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 September 30, 2022

☐	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 November 10, 2022, 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.

Table of Contents

Research Alliance Corp. II

Quarterly Report on Form 10-Q

Table of Contents

		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Interim Unaudited Condensed Financial Statements	1

	Condensed Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021	1

	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2022 and 2021	2

	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022 and 2021	3

	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2022 and 2021	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24

Item 4.	Controls and Procedures	24

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURE		28

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Unaudited Condensed Financial Statements

RESEARCH ALLIANCE CORP. II

CONDENSED BALANCE SHEETS


	September 30, 2022		December 31, 2021
ASSETS		(unaudited)
Cash	$	402,355	$	1,050,573
Prepaid expenses		93,017		204,891
Total Current Assets		495,372		1,255,464
Investments held in Trust Account		150,374,929		149,511,634
Total Assets	$	150,870,301	$	150,767,098

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	11,192	$	20,441
Accrued expenses		56,543		158,000
Total Current Liabilities		67,735		178,441
Deferred underwriting commissions		5,232,500		5,232,500
Total Liabilities		5,300,235		5,410,941

Commitments and Contingencies

Class A common stock, $0.0001 par value; 14,950,000 shares subject to possible redemption at redemption value at $10.05 and $10.00 per share at September 30, 2022 and December 31, 2021, respectively		150,213,295		149,500,000

Stockholders' Equity (Deficit)
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 499,000 issued and outstanding at September 30, 2022 and December 31, 2021		50		50
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 3,737,500 issued and outstanding at September 30, 2022 and December 31, 2021		374		374
Additional paid-in capital		—		—
Accumulated deficit		(4,643,653)		(4,144,267)
Total Stockholders' Equity (Deficit)		(4,643,229)		(4,143,843)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	150,870,301	$	150,767,098

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

RESEARCH ALLIANCE CORP. II

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2022		2021		2022		2021
Formation and operating costs	$	173,239	$	148,105	$	649,386	$	313,052
Loss from operations		(173,239)		(148,105)		(649,386)		(313,052)
Other income:
Interest earned on marketable securities held in Trust Account		660,065		3,768		863,295		7,865
Net income (loss)	$	486,826	$	(144,337)	$	213,909	$	(305,187)
Weighted average shares outstanding of Class A redeemable common stock		14,950,000		14,950,000		14,950,000		10,514,286
Basic and diluted net income (loss) per share, Class A redeemable common stock	$	0.03	$	(0.01)	$	0.01	$	(0.02)
Weighted average shares outstanding of Class B non-redeemable common stock		4,236,500		4,236,500		4,236,500		3,943,802
Basic and diluted net income (loss) per share, Class A and B non-redeemable common stock	$	0.03	$	(0.01)	$	0.01	$	(0.02)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Table of Contents

RESEARCH ALLIANCE CORP. II

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance — December 31, 2021	499,000	$	50	3,737,500	$	374	$	—	$	(4,144,267)	$	(4,143,843)
Net loss	—		—	—		—		—		(291,108)		(291,108)
Balance — March 31, 2022 (unaudited)	499,000		50	3,737,500		374		—		(4,435,375)		(4,434,951)
Net income	—		—	—		—		—		18,191		18,191
Balance — June 30, 2022 (unaudited)	499,000		50	3,737,500		374		—		(4,417,184)		(4,416,760)
Increase in redemption value of Class A common stock subject to possible redemption against accumulated deficit	—		—	—		—		—		(713,295)		(713,295)
Net income	—		—	—		—		—		486,826		486,826
Balance – September 30, 2022 (unaudited)	499,000	$	50	3,737,500	$	374	$	—	$	(4,643,653)	$	(4,643,229)


	Common Stock						Additional				Total
	Class A			Class B			Paid-In		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity (Deficit)
Balance — December 31, 2020	—	$	—	3,737,500	$	374	$	24,626	$	(7,864)	$	17,136
Issuance of Common Stock to Sponsor in a private placement	499,000		50	—		—		4,989,950

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