Research Alliance Corp III

As filed with the United States Securities and Exchange Commission on M

arch

24, 2026

Registration 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

600 Fifth Avenue, 23

rd

Floor

New York, NY 10020

Tel.: +1 (617)778 2500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Matthew Hammond

600 Fifth Avenue, 23

rd

Floor

New York, NY 10020

Tel.: +1 (617)778 2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public

: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAR

CH 2

4, 2026

PRELIMINARY PROSPECTUS

$50,000,000

5,000,000 Class A Ordinary Shares

Research Alliance Corporation III is a newly organized blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

This is an initial public offering of our Class A ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initial public offering price per share of $10.00. The underwriter has a 45-day option from the date of this prospectus to purchase up to 750,000 additional public shares to cover over-allotments, if any. Unlike many other initial public offerings of special purpose acquisition companies (“SPAC IPOs”), investors in this offering will not receive warrants that would become exercisable following completion of our initial business combination.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a

price, payable in cash, equal to the aggregate amount then on deposit in our trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net of amounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000, and/or to pay our taxes (which shall not be subject to the $300,000 annual limitation described in the foregoing)), divided by the number of then-outstanding public shares. As further described in this prospectus, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares sold in this offering, without our prior consent. If we do not consummate an initial business combination within 24 months from the closing of this offering or our board of directors approves an earlier liquidation, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. We may seek shareholder approval to amend our amended and restated memorandum and articles of association toextend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the related amendments are implemented by the directors, holders of our public shares will be offered an opportunity to redeem their shares.

See “

Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination

Currently, there is no public market for our Class A ordinary shares. We intend to apply to have our public shares listed on The Nasdaq

Capital

Market, or Nasdaq, under the symbol “RACC.” We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect that the Class A ordinary shares will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Leerink Partners informs us of its decision to allow earlier separate trading, subject to certain conditions.

We are an “emerging growth company” and “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk.

See “

” beginning on page 41 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $50,000,000, or $57,500,000 if the underwriter’s over-allotment option is exercised in full ($10.00 per share in either case), will be deposited into a trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to permitted withdrawals of interest earned on the funds held in the trust account that may be released to us as described above, our amended and restated memorandum and articles of association will provide that the proceeds from this offering and the sale of the private placement shares held in the trust account will not be released from the trust account (1) to us, until the completion of our initial business combination, or (2) to our public shareholders, until the earliest of (a) the completion of our initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any public shares properly tendered in connection with the implementation by the directors of, following a shareholder vote, an amendment to our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed or repurchased in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (c) the redemption of our public shares if we have not consummated our business combination within 24 months from the closing of this offering, subject to applicable law.

On February 25, 2026, our sponsor, Research Alliance Holdings III LLC, purchased an aggregate of 1,014,706 Class B ordinary shares (“founder shares”) (of which 132,353 are subject to forfeiture if the underwriter does not exercise its over-allotment option) for an aggregate purchase price of $25,000, or approximately $0.02 per share. In March 2026, our sponsor transferred 30,000 founder shares to each of Mr. MacLean and Mr. Miller. Such shares held by our independent directors will not be subject to forfeiture in the event the underwriter’s over-allotment option is not exercised. The founder shares will automatically convert into our Class A ordinary shares at the time of our initial business combination, or at any time prior thereto at the option of the holder on a

basis, subject to adjustment pursuant to certain anti-dilution rights, as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our amended and restated memorandum and articles of association. In that case, the founder shares, which are designated as Class B ordinary shares, will be convertible at the option of the holder on a

basis or will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an

basis, 15% of the sum of (i) the total number of ordinary shares issued and outstanding (excluding the private placement shares) upon the consummation of this offering, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or

convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent shares issued to our sponsor, members of our management team or any of their affiliates upon conversion of working capital loans made to the Company. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.

See “

Summary — Our Sponsor,

” “

Summary — The Offering — Founder shares,

” “

Summary — The Offering — Transfer restrictions on founder shares,

” “

Summary — The Offering — Founder shares conversion and anti-dilution rights,

” “

Summary — The Offering — Appointment of directors; Voting rights,

” “

Risk Factors — Risks Relating to our Sponsor and Management Team — The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our Class

A ordinary shares to materially decline,

” “

— Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class

A ordinary shares upon the conversion of the Class

B ordinary shares at a ratio greater than

at the time of our initial business combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks,

— Our sponsor contributed $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and material dilution from the purchase of our Class

A ordinary shares.

”

Our sponsor has further agreed to purchase 695,000 Class A ordinary shares (or 702,500 Class A ordinary shares if the underwriter’s over-allotment option is exercised in full), at the initial public offering price of our public shares of $10.00 per share in a private placement to occur concurrently with the closing of this offering for an aggregate purchase price of $6,950,000 (or $7,025,000 if the over-allotment option is exercised in full) that will close simultaneously with the closing of this offering. Such private placement shares are identical to the Class A ordinary shares sold in this offering, subject to certain limited exceptions as described in this prospectus.

Our sponsor has indicated an interest to purchase up to an aggregate of $100.0 million of our ordinary shares in a private placement that would occur concurrently with the consummation of our initial business combination. The capital from such private placement would be used as part of the consideration to the sellers in our initial business combination, and any excess capital from such private placement would be used for working capital in the post-business combination company. However, because indications of interest are not binding agreements or commitments to purchase, our sponsor may determine not to purchase any such shares, or to purchase fewer shares than it has indicated an interest in purchasing. Furthermore, we are not under any obligation to sell any such shares. Such investment would be made on terms and conditions determined at the time of the business combination.

Upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor, affiliates of our sponsor or our officers and directors to finance transaction costs related to our initial business combination, up to $3,000,000 of such loans may be convertible into shares of the post-business combination company at a price of $10.00 per share at the option of the lender.

See “

Summary — Our Sponsor,

” “

The Offering — Payments to insiders,

” “

Use of Proceeds,

” “

Proposed Business — Our Sponsor

Certain Relationships and Related Party Transactions

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur immediate and substantial dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than

basis upon conversion.

See “

Risk Factors — Risks Relating to our Sponsor and

Management Team — The nominal purchase price paid by our sponsor for the founder shares may significantly dilute the implied value of your public shares in the event we consummate an initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we

consummate an initial business combination, even if the business combination causes the trading price of our Class

A ordinary shares to materially decline,

” “—

Risks Relating to our Securities — We may issue additional ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class

A ordinary shares upon the conversion of the Class

B ordinary shares at a ratio greater than

at the time of our initial business combination as a result of the anti-dilution provisions contained

in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders and likely present other risks,

”

“

— Our sponsor contributed $25,000, or approximately $0.02 per founder share, and, accordingly, you will experience immediate and material dilution from the purchase of our Class

A ordinary shares

— Unlike many other similarly structured blank check companies, our initial shareholders will receive additional Class

A ordinary shares if we issue shares to consummate an initial business combination.

”

The following table illustrates the difference between the public offering price and our net tangible book value (NTBV), as adjusted to give effect to this offering and assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the underwriter’s over-allotment option.

See “

Summary — Dilution” and “Dilution

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

The low price that our sponsor and members of our management team paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private placement shares will be worthless, which could create an incentive for our sponsor and members of our management team to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of our officers and directors may have aconflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Additionally, each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Therefore, there may be actual or potential material conflicts of interest between our directors and officers, sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand, and the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination even though the entities to which our officers and directors owe fiduciary duties or contractual obligations are not themselves presently in the business of engaging in business combinations.

See “

Risk Factors — Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors will lose their entire

investment in us if our initial business combination is not completed (other than with respect to public shares

they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination,

” “

Risk Factors — Risks Relating to Our

Search for, and Consummation of or Inability to Consummate, a Business Combination — Certain shares beneficially owned by our initial shareholders will not participate in liquidating distributions and, therefore, our officers and directors may have a conflict of interest in determining whether a particular target business is appropriate for our initial business combination,

” “

Risk Factors — Risks Relating to Our Sponsor and Management Team — Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to identify and pursue business combination opportunities or to complete our initial business combination,

” “

The Summary — The Offering — Conflicts of interest,” “Proposed Business — Acquisition Strategy

Management — Conflicts of Interest” for more information

.

We may be seeking to acquire a target company (a “PRC Target Company”) that may have operations, business or significant contacts in the People’s Republic of China (“PRC”) in an initial business combination. As a result, we may be subject to certain legal and operational risks, which apply in the event that we may seek to acquire a PRC Target Company in an initial business combination. Specifically, we could be subject to the risks of uncertainty about any future regulatory review actions of the PRC government over PRC Target Companies, and such future regulatory review actions could limit our ability to find a target or consummate a business combination with any potential PRC Target Company. For example, in recent years, the PRC government initiated a series of regulatory actions and statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over

PRC-based

companies listed overseas using a VIE structure, adopting new measures to extend the scope of data security and cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Given the PRC government’s significant oversight and discretion over the conduct of business in the PRC, the PRC government may intervene or influence our ability to consummate a business combination at any time, which could result in a material change to our ability to consummate a business combination with a PRC Target Company or the PRC government may intervene or influence the operations of the PRC Target Company or companies with which it does business in the PRC at any time, which could result in a material change in our operations and/or value of the securities we register for sale in connection with a business combination with a PRC Target Company.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our securities.

The underwriter is offering the shares for sale on a firm commitment basis. The underwriter expects to deliver the shares to the purchasers on or about , 2026.

Sole Bookrunning Manager

Leerink Partners

, 2026