in second half of 2026. RACC will domesticate from Cayman to Delaware. Public shareholders have redemption rights. Sponsor and certain shareholders subject to 6-month lock-up. Post-closing company renamed Oak Hill Bio, Inc., ticker OAKH on Nasdaq. Target's lead candidate rugonersen is in Phase 3 BEACON trial; first patient dosed July 2026. Target expects cash runway through NDA filing in 2H2029. Why it matters: This is the definitive business combination announcement, the most critical event for a SPAC. It provides the target, valuation ($160M base), financing structure ($100M), trust mechanics ($10.00/share with backstop), redemption deadlines (vote with S-4), shareholder vote, and post-close ownership. The filing includes all ancillary agreements (sponsor letter, SAFE, backstop, PIPE subscription, investor rights, lock-up) and an investor presentation with market estimates (~$4-5B AS market, ~30k patients). It also describes sponsor conduct: RA Capital provides both SAFE and backstop, aligning incentives. The extensive business and financial details allow investors to evaluate the deal.
What changed: Business combination agreement and related agreements, filed as Form 8-K under Rule 425, announcing a definitive merger between Research Alliance Corporation III (RACC) and OHB Pediatrics Ltd. (Oak Hill Bio), a clinical-stage rare disease company. RACC entered into a definitive Business Combination Agreement on July 26, 2026 to acquire OHB Pediatrics Ltd. (Oak Hill Bio). Key terms: Base equity value of Oak Hill Bio $160M; Adjusted Equity Value includes a $45M SAFE from RA Capital; Closing consideration = Adjusted Equity Value / $10.00 per share. RACC trust account had at least $75M as of the date; redemption rights provided; fully backstopped up to $75M by RA Capital Healthcare Fund (Backstop Agreement). PIPE financing of $55M at $10.00 per share. Closing expected second half 2026. Termination date initially January 26, 2027, extendable to April 26, 2027 if certain conditions remain unmet. Post-closing company to be named Oak Hill Bio, Inc., trading under ticker OAKH on Nasdaq. Why it matters: This is the definitive business combination agreement that sets the deal structure, valuation, financing, and timeline. Investors should monitor the shareholder vote, redemption deadline, and the backstop which reduces the risk of large redemptions draining the trust. The filing also contains detailed representations and warranties about the target's business, pipeline (rugonersen for Angelman syndrome), and regulatory status. The trust value is $10.00 per share and the backstop ensures any redemptions are covered up to $75M.
What changed: Quarterly report (10-Q) for the period from inception (February 19, 2026) through March 31, 2026, filed after the IPO closed on May 21, 2026. This is the first periodic report since the IPO. It establishes baseline financials: no operations, net loss of $65,249, cash of $280,275, working capital deficit of $490,291. It describes the IPO completed on May 21, 2026: 7,500,000 Class A shares at $10.00 per share, gross proceeds $75,000,000, offering costs $3,727,251 (including $2,250,000 deferred underwriting). Simultaneous private placement of 275,000 Class A shares at $10.00 per share, gross proceeds $2,750,000. Trust account funded with $75,000,000 ($10.00 per share). Sponsor loan of $300,000 repaid from IPO proceeds. Also discloses a material weakness in internal control over financial reporting related to classification of expenses. Why it matters: The filing confirms trust value at $10.00 per share ($75,000,000) and the 24-month deadline (May 2028). No business combination target has been selected or discussed. The material weakness in disclosure controls is a red flag for internal governance. Sponsor conduct includes standard promissory note repayment and founder share issuance. Conversion mechanics: Founder shares (Class B) convert to Class A at 15% of post-IPO shares. No working capital loans outstanding but $3,000,000 facility available. Redemption features are standard. The company has a working capital deficit pre-IPO but expects sufficient funds post-IPO.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D regulatory submission, executed on May 29, 2026, by Research Alliance Holdings III LLC and Matthew Hammond. The document stipulates that the two named filers will combine their reporting obligations for RACC Class A ordinary shares, par value $0.0001 per share, into a single Schedule 13D under SEC Rule 13(d)(1)(k). It specifies that either party may terminate the arrangement upon one week’s prior written notice. The text contains no data regarding redemption deadlines, trust account balances, extension votes, target merger progress, or sponsor conduct, leaving all mechanical parameters unaddressed by this exhibit. Why it matters: Because the filing serves exclusively as a procedural wrapper for ownership disclosure, it signals coordinated administrative handling between the sponsor entity and its manager rather than operational or financial developments. No claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present. Investors tracking RACC’s redemption calendar or capital deployment should look to the primary Schedule 13D body or separate SPAC filings, as this agreement alters neither the trust composition nor the stated timeline. Attributed entirely to the filing parties, the document confirms only their mutual consent to streamline regulatory submissions and carries no standalone pricing or voting directives.
What changed: A routine compliance exhibit in the form of a Joint Filing Agreement attached to an SEC Schedule 13G beneficial ownership report. The filing consolidates a reporting obligation for Trails Edge Capital Partners, LP, Trails Edge Biotechnology Master Fund, LP, and Ortav Yehudai regarding their holdings of Class A Ordinary Shares, $0.0001 par value per share, of Research Alliance Corporation III. It reports no movements affecting redemption deadlines, trust account balances, extension proposals, merger execution status, or sponsor conduct, as the text contains no acquisition dates, share quantities, or transaction pricing. Why it matters: While procedurally standard, the agreement maps the legal and investment authority chain for a notable institutional bloc ahead of the 2028-05-21 conversion window. By naming Ortav Yehudai as Chief Investment Officer executing filings on behalf of the funds’ general partners, it clarifies which individual holds delegated decision-making power for potential capital commitments or proxy guidance during the post-announcement phase. No claims regarding customer bases, revenue streams, market sizing, strategic pivots, technological assets, partnership formations, litigation exposures, or executive personnel shifts appear in the filing.
What changed: A Joint Filing Agreement attached to a Schedule 13G beneficial ownership report for the Class A Ordinary Shares, par value $0.0001 per share, of Research Alliance Corporation III. The filing is a procedural agreement executed on May 29, 2026, by Mark N. Lampert and nine affiliated entities (including BVF I GP LLC, Biotechnology Value Fund II LP, and others) to jointly submit a single Schedule 13G on their behalf pursuant to Rule 13d-1(k)(1). The excerpt contains no disclosure of aggregate shares held, percentage of ownership, or acquisition/disposition activity. It reports no updates to the trust account balance, redemption window, extension voting timeline, merger agreement execution, or sponsor governance changes. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document delivers zero mechanics-related information. It does not alter the 2028-05-21 deadline, confirm or modify trust per-share balances, announce an extension vote, or provide transaction status. The only substantive data point present is the stated par value of $0.0001 per share, which carries no economic weight for redemption calculations. Without the accompanying Schedule 13G summary page disclosing actual share counts or ownership percentages, the filing reveals nothing about Mark N. Lampert’s or his affiliated funds’ economic stake, voting power, or alignment with the SPAC’s announced deal or redemption risk. It is an administrative compliance step rather than a catalyst for valuation or timeline adjustments.
What changed: Form 8-K Current Report accompanied by audited financial statements (Exhibit 99.1), serving as the official notification of Research Alliance Corporation III’s initial public offering consummation and trust account establishment. As stated in Item 8.01, the Company consummated its IPO on May 21, 2026, selling 7,500,000 Class A ordinary shares at $10.00 per share for $75,000,000 in gross proceeds. Concurrently, sponsor Research Alliance Holdings III LLC purchased 275,000 private placement shares for $2,750,000. The Company deposited $75,000,000 of net proceeds (inclusive of a $2,250,000 deferred underwriting commission) into a U.S. trust account with Continental Stock Transfer & Trust Company acting as trustee. Mechanics confirmed by the audited balance sheet and financial note disclosures include: $1,255,049 in untrusted cash, $1,161,503 in working capital, and $3,762,251 total offering costs comprising $750,000 upfront underwriting discounts and $762,251 other offering expenses. The combination period remains fixed at 24 months from the IPO closing date (expiring May 21, 2028), with a strict provision limiting individual public shareholders to redeeming more than 15% of IPO shares absent prior Company consent. Upon failure to complete a deal by the deadline, the sponsor waives liquidation rights for founder and private shares, while the underwriter waives its right to the $2,250,000 deferred commission held in trust. The Sponsor has agreed to indemnify the trust account if third-party claims reduce the per-share amount below the lesser of $10.00 or the actual trust balance, though the Company notes the sponsor holds only Company securities and may lack sufficient liquidity to satisfy these indemnification obligations. Why it matters: This filing establishes the definitive trust value ($75,000,000) and hard redemption/liquidation deadline (May 21, 2028). According to Note 1, management has selected no specific business combination target and has engaged in no substantive discussions with any prospective acquirer. Consequently, there are no immediate deal timelines, amendment proposals, or extension votes on the horizon; investors instead face a pure execution phase where the Company must locate, vet, and secure a target using the disclosed $1,255,049 post-IPO cash reserve. The documented sponsor and underwriter waivers structurally cap downside risk during a failed liquidation scenario, preserving the maximum possible return to public redemptions. Investors monitoring trust erosion or dilution should watch for future filings regarding convertible working capital loans (up to $3,000,000 at $10.00 per share) or changes to the independent director composition, as both could alter capital structure dynamics before the 2028 expiration.
What changed: Routine compliance exhibit: Schedule 13G – beneficial ownership report identifying Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. as reporting persons for shares of Research Alliance Corp III. No mechanical updates are disclosed. The excerpt contains only reporting-person names and a document identifier; it provides no share quantities, ownership percentages, acquisition dates, or amendment flags. There is no reference to the SPAC’s redemption calendar, trust account composition, extension mechanics, target due-diligence or signing milestones, or sponsor governance conduct. Why it matters: Institutional 13Gs typically signal capital positioning ahead of a business-combination vote, redemption election, or charter amendment. Because the provided text omits the mandatory holdings table, the Item 4 purpose-of-transaction statement, and any references to voting or merger agreements, investors cannot assess whether Perceptive is funding a commitment letter, holding for the scheduled deadline, or preparing to influence a proxy contest. Full exhibits and subsequent amendments must be reviewed before adjusting expectations around the 2028-05-21 expiration or evaluating deal-proceeding feasibility.
What changed: Routine compliance exhibit: a Schedule 13G joint filing agreement. The filing identifies four reporting persons—Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz—as co-signatories under a single beneficial ownership statement. Exhibit 1 executes a standard joint filing acknowledgment dated May 28, 2026, confirming that subsequent amendments will be lodged collectively and delineating that each party assumes independent responsibility for the accuracy of its own disclosed information. Nothing in this attachment alters the redemption calendar, trust mechanics, extension history, or announced business combination timeline. Why it matters: Investors monitoring the stated deadline and unit composition will find no procedural shifts here. The attachment discloses zero claims regarding customer concentration, revenue streams, addressable market sizing, strategic initiatives, technological IP, commercial partnerships, ongoing litigation, or executive personnel changes. Its sole operative effect is administrative: it binds the listed entities to shared SEC disclosure obligations without disclosing aggregate percentage ownership, voting thresholds, or tender intentions. Consequently, the filing carries no immediate impact on trust distributions, sponsor oversight, or deal execution schedules.
What changed: SEC Form 4 insider ownership report. Per the filing, director, Chief Executive Officer, and 10% owner Matthew Hammond acquired 275,000 shares at $10 via grant/award on 2026-05-21, leaving him with exactly 275,000 shares post-transaction. The submission does not adjust the public SPAC redemption deadline of 2028-05-21, the stated trust value of $10 per share, or the currently announced deal status. Why it matters: The insider grant increases executive equity concentration during the combination phase without touching trust account liquidity, shareholder redemption windows, or extension mechanics. The document contains no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, active litigation, or personnel changes beyond the reported acquisition. All numerical assertions—the $10 price, 275,000 share count, 10% ownership designation, and 2028-05-21 expiration—originate solely from the issuer’s filing and require no extrapolation.
What changed: Form 4 — insider ownership report documenting a change in beneficial ownership. Research Alliance Holdings III LLC /Cayman, identified as a director and 10% owner, received a grant/award of 275,000 shares at $10 on 2026-05-21, resulting in a post-transaction holding of exactly 275,000 shares Why it matters: This filing confirms the sponsor’s retention of its foundational equity stake following the announced business combination, reflecting standard promoter allocation mechanics rather than open-market trading. It does not modify the 2028-05-21 redemption deadline, adjust trust account mechanics, signal an extension vote, or advance the target integration timeline. Beyond the straightforward reporting of the insider position, the document contains no claims or data regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or executive personnel changes. All figures—275,000 shares, $10 price, and 2026-05-21 transaction date—are drawn exclusively from the Form 4 disclosure.
What changed: Form 8-K filed by Research Alliance Corporation III (RACC) to report the consummation of its initial public offering (IPO) and the execution of related definitive agreements. The SPAC completed its IPO of 7,500,000 Class A ordinary shares at $10.00 per share, generating $75,000,000 in gross proceeds. The net proceeds of $75,000,000 (including the underwriter's deferred discount of $2,250,000 and proceeds from a concurrent private placement of 275,000 shares to the sponsor for $2,750,000) were deposited into a trust account. The company adopted an amended and restated memorandum and articles of association, appointed two new directors (Michael F. MacLean and Timothy J. Miller) and established board committees. The sponsor and insiders entered into a letter agreement imposing lock-ups, voting commitments, and trust account waivers. The deadline to complete a business combination is 24 months from the closing date (May 21, 2026), i.e., May 21, 2028. Why it matters: This filing establishes the baseline trust value of $10.00 per public share, the redemption deadline, the founder share lock-up period (one year after business combination or earlier upon share price trigger), and the sponsor's agreement to vote in favor of any business combination. It also confirms that the company intends to focus on a healthcare target. Investors can now track trust value, monitor extension votes, and assess sponsor conduct against the commitments disclosed.
What changed: A Rule 424(b)(4) registration statement supplement functioning as an IPO prospectus for Research Alliance Corporation III, a newly organized Cayman Islands blank check company offering 7,500,000 Class A ordinary shares. This filing establishes the capital structure, redemption mechanics, and governance rules ahead of the May 21, 2026 expected closing. Why it matters: Structural economics create severe sponsor alignment risks: the sponsor acquired founder shares for $25,000 ($0.02 per share) and will see those stakes become worthless absent a transaction, incentivizing acceptance of suboptimal targets. Officers and directors owe primary fiduciary duties to RA Capital Management, which the prospectus notes holds 'over $15 billion of regulatory assets under management as of December 31, 2025' and operates multiple competing investment vehicles. Consequently, the filing discloses that 'investment ideas generated within or presented to RA Capital Management...
What changed: This document is an SEC Form 3 insider ownership report. Filed by Research Alliance Holdings III LLC, identified as a director and 10% owner, the submission states 'No non-derivative transactions or holdings reported.' This means there is no update to sponsor equity alignment, warrant conversion pathways, or public share dilution mechanics. The redemption architecture remains static, preserving existing extension options, trust distribution protocols, and sponsor commitment signaling without incremental equity movement or derivative settlement ahead of the business combination window. Why it matters: For investors tracking capital preservation and sponsor behavior, the transactional silence confirms the managing principal has not altered position sizing, leveraged trust assets, or shifted voting concentration relative to the redemption threshold. The filing contains zero operational disclosures; there are no attributed claims regarding customer acquisition, revenue recognition, total addressable market, technology development, corporate partnerships, litigation posture, or leadership changes. All structural assertions derive exclusively from the issuer designation, the reporting person’s self-characterized 10% ownership stake, and the explicit declaration of unreported holdings.
What changed: SEC Form 3 — an initial insider ownership report for Research Alliance Corp III. The filing attributes director, Chief Executive Officer, and 10% owner designations to Matthew Hammond, while explicitly disclosing that no non-derivative transactions or holdings are reported. Why it matters: This zero-activity submission leaves the business combination timeline, redemption mechanics, extension triggers, and trust preservation completely unchanged. No movement in sponsor equity concentration or corporate governance occurs. Aside from verifying Hammond’s 10% stake and executive titles, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, personnel changes, or litigation. It operates purely as a routine administrative baseline, providing no new data points to alter shareholder tracking or deal progression metrics.
What changed: A Securities and Exchange Commission Form 3, self-described in the filing header as an "insider ownership report" submitted to register initial beneficial security positions. According to the Form 3 text, Francis Sherman Adams was designated as Chief Financial Officer and the filing explicitly states "No non-derivative transactions or holdings reported." The document contains no amendments, schedules, or exhibits addressing redemption deadlines, trust account valuations, extension mechanisms, merger completion milestones, or sponsor pledge enforcement. The text offers zero updates to shareholder withdrawal windows, cash-per-share distribution amounts, or liquidation triggers. Why it matters: This submission functions as a standard regulatory baseline for executive transparency rather than a catalyst for capital structure or timeline adjustments. Because the reporting person’s own certification records no open market purchases, private placements, or vested equity for the CFO title, it signals no immediate shift in sponsor alignment, deal financing dependencies, or executive compensation leverage relative to business combination outcomes. No customer names, revenue metrics, addressable market estimates, technology disclosures, partnership agreements, or litigation references appear in the text; consequently, the filing carries no independent weight toward redemption calculus or extension voting behavior.
What changed: A Form 3 insider ownership report, classified as a routine compliance exhibit disclosing initial beneficial ownership status for Research Alliance Corp III. Director Timothy J. Miller submitted the Form 3 declaring he reported no non-derivative transactions or holdings. The document contains no provisions that alter the 2028-05-21 redemption deadline, adjust trust distributions, trigger SPAC extensions, advance deal execution, or reflect sponsor conduct shifts. Why it matters: For investors tracking redemption mechanics and insider alignment, this filing establishes a verified compliance baseline: the reporting director explicitly certified zero non-derivative equity exposure as of the 2026-05-19 submission date. By confirming no immediate stock purchases or sales, the SEC submission signals that insider capital commitment remains unchanged relative to the announced business combination. While the document does not modify the trust structure or transaction timeline, it satisfies Section 16 initial disclosure obligations and leaves all existing investor rights, redemption windows, and sponsor milestones intact for continued monitoring.
What changed: SEC Form 3 – insider ownership report. Director MacLean Michael F submitted the filing disclosing no non-derivative transactions or holdings in Research Alliance Corp III. The reporting party recorded zero insider purchases, sales, or derivative position changes, providing no new data on sponsor conduct, insider alignment, or trading behavior that would intersect with redemption mechanics, trust preservation strategies, or extension voting timelines. Why it matters: Attributed to the reporting individual and the issuer, the document contains no assertions about customers, revenue, market sizing, corporate strategy, proprietary technology, commercial partnerships, legal disputes, or executive appointments beyond the standing directorship. Because the filer explicitly states that no non-derivative transactions or holdings are reported, the submission offers no substantive operational or financial intelligence for shareholders monitoring deal progress or redemption windows. This routine regulatory compliance exhibit functions as an administrative record rather than a material catalyst for trust valuation shifts or merger timeline adjustments.
What changed: Form 3 Initial Beneficial Ownership Statement (SEC Insider Ownership Report). According to the filing, reporting person Henry William Stusnick, who holds the titles of Chief Operating Officer and Chief Business Officer, disclosed zero non-derivative transactions and reported no holdings as of the 2026-05-19 submission date. No equity positions, warrant exercises, convertibles, or derivative settlements were recorded or amended. Why it matters: This submission does not alter RACC’s announced merger status, track against the May 21, 2028 redemption deadline, or touch trust account distribution mechanics. Because it records no insider purchases, sales, or position builds, it provides no signal regarding management conviction, sponsor alignment, or liquidity pressure ahead of the extension window. The filing’s only operative effect is confirming routine SEC reporting compliance for a senior operating officer during the post-announcement phase. The document contains no claims about target customers, revenue trajectories, addressable market size, technical milestones, vendor partnerships, litigation exposure, or executive compensation adjustments.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, specifically registering Class A Ordinary Shares with a par value of $0.0001 per share for listing on The Nasdaq Stock Market LLC. None. The filing contains no modifications to the trust account per-share value, redemption deadline, extension provisions, business combination timeline, or sponsor governance. It is a purely administrative exchange listing submission that cross-references the company’s existing Registration Statement on Form S-1 (Registration No. Why it matters: The registrant incorporates by reference the full description of securities from the aforementioned S-1 prospectus, noting that any subsequently filed prospectuses or supplements will also be incorporated. The document identifies Research Alliance Corporation III as a Cayman Islands corporation (I.R.S. Employer Identification No. 98-1918931) headquartered at 600 Fifth Avenue, 23rd Floor, New York, NY 10020. Chief Executive Officer Matthew D. Hammond signed the registration form on May 18, 2026.
What changed: Amendment No. 2 to Form S-1 registration statement for the initial public offering of Research Alliance Corporation III, a blank check company (SPAC) seeking to raise $75 million by selling 7.5 million Class A ordinary shares at $10 per share. Compared to the original S-1 (filed March 24, 2026) and Amendment No. 1, this amendment (a) upsized the offering from 5,750,000 to 7,500,000 shares, (b) reflected a May 2026 share capitalization that increased founder shares from 1,014,706 to 1,323,529 (with 290,563 additional shares to the sponsor and 9,130 each to two director nominees) to maintain the 15% ownership threshold, (c) updated financial statements to include the share capitalization, and (d) added various exhibits (underwriting agreement, amended charter, legal opinions, trust agreement, registration rights, private placement purchase agreement, indemnity agreements, and insider letter). Why it matters: The filing provides definitive terms for the SPAC’s IPO, including trust size ($75M, $10/share), 24-month deadline to complete a business combination, sponsor compensation (founder shares at ~$0.02/share, private placement of 275,000 shares at $10), redemption mechanics, and lock-up provisions. The upsizing and share capitalization indicate strong sponsor commitment and potential dilution considerations. Investors should note the deadline for a business combination is 24 months from closing, and there is no limit on extensions if shareholder-approved.
What changed: Amendment No. 1 to Research Alliance Corporation III's Form S-1 registration statement for its proposed SPAC initial public offering, filed April 23, 2026. In the company's own terms, it is a registration statement/preliminary prospectus for an IPO of 5,000,000 Class A ordinary shares at $10.00 per share, or up to 5,750,000 shares if the underwriter's 45-day over-allotment option to buy 750,000 additional shares is exercised in full, with Leerink Partners as sole book-running manager. It is not a business combination agreement or proxy statement; the company states it has not selected any business combination target and has not initiated substantive discussions with any target. This is the first amendment to the S-1, updating the preliminary prospectus to a 'subject to completion, dated April 23, 2026' version and adding exhibits: form of underwriting agreement, amended and restated memorandum and articles, investment management trust agreement, registration and shareholder rights agreement, private placement purchase agreement, indemnity agreement, insider letter, Cayman legal opinion, auditor consent, and director nominee consents. The audited financial statements remain as of February 25, 2026, with a going-concern emphasis paragraph from CBIZ. Proposed IPO terms are unchanged: $50,000,000 of proceeds, or $57,500,000 if the over-allotment option is exercised in full, will be deposited into a U.S. trust account with Continental Stock Transfer & Trust Company as trustee, equal to $10.00 per share. The company still has 24 months from the closing of the offering to complete its initial business combination, states there is no limit on the number of extensions it may seek, and says any extension amendment would carry redemption rights for public shareholders. No target or merger agreement is included, and the filing does not extend or alter the tracked 24-month window. Why it matters: For investors tracking the redemption calendar, this filing establishes the core terms that will govern once the IPO closes: $10.00 per public share in trust; redemption at the initial business combination equal to the trust account per-share amount; a 15% per-beneficial-owner redemption cap if shareholder approval is used; a 24-month completion deadline from IPO closing; and extension votes with redemption rights. The trust agreement permits disbursement only under a termination letter countersigned by Leerink, for tax payments, for shareholder redemptions, and for up to $300,000 per year of interest for working capital. It also bears on sponsor conduct and economics: the sponsor paid $25,000 for 1,014,706 founder shares, or approximately $0.02 per share, of which 132,353 are forfeitable if the over-allotment option is not exercised; the sponsor will buy 695,000 private placement shares, or 702,500 if the over-allotment option is exercised in full, at $10.00 per share; up to $3,000,000 of working capital loans may convert at $10.00 per share; and the sponsor has a non-binding indication to purchase up to $100.0 million of shares at the de-SPAC. The underwriter receives $0.40 per share total compensation, including $0.30 per share deferred until a business combination, and Leerink has a right of first refusal on de-SPAC financings with a fee equal to the greater of $2.0 million or 1% of proceeds raised, excluding RA Capital proceeds. Strategically, the sponsor is an affiliate of RA Capital Management, which the prospectus says had over $15 billion of regulatory assets under management as of December 31, 2025, and the company plans to focus on healthcare-related targets; prior affiliated SPACs include Research Alliance Corp I, which merged with POINT Biopharma and was later acquired by Eli Lilly, and Research Alliance Corp II, which liquidated. There is no de-SPAC progress here: no target selected, no substantive discussions, and no change to the 24-month deadline.
What changed: Form S-1 Registration Statement under the Securities Act of 1933 for Research Alliance Corporation III, a newly organized blank check company (SPAC) seeking to raise $50 million through an initial public offering of 5,000,000 Class A ordinary shares at $10.00 per share. The SPAC intends to focus on healthcare and life sciences targets and is sponsored by an affiliate of RA Capital Management. This is the initial public filing of the S-1 registration statement. It establishes all material terms of the SPAC IPO, including: no warrants, a 24-month business combination deadline from closing, a trust of $10.00 per share, sponsor equity at $0.02 per founder share, a $6.95 million private placement of Class A shares by the sponsor at $10.00 per share, redemption rights for public shareholders, and a 15% redemption limit for holders of more than 15% of public shares when a vote is held. The document also names the management team (Matthew Hammond, CEO; Henry Stusnick, CBO/COO; Fran Adams, CFO; director nominees Michael MacLean and Timothy Miller) and details the sponsor's prior SPAC experience (Research Alliance Corp. I and II). Why it matters: This filing provides the foundational disclosure for investors to evaluate the SPAC's IPO. It specifies the trust mechanics, sponsor compensation (founder shares at nominal cost), potential dilution through founder share conversion anti-dilution rights, conflict-of-interest risks, and the 24-month window to complete a de-SPAC. The detailed risk factors, use of proceeds, and dilution tables allow investors to assess the economics and governance of the offering. No target has been identified; the SPAC has not initiated substantive discussions with any business combination candidate.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.