Research Alliance Corp. II Will Redeem Public Shares

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”), effective as of the close of business on December 2, 2022, if at the Company’s Special Meeting on December 2, 2022 the requisite stockholders of the Company approve (the “Stockholder Approval”) the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter Amendment”) and the proposed amendment to that certain Investment Management Trust Agreement, dated March 17, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), in each case, as described in the definitive proxy statement filed by the Company with the Securities and Exchange Commission on November 7, 2022, as may be amended or supplemented from time to time.

As such, in accordance with the Charter Amendment, if the Stockholder Approval is obtained at the Company’s Special Meeting on December 2, 2022, the Company will:

• cease all operations as of December 2, 2022, except those required to wind up the Company’s business;
• as promptly as reasonably possible, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s taxes (less $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders of the Company (including the right to receive further liquidation distributions, if any); and
• as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The per-share redemption price for the public shares will be approximately $10.07 (the “Redemption Amount”). The balance of the Trust Account as of October 28, 2022 was approximately $150,695,483.28. In accordance with the terms of the Trust Agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.