Research Alliance to Acquire OHB Pediatrics in Stock Deal Valued at $160 Million Plus SAFEs

Research Alliance announced a definitive agreement to acquire OHB Pediatrics in an all-stock business combination, anchored by a $160 million base equity value plus the company's outstanding SAFEs and accrued interest. To support the transaction, the parties executed a $55 million PIPE, a backstop of up to $75 million at $10 per share, and $45 million of 8% SAFEs for interim funding. A Sponsor Letter Agreement secures voting support and waives anti-dilution protections, while planned investor rights and lock-up agreements will govern resale and post-close share transfers. Closing is expected in the second half of 2026, subject to regulatory and shareholder approvals and Nasdaq listing.

Agreement 1: Research Alliance to Acquire OHB Pediatrics in Stock Deal Valued at $160 Million Plus SAFEs

• Agreement type: Business Combination Agreement (stock-for-stock acquisition and domestication)
• Counterparty: OHB Pediatrics and its shareholders
• Signed / Effective: Jul 26 2026 / Jul 26 2026
• Duration / Termination: Until Closing
• Reason: Take OHB Pediatrics public via SPAC merger

Agreement 2: Research Alliance Secures Sponsor Support and Lock-Up Under Letter Agreement

• Agreement type: Sponsor Letter Agreement
• Counterparty: Research Alliance Holdings III, Michael F. MacLean and Timothy J. Miller
• Signed / Effective: Jul 26 2026 / Jul 26 2026
• Duration / Termination: Until Closing and specified post-close periods
• Reason: Secure support and align incentives for merger

Agreement 3: Research Alliance Raises $45 Million via 8% SAFEs From RA Capital Funds

• Agreement type: Simple agreements for future equity (SAFEs) at 8% interest
• Counterparty: RA Capital Healthcare Fund and RA Capital Nexus Fund IV
• Signed / Effective: Jul 26 2026 / Jul 26 2026
• Duration / Termination: Until conversion at Closing
• Reason: Provide interim funding ahead of merger

Agreement 4: Research Alliance Gets Up to $75 Million Backstop at $10 to Cover Redemptions

• Agreement type: Backstop equity subscription commitment
• Counterparty: RA Capital Healthcare Fund
• Signed / Effective: Jul 26 2026 / Jul 26 2026
• Duration / Termination: Through Closing
• Reason: Ensure deal certainty and minimum cash at closing

Agreement 5: Research Alliance Arranges $55 Million PIPE in Stock and Pre-Funded Warrants

• Agreement type: PIPE subscription agreements for common stock and pre-funded warrants
• Counterparty: PIPE investors (qualified institutional and accredited investors)
• Signed / Effective: Jul 26 2026 / Closing Date
• Duration / Termination: At will
• Reason: Provide growth capital at merger closing

Agreement 6: Research Alliance to Enter Investor Rights Pact With RA Capital and Holders

• Agreement type: Investor Rights Agreement with registration rights
• Counterparty: Sponsor, RA Capital Healthcare Fund, RA Capital Nexus Fund IV and other holders
• Signed / Effective: N/A / Closing Date
• Duration / Termination: Up to 5 years or until holder exits
• Reason: Facilitate liquidity via post-close resale registration

Agreement 7: Research Alliance Holders Agree to Six-Month Post-Merger Lock-Up

• Agreement type: Lock-Up Agreement (six-month transfer restriction)
• Counterparty: Sponsor, Michael F. MacLean, Timothy J. Miller and certain OHB Pediatrics shareholders
• Signed / Effective: N/A / Closing Date
• Duration / Termination: 6 months post-Closing
• Reason: Support orderly trading and alignment post-close

Original SEC Filing: Research Alliance Corp III [ RACC ] - 8-K - Jul. 27, 2026