Research Alliance Corp. II Will Redeem Public Shares
29 November 2022 - 9:16AM
Business Wire
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.
As of the close of business on December 2, 2022, the Public
Shares will be deemed cancelled and will represent only the right
to receive the Redemption Amount, if the Stockholder Approval is
obtained at the Company’s Special Meeting on December 2, 2022.
The Redemption Amount will be payable to the holders of the
Public Shares upon presentation of their respective stock or unit
certificates or other delivery of their shares or units to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company. Beneficial owners of public shares held in “street name,”
however, will not need to take any action in order to receive the
Redemption Amount.
The Company’s sponsor and other initial stockholder have waived
their respective redemption rights with respect to any shares of
Class A Common Stock or Class B Common Stock, par value, $0.0001
per share held by them; provided, that the Company’s sponsor and
other initial stockholders will be entitled to liquidating
distributions from the Trust Account with respect to any Public
Shares they hold.
The Company expects that NASDAQ will file a Form 25 with the
U.S. Securities and Exchange Commission (the “Commission”)
to delist its securities. The Company thereafter expects to file a
Form 15 with the Commission to terminate the registration of its
securities under the Securities Exchange Act of 1934, as
amended.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. When used in this press release, the words “could,”
“should,” “will,” “may,” “believe,” “anticipate,” “intend,”
“estimate,” “expect,” “project,” the negative of such terms and
other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. Such forward-looking statements are based
on current information and expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties.
Accordingly, forward-looking statements should not be relied upon
as representing the Company’s views as of any subsequent date, and
the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue reliance on
these forward-looking statements. As a result of a number of known
and unknown risks and uncertainties, actual results or performance
may be materially different from those expressed or implied by
these forward-looking statements. Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the “Risk
Factors” in the Company’s registration statement on Form S-1
(Registration No. 333-253794), as amended, initially filed with the
Commission on March 19, 2021, relating to its initial public
offering, annual, quarterly reports and subsequent reports filed
with the Commission, as amended from time to time. Copies of such
filings are available on the Commission’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221128005784/en/
RA Capital Management, L.P. Tess Cameron (617) 778.2500
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