{"url_path":"/sec/racc/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/2118032/0001193125-26-234382-index.html","accession_number":"0001193125-26-234382","cik":"0002118032","ticker":"RACC","issuer_name":"Research Alliance Corp III","edgar_url":"https://www.sec.gov/Archives/edgar/data/2118032/0001193125-26-234382-index.html","primary_entity_key":"0002118032","primary_entity_name":"Research Alliance Corp III"},"word_count":714,"has_tables":true,"body_markdown":"**Item 1.01.**\n\n**Entry into a Material Definitive Agreement.**\n\nOn May 19, 2026, the Registration Statement on Form S-1 (File No. 333-294549) (the “Registration Statement”) relating to the\ninitial public offering (“IPO”) of Research Alliance Corporation III (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, on May 19, 2026, the Company entered into the\nfollowing agreements, forms of which were previously filed as exhibits to the Registration Statement:\n\n•\n\nAn Underwriting Agreement, dated May 19, 2026, between the Company and Leerink Partners LLC, as sole\nbookrunning manager of the offering, which contains customary representations and warranties and indemnification of the underwriter by the Company;\n\n•\n\nAn Investment Management Trust Agreement, dated May 19, 2026, between the Company and Continental Stock\nTransfer & 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, and sets forth the responsibilities of the trustee; the\nprocedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement;\n\n•\n\nA Registration and Shareholder Rights Agreement, dated May 19, 2026, by and among the Company, Research\nAlliance Holdings III 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\ntransferees of the Sponsor;\n\n•\n\nIndemnity Agreements between the Company and each of the officers and directors of the Company, dated\nMay 19, 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\nexhibited to this Current Report on Form 8-K as Exhibit 10.4;\n\n•\n\nA Letter Agreement, dated May 19, 2026, by and among the Company, the Sponsor, and each of the officers and\ndirectors 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\n(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\nrestrictions 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\nconsent of the Sponsor;\n\n•\n\nA Private Placement Shares Purchase Agreement, dated May 19, 2026, between the Company and the Sponsor,\npursuant 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\n\n•\n\nAn Indemnification Agreement, dated May 19, 2026, between the Company and the Sponsor, pursuant to which the\nCompany 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.\n\nOn May 21, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares (the “Public Shares”). The Public\nShares 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).\n\nAs of May 21, 2026, a total of $75,000,000 of the net proceeds from the IPO and the Private Placement (including the underwriter’s\ndeferred 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\nMay 21, 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.\n\nThe above descriptions are qualified in their entirety by reference to the full text of the\napplicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 4.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively."}