UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~December 286, 2022 (December 2, 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 85.0103. ~~Other~~Amendments ~~Events~~to Articles of Incorporation or Bylaws.

~~On November 28, 2022, the~~The ~~Company~~information ~~issued~~included ain ~~press~~Item ~~release announcing that, the Company will redeem all of its outstanding shares of Class A Common Stock, par value $0~~5.~~0001,~~07 ~~issued by the Company in its initial public offering, effective as~~ of ~~the~~this ~~close~~Current ofReport ~~business~~ on ~~December~~Form 2,8-K ~~2022,~~is ifincorporated at the Company’s Special Meeting on December 2, 2022, the requisite stockholders of the Company approve the proposed amendment to the Company’s Amended and Restated Certificate of Incorporation and the proposed amendment to that certain Investment Management Trust Agreement, dated March 17, 2021, by ~~and~~reference ~~between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee,~~ in ~~each~~this ~~case,~~Item as5.03 ~~described~~to in the ~~definitive~~extent ~~proxy statement filed by the Company with the Securities and Exchange Commission~~required ~~on November 7, 2022, as may be amended or supplemented from time to time~~herein.

A copy of Research Alliance Corp. II, a Delaware corporation (the ~~press~~“Company”) ~~release~~certificate of amendment to its Charter (as defined below) is ~~attached~~filed ~~hereto~~with this Current Report on Form 8-K as Exhibit 993.1 and is incorporated herein by reference, and the foregoing description of such certificate of amendment is qualified in its entirety by reference thereto.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On December 2, 2022, the Company held a Special Meeting of Stockholders (the “Special Meeting”). Holders of 16,555,200 shares of the Company’s Common Stock, par value 0.0001 per share, which represented approximately 86.2% of the shares of the Company’s Common Stock outstanding and entitled to vote as of the record date of October 28, 2022, were represented in person or by proxy at the Special Meeting.

At the Special Meeting, stockholders voted on the following proposals, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on November 7, 2022. The number of votes cast for and against, as well as the number of abstentions with respect to, the proposals voted upon at the Special Meeting are set forth below.

Proposal 1 – The Charter Amendment Proposal – to amend, in the Company’s charter (the “Charter”), the date by which the Company must cease its operations except for the purpose of winding up if it fails to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, and redeem all of the shares of Class A Common Stock, par value $0.0001 per share, of the Company, sold in the Company’s initial public offering that was completed on March 22, 2021 (the “IPO”), from March 22, 2023 to December 2, 2022, the date of the Special Meeting Stockholders voted as follows:

For:			16,553,346
Against:			1,854
Abstain:			0

Accordingly, the Charter Amendment was approved.

Proposal 2 – The Trust Amendment Proposal – to amend the 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”), pursuant to an amendment to the Trust Agreement in the form set forth in Annex B of the accompanying Proxy Statement (the “Trust Amendment” and together with the Charter Amendment, the “Amendments”), to change the date on which Continental must commence liquidation of the trust account established in connection with the IPO (the “Trust Account”) to the Amended Termination Date. Stockholders voted as follows:

For:			16,555,196
Against:			4
Abstain:			0

Accordingly, the Trust Amendment was approved.

Proposal 3 – The Adjournment Proposal – to approve the adjournment of the Special Meeting, if necessary, from time to time to solicit additional proxies in favor of the Amendment Proposals or if otherwise determined by the chairperson of the Special Meeting to be necessary or appropriate. Because there was no need to adjourn the Special Meeting, proposal 3 was not voted upon.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	~~Description~~	Description
99.1	Press Release, dated November 28, 2022
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Company.
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~December 286, 2022

	Research Alliance Corp. II

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

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