Research Alliance Corp. II (RACB)

LAS VEGAS--(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.

INDIANAPOLIS--(BUSINESS WIRE)--POINT Biopharma Inc. (POINT), a radiopharmaceutical company dedicated to bringing the many benefits of precision radioligand therapy to cancer patients, announced today that the U.S. Nuclear Regulatory Commission (NRC) has issued a Materials License for its new production facility located in Indianapolis, Indiana. POINT is currently finishing renovations to its 80,000-square-foot radiopharmaceutical manufacturing center which, when complete, will make it one of the largest, state-of-the-art, Good Manufacturing Practices (GMP) radioligand manufacturing facilities in the world. The NRC Materials License authorizes the handling of nuclear material in chemical and/or physical form, enabling POINT to begin work with a wide variety of radioisotopes on-site and complete testing and qualification of its operations. “The completion of our Indianapolis facility and scope of this Materials License will enable POINT to quickly bring its drug manufacturing operations online,” said Todd Hockemeyer, EVP, US Manufacturing Operations at POINT Biopharma. “Our mission is to make radioligand therapy applicable to more cancers, available to more people, thereby improving the lives of cancer patients and their families everywhere. This Materials License is an important milestone in our journey to deliver on our mission. ” “I am proud of the many accomplishments Todd and his team in Indiana have achieved,” added Joe McCann, CEO of POINT Biopharma. “Attaining the NRC Materials License means we can get to work using radioisotopes like Lutetium-177 and Actinium-225 at our facility, which is a key milestone in the path to manufacturing our products in Indianapolis.” POINT expects the Indianapolis facility will begin to provide supply for its Phase 3 clinical trial targeting metastatic castration resistant prostate cancer later this year. More information about POINT’s Study Evaluating mCRPC Treatment Using PSMA [Lu-177]-PNT2002 Therapy After Second-line Hormonal Treatment (SPLASH) is available at https://www.splashtrial.com . POINT Biopharma has entered into a definitive merger agreement with Research Alliance Corp. I (Nasdaq: RACA). Upon closing, the combined company is expected to be listed on Nasdaq under the ticker symbol “PNT”. A full description of the terms of the business combination can be found in registration statement on Form S-4 filed with the SEC by RACA. About Therapeutics Acquisition Corp, d/b/a Research Alliance Corp. I Research Alliance Corp. I is sponsored by RA Capital Management, L.P., and is led by Chairman and CEO Peter Kolchinsky, PhD and CFO Matthew Hammond, PhD. RACA is a blank check company formed for the purpose of effecting a business combination with one or more businesses in the healthcare industry. About RA Capital Management RA Capital is a multi-stage investment manager dedicated to evidence-based investing in public and private healthcare and life science companies that are developing drugs, medical devices, and diagnostics. The flexibility of its strategy allows RA Capital to provide seed funding to startups and to lead private, IPO, and follow-on financings for its portfolio companies, allowing management teams to drive value creation from inception through commercialization. About POINT Biopharma POINT Biopharma is a globally focused radiopharmaceutical company building a platform for the clinical development and commercialization of radioligands that fight cancer. POINT is combining a portfolio of best-in-class radiopharmaceutical assets, a seasoned management team, strategic partnerships in radioisotope supply, manufacturing technology and novel direct-to-patient targeting to revolutionize theragnostic drug development and radioligand commercialization. Learn more at https://www.pointbiopharma.com. Important Information About the Business Combination and Where to Find It A full description of the terms of the business combination is provided in a registration statement on Form S-4 filed with the SEC by Therapeutics Acquisition Corp. d/b/a/ Research Alliance Corp. I. (“RACA”) which includes a prospectus with respect to the Combined Company’s securities to be issued in connection with the business combination and a proxy statement with respect to the shareholder meeting of RACA to vote on the business combination. RACA urges its investors, shareholders and other interested persons to read the preliminary proxy statement/ prospectus as well as other documents filed with the SEC because these documents will contain important information about RACA, POINT and the business combination. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of RACA as of a record date to be established for voting on the proposed business combination. Shareholders will also be able to obtain a copy of the S-4, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Research Alliance Corp. I, Attn: Secretary, 200 Berkeley St, 18th floor, Boston, MA 02116. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov). Participants in the Solicitation RACA and POINT and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed business combination described in this press release under the rules of the SEC. Information about the directors and executive officers of RACA is set forth in RACA’s final prospectus for initial public offering filed with the SEC pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the “Securities Act”) on July 9, 2020, and is available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Research Alliance Corp. I, Attn: Secretary, 200 Berkeley St, 18th floor, Boston, MA 02116. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the RACA shareholders in connection with the proposed business combination will be set forth in the registration statement containing the proxy statement/prospectus for the proposed business combination when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above. Non-Solicitation This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. Forward-Looking Statements This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the proposed business combination, including the timing and structure of the business combination, the proceeds from the business combination, the initial market capitalization of the Combined Company and the benefits of the business combination, as well as statements about the potential attributes and benefits of POINT’s product candidates and the format and timing of POINT’s product development activities and clinical trials. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, the ability to complete the business combination due to the failure to obtain approval from RACA’s shareholders or satisfy other closing conditions in the business combination agreement, the occurrence of any event that could give rise to the termination of the business combination agreement, the outcome of any legal proceedings that may be instituted against RACA or POINT following announcement of the proposed business combination and related transactions, the impact of COVID-19 on POINT’s business and/or the ability of the parties to complete the business combination, the ability to obtain or maintain the listing of RACA’s common stock on Nasdaq following the proposed business combination, costs related to the proposed business combination, changes in applicable laws or regulations, the possibility that RACA or POINT may be adversely affected by other economic, business, and/or competitive factors, and other risks and uncertainties, including those to be included under the header “Risk Factors” in the registration statement on Form S-4 to be filed by RACA with the SEC and those included under the header “Risk Factors” in the final prospectus of RACA related to its initial public offering. Most of these factors are outside of RACA’s and POINT’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

NEW YORK, March 27, 2021 /PRNewswire/ --  Juan Monteverde , founder and managing partner at Monteverde & Associates PC, a national securities firm rated Top 50 in the 2018 and 2019 ISS Securities Class Action Services Report and headquartered at the Empire State Building in New York City, is investigating Research Alliance Corp. I ("RACA" or the "Company") (RACA) relating to its proposed merger with POINT Biopharma, Inc. Under the terms of the agreement, RACA will acquire POINT through a reverse merger, with POINT emerging as a publicly traded company. The investigation focuses on whether Research Alliance Corp. I and its Board of Directors violated securities laws and/or breached their fiduciary duties to the Company by 1) failing to conduct a fair process, 2) whether the transaction is properly valued, and 3) whether all material information has been disclosed.

LAS VEGAS--(BUSINESS WIRE)--Research Alliance Corp. II (Nasdaq:RACB) (the “Company”) announced today that on March 22, 2021 it closed its initial public offering of 14,950,000 shares of Class A common stock, including 1,950,000 shares issued pursuant to the exercise by the underwriters of their over-allotment option. The offering was priced at $10.00 per share, resulting in gross proceeds of $149,500,000. The Company, sponsored by RA Capital Management, L.P., is led by Chairman and CEO Peter Kolchinsky PhD, CIO Matthew Hammond, PhD and CFO Tess Cameron. The Company is a blank check company formed for the purpose of effecting a business combination with one or more businesses in the healthcare industry. The proceeds of the offering will be used to fund such business combination. The Company’s shares of Class A common stock began trading on The Nasdaq Capital Market under the ticker symbol “RACB” on March 18, 2021. Jefferies LLC served as sole book runner for the offering. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from: Jefferies LLC, Attn: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, by telephone: 877-821-7388 or by email: Prospectus_Department@Jefferies.com. Registration statements relating to these securities became effective on March 17, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. FORWARD-LOOKING STATEMENTS This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 section of the Company’s registration statement and prospectus for the offering filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’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.