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 March 31, 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 May 11, 2021, 15,449,000 Class A common stock, par value $0.0001, and 3,737,500 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 March 31, 2021 (unaudited) and December 31, 2020	1

	Unaudited Condensed Statement of Operations for the three months ended March 31, 2021	2

	Unaudited Condensed Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2021	3

	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 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


	March 31, 2021		December 31, 2020
	(unaudited)
ASSETS
Cash	$	1,838,824	$	224,455
Total Current Assets		1,838,824		224,455
Cash and marketable securities held in Trust Account		149,500,369		—
Deferred offering costs		—		123,125
Total Assets	$	151,339,193	$	347,580

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	108,390	$	6,558
Accrued expenses		222,529		23,886
Notes Payable - Related Party		—		300,000
Total Current Liabilities		330,919		330,444
Deferred Underwriting Commissions		5,232,500		—
Total Liabilities		5,563,419		330,444

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 14,077,577 and zero shares subject to possible redemption at redemption value at March 31, 2021 and December 31, 2020, respectively		140,775,770		—

Stockholders' Equity
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 1,371,423 and zero issued and outstanding (excluding 14,077,577 and zero shares subject to possible redemption) at March 31, 2021 and December 31, 2020, respectively		137		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 issued and outstanding at March 31, 2021 and December 31, 2020, respectively		374		374
Additional paid-in-capital		5,036,016		24,626
Accumulated deficit		(36,523)		(7,864)
Total Stockholders’ Equity		5,000,004		17,136
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	151,339,193	$	347,580


Formation and operating costs	$	29,028
Loss from operations		(29,028)
Other income:
Interest earned on marketable securities held in Trust Account		369
Net loss	$	(28,659)
Weighted average shares outstanding of Class A redeemable common stock		14,950,000
Basic and diluted income per share, Class A	$	—
Weighted average shares outstanding of Class B non-redeemable common stock		3,348,650
Basic and diluted net loss per share, Class B	$	(0.01)


	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, net of issuance costs of $8.7 million	14,950,000		1,495	—		—		140,795,802		—		140,797,297
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	1,371,423	$	137	3,737,500	$	374	$	5,036,016	$	(36,523)	$	5,000,004


Cash Flows from Operating Activities
Net loss	$	(28,659)
Interest earned on marketable securities held in Trust Account		(369)
Changes in operating assets and liabilities:
Accounts payable		101,832
Accrued expenses		198,643
Net cash provided by (used in) operating activities		271,447

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 common stock to Sponsor in a private placement		4,990,000
Proceeds from issuance of Class A redeemable common stock		149,500,000
Proceeds from issuance of Class B Common Stock		—
Payment of Offering Costs		(3,470,203)
Deferred Offering Costs		123,125
Repayment of Related Party Note		(300,000)
Net cash provided by financing activities		150,842,922

Net Change in Cash		1,614,369
Cash – beginning of the period		224,455
Cash – end of the period	$	1,838,824

Non-cash investing and financing activities:
Initial classification of Class A common stock subject to possible redeption	$	140,935,480
Change in value of Class A common stock subject to possible redeption	$	(159,710)
Deferred underwriting commissions in connection with the initial public offering	$	(5,232,500)


			Quoted Prices in		Significant Other		Significant Other
			Active Markets		Observable Inputs		Unobservable Inputs
Description	March 31, 2021		(Level 1)		(Level 2)		(Level 3)
Assets held in Trust Account:
Cash equivalents	$	149,500,369	$	149,500,369	$	—	$	—
Total	$	149,500,369	$	149,500,369	$	—	$	—


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 22, 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 22, 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 22, 2021).

10.2		Registration and Stockholder Rights Agreement, dated March 17, 2021, by and among the Company, Therapeutics Acquisition Holdings, 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 22, 2021).

10.3		Private Placement Class A Common Stock Purchase Agreement, dated March 17, 2021 by and among the Company and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 22, 2021).

10.4		Private Placement Class A Common Stock Purchase Agreement, dated July 8, 2020 by and among the Company and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 22, 2021).

10.5		Letter Agreement, dated March 17, 2021, by and among the Company, its officers, its directors and Therapeutics Acquisition Holdings, LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on March 22, 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


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