RACB SEC filings, in plain English

• SC 13G/A14 February 20230001104659-23-020659
• SC 13G/A14 February 20230001104659-23-020382
• SC 13G/A14 February 20230001193125-23-038763
• SC 13G/A14 February 20230001172661-23-001223
• SC 13G/A8 February 20230001172661-23-000539
• SC 13G/A10 January 20230001604488-23-000004
• 15-12G16 December 20220001104659-22-127804
• 8-K6 December 20220001104659-22-124898
• 25-NSE6 December 20220001354457-22-000684
• 8-K28 November 20220001104659-22-122499
• DEFA14A28 November 20220001104659-22-122502
• SC 13G10 November 20220001604488-22-000025
• 10-Q10 November 20220001104659-22-117258
  What changed vs 2022-08-10trust $149.7M → $150.4M +0%
  trust account, going-concern doubt, redeemable shares1 moved · 2 with no prior record of ours

  Trust account

  $149.7M→$150.4M

  SpacBrain reads this as $685,136 was added to the trust between the two filings.

  The clause …“statements, as of September 30, 2022, we had $0.4 million in cash and $150.4 million of investments held in the Trust Account. Further, we expect to incur significant costs in the pursuit of our initial Business Combination. We”…

  Going-concern doubt

  stated · unchanged

  The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Currently, no adjustments have been made to the carrying amounts of assets or”…

  Redeemable shares

  14.9M · unchanged

  The clause …“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,”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• DEFA14A9 November 20220001104659-22-116465
• DEF 14A7 November 20220001104659-22-115407

  What changed: Research Alliance Corp. II called a special meeting for December 2, 2022 at 10:00 a.m. Eastern to amend its charter and move the termination date forward from March 22, 2023, two years after its March 22, 2021 IPO, to December 2, 2022, the date of the meeting; plus a trust amendment. Public stockholders may elect a voluntary redemption at the trust amount including interest not released for taxes, less up to $100,000 for dissolution expenses, regardless of how they vote, subject to a limitation preserving $5,000,001 of net tangible assets, with all remaining shares redeemed afterwards. Why it matters: An early wind-up returns capital roughly four months ahead of the deadline and before the 1% excise tax on repurchases takes effect January 1, 2023, preserving value that a 2023 redemption would forfeit. The two-stage design, a voluntary redemption followed by redemption of everything left, means holders do not need to act to receive their pro rata trust share. The board's decision to liquidate rather than seek an extension is a judgement that no transaction was achievable, which removes deal risk entirely.

• SC 13G/A2 November 20220001062993-22-021399
• 41 November 20220001510281-22-000211
• PRE 14A25 October 20220001104659-22-111176
• 10-Q10 August 20220001104659-22-088569
  What changed vs 2022-05-12trust $149.5M → $149.7M +0%going concern APPEARED
  trust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours

  Trust account

  $149.5M→$149.7M

  SpacBrain reads this as $189,902 was added to the trust between the two filings.

  The clause “150,142 ​ ​ 204,891 Total Current Assets ​ ​ 768,938 ​ ​ 1,255,464 Investments held in Trust Account ​ ​ 149,714,864 ​ ​ 149,511,634 Total Assets ​ $ 150,483,802 ​ $ 150,767,098 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ DEFICIT ​ ​”…

  Going-concern doubt

  not stated→stated

  SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.

  The clause …“a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Currently, no adjustments have been made to the carrying amounts of assets or”…

  Redeemable shares

  14.9M · unchanged

  The clause …“to occurrence of uncertain future events. Accordingly, at June 30, 2022, 14,950,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit)”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 429 June 20220001510281-22-000141
• 315 June 20220001510281-22-000130
• SC 13G15 June 20220001062993-22-014877
• 10-Q12 May 20220001104659-22-059541
  What changed vs 2021-11-12trust $149.5M → $149.5M +0%
  trust account, redeemable shares1 moved · 1 with no prior record of ours

  Trust account

  $149.5M→$149.5M

  SpacBrain reads this as $17,097 was added to the trust between the two filings.

  The clause “207,267 ​ ​ 204,891 Total Current Assets ​ ​ 966,885 ​ ​ 1,255,464 Investments held in Trust Account ​ ​ 149,524,962 ​ ​ 149,511,634 Total Assets ​ $ 150,491,847 ​ $ 150,767,098 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY”…

  Redeemable shares

  14.9M · unchanged

  The clause …“to occurrence of uncertain future events. Accordingly, at March 31, 2022, 14,950,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit)”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 8-K29 March 20220001104659-22-039435
• 10-K18 March 20220001104659-22-035554
• 8-K22 February 20220001104659-22-025300
• SC 13G/A14 February 20220001193125-22-042208
• SC 13G14 February 20220001172661-22-000723
• SC 13G/A14 February 20220001104659-22-021997
• SC 13G/A14 February 20220001104659-22-021120
• SC 13G9 February 20220001193125-22-032877
• SC 13G1 February 20220001172661-22-000211
• 10-Q12 November 20210001104659-21-137334
  What changed vs 2021-08-09trust $149.5M → $149.5M +0%
  trust account, redeemable shares1 moved · 1 with no prior record of ours

  Trust account

  $149.5M→$149.5M

  SpacBrain reads this as $3,769 was added to the trust between the two filings.

  The clause …“​ ​ — Total current assets ​ ​ 1,395,466 ​ ​ 224,455 Marketable securities held in Trust Account ​ ​ 149,507,865 ​ ​ — Deferred offering costs ​ ​ — ​ ​ 123,125 Total Assets ​ $ 150,903,331 ​ $ 347,580 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND”…

  Redeemable shares

  not previously extracted→14.9M

  The clause …“to occurrence of uncertain future events. Accordingly, at September 30, 2021, 14,950,000 shares of Class A common stock subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity (deficit)”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q9 August 20210001104659-21-101965
  What changed vs 2021-05-11trust $149.5M → $149.5M +0%
  trust account1 moved

  Trust account

  $149.5M→$149.5M

  SpacBrain reads this as $3,727 was added to the trust between the two filings.

  The clause …“​ ​ — Total current assets ​ ​ 1,365,513 ​ ​ 224,455 Marketable securities held in Trust Account ​ ​ 149,504,096 ​ ​ — Other long-term assets ​ ​ 120,392 ​ ​ — Deferred offering costs ​ ​ — ​ ​ 123,125 Total Assets ​ $ 150,990,001 ​”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 10-Q11 May 20210001104659-21-064651

  What changed: Q1 2021 10-Q for Research Alliance Corp. II, a Delaware blank-check that floated during the quarter; the underwriters exercised the over-allotment in full on 22 March 2021, releasing 487,500 founder shares from forfeiture. At 31 March 2021 cash and marketable securities held in trust were $149,500,369, held entirely as Level 1 cash equivalents, against $1,838,824 of operating cash. Balance sheet: 14,077,577 shares subject to possible redemption at $140,775,770, 1,371,423 non-redeemable Class A, 3,737,500 Class B, deferred underwriting $5,232,500. Net loss $28,659. Why it matters: Every figure ties: 14,950,000 public units at $10.00 plus $369 of interest is the trust to the dollar, the deferred fee is $0.35 on those units, founder shares are a quarter of them, and 1,371,423 plus 14,077,577 equals the 15,449,000 Class A on the 11 May 2021 cover once the 499,000 private placement shares are included. One drafting slip: the temporary-equity caption calls them 'Class A ordinary shares' while the line directly beneath says 'Class A common stock', and the registrant is a Delaware corporation, so only the second is right.

• SC 13G1 April 20210001104659-21-045549
• SC 13G29 March 20210001104659-21-043148
• 8-K26 March 20210001104659-21-042572
• SC 13G26 March 20210001193125-21-096698
• 8-K23 March 20210001104659-21-040401

The complete RACB filing history on EDGAR