RACB / Research Alliance Corp II - Class A - Документы SEC, Годовой отчет, Доверенное заявление

RACB / Research Alliance Corp. II Class A / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm233066-23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2)* RESEARCH ALLIANCE CORP. II (Name of Issuer) Class A common stock, $0.0001 par value per share (th

RACB / Research Alliance Corp. II Class A / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 d445618dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Research Alliance Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 760873 109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

RACB / Research Alliance Corp. II Class A / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

AGREEMENT

EX-99.1 2 d445618dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: February 14, 2

RACB / Research Alliance Corp. II Class A / HealthCor Management, L.P. - SC 13G/A Passive Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 2)* Research Alliance Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) Decem

RACB / Research Alliance Corp. II Class A / Laurion Capital Management LP Passive Investment

SC 13G/A 1 laurion-racb123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Research Alliance Corp. II (Name of Issuer) Class A Common Stock, $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Chec

RACB / Research Alliance Corp. II Class A / Vivaldi Asset Management, LLC - RACB 13GA Passive Investment

SC 13G/A 1 schedule13garacb01102023.htm RACB 13GA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* RESEARCH ALLIANCE CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Fili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-40221 Commission File Number RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2022 (December 2, 2022) RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221

Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESEARCH ALLIANCE CORP. II RESEARCH ALLIANCE CORP. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Research Alliance Corp. II. The original Certificate of Incorporation of the Corporation wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 RESEARCH ALLIAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2022 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File

Press Release, dated November 28, 2022

EXHIBIT 99.1 Research Alliance Corp. II Will Redeem Public Shares Las Vegas, NV, November 28, 2022 ? Research Alliance Corp. II (the ?Company?) (NASDAQ: RACB), a special purpose acquisition company, today announced that, the Company will redeem all of its outstanding shares of Class A Common Stock, par value $0.0001, issued by the Company in its initial public offering (the ?Public Shares?), effec

Research Alliance Corp. II Will Redeem Public Shares

EXHIBIT 99.1 Research Alliance Corp. II Will Redeem Public Shares Las Vegas, NV, November 28, 2022 ? Research Alliance Corp. II (the ?Company?) (NASDAQ: RACB), a special purpose acquisition company, today announced that, the Company will redeem all of its outstanding shares of Class A Common Stock, par value $0.0001, issued by the Company in its initial public offering (the ?Public Shares?), effec

RACB / Research Alliance Corp. II Class A / Vivaldi Asset Management, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RESEARCH ALLIANCE CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) October 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

RACB / Research Alliance Corp. II Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Research Alliance Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 760873109 (CUSIP Number) October 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

RACB / Research Alliance Corp. II Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Research Alliance Corp. II (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 760873109 (CUSIP Number) June 10, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2022 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Description of Registrant's Securities

Exhibit 4.1 ? DESCRIPTION OF SECURITIES ? Pursuant to our amended and restated certificate of incorporation we are authorized to issue 100,000,000 shares of Class A common stock and 10,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our shares as set out more particularly in our am

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 17, 2022 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File

RACB / Research Alliance Corp. II Class A / CITADEL ADVISORS LLC - RESEARCH ALLIANCE CORP. II Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Research Alliance Corp II (Name of Issuer) Class A common stock, $0.0001 par value per share (the ?Shares?) (Title of Class of Securities)

AGREEMENT

EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them.

RACB / Research Alliance Corp. II Class A / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Research Alliance Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 760873 109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

RACB / Research Alliance Corp. II Class A / HealthCor Management, L.P. - SC 13G/A Passive Investment

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 1)* Research Alliance Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) Decem

RACB / Research Alliance Corp. II Class A / Alyeska Investment Group, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

RACB / Research Alliance Corp. II Class A / Sculptor Capital LP - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RESEARCH ALLIANCE CORP. II (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) February 3, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

RACB / Research Alliance Corp. II Class A / Laurion Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One)

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Quarterly Report - FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 22, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G*/ (Rule 13d-102) Research Alliance Corp. II (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) March 22, 2021 Date of Event Which Requires Filing of the Statement Check the appropriate box to designate the rule pursuant to which this Schedule

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Class A common stock of Research Alliance Corp. II, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of ea

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. _ )* Researc

SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. )* Research Alliance Corp. II (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) 760873109 (CUSIP Number) March

JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT I JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Research Alliance Corp. II Opinion on the Financial Statement We have audited the accompanying balance sheet of Research Alliance Corp. II (the "Company") as of March 22, 2021, and the related notes (collectively referred to as the "financial statement"). In our opinion, the financial

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2021 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Research Alliance Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of C

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Research Alliance Corp. II (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 760873 109 (CUSIP Number) March 22, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

Research Alliance Corp. II, Sponsored by RA Capital Management, L.P., Announces Pricing of $130 Million Initial Public Offering

Exhibit 99.1 Research Alliance Corp. II, Sponsored by RA Capital Management, L.P., Announces Pricing of $130 Million Initial Public Offering Las Vegas, NV ? March 17, 2021 ? Research Alliance Corp. II (the ?Company?) announced today that it priced its initial public offering of 13,000,000 shares of Class A common stock at $10.00 per share. The shares will be listed on the Nasdaq Capital Market and

Underwriting Agreement dated March 17, 2021 by and among the Registrant and Jefferies, LLC (Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021)

Exhibit 1.1 13,000,000 Shares of Class A Common Stock RESEARCH ALLIANCE CORP. II UNDERWRITING AGREEMENT March 17, 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Research Alliance Corp. II, a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in th

Private Placement Class A Common Stock Purchase Agreement, dated March 17, 2021 by and among the Company and Research Alliance Holdings II LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021).

Exhibit 10.3 PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 17, 2021, is entered into by and between among Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Research Alliance Holdings II LLC, a Delaware limited

Investment Management Trust Agreement, dated March 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021).

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 17, 2021 by and between Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-25379

Letter Agreement, dated March 17, 2021, by and among the Company, its officers, its directors and Research Alliance Holdings II LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021).

Exhibit 10.4 March 17, 2021 Research Alliance Corp. II 200 Berkeley Street, 18th Floor Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Jefferi

Research Alliance Corp. II, Sponsored by RA Capital Management, L.P., Announces Closing of $149.5 Million Initial Public Offering, Including the Full Exercise of the Underwriter’s Option To Purchase Additional Shares

Exhibit 99.2 Research Alliance Corp. II, Sponsored by RA Capital Management, L.P., Announces Closing of $149.5 Million Initial Public Offering, Including the Full Exercise of the Underwriter?s Option To Purchase Additional Shares Las Vegas, NV ? March 22, 2021 ? Research Alliance Corp. II (Nasdaq: RACB) (the ?Company?) announced today that on March 22, 2021 it closed its initial public offering of

Registration and Stockholder Rights Agreement, dated March 17, 2021, by and among the Company, Research Alliance Holdings II LLC and the other holders party thereto (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021).

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 17, 2021, is made and entered into by and among Research Alliance Corp. II, a Delaware corporation (the ?Company?), Research Alliance Holdings II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signat

2nd Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESEARCH ALLIANCE CORP. II March 17, 2021 Research Alliance Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Research Alliance Corp. II?. The original certificate of incorporation of the Corporation was filed

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 17, 2021 RESEARCH ALLIANCE CORP. II (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-40221 (Commission File Num

$130,000,000 Research Alliance Corp. II 13,000,000 Shares of Class A Common Stock

TABLE OF CONTENTS ? Filed pursuant to Rule 424(b)(4)? ?Registration No. 333-253794? PROSPECTUS $130,000,000? Research Alliance Corp. II? 13,000,000 Shares of Class A Common Stock? Research Alliance Corp. II is a newly organized blank check company incorporated in Delaware and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or

- 8-A12B

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Research Alliance Corp. II (Exact Name of Registrant as Specified in Its Charter) Delaware 85-2019822 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 3172 North Rainbow Blvd.

Certificate of Incorporation.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF RESEARCH ACQUISITION CORP. II Article I The name of this corporation is Research Acquisition Corp. II (the ?Corporation?). Article II The address the Corporation?s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of the registered agent at such address is The Corporation Tr

Form S-1 (File No. 333-253794

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 11, 2021 Registration No.

Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESEARCH ALLIANCE CORP. II March [ ], 2021 Research Alliance Corp. II, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Research Alliance Corp. II?. The original certificate of incorporation of the Corporation was filed

Form of Subscription Agreement between the Registrant and our Sponsor.

Exhibit 10.5 Research Alliance Corp. II July 23, 2020 Research Alliance Holdings II LLC 200 Berkeley Street, 18th Floor Boston, MA 02116 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Research Alliance Holdings II LLC (the ?Subscriber? or ?you?) has made to purchase 3,737,500 shares (?Founder Shares?) of the common stock, $0.0001 par value pe

Form of Registration and Stockholder Rights Agreement among the Registrant and the Holders of the Founder Shares and Private Placement Shares.

Exhibit 10.2 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March [ ], 2021, is made and entered into by and among Research Alliance Corp. II, a Delaware corporation (the ?Company?), Research Alliance Holdings II LLC, a Delaware limited liability company (the ?Sponsor?) and the undersigned parties listed on the signa

Specimen Common Stock Certificate.

Exhibit 4.1 NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] RESEARCH ALLIANCE CORP. II CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the ?Common Stock?), of Research Alliance Corp. II, a Delaware corporation (the ?Company?), transferable on the books of the Company in person or by d

Promissory Note, dated as of July 23, 2020 between the Registrant and the Sponsor.

Exhibit 10.7 THIS PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAK

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March [ ], 2021 by and between Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-2537

Form of Underwriting Agreement.

Exhibit 1.1 13,000,000 Shares of Class A Common Stock RESEARCH ALLIANCE CORP. II UNDERWRITING AGREEMENT [?], 2021 JEFFERIES LLC As Representative of the several Underwriters c/o JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Introductory. Research Alliance Corp. II, a Delaware corporation (the ?Company?), proposes, upon the terms and conditions set forth in this ag

Form of Indemnity Agreement.

Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of March [ ], 2021 by and between Research Alliance Corp. II, a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to in

Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.

Exhibit 10.4 March [ ], 2021 Research Alliance Corp. II 200 Berkeley Street, 18th Floor Boston, MA 02116 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Jeffer

Form of Private Placement Class A Common Stock Purchase Agreement between the Registrant and our Sponsor.

Exhibit 10.6 PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT THIS PRIVATE PLACEMENT SHARE PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [], 2021, is entered into by and between among Research Alliance Corp. II, a Delaware corporation (the ?Company?), and Research Alliance Holdings II LLC, a Delaware limited liabil

BYLAWS RESEARCH ALLIANCE CORP. II (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BYLAWS OF RESEARCH ALLIANCE CORP. II (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent in Delaw

Registration Statement - S-1

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 2, 2021 Registration No.

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DRS/A 1 filename1.htm TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on November 20, 2020 as Amendment No. 1 to the draft registration statement submitted on July 31, 2020. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- 

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DRS 1 filename1.htm TABLE OF CONTENTS This is a confidential draft submission to the United States Securities and Exchange Commission on July 31, 2020 under the Securities Act of 1933, as amended. Registration No. 333-      UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Research Alliance Corp. II (Exact name