UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Research Alliance Corp. II

(Exact name of registrant as specified in its charter)



Delaware	001-39373	85-2019822
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3172 North Rainbow Blvd. #1278

Las Vegas, NV 89108

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 778.2500

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	RACB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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 Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ◻

As of August 9, 2021, 15,449,000 shares of Class A common stock, par value $0.0001, and 3,737,500 shares of Class B common stock, par value $0.0001, were issued and outstanding.

		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Financial Statements	1

	Condensed Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2021	3

	Unaudited Condensed Statement of Cash Flows for the six months ended June 30, 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4.	Controls and Procedures	22

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	23

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Mine Safety Disclosures	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

SIGNATURES


	June 30, 2021		December 31, 2020
ASSETS		(unaudited)
Cash	$	1,196,513	$	224,455
Prepaid expenses		169,000		—
Total current assets		1,365,513		224,455
Marketable securities held in Trust Account		149,504,096		—
Other long-term assets		120,392		—
Deferred offering costs		—		123,125
Total Assets	$	150,990,001	$	347,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	48,189	$	6,558
Accrued expenses		58,000		23,886
Notes Payable - Related Party		—		300,000
Total current liabilities		106,189		330,444
Deferred underwriting commissions		5,232,500		—
Total Liabilities		5,338,689		330,444

Commitments and Contingencies

Class A common stock, $0.0001 par value; 14,065,131 and zero shares subject to possible redemption at redemption value at June 30, 2021 and December 31, 2020, respectively		140,651,310		—

Stockholders' Equity
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,383,869 and zero issued and outstanding (excluding 14,065,131 and zero shares subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		138		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 issued and outstanding at June 30, 2021 and December 31, 2020, respectively		374		374
Additional paid-in-capital		5,168,204		24,626
Accumulated deficit		(168,714)		(7,864)
Total Stockholders' Equity		5,000,002		17,136
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	150,990,001	$	347,580


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Formation and operating costs	$	135,918	$	164,946
Loss from operations		(135,918)		(164,946)
Other income:
Interest earned on marketable securities held in Trust Account		3,727		4,096
Net loss	$	(132,191)	$	(160,850)
Weighted average shares outstanding of Class A redeemable common stock		14,950,000		14,950,000
Basic and diluted net income per share, Class A	$	0.00	$	0.00
Weighted average shares outstanding of Class B non-redeemable common stock, inclusive of 499,000 Founders Shares without redemption features		4,236,500		3,795,028
Basic and diluted net loss per share, Class B	$	(0.03)	$	(0.04)


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — December 31, 2020	—	$	—	3,737,500	$	374	$	24,626	$	(7,864)	$	17,136
Issuance of common stock in initial public offering	14,950,000		1,495	—		—		149,498,505		—		149,500,000
Offering costs and underwriter discounts	—		—	—		—		(8,702,703)		—		(8,702,703)
Issuance of common stock to Sponsor in a private placement	499,000		50	—		—		4,989,950		—		4,990,000
Shares subject to possible redemption	(14,077,577)		(1,408)	—		—		(140,774,362)		—		(140,775,770)
Net loss	—		—	—		—		—		(28,659)		(28,659)
Balance — March 31, 2021 (unaudited)	1,371,423		137	3,737,500		374		5,036,016		(36,523)		5,000,004
Shares subject to possible redemption	12,446		1					124,459				124,460
Offering costs and underwriter discounts								7,729				7,729
Net loss	—		—	—		—		—		(132,191)		(132,191)
Balance — June 30, 2021 (unaudited)	1,383,869	$	138	3,737,500	$	374	$	5,168,204	$	(168,714)	$	5,000,002


Cash Flows from Operating Activities
Net loss	$	(160,850)
Interest earned on marketable securities held in Trust Account		(4,096)
Changes in operating assets and liabilities:
Prepaid expenses		(289,392)
Accounts payable		8,063
Accrued expenses		34,114
Net cash used in operating activities		(412,161)

Cash Flows from Investing Activities
Investment of cash into Trust Account		(149,500,000)
Net cash used in investing activities		(149,500,000)

Cash Flows from Financing Activities:
Proceeds from issuance of Class A common stock to Sponsor in a Private Placement		4,990,000
Proceeds from issuance of Class A redeemable common stock, gross		149,500,000
Payment of offering costs		(3,305,781)
Repayment of Related Party Note		(300,000)
Net cash provided by financing activities		150,884,219

Net Change in Cash		972,058
Cash – beginning of the period		224,455
Cash – end of the period	$	1,196,513

Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redemption	$	140,935,480
Change in value of Class A common stock subject to possible redemption	$	(284,170)
Deferred underwriting commissions in connection with the initial public offering	$	(5,232,500)
Deferred offering costs in accounts payable	$	(33,568)


			Quoted Prices in		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
Description	June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Assets held in Trust Account:
Cash equivalents – money market funds	$	149,504,096	$	149,504,096	$	—	$	—
Total	$	149,504,096	$	149,504,096	$	—	$	—


Exhibit Number		Description

1.1		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)

3.1		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)

10.1		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).

10.2		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).

10.3		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).

10.4		Private Placement Class A Common Stock Purchase Agreement, dated July 8, 2020 by and among the Company and Research Alliance Holdings II LLC (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 23, 2021).

10.5		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).

31.1		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d- 14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

#101.INS		XBRL Instance Document

#101.SCH		XBRL Taxonomy Extension Schema Document

#101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

#101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

#101.LAB		XBRL Taxonomy Extension Label Linkbase Document

#101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

#104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


RESEARCH ALLIANCE CORP. II


By:	/s/ Tess Cameron
	Name:	Tess Cameron
	Title:	Chief Financial Officer

SEC Form 10-Q filed by Research Alliance Corp. II