---
title: "Research Alliance to Acquire OHB Pediatrics in Stock Deal Valued at $160 Million Plus SAFEs"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/293932378.md"
description: "Research Alliance announced a definitive all-stock agreement to acquire OHB Pediatrics, valued at $160 million plus outstanding SAFEs and accrued interest. The transaction includes a $55 million PIPE, up to $75 million in backstop commitments, and $45 million in interim SAFE funding. Closing is expected in H2 2026, pending regulatory approvals and Nasdaq listing."
datetime: "2026-07-27T12:23:01.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/293932378.md)
  - [en](https://longbridge.com/en/news/293932378.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/293932378.md)
generator: "portal-rs"
---

# 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

**Disclaimer**

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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> **Disclaimer: This article is for reference only and does not constitute any investment advice.**