SEC Form SC 13G/A filed by Research Alliance Corp. II (Amendment)

SECURITIES & EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13G 

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT 

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED 

PURSUANT TO RULE 13d-2

(Amendment No. 2)*

Research Alliance Corp. II 

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share 

(Title of Class of Securities)

760873109 

(CUSIP Number)

December 31, 2022 

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b) 

x Rule 13d-1(c) 

¨ Rule 13d-1(d)

(Page 1 of 11 Pages)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Research Alliance Corp. II

3172 North Rainbow Blvd. #1278, Las Vegas, NV 89108

(i) HealthCor Management, L.P., a Delaware limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(ii) HealthCor Associates, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(iii) HealthCor Group, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(iv)  Joseph Healey, 55 Hudson Yards, 28^th Floor, New York, NY 10001;

(v) Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854;

(vi)  HealthCor Therapeutics Master Fund, L.P., a Cayman Islands limited partnership, 55 Hudson Yards, 28^th Floor, New York, NY 10001; and

(vii) HealthCor Therapeutics GP, LLC, a Delaware limited liability company, 55 Hudson Yards, 28^th Floor, New York, NY 10001.

Both Mr. Healey and Mr. Cohen are United States citizens.

The persons at (i) through (vii) above are collectively referred to herein as the "Reporting Persons".

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Not Applicable

Not Applicable

See Exhibit I.

Not Applicable

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATED:    February 14, 2023