UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(Dd) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~November 2928, 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 Number)

85-2019822

(I.R.S. Employer Identification No.)

3172 North Rainbow Blvd. #1278

Las Vegas, NV 89108

(Address of principal executive offices)

02116

(Zip Code)

(617) 778.-2500

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbols

Name of each exchange on

which registered

Class A common stock, par value $0.0001 per share

RACB

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 58.0201. ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Events.

On ~~March 29~~November 28, 2022, the ~~Tess~~Company ~~Cameron~~issued ~~announced~~a ~~her~~press ~~intention~~release toannouncing ~~resign~~that, asthe aCompany ~~member~~will ofredeem ~~the~~all ~~Board~~ of ~~Directors~~its ~~(the~~outstanding ~~“Board”)~~shares of ~~Research~~Class ~~Alliance~~A ~~Corp.~~Common IIStock, par value ~~(the~~$0.0001, ~~“Company”)~~issued ~~and~~by the ~~Audit~~Company ~~Committee~~in ofits ~~the~~initial ~~Board~~public offering, effective ~~immediately.~~as Onof the ~~same~~close ~~date~~of business on December 2, ~~the~~2022, ~~Board~~if ~~accepted Ms. Cameron~~at the Company’s Special ~~resignation~~Meeting ~~and~~on ~~appointed~~December ~~Clive~~2, ~~Patience~~2022, athe ~~current~~requisite ~~member~~stockholders of the ~~Board,~~Company ~~as member~~approve of the ~~Audit~~proposed ~~Committee~~amendment ~~effective~~to ~~immediately.~~the ~~Ms. Cameron~~Company’s ~~resignation~~Amended and ~~did~~Restated ~~not~~Certificate ~~result~~of ~~from~~Incorporation ~~any~~and ~~disagreements~~the ~~with~~proposed amendment to that certain Investment Management Trust Agreement, dated March 17, 2021, by and between the Company onand ~~any~~Continental ~~matter~~Stock ~~relating~~Transfer to& ~~its~~Trust ~~operations~~Company, ~~policies~~a orNew ~~practices.~~York ~~Ms. Cameron~~limited ~~will~~purpose ~~continue~~trust company, as trustee, in ~~her~~each ~~role~~case, as ~~Chief Financial~~described ~~Officer~~in ofthe definitive proxy statement filed by the Company. ~~The~~with ~~size~~the ofSecurities ~~the~~and ~~Board~~Exchange isCommission on ~~now~~November ~~five~~7, ~~following~~2022, ~~Ms. Cameron’s~~as ~~departure~~may be amended or supplemented from time to time.

~~SIGNATURE~~A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

Dated: March 29, 2022

Exhibit No.	Description
99.1	Press Release, dated November 28, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Research Alliance Corp. II By: /s/ Tess Cameron Name: Tess Cameron Title: Chief Financial Officer~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 28, 2022

	Research Alliance Corp. II

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

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