Washington, D.C. 20549
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* 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).
CUSIP No. 760873109
|
13G
|
Page 2 of 13
Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
HealthCor Management, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
1,324,800
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
1,324,800
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,324,800
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.6%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
PN
|
|
|
CUSIP No. 760873109
|
13G
|
Page 3 of
13 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
HealthCor Associates, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
1,324,800
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
1,324,800
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,324,800
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.6%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
OO - limited liability company
|
|
|
CUSIP No. 760873109
|
13G
|
Page 4 of 13
Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
HealthCor Group, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
591,218
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
591,218
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
591,218
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.8%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
OO - limited liability company
|
|
|
CUSIP No. 760873109
|
13G
|
Page 5 of 13
Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
Arthur Cohen
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
1,324,800
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
1,324,800
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,324,800
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.6%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
IN
|
|
|
CUSIP No. 760873109
|
13G
|
Page 6 of 13
Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
Joseph Healey
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
United States
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
1,324,800
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
1,324,800
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
1,324,800
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
8.6%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
IN
|
|
|
CUSIP No. 760873109
|
13G
|
Page 7 of
13 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
HealthCor Therapeutics Master Fund, L.P.
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
591,218
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
591,218
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
591,218
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.8%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
PN
|
|
|
CUSIP No. 760873109
|
13G
|
Page 8 of
13 Pages
|
|
|
(1)
|
NAMES OF REPORTING PERSONS
|
|
HealthCor Therapeutics GP, LLC
|
|
|
|
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a) ¨
|
|
(b) x
|
|
|
(3)
|
SEC USE ONLY
|
|
|
|
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Delaware
|
|
|
NUMBER OF
|
(5)
|
SOLE VOTING POWER
|
|
|
0
|
SHARES
|
|
|
|
|
|
BENEFICIALLY
|
(6)
|
SHARED VOTING POWER
|
|
|
591,218
|
OWNED BY
|
|
|
|
|
|
EACH
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
REPORTING
|
|
|
|
|
|
PERSON WITH
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
591,218
|
|
|
|
|
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
591,218
|
|
|
|
|
(10)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
|
¨
|
|
|
|
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
3.8%
|
|
|
|
|
(12)
|
TYPE OF REPORTING PERSON (see instructions)
|
|
OO - limited liability company
|
|
|
CUSIP No. 760873109
|
13G
|
Page 9 of 13 Pages
|
|
Item 1(a).
|
Name of Issuer:
|
Research Alliance Corp. II
|
Item 1(b).
|
Address
of Issuer's Principal Executive Offices:
|
3172 North Rainbow Blvd. #1278, Las Vegas,
NV 89108
|
Item 2(a, b, c).
|
Name of Person Filing:
|
(i) HealthCor Management, L.P., a Delaware
limited partnership, 55 Hudson Yards, 28th Floor, New York, NY 10001;
(ii) HealthCor Associates, LLC, a Delaware
limited liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
(iii) HealthCor Group, LLC, a Delaware limited
liability company, 55 Hudson Yards, 28th Floor, New York, NY 10001;
(iv) Joseph Healey, 55 Hudson Yards, 28th
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, 28th Floor, New York, NY 10001; and
(vii) HealthCor Therapeutics GP, LLC, a Delaware limited
liability company, 55 Hudson Yards, 28th 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". HealthCor Offshore Master Fund, L.P. and HealthCor Sanatate Offshore Master Fund,
L.P., together with their respective general partners HealthCor Offshore GP, LLC and HealthCor Offshore II GP, LLC, were filing persons
in the original Statement to which this amendment relates, but are no longer the beneficial owners of any Ordinary Shares.
CUSIP No. 760873109
|
13G
|
Page 10 of 13 Pages
|
|
Item 2(d).
|
Title
of Class of Securities: Class A Ordinary Shares, par value $0.0001 per share (the "Ordinary Shares")
|
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.
HealthCor Therapeutics Master Fund, L.P. (the "Fund")
is the beneficial owner of a total of 591,218 Ordinary Shares of the Issuer.
In addition, HealthCor Management, L.P. manages separately
managed accounts that collectively hold a total of 733,582 Ordinary Shares of the Issuer.
HealthCor Therapeutics GP, LLC is the general partner of HealthCor
Therapeutics Master Fund, L.P. Accordingly, HealthCor Therapeutics GP, LLC may be deemed to beneficially own the Ordinary Shares that
are beneficially owned by HealthCor Therapeutics Master Fund, L.P. HealthCor Group, LLC is the managing member of HealthCor Therapeutics
GP, LLC and, therefore, may be deemed to beneficially own the Ordinary Shares that are beneficially owned by HealthCor Therapeutics Master
Fund, L.P.
CUSIP No. 760873109
|
13G
|
Page 11 of 13 Pages
|
By virtue of its position as the investment manager of the
Fund, HealthCor Management, L.P. may be deemed a beneficial owner of the Ordinary Shares owned by the Fund, as well as those it manages
through separately managed accounts. HealthCor Associates, LLC is the general partner of HealthCor Management, L.P. and thus may also
be deemed to beneficially own the Ordinary Shares that are beneficially owned by the Fund.
As the Managers of HealthCor Associates, LLC, Arthur Cohen
and Joseph Healey exercise both voting and investment power with respect to the shares of Common Stock reported herein, and therefore
each may be deemed a beneficial owner of such Ordinary Shares.
Each of the Reporting Persons hereby disclaims any beneficial
ownership of any such Ordinary Shares in excess of their actual pecuniary interest therein.
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
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 ¨.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Not Applicable
|
Item 7.
|
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company.
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit I.
|
Item 9.
|
Notice of Dissolution of Group.
|
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.
CUSIP No. 760873109
|
13G
|
Page 12 of 13 Pages
|
Exhibits:
|
Exhibit I:
|
Joint Acquisition Statement
|
CUSIP No. 760873109
|
13G
|
Page 13 of 13 Pages
|
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, 2022
|
HEALTHCOR MANAGEMENT, L.P.
|
|
|
|
|
By: HealthCor Associates, LLC, its general partner
|
|
|
|
|
|
/s/ Laurie Hadick
|
|
|
Name:
|
Laurie Hadick
|
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
HEALTHCOR THERAPEUTICS GP, LLC, for itself and as general partner of behalf of HEALTHCOR THERAPEUTICS MASTER FUND, L.P.
|
|
|
|
|
By: HealthCor Group, LLC, its general partner
|
|
|
|
|
|
/s/ Laurie Hadick
|
|
|
Name:
|
Laurie Hadick
|
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
HEALTHCOR ASSOCIATES, LLC
|
|
|
|
|
/s/ Laurie Hadick
|
|
|
Name:
|
Laurie Hadick
|
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
HEALTHCOR GROUP, LLC
|
|
|
|
|
/s/ Laurie Hadick
|
|
|
Name:
|
Laurie Hadick
|
|
|
Title:
|
Chief Compliance Officer
|
|
|
|
JOSEPH HEALEY, Individually
|
|
|
|
|
/s/ Joseph Healey
|
|
|
|
|
ARTHUR COHEN, Individually
|
|
|
|
|
/s/ Arthur Cohen
|