UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement |
On July 10, 2026, the Registration Statement on Form S-1 (File No. 333-296609) (the “Registration Statement”) relating to the initial public offering (“IPO”) of Research Alliance Corporation IV (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, on July 10, 2026, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:
| • | An Underwriting Agreement, dated July 10, 2026, between the Company and Leerink Partners LLC, as sole bookrunning manager of the offering, which contains customary representations and warranties and indemnification of the underwriter by the Company; |
| • | An Investment Management Trust Agreement, dated July 10, 2026, between the Company and Continental Stock Transfer & 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 (as defined below), and sets forth the responsibilities of the trustee; the procedures for withdrawal and direction of funds from the trust account; and indemnification of the trustee by the Company under the agreement; |
| • | A Registration and Shareholder Rights Agreement, dated July 10, 2026, by and among the Company, Research Alliance Holdings IV 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 transferees of the Sponsor; |
| • | Indemnity Agreements between the Company and each of the officers and directors of the Company, dated July 10, 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 exhibited to this Current Report on Form 8-K as Exhibit 10.4; |
| • | A Letter Agreement, dated July 10, 2026, by and among the Company, the Sponsor, and each of the officers and directors 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 (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 restrictions 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 consent of the Sponsor; |
| • | A Private Placement Shares Purchase Agreement, dated July 10, 2026, between the Company and the Sponsor, pursuant 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 |
| • | An Indemnification Agreement, dated July 10, 2026, between the Company and the Sponsor, pursuant to which the Company 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. |
On July 14, 2026, the Company consummated the IPO of 7,500,000 Class A ordinary shares (the “Public Shares”). The Public Shares 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).
As of July 14, 2026, a total of $75,000,000 of the net proceeds from the IPO and the Private Placement (including the underwriter’s deferred 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 July 14, 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.
The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and attached hereto as Exhibits 1.1, 3.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) of 275,000 Private Placement Shares with the Sponsor at a price of $10.00 per Private Placement Share, generating total proceeds of $2,750,000.
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The Private Placement Shares are identical to the Public Shares, being Class A ordinary shares, sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Placement Shares have agreed to certain restrictions on the Private Placement Shares, as described in the Registration Statement. Such holders agreed not to transfer, assign or sell any of the Private Placement Shares (except in limited circumstances, as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Shares.
The Private Placement Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 10, 2026, and in connection with the IPO, Alan Musso and John Maslowskiwere appointed to the board of directors of the Company (the “Board”). Effective July 10, 2026, (i) each of Mr. Musso and Mr. Maslowski was appointed to the Board’s Audit Committee, with Mr. Musso serving as its chair; (ii) each of Matthew Hammond, Mr. Maslowski, and Mr. Musso was appointed to the Board’s Nominating Committee, with Mr. Maslowski serving as its chair; and (iii) each of Mr. Maslowski and Mr. Musso was appointed to the Board’s Compensation Committee, with Mr. Maslowski serving as its chair.
In June 2026, the Sponsor transferred 30,000 Class B ordinary shares of the Company, par value $0.0001 per share (“Class B ordinary shares”), to each of Mr. Musso and Mr. Maslowski as compensation for his service as a director of the Company.
Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On July 10, 2026, and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
| Item 8.01. | Other Events. |
On July 13, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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| Item 9.01 | Financial Statements and Exhibits. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESEARCH ALLIANCE CORPORATION IV | ||||||
| Date: July 14, 2026 | By: | /s/ Matthew D. Hammond | ||||
| Matthew D. Hammond | ||||||
| Chief Executive Officer | ||||||
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