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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ross Acquisition Corp II | NYSE:ROSS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.08 | 0 | 01:00:00 |
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Cayman Islands
|
001-40201
|
98-1578557
|
(State or other jurisdiction
of incorporation or organization)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
1 Pelican Lane
Palm Beach, Florida 33480
(Address Of Principal Executive Offices)
|
33480
(Zip Code)
|
Title of Each Class:
|
Trading
Symbol(s)
|
Name of Each Exchange
on Which Registered:
|
||
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
|
ROSS.U
|
New York Stock Exchange
|
||
Class A ordinary shares, par value $0.0001 per share
|
ROSS
|
New York Stock Exchange
|
||
|
ROSS WS
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☒
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
1 | |
|
1 | |
|
2
|
|
|
3
|
|
|
4
|
|
|
5
|
|
Item 2.
|
19
|
|
Item 3.
|
27
|
|
Item 4.
|
27
|
|
PART II. OTHER INFORMATION
|
|
|
Item 1.
|
27
|
|
Item 1A.
|
27
|
|
Item 2.
|
28
|
|
Item 3.
|
28
|
|
Item 4.
|
28
|
|
Item 5.
|
28
|
|
Item 6.
|
28
|
|
|
29
|
Item 1. |
Condensed Financial Statements
|
March 31, 2023 |
December 31, 2022 |
|||||||
(Unaudited) | ||||||||
Assets:
|
||||||||
Current assets:
|
||||||||
Cash
|
$
|
10,416
|
$ |
31,704 | ||||
Prepaid expenses
|
40,000
|
40,000 | ||||||
Total current assets
|
50,416
|
71,704 | ||||||
Investments held in Trust Account
|
66,366,011
|
350,332,362 | ||||||
Total Assets
|
$
|
66,416,427
|
$ | 350,404,066 | ||||
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,979,209
|
$ | 1,814,213 | ||||
Note payable - related party
|
165,000 | — | ||||||
Accrued expenses
|
4,849,992
|
3,732,635 | ||||||
Total current liabilities
|
6,994,201
|
5,546,848 | ||||||
Derivative warrant liabilities
|
4,532,670
|
871,670 | ||||||
Deferred underwriting commissions
|
12,075,000
|
12,075,000 | ||||||
Total liabilities
|
23,601,871
|
18,493,518 | ||||||
Commitments and Contingencies
|
||||||||
Class A ordinary shares subject to possible redemption, $0.0001
par value; 6,380,902 and 34,500,000
shares at redemption value of approximately $10.39 and $10.15 per share as of March 31, 2023 and December 31, 2022,
respectively
|
66,266,011
|
350,232,362 | ||||||
Shareholders’ Deficit:
|
||||||||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none
issued or outstanding as of March 31, 2023 and December 31, 2022
|
—
|
— | ||||||
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no
non-redeemable shares issued or outstanding as of March 31, 2023 and December 31, 2022
|
—
|
— | ||||||
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000
shares issued and outstanding as of March 31, 2023 and December 31, 2022
|
863
|
863 | ||||||
Additional paid-in capital
|
—
|
— | ||||||
Accumulated deficit
|
(23,452,318
|
)
|
(18,322,677 | ) | ||||
Total shareholders’ deficit
|
(23,451,455
|
)
|
(18,321,814 | ) | ||||
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’
Deficit
|
$
|
66,416,427
|
$ | 350,404,066 |
For The Three Months Ended
March 31,
|
||||||||
2023
|
2022 |
|||||||
General and administrative expenses
|
$
|
1,273,645
|
|
$ | 385,811 | |||
General and administrative expenses - related party
|
30,000
|
30,000 | ||||||
Loss from operations
|
(1,303,645
|
)
|
(415,811 | ) | ||||
Other income (expenses):
|
||||||||
Change in fair value of derivative warrant liabilities
|
(3,661,000
|
)
|
8,716,660 | |||||
Income from interest in operating account
|
4
|
26 | ||||||
Income from investments held in Trust Account
|
3,602,105
|
122,516 | ||||||
Net (loss) income
|
$
|
(1,362,536
|
)
|
$ | 8,423,391 | |||
Weighted average shares outstanding of Class A ordinary shares, basic and diluted
|
28,876,180 | 34,500,000 | ||||||
Basic and diluted net (loss) income per share, Class A ordinary share
|
$
|
(0.04
|
)
|
$ | 0.20 | |||
Weighted average shares outstanding of Class B ordinary shares, basic and diluted
|
8,625,000
|
8,625,000 |
||||||
Basic and diluted net (loss) income per share, Class B ordinary share
|
$
|
(0.04
|
)
|
$ | 0.20 |
Ordinary Shares
|
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders'
Deficit
|
|||||||||||||||||||||||||
Class A | Class B | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance - December 31, 2022
|
—
|
$
|
—
|
8,625,000
|
$
|
863
|
$
|
—
|
$
|
(18,322,677
|
)
|
$
|
(18,321,814
|
)
|
||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(1,362,536
|
)
|
(1,362,536
|
)
|
|||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption
|
—
|
—
|
—
|
—
|
—
|
(3,767,105
|
)
|
(3,767,105
|
)
|
|||||||||||||||||||
Balance - March 31, 2023
(Unaudited)
|
—
|
$
|
—
|
8,625,000
|
$
|
863
|
$
|
—
|
$
|
(23,452,318
|
)
|
$
|
(23,451,455
|
)
|
Ordinary Shares |
Additional
Paid-in
Capital
|
Accumulated
Deficit
|
Total
Shareholders'
Deficit
|
|||||||||||||||||||||||||
Class A |
Class B |
|||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance - December 31, 2021
|
—
|
$
|
—
|
8,625,000
|
$
|
863
|
$
|
—
|
$
|
(27,956,502
|
)
|
$
|
(27,955,639
|
)
|
||||||||||||||
Net income |
— | — | — | — | — | 8,423,391 | 8,423,391 | |||||||||||||||||||||
Increase in redemption value of Class A ordinary shares subject to possible redemption
|
— |
—
|
—
|
—
|
—
|
(94,152
|
)
|
(94,152
|
)
|
|||||||||||||||||||
Balance - March 31, 2022 (Unaudited)
|
—
|
$
|
—
|
8,625,000
|
$
|
863
|
$
|
—
|
$
|
(19,627,263
|
)
|
$
|
(19,626,400
|
)
|
For The Three Months
Ended
March 31,
|
||||||||
2023
|
2022
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net (loss) income |
$ | (1,362,536 | ) | $ | 8,423,391 | |||
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
||||||||
Change in fair value of derivative warrant liabilities
|
3,661,000 |
(8,716,660
|
)
|
|||||
Income from investments held in Trust Account
|
(3,602,105 | ) |
(122,516
|
)
|
||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses
|
— |
(62,083
|
)
|
|||||
Accounts payable
|
164,996 |
(365,019
|
)
|
|||||
Accrued expenses
|
1,117,357 |
112,768
|
||||||
Net cash used in operating activities
|
(21,288 | ) |
(730,119
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Cash withdrawn from trust in connection with redemption
|
287,733,456 | — | ||||||
Cash deposited in Trust Account
|
(165,000 | ) |
—
|
|||||
Net cash provided by investing activities
|
287,568,456 |
—
|
||||||
|
||||||||
Cash Flows from Financing Activities:
|
||||||||
Proceeds from related party
|
165,000 |
—
|
||||||
Redemption of class A shares
|
(287,733,456 | ) |
—
|
|||||
Net cash used in financing activities
|
(287,568,456 | ) |
—
|
|||||
|
||||||||
Net change in cash
|
(21,288 | ) |
(730,119
|
)
|
||||
|
||||||||
Cash - beginning of the period
|
31,704 |
1,133,702
|
||||||
Cash - end of the period
|
$ | 10,416 |
$
|
403,583
|
• |
Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;
|
• |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for
identical or similar instruments in markets that are not active; and
|
• |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in
which one or more significant inputs or significant value drivers are unobservable.
|
For The Three Months Ended March 31,
|
||||||||||||||||
2023 |
2022 |
|||||||||||||||
Class A
|
Class B
|
Class A
|
Class B
|
|||||||||||||
Basic and diluted net (loss) income per ordinary share:
|
||||||||||||||||
Numerator:
|
||||||||||||||||
Allocation of net (loss) income
|
$
|
(1,049,163
|
)
|
$
|
(313,373
|
)
|
$
|
6,738,713
|
$
|
1,684,678
|
||||||
Denominator:
|
||||||||||||||||
Basic and diluted weighted average ordinary shares outstanding
|
28,876,180
|
8,625,000
|
34,500,000
|
8,625,000
|
||||||||||||
Basic and diluted net (loss) income per ordinary share
|
$
|
(0.04
|
)
|
$
|
(0.04
|
)
|
$
|
0.20
|
$
|
0.20
|
Class A ordinary shares subject to possible redemption as of December 31, 2022
|
|
350,232,362
|
||
Less:
|
||||
Redemptions
|
(287,733,456 | ) | ||
Plus:
|
||||
Increase in redemption value of Class A ordinary shares subject to possible redemption | 3,767,105 | |||
Class A ordinary shares subject to possible redemption as of March 31, 2023 | $ | 66,266,011 |
|
• |
in whole and not in part;
|
• |
at a price of $0.01 per warrant;
|
• |
upon a minimum of 30 days’ prior written notice of redemption; and
|
• |
if, and only if, the last reported sale price (the “closing price”) of the
Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
|
• |
in whole and not in part;
|
• |
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of
redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the agreed redemption date and the “fair market value” of the Company’s Class A
ordinary shares;
|
• |
if, and only if, the last reported sale price (the “closing price”) of the
Company’s Class A ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading
day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and
|
• |
the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.
|
March 31, 2023 |
||||||||||||
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account
– U.S Treasury securities
|
$
|
66,366,011
|
$
|
—
|
$ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities – Public warrants
|
$
|
2,990,000
|
$
|
—
|
$
|
—
|
||||||
Derivative warrant liabilities –
Private placement warrants
|
$
|
—
|
$
|
1,542,670
|
$
|
—
|
December 31, 2022 |
||||||||||||
Description
|
Quoted Prices in
Active Markets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant Other
Unobservable Inputs
(Level 3)
|
|||||||||
Assets:
|
||||||||||||
Investments held in Trust Account – U.S Treasury securities
|
$
|
350,332,362
|
$
|
—
|
$ | — | ||||||
Liabilities: | ||||||||||||
Derivative warrant liabilities – Public warrants
|
$
|
575,000
|
$
|
—
|
$
|
—
|
||||||
Derivative warrant liabilities – Private placement warrants
|
$
|
—
|
$
|
296,670
|
$
|
—
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings.
|
Item 1A. |
Risk Factors.
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
|
Item 3. |
Defaults upon Senior Securities.
|
Item 4. |
Mine Safety Disclosures.
|
Item 5. |
Other Information.
|
Item 6. |
Exhibits.
|
* |
These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
|
Dated: May 22, 2023
|
ROSS ACQUISITION CORP II
|
|
By:
|
/s/ Wilbur L. Ross, Jr.
|
|
Name:
|
Wilbur L. Ross, Jr.
|
|
Title:
|
Chief Executive Officer
|
|
Dated: May 22, 2023
|
By:
|
/s/ Stephen J. Toy
|
Name:
|
Stephen J. Toy.
|
|
Title:
|
Chief Financial Officer
|
1 Year Ross Acquisition Corp II Chart |
1 Month Ross Acquisition Corp II Chart |
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