Research Alliance Corp IV-A美股招股说明书(2026-07-13版)

Research Alliance Corporation IV 7,500,000 ClassA Ordinary Shares Research Alliance Corporation IV is a newly organized blank check company incorporated as a Cayman Islands exempted company andincorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combinationwith one or more businesses or entities, which we refer to as our initial business combination. We have not selected any specific business combinationtarget 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 ClassA ordinary shares, par value $0.0001 per share, which we refer to as our public shares, at an initialpublic offering price per share of $10.00. Unlike many other initial public offerings of special purpose acquisition companies (“SPAC IPOs”), investorsin 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 ClassA ordinary shares upon the completion ofour initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in our trust account calculated as oftwo business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn or eligible to be withdrawn to fund our working capital requirements, subject to an annual limit of $300,000, and/or to pay our taxes(which shall not be subject to the $300,000 annual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. Asfurther described in this prospectus, our amended and restated memorandum and articles of association provides that a public shareholder, together withany affiliate or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act of1934, as amended (the “Exchange Act”)), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the publicshares sold in this offering, without our prior consent. If we do not consummate an initial business combination within 24 months from the closing ofthis offering or our board of directors approves an earlier liquidation, we will redeem 100% of the public shares for cash, subject to applicable law andcertain conditions as described herein. We may seek shareholder approval to amend our amended and restated memorandum and articles of associationto extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an extension, and the relatedamendments are implemented by the directors, holders of our public shares will be offered an opportunity to redeem their shares.See “Summary — TheOffering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information. Prior to this offering, there has been no public market for our ClassA ordinary shares. Our public shares have been approved for listing on TheNasdaq Capital Market, or Nasdaq, under the symbol “RACD.” We are an “emerging growth company” and “smaller reporting company” under applicable federal securities lawsand will be subject to reduced public company reporting requirements. Investing in our securities involves a highdegree of risk. See “Risk Factors” beginning on page 42 for a discussion of information that should be considered inconnection with an investment in our securities. Investors will not be entitled to protections normally afforded toinvestors in Rule 419 blank check offerings. Table of Contents (1)The underwriter will receive 1% of the gross proceeds of this offering, being $750,000, payable at the closing of this offering. In addition, theunderwriter has agreed to defer underwriting commissions of 3% of the gross proceeds of this offering, being $0.30 per share, or $2,250,000 in theaggregate, payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States, asdescribed herein, and released to the underwriter only upon the consummation of an initial business combination. See also “Underwriting” for adescription of compensation payable to the underwriter. Of the proceeds we receive from this offering and the sale of the private placement shares described in this prospectus, $75,000,000 ($10.00 pershare), will be deposited into a trust account located in the United States with Continental Stock Transfer& Trust Company acting as trustee. Exceptwith respect to permitted withdrawals of interest earned on the funds held in the trust account that may be released to us as described above,ouramended and restated memorandum and articles of associati