QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
RESEARCH ALLIANCE CORPORATION IV
FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
| Part I. | 1 | |||||
| Item 1. | 1 | |||||
| 1 | ||||||
| 2 | ||||||
| 3 | ||||||
| 4 | ||||||
| 5 | ||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
15 | ||||
| Item 3. | 17 | |||||
| Item 4. | 17 | |||||
| Part II | 18 | |||||
| Item 1. | 18 | |||||
| Item 1A. | 18 | |||||
| Item 2. | 18 | |||||
| Item 3. | 18 | |||||
| Item 4. | 18 | |||||
| Item 5. | 18 | |||||
| Item 6. | 19 | |||||
| Signatures | 20 | |||||
ASSETS |
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Cash |
$ | |||
Prepaid expenses |
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Total Current Assets |
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Deferred offering costs |
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Total Assets |
$ |
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LIABILITIES AND SHAREHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
$ | |||
Accrued offering costs |
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Promissory note - Sponsor |
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Total Current Liabilities |
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Commitments and Contingencies (Note 5) |
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Shareholders’ Deficit |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ |
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Additional paid-in-capital |
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Accumulated deficit |
( |
) | ||
Total Shareholders’ Deficit |
( |
) | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT |
$ |
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General, formation and administrative expenses |
$ | |||
Net loss |
$ | ( |
) | |
Basic and diluted net loss per ordinary share |
$ | ( |
) | |
Weighted average ordinary shares outstanding, basic and diluted |
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Additional |
Total |
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Class B Ordinary Shares |
Paid-In |
Accumulated |
Shareholders’ |
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Shares |
Amount |
Capital |
Deficit |
Deficit |
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Balance as of April 1, 2026 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B ordinary shares to Sponsor |
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Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance as of June 30, 2026 |
$ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Cash Flows from Operating Activities: |
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Net loss |
$ | ( |
) | |
Changes in operating liabilities: |
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Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
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Net cash used in operating activities |
$ | ( |
) | |
Cash Flows from Financing Activities: |
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Proceeds from issuance of Class B ordinary shares to Sponsor |
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Proceeds from promissory note - Sponsor |
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Payment of offering costs |
( |
) | ||
Net cash provided by financing activities |
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Net Change in Cash |
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Cash – beginning of the period |
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Cash – end of the period |
$ | |||
Supplemental disclosure of non-cash investing and financing activities: |
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Offering costs included in accounts payable |
$ | |||
Offering costs included in accrued offering expenses |
$ |
For the Period from April 1, 2026 (Inception) through |
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June 30, 2026 |
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General, formation and administrative expenses |
$ | |||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to the “Company”, “us,” “our,” or “we” refer to Research Alliance Corporation IV. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes herein.
Overview
We are a blank check company incorporated on April 1, 2026 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. 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. We intend to effectuate our business combination using the cash from the Initial Public Offering and the sale of the private placement shares, our shares, debt or a combination of cash, equity and debt. We cannot assure you that our plans to complete a Business Combination will be successful.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and activities related to the Initial Public Offering. Following the Initial Public Offering, we will not generate any operating revenues until after completion of our business combination at the earliest. We will generate non-operating income in the form of interest income on cash and cash equivalents derived from the Initial Public Offering and sale of private placement shares. Since the completion of the Initial Public Offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of the Initial Public Offering.
For the period from April 1, 2026 (inception) through June 30, 2026, we had a net loss of $41,013, which consisted entirely of formation, general and administrative expenses of $41,013. We did not generate any revenues during this period. We did not have any assets held in the Trust Account as of June 30, 2026, as the Initial Public Offering closed on July 14, 2026, which was subsequent to the balance sheet date.
Liquidity and Capital Resources
As indicated in the accompanying financial statements, as of June 30, 2026, we had cash of $110,752 and a working capital deficit of $411,953. Further, we expect to incur significant costs in the pursuit of our business combination. We cannot assure you that our plans to complete our business combination will be successful.
Subsequent to the end of the quarterly period covered by this Quarterly Report on July 14, 2026, the Company consummated its initial public offering of 7,500,000 shares of its Class A ordinary shares, par value $0.0001 per share (each, a “Public Share” and collectively, the “Public Shares”) at $10.00 per Public Share generating gross proceeds of $75,000,000 and incurring offering costs of $3,648,334, inclusive of $2,250,000 in deferred underwriting commissions, $750,000 of upfront underwriting discounts and $648,334 of other offering costs.
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Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 275,000 Class A ordinary shares (the “Private Placement Shares”), generating gross proceeds of $2,750,000.
Prior to the closing of the Initial Public Offering our liquidity needs have been satisfied through a payment of $25,000 from our sponsor to cover certain expenses in exchange for the issuance of the founder shares and a commitment from our sponsor to loan up to $300,000 to us to cover our expenses in connection with the Initial Public Offering.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less permitted withdrawals and deferred underwriting commissions), to complete our business combination.
We will have available to us the $1,200,000 of proceeds held outside the trust account, funds from permitted withdrawals as well as certain funds from loans from our sponsor, members of our management team or any of their affiliates. We will use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to the completion of our business combination, other than funds available from loans from our sponsor, members of our management team or any of their affiliates. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to the completion of our business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended business combination, our sponsor, affiliates of our sponsor or our officers and directors may, but are not obligated to, loan us funds as may be required.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
As of June 30, 2026, we do not have any long-term debt, capital or operating lease obligations or long-term liabilities.
The underwriter is entitled to a deferred fee of $0.30 per share, or $2,250,000 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement.
The Class B ordinary shares of the Company initially issued to the Sponsor (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, collectively, the “Ordinary Shares”), the Class A Ordinary Shares included in the Private Placement Shares, and any Class A Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Critical Accounting Policies and Estimates
In preparing these unaudited financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.
Recent Accounting Pronouncements
Management does not believe that any other recently issued accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period ended June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | Furnished herewith and not deemed to be “filed” under the Securities Exchange Act of 1934, as amended. |
| (1) | Previously filed as an exhibit to our Current Report on Form 8-K filed on July 14, 2026, and incorporated herein by reference. |
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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.
Dated: August 19, 2026
| RESEARCH ALLIANCE CORPORATION IV | ||
| By: | /s/ Fran Adams | |
| Fran Adams | ||
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
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