Exhibit 4.1


 


	NUMBER

C-	 	SHARES
	 	 	 
	SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	 
	 	 	CUSIP [         ]


 


RESEARCH ALLIANCE CORP. II


 


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT      
             is the owner of                   
fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common Stock”),
of Research Alliance Corp. II, a Delaware corporation (the “Company”), transferable on the books of the
Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signature of a duly
authorized signatory of the Company.


 


 


 


	Authorized Signatory	 	Transfer Agent


 






     


     


    

 


RESEARCH ALLIANCE CORP. II


 


The Company will furnish without charge
to each stockholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of equity or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to
all the provisions of the Company’s Amended and Restated Certificate of Incorporation and all amendments thereto and resolutions
of the Board of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company),
to all of which the holder of this certificate by acceptance hereof assents.


 


The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:


 


	TEN COM	—	as tenants in common	UNIF GIFT MIN ACT	—	 	Custodian	 
	 	 	 	 	 	 	 	 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)	 	(Minor)
	 	 	 	 	 	 	 	 
	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	 	under Uniform Gifts to Minors Act	 
	 	 	 	 	 	(State)	 


 


Additional abbreviations may also be used
though not in the above list.


 


For value received,                   
hereby sells, assigns and transfers unto


 


(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER(S) OF ASSIGNEE(S))


 


(PLEASE PRINT OR TYPEWRITE NAME(S) AND
ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


shares of Common Stock represented by
the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said shares of
Common Stock on the books of the within named Company with full power of substitution in the premises.


 


Dated:


 


	 	 
	 	Notice: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.


 


	Signature(s) Guaranteed:	 



 


	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).	 


 






     


     


    

 


As more fully described in, and subject to the terms and conditions
described in, the Company’s final prospectus for its initial public offering dated                   ,
2021, the holder(s) of this certificate shall be entitled to receive a pro rata portion of certain funds held in the trust
account established in connection with the Company’s initial public offering only in the event that (i) the Company
redeems the shares of Common Stock sold in the Company’s initial public offering and liquidates because it does not consummate
an initial business combination by the date set forth (the “Last Date”) in the Company’s Amended and Restated
Certificate of Incorporation, as the same may be amended from time to time (the “Charter”), (ii) the Company redeems
the shares of Common Stock sold in its initial public offering properly submitted in connection with a stockholder vote to amend
the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the Common Stock if it does not
consummate an initial business combination by the Last Date or with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her
or its respective shares of Common Stock in connection with a tender offer (or proxy solicitation, solely in the event the Company
seeks stockholder approval of the proposed initial business combination) setting forth the details of a proposed initial business
combination. In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.