Mga Batayang Estadistika
| CIK | 1841610 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ross Acquisition Corp II Units, each consisting of one Class A ordinary share and one-third of one r
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 18, 2025 |
Filed by BPGC Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 File No.: 001-40201 Subject Company: BPGC Acquisition Corp. Date: August 18, 2025 Set forth below are two posts by Innovative Rocket Technologies Inc. on August 14, 2025. iRocket | August 14, 2025 | Twitter @iRocektUSA Thank you to Al S |
|
| August 14, 2025 |
The material below is an English translation of an article published online on August 11, 2025. Filed by BPGC Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 File No.: 001-40201 Subject Company: BPGC Acquisition Corp. Date: August 14, 2025 The material below is an English translation of an article published online on August 11, 2025. Date: August 11, 2025 Readers: 4,599,000 Saudi Arabia is a |
|
| August 4, 2025 |
Filed by BPGC Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to 14a-12 under the Securities Exchange Act of 1934 File No.: 001-40201 Subject Company: BPGC Acquisition Corp. Date: August 4, 2025 iRocket Announces $640 Million Multi-Year Launch Agreement with SpaceBelt KSA to Deliver Secure and Autonomous Satellite Infrastructure for Saudi Arabia an |
|
| July 23, 2025 |
Exhibit 99.1 iRocket, A Next-Generation Reusable Rocket Developer, To Go Public Via $400 Million Merger With Wilbur Ross-Backed BPGC Acquisition Corp. ● iRocket plans to revolutionize space propulsion and launch through its next-generation rocket engines and launch systems that are scalable reusable, and more cost-effective ● iRocket and BPGC, a special purpose acquisition company sponsored by The |
|
| July 23, 2025 |
Exhibit 10.1 Execution Copy SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of July 22, 2025, is entered into by and among BPGC Acquisition Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Acquiror”), Innovative Rocket Technologies Inc., a Delaware corporation (the “Company”), iRocket Technologies, Inc., |
|
| July 23, 2025 |
Exhibit 10.3 Final Form LOCK-UP AGREEMENT [●], 2025 iRocket Technologies, Inc. [Address] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered by the undersigned (the “Securityholder”) in accordance with that certain Agreement and Plan of Merger, dated as of July 22, 2025 (as may be amended, restated and/or supplemented from time to time, the “Merger |
|
| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 BPGC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation) (Commiss |
|
| July 23, 2025 |
Exhibit 10.2 Final Form REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2025 by and among iRocket Technologies, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning asc |
|
| July 23, 2025 |
AMENDMENT NO. 1 LETTER AGREEMENT Exhibit 10.4 Final Form AMENDMENT NO. 1 TO LETTER AGREEMENT This AMENDMENT is made and entered into as of [●] (this “Amendment”), by and among BPGC Acquisition Corp. (formerly known as Ross Acquisition Corp II), a Cayman Islands exempted company (the “Acquiror”), iRocket Technologies, Inc., a Delaware corporation (“Holdco”), and [●] (the “Insider”). Each of the foregoing will individually be refer |
|
| July 23, 2025 |
Exhibit 99.1 iRocket, A Next-Generation Reusable Rocket Developer, To Go Public Via $400 Million Merger With Wilbur Ross-Backed BPGC Acquisition Corp. ● iRocket plans to revolutionize space propulsion and launch through its next-generation rocket engines and launch systems that are scalable reusable, and more cost-effective ● iRocket and BPGC, a special purpose acquisition company sponsored by The |
|
| July 23, 2025 |
Exhibit 10.1 Execution Copy SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of July 22, 2025, is entered into by and among BPGC Acquisition Corp., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Acquiror”), Innovative Rocket Technologies Inc., a Delaware corporation (the “Company”), iRocket Technologies, Inc., |
|
| July 23, 2025 |
Exhibit 10.2 Final Form REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2025 by and among iRocket Technologies, Inc., a Delaware corporation (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning asc |
|
| July 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 BPGC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation) (Commiss |
|
| July 23, 2025 |
Exhibit 10.3 Final Form LOCK-UP AGREEMENT [●], 2025 iRocket Technologies, Inc. [Address] Re: Lock-Up Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered by the undersigned (the “Securityholder”) in accordance with that certain Agreement and Plan of Merger, dated as of July 22, 2025 (as may be amended, restated and/or supplemented from time to time, the “Merger |
|
| July 23, 2025 |
Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER dated as of July 22, 2025 by and among BPGC ACQUISITION CORP., IROCKET TECHNOLOGIES, INC., IROCKET MERGER SUB, LLC, BPGC MERGER SUB, INC. and INNOVATIVE ROCKET TECHNOLOGIES INC. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction. 20 Article II MERGERS; CLOSING 21 Section 2.01 The Merger |
|
| July 23, 2025 |
Exhibit 2.1 Execution Copy AGREEMENT AND PLAN OF MERGER dated as of July 22, 2025 by and among BPGC ACQUISITION CORP., IROCKET TECHNOLOGIES, INC., IROCKET MERGER SUB, LLC, BPGC MERGER SUB, INC. and INNOVATIVE ROCKET TECHNOLOGIES INC. TABLE OF CONTENTS Page Article I CERTAIN DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Construction. 20 Article II MERGERS; CLOSING 21 Section 2.01 The Merger |
|
| July 23, 2025 |
AMENDMENT NO. 1 LETTER AGREEMENT Exhibit 10.4 Final Form AMENDMENT NO. 1 TO LETTER AGREEMENT This AMENDMENT is made and entered into as of [●] (this “Amendment”), by and among BPGC Acquisition Corp. (formerly known as Ross Acquisition Corp II), a Cayman Islands exempted company (the “Acquiror”), iRocket Technologies, Inc., a Delaware corporation (“Holdco”), and [●] (the “Insider”). Each of the foregoing will individually be refer |
|
| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 BPGC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation) ( |
|
| June 2, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 BPGC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation) ( |
|
| June 2, 2025 |
Exhibit 99.1 iRocket and Wilbur Ross-Backed BPGC Acquisition Corp. Announce a $400 Million Merger Letter of Intent for a Business Combination to Transform the Space Launch Industry and List iRocket on Nasdaq iRocket Provides Next-Generation Reusability and Advanced Propulsion Technology for Aerospace and Defense and is currently performing on a $1.8 million TACFI and $18 million CRADA with DOD for |
|
| June 2, 2025 |
Exhibit 99.1 iRocket and Wilbur Ross-Backed BPGC Acquisition Corp. Announce a $400 Million Merger Letter of Intent for a Business Combination to Transform the Space Launch Industry and List iRocket on Nasdaq iRocket Provides Next-Generation Reusability and Advanced Propulsion Technology for Aerospace and Defense and is currently performing on a $1.8 million TACFI and $18 million CRADA with DOD for |
|
| November 14, 2024 |
ROSS / Ross Acquisition Corp II / Vivaldi Asset Management, LLC - ROSS 13G/A Passive Investment SC 13G/A 1 schedule13gaross111424.htm ROSS 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BPGC Acquisition Corp. (formerly Ross Acquisition II Corp.) (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) September 30, 202 |
|
| November 14, 2024 |
ROSS / Ross Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 ross20240930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 BPGC Acquisition Corp. (formerly known as ROSS ACQUISITION CORP II) (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G7641C106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires |
|
| September 26, 2024 |
EX-3.2 3 ef20036368ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, 1. That the name of the Company is changed from Ross Acquisition Corp II to BPGC Acquisition Corp. 2. That the Amended and Restated Articles |
|
| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 (September 16, 2024) BPGC ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other juris |
|
| September 26, 2024 |
EX-3.1 2 ef20036368ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that articles 49.7 and 49.8 of the Amended and Restated Articles of Association of the Company be deleted and replaced as follows: “49.7 In |
|
| September 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ☐ Definitive Proxy Stat |
|
| September 10, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| September 10, 2024 |
ROSS / Ross Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ROSS ACQUISITION CORP II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G7641C106 (CUSIP Number) August 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
|
| August 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
|
| June 28, 2024 |
ROSS / Ross Acquisition Corp II / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Ross Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) |
|
| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| April 10, 2024 |
ROSS / Ross Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 ROSS ACQUISITION CORP II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G7641C106 (CUSIP Number) March 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
|
| April 3, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Class A ordinary shares, Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, and Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11. |
|
| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| March 18, 2024 |
Exhibit 99.1 Ross Acquisition Corp II Announces Suspension and Expected De-Listing from the New York Stock Exchange and Intention to Seek Listing on the Nasdaq Stock Market PALM BEACH, FL, March 18, 2024 - Ross Acquisition Corp II (NYSE:ROSS) (the “Company” or “we”), a special purpose acquisition company, announced today that the New York Stock Exchange (the “NYSE”) notified the Company that it pl |
|
| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporatio |
|
| March 15, 2024 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that articles 49.7 and 49.8 of the Amended and Restated Articles of Association of the Company be deleted and replaced as follows: “49.7 In the event that the Company does not consu |
|
| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporatio |
|
| March 7, 2024 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation |
|
| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ☐ Definitive Proxy Stat |
|
| February 29, 2024 |
Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination Exhibit 99.1 Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination PALM BEACH, FL, February 29, 2024 — Ross Acquisition Corp II (NYSE:ROSS) (the “Company”) announced that on February 26, 2024 it filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting (the |
|
| February 29, 2024 |
false000184161000018416102024-02-292024-02-290001841610us-gaap:CommonStockMember2024-02-292024-02-290001841610ross:ClassAOrdinaryShares00001ParValuePerShareMember2024-02-292024-02-290001841610ross:RedeemableWarrantsEachWholeWarrantExercisableForOneClassAOrdinaryShareAtAnExercisePriceOf1150PerShareMember2024-02-292024-02-29 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| February 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorpora |
|
| February 26, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| February 14, 2024 |
ROSS / Ross Acquisition Corp II / Westchester Capital Management, LLC - SC 13G Passive Investment SC 13G 1 ef20021400sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Ross Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) G7641C106 (CUSIP Numbe |
|
| February 14, 2024 |
ROSS / Ross Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment SC 13G/A 1 ross20231231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Ross Acquisition Corp II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri |
|
| February 14, 2024 |
ROSS / Ross Acquisition Corp II / Vivaldi Asset Management, LLC Passive Investment SC 13G 1 schedule13gross21424.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ross Acquisition II Corp. (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statem |
|
| February 13, 2024 |
EX-99.B 3 d99465dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby gr |
|
| February 13, 2024 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
|
| February 13, 2024 |
ROSS / Ross Acquisition Corp II / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d99465dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ross Acquisition Corp II (Name of Issuer) Common Shares (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
|
| February 13, 2024 |
EX-99.A 2 d99465dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 1002 |
|
| January 26, 2024 |
EX-99.2 3 tm243910d6ex99-2.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal |
|
| January 26, 2024 |
EX-99.1 2 tm243910d6ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of ROSS ACQUISITION CORP II dated as of December 31, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan |
|
| January 26, 2024 |
ROSS / Ross Acquisition Corp II / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm243910d6sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 – Exit Filing)* ROSS ACQUISITION CORP II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Chec |
|
| November 20, 2023 |
ROSS ACQUISITION CORP II CONVERTIBLE PROMISSORY NOTE Exhibit 10.3 THIS PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIG |
|
| November 20, 2023 |
Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
|
| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant |
|
| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| October 10, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that articles 49.7 and 49.8 of the Amended and Restated Articles of Association of the Company be deleted and replaced as follows: “49.7 In the event that the Company does not consummat |
|
| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 (October 4, 2023) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdic |
|
| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as s |
|
| September 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorpor |
|
| September 15, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that articles 49.7 and 49.8 of the Amended and Restated Articles of Association of the Company be deleted and replaced as follows: “49.7 In the event that the Company does not consummat |
|
| September 15, 2023 |
Exhibit 99.1 Ross Acquisition Corp II Announces Shareholder Approval of Extension of Deadline to Complete a Business Combination PALM BEACH, FL, September 15, 2023 — Ross Acquisition Corp II (NYSE:ROSS) (the “Company”) announced today that its shareholders approved amendments to the Company’s Amended and Restated Memorandum and Articles of Association to, amongst other things, extend the date by w |
|
| September 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ☐ Definitive Proxy Stat |
|
| September 1, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorpora |
|
| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorpora |
|
| September 1, 2023 |
Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination Exhibit 99.1 Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination PALM BEACH, FL, September 1, 2023 — Ross Acquisition Corp II (NYSE:ROSS) (the “Company”) announced that on August 31, 2023 it filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting in lieu |
|
| September 1, 2023 |
Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination Exhibit 99.1 Ross Acquisition Corp II Announces Meeting for Shareholders to Extend Date for Business Combination PALM BEACH, FL, September 1, 2023 — Ross Acquisition Corp II (NYSE:ROSS) (the “Company”) announced that on August 31, 2023 it filed a definitive proxy statement (the “Definitive Proxy Statement”) for the solicitation of proxies in connection with an extraordinary general meeting in lieu |
|
| August 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Amendment No. 1 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
|
| August 31, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| August 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2023 (August 22, 2023) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdict |
|
| August 28, 2023 |
ROSS ACQUISITION CORP II RECEIVES NYSE NOTICE REGARDING DELAYED FORM 10-Q FILING Exhibit 99.1 ROSS ACQUISITION CORP II RECEIVES NYSE NOTICE REGARDING DELAYED FORM 10-Q FILING PALM BEACH, FL, August 28, 2023 – Ross Acquisition Corp II (NYSE:ROSS) (the “Company”) announced today that it received a notice (the “Notice”) on August 22, 2023 from the NYSE Regulation staff of the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with Section 802.01E o |
|
| August 21, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
|
| August 21, 2023 |
TERMINATION OF BUSINESS COMBINATION AGREEMENT Exhibit 10.1 TERMINATION OF BUSINESS COMBINATION AGREEMENT THIS TERMINATION OF BUSINESS COMBINATION AGREEMENT (this “Termination Agreement”) is entered into as of August 21, 2023 (the “Termination Date”), by and between (i) Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), (ii) APRINOIA Therapeutics Inc., an exempted co |
|
| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25/A (Amendment No. |
|
| August 21, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporati |
|
| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporati |
|
| August 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporati |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☐ Form 10-K ☐Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40201 Ross Acquisitio |
|
| April 6, 2023 |
Description of the Company’s Securities. EXHIBIT 4.5 DESCRIPTION OF SECURITIES As of December 31, 2022, Ross Acquisition Corp. II (“we,” “us”, “our” or the “Company”) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its warrants, exercisable for on |
|
| April 5, 2023 |
Exhibit 10.1 THIS ADVANCE AGREEMENT (THIS “INSTRUMENT”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBST |
|
| April 5, 2023 |
EX-10.1 2 brhc10051055ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS ADVANCE AGREEMENT (THIS “INSTRUMENT”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS INSTRUMENT HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL RE |
|
| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 (March 31, 2023) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction |
|
| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 (March 31, 2023) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction |
|
| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-40201 CUSIP Number G7641C106 G7641C122 G7641C114 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
|
| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Ross Acquisition Corp II (Name of Issuer) Class A ordinary shares, $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) |
|
| March 13, 2023 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution, that articles 49.7 and 49.8 of the Amended and Restated Articles of Association of the Company be deleted and replaced as follows: “49.7 In the event that the Company does not consummat |
|
| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 ROSS ACQUISITION CORP II (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40201 95-1578557 (State or other Jurisdiction of Incorporation) (Comm |
|
| February 14, 2023 |
ROSS / Ross Acquisition Corp II / GLAZER CAPITAL, LLC Passive Investment SC 13G 1 ross20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ross Acquisition Corporation II (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appro |
|
| February 6, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
|
| January 27, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ D |
|
| January 27, 2023 |
ROSS / Ross Acquisition Corp II / Magnetar Financial LLC - SC 13G/A Passive Investment SC 13G/A 1 tm234504d13sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Ross Acquisition Corp II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropr |
|
| January 27, 2023 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Shares of Ross Acquisition Corp II dated as of December 31, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the previsions of Rule 13d-1(k) unde |
|
| January 27, 2023 |
EXHIBIT 99.2 LIMITED POWER OF ATTORNEY Know all by these present, that I, David J. Snyderman, hereby make, constitute and appoint each of Michael Turro, Karl Wachter and Hayley Stein, or any of them acting individually, and with full power of substitution, as my true and lawful attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as Manager or |
|
| January 19, 2023 |
Ross Acquisition Corp II Conference Call Filed by Ross Acquisition Corp II pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Ross Acquisition Corp II (File No. |
|
| January 18, 2023 |
Filed by APRINOIA Therapeutics Holdings Limited Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Ross Acquisition Corp II Commission File No. |
|
| January 18, 2023 |
Exhibit 99.2 Bringing Precision to Neurodegeneration January 2023 ‘apri’, from the Latin word “apricum”, meaning sunlight ‘noia’ the Greek suffix for the mind Disclaimer About This Presentation By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations: this presentation has been prepared by representatives |
|
| January 18, 2023 |
Form of Shareholder Support Agreement. EX-10.3 5 brhc10046704ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 FORM OF SHAREHOLDER SUPPORT DEED This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of [*], 2023 by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), APRINOIA |
|
| January 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2023 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 95-1578557 (State or other jurisdiction of incorporation) (Co |
|
| January 18, 2023 |
Exhibit 10.7 January 17, 2023 APRINOIA Therapeutics Inc. APRINOIA Therapeutics Holdings Limited 245 Main Street, 3rd Floor, Cambridge, MA 02142 Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of January 17, 2023 (the “Business Combination Agreement”), by and among Ross Acquisition Corp II, an exempted company incorporated wi |
|
| January 18, 2023 |
Form of Investor Rights Agreement. Exhibit 10.4 FORM OF INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of [ ], by and among (i) APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (ii) Ross Holding Company |
|
| January 18, 2023 |
Exhibit 99.1 APRINOIA Therapeutics and ROSS Acquisition Corp II Announce Business Combination Agreement to Create Publicly Listed Company Focused on Neurodegenerative Diseases ROSS SPAC will issue $280 million of stock for APRINOIA Therapeutics Precision Neurology Company Focused on Developing a Pipeline of Highly Specific Central Nervous System (“CNS”) Diagnostics and Therapeutics, including CNS |
|
| January 18, 2023 |
Form of Assignment, Assumption and Amendment Agreement. EX-10.5 7 brhc10046704ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated [●], is made by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the l |
|
| January 18, 2023 |
Form of Shareholder Support Agreement. Exhibit 10.3 FORM OF SHAREHOLDER SUPPORT DEED This Shareholder Support Deed (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Deed”) is dated as of [*], 2023 by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“SPAC”), APRINOIA Therapeutics Inc., an exempted company incorp |
|
| January 18, 2023 |
Form of Investor Rights Agreement. Exhibit 10.4 FORM OF INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”) is entered into as of [ ], by and among (i) APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”), (ii) Ross Holding Company |
|
| January 18, 2023 |
Exhibit 99.1 APRINOIA Therapeutics and ROSS Acquisition Corp II Announce Business Combination Agreement to Create Publicly Listed Company Focused on Neurodegenerative Diseases ROSS SPAC will issue $280 million of stock for APRINOIA Therapeutics Precision Neurology Company Focused on Developing a Pipeline of Highly Specific Central Nervous System (“CNS”) Diagnostics and Therapeutics, including CNS |
|
| January 18, 2023 |
EX-2.1 2 brhc10046704ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 Dated January 17, 2023 Business Combination Agreement among Ross Acquisition Corp II as SPAC APRINOIA Therapeutics Inc. as Company APRINOIA Therapeutics Holdings Limited as PubCo APRINOIA Therapeutics Merger Sub 1, Inc. as Merger Sub 1 APRINOIA Therapeutics Merger Sub 2, Inc. as Merger Sub 2 and APRINOIA Therapeutics Merger Sub 3, Inc. as Merg |
|
| January 18, 2023 |
Form of Convertible Note Purchase Agreement. Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of 2022, by and among: (1) APRINOIA Therapeutics Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”); and (2) the Investor whose name is listed on the signature page. The foregoing parties are referred to herein indiv |
|
| January 18, 2023 |
Exhibit 10.6 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [ ● ], is made and entered into by and among APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the undersigned (the “Shareholder”). Capitalized terms used but not defined herein shall have the respective meani |
|
| January 18, 2023 |
Sponsor Support Agreement, dated January 17, 2023, by and among RAC, the Company, and Sponsor. Exhibit 10.2 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2023, is entered into by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “SPAC”), APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islan |
|
| January 18, 2023 |
Exhibit 2.1 Dated January 17, 2023 Business Combination Agreement among Ross Acquisition Corp II as SPAC APRINOIA Therapeutics Inc. as Company APRINOIA Therapeutics Holdings Limited as PubCo APRINOIA Therapeutics Merger Sub 1, Inc. as Merger Sub 1 APRINOIA Therapeutics Merger Sub 2, Inc. as Merger Sub 2 and APRINOIA Therapeutics Merger Sub 3, Inc. as Merger Sub 3 White & Case LLP 111 South Wacker |
|
| January 18, 2023 |
Exhibit 10.6 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”), dated as of [ ● ], is made and entered into by and among APRINOIA Therapeutics Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“PubCo”) and the undersigned (the “Shareholder”). Capitalized terms used but not defined herein shall have the respective meani |
|
| January 18, 2023 |
Sponsor Support Agreement, dated January 17, 2023, by and among RAC, the Company, and Sponsor. Exhibit 10.2 SPONSOR SUPPORT AGREEMENT THIS SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 17, 2023, is entered into by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “SPAC”), APRINOIA Therapeutics Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islan |
|
| January 18, 2023 |
Exhibit 99.2 Bringing Precision to Neurodegeneration January 2023 ‘apri’, from the Latin word “apricum”, meaning sunlight ‘noia’ the Greek suffix for the mind Disclaimer About This Presentation By attending the meeting where this presentation is made, or by reading the presentation materials, you agree to be bound by the following limitations: this presentation has been prepared by representatives |
|
| January 18, 2023 |
Form of Assignment, Assumption and Amendment Agreement. Exhibit 10.5 FORM OF ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT This Assignment, Assumption and Amendment Agreement (as may be amended, supplemented, modified or varied in accordance with the terms herein, this “Agreement”), dated [●], is made by and among Ross Acquisition Corp II, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), Apr |
|
| January 18, 2023 |
Exhibit 10.7 January 17, 2023 APRINOIA Therapeutics Inc. APRINOIA Therapeutics Holdings Limited 245 Main Street, 3rd Floor, Cambridge, MA 02142 Equity Commitment Letter Ladies and Gentlemen: Reference is made to that certain Business Combination Agreement, dated as of January 17, 2023 (the “Business Combination Agreement”), by and among Ross Acquisition Corp II, an exempted company incorporated wi |
|
| January 18, 2023 |
Form of Convertible Note Purchase Agreement. EX-10.1 3 brhc10046704ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of 2022, by and among: (1) APRINOIA Therapeutics Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”); and (2) the Investor whose name is listed on the signature page. The |
|
| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant |
|
| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as s |
|
| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-40201 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on F |
|
| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as |
|
| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40201 Ross Acquisitio |
|
| March 31, 2022 |
Description of the Company’s Securities EXHIBIT 4.5 DESCRIPTION OF SECURITIES As of December 31, 2021, Ross Acquisition Corp. II (?we,? ?us?, ?our? or the ?Company?) had the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (i) its Class A ordinary shares, $0.0001 par value per share (?Class A ordinary shares?), (ii) its warrants, exercisable for on |
|
| February 14, 2022 |
EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of Class B ordinary shares, $0. |
|
| February 14, 2022 |
ROSS / Ross Acquisition Corp II / Ross Holding Co LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.) Under the Securities Exchange Act of 1934 Ross Acquisition Corp II (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
|
| January 21, 2022 |
ROSS / Ross Acquisition Corp II / Magnetar Financial LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Ross Acquisition Corp II (Name of Issuer) Common Stock – Class A (Title of Class of Securities) G7641C106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
|
| January 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exac |
|
| January 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2021 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (State or other jurisdiction |
|
| January 3, 2022 |
CORRESP 1 filename1.htm January 3, 2022 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Real Estate & Construction Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Re: Ross Acquisition Corp II Form 8-K filed December 17, 2021 Filed No. 001-40201 Ladies and Gentlemen: Ross Acquisition Corp II, a Delaware corporation (the “Company”), respectfully submit |
|
| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 17, 2021 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (State or other jurisdiction of incorporation) (C |
|
| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant |
|
| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as s |
|
| May 28, 2021 |
Ross Acquisition Corp II Receives Expected NYSE Notice Regarding Delayed Form 10-Q Filing Exhibit 99.1 Ross Acquisition Corp II Receives Expected NYSE Notice Regarding Delayed Form 10-Q Filing PALM BEACH, FLORIDA ? May 27, 2021 - Ross Acquisition Corp II (NYSE: ROSS) (the ?Company?) today announced that it has regained compliance with Section 802.01E of the New York Stock Exchange (?NYSE?) Listed Company Manual (the ?Rule?) after filing its Quarterly Report on Form 10-Q for the quarter |
|
| May 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2021 ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (State or other jurisdiction of incorporation) (Commis |
|
| May 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Ross Acquisition Corp II (Exact name of registrant as |
|
| May 18, 2021 |
NT 10-Q 1 brhc10024833nt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repo |
|
| May 3, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2021 (May 3, 2021) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (State or other jurisdiction of incorpora |
|
| May 3, 2021 |
Exhibit 99.1 Ross Acquisition Corp II Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing May 3, 2021 FLORIDA ? May 3, 2021 - Ross Acquisition Corp II (the ?Company?), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more bu |
|
| March 23, 2021 |
Exhibit 99.1 ROSS ACQUISITION CORP II INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Ross Acquisition Corp. II Opinion on the Financial Statement We have audited the accompanying balance sheet of Ross |
|
| March 23, 2021 |
Financial Statements and Exhibits, Other Events 8-K 1 nt10019343x118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2021 (March 16, 2021) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (Stat |
|
| March 16, 2021 |
Exhibit 4.1 WARRANT AGREEMENT ROSS ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 16, 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated March 16, 2021, is by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warr |
|
| March 16, 2021 |
Exhibit 10.1 March 16, 2021 Ross Acquisition Corp II 1 Pelican Lane Palm Beach, Florida 33480 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), BofA Securit |
|
| March 16, 2021 |
Exhibit 10.2 March 16, 2021 Ross Acquisition Corp II 1 Pelican Lane Palm Beach, Florida 33480 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), BofA Securit |
|
| March 16, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 11, 2021, is entered into by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Ross Holding Company, LLC, a Cayman Islands l |
|
| March 16, 2021 |
Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (ADOPTED BY SPECIAL RESOLUTION DATED 1 MARCH 2021 AND EFFECTIVE ON 1 MARCH 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ROSS ACQUIS |
|
| March 16, 2021 |
Ross Acquisition Corp II Announces Pricing of $300 Million Initial Public Offering Exhibit 99.1 Ross Acquisition Corp II Announces Pricing of $300 Million Initial Public Offering FLORIDA - March 11, 2021 - Ross Acquisition Corp II (the ?Company?), a blank check company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, today announced the pricing |
|
| March 16, 2021 |
Exhibit 10.5 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 16, 2021, is made and entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), Ross Holding Company LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under |
|
| March 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 16, 2021 (March 11, 2021) ROSS ACQUISITION CORP II (Exact name of registrant as specified in its charter) Cayman Islands 001-40201 98-1578557 (State or other jurisdiction of inc |
|
| March 16, 2021 |
Exhibit 10.4 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 16, 2021 by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. |
|
| March 16, 2021 |
Exhibit 10.8 EXECUTION VERSION Ross Acquisition Corp II 1 Pelican Lane Palm Beach, FL 33480 January 21, 2021 Ross Holding Company LLC 1Pelican Lane Palm Beach, FL 33480 RE: Securities Subscription Agreement Gentlemen: This agreement (this ?Agreement?) is entered into on January 21, 2021 by and between Ross Holding Company LLC, a Cayman Islands limited liability company (the ?Subscriber? or ?you?), |
|
| March 16, 2021 |
Ross Acquisition Corp II (a Cayman Islands exempted company) 30,000,000 Units UNDERWRITING AGREEMENT Exhibit 1.1 Ross Acquisition Corp II (a Cayman Islands exempted company) 30,000,000 Units UNDERWRITING AGREEMENT March 11, 2021 BofA Securities, Inc. Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentl |
|
| March 16, 2021 |
Exhibit 10.3 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 16, 2021, by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate |
|
| March 16, 2021 |
Exhibit 10.7 ROSS ACQUISITION CORP II 1 Pelican Lane Palm Beach, Florida 33480 March 16, 2021 Ross Holding Company LLC 1 Pelican Lane Palm Beach, Florida 33480 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the secur |
|
| March 15, 2021 |
Ross Acquisition Corp II 30,000,000 Units TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(4) Registration No. 333-252633 Ross Acquisition Corp II $300,000,000 30,000,000 Units Ross Acquisition Corp II is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses o |
|
| March 10, 2021 |
8-A12B 1 nt10019343x88a12b.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ROSS ACQUISITION CORP II (Exact Name of Registrant as Specified in Its Charter) Cayman Islands 98-1578557 (State or other jurisdiction of Incorporation or Organizatio |
|
| March 9, 2021 |
Ross Acquisition Corp II 1 Pelican Lane Palm Beach, Florida 33480 CORRESP 1 filename1.htm Ross Acquisition Corp II 1 Pelican Lane Palm Beach, Florida 33480 March 9, 2021 VIA EMAIL & EDGAR Irene Barberena-Meissner U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F. Street, NE Washington, D.C. 20549 Re: Ross Acquisition Corp II (the “Company”) Registration Statement on Form S-1 (Registration No. 333-2526 |
|
| March 9, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 8, 2021. |
|
| March 9, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm March 9, 2021 VIA EDGAR Irene Barberena-Meissner Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Ross Acquisition Corp II Registration Statement on Form S-1 File No. 333-252633 Ms. Barberena-Meissner: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (t |
|
| March 8, 2021 |
CORRESP 1 filename1.htm Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (212) 310-8007 March 8, 2021 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Re: Ross Acquisition Corp II Amendment No. 1 to the Regist |
|
| March 2, 2021 |
Exhibit 10.4 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of [?], 2021, by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate prot |
|
| March 2, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on March 2, 2021. |
|
| March 2, 2021 |
INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of [?], 2021 by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File No. 333-2 |
|
| March 2, 2021 |
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 FAX: (212) 310-8007 March 2, 2021 VIA EDGAR TRANSMISSION Division of Corporation Finance Office of Energy & Transportation Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D. |
|
| March 2, 2021 |
Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES ROSS ACQUISITION CORP II INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.0001 EACH OF ROSS ACQUISITION CORP II (THE ?COMPANY?) subject to the C |
|
| March 2, 2021 |
ROSS ACQUISITION CORP II 1 Pelican Lane Palm Beach, Florida 33480 [●], 2021 Exhibit 10.5 ROSS ACQUISITION CORP II 1 Pelican Lane Palm Beach, Florida 33480 [?], 2021 Ross Holding Company LLC 1 Pelican Lane Palm Beach, Florida 33480 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offering (the ?IPO?) of the securities |
|
| March 2, 2021 |
Exhibit 10.8 March [?], 2021 Ross Acquisition Corp II 1 Pelican Lane Palm Beach, Florida 33480 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), BofA Securi |
|
| March 2, 2021 |
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT Exhibit 10.3 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of [?], 2021, is entered into by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Ross Holding Company, LLC, a Cayman Islands limite |
|
| March 2, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Ross Acquisition Corp II Incorporated Under the Laws of the Cayman Islands CUSIP [?] Warrant Certificate This Warrant Certificate certifies that [ ], or registered assigns, is the registered holder of [ ] warrant(s) (the |
|
| March 2, 2021 |
Exhibit 4.4 WARRANT AGREEMENT ROSS ACQUISITION CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [?], 2021 THIS WARRANT AGREEMENT (this ?Agreement?), dated [?], 2021, is by and between Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent? |
|
| March 2, 2021 |
Ross Acquisition Corp II (a Cayman Islands exempted company) 30,000,000 Units UNDERWRITING AGREEMENT Exhibit 1.1 Ross Acquisition Corp II (a Cayman Islands exempted company) 30,000,000 Units UNDERWRITING AGREEMENT [?], 2021 BofA Securities, Inc. Credit Suisse Securities (USA) LLC as Representatives of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 Ladies and Gentlemen: |
|
| March 2, 2021 |
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March [?], 2021, is made and entered into by and among Ross Acquisition Corp II, a Cayman Islands exempted company (the ?Company?), Ross Holding Company LLC, a Cayman Islands limited liability company (the ?Sponsor?), and the undersigned parties listed under |
|
| March 2, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR Ross Acquisition Corp II CERTAIN DEFINITIONS CUSIP [ ] UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) Class A ordinary share, par value $0.0001 per share (?Ordinary Shar |
|
| March 2, 2021 |
Exhibit 3.2 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ROSS ACQUISITION CORP II (ADOPTED BY SPECIAL RESOLUTION DATED [?] 2021 AND EFFECTIVE ON [?] 2021) THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ROSS ACQUISITION CO |
|
| February 2, 2021 |
Ross Acquisition Corp II 2 Pelican Lane Palm Beach, FL 33480 EX-10.7 4 nt10019343x1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXECUTION VERSION Ross Acquisition Corp II 2 Pelican Lane Palm Beach, FL 33480 January 21, 2021 Ross Holding Company LLC 2 Pelican Lane Palm Beach, FL 33480 RE: Securities Subscription Agreement Gentlemen: This agreement (this “Agreement”) is entered into on January 21, 2021 by and between Ross Holding Company LLC, a Cayman Islands limited |
|
| February 2, 2021 |
EX-3.1 2 nt10019343x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 EXEMPTED Company Registered and filed as No. 370447 On 19-Jan-2021 Assistant Registrar THE COMPANIES ACT (2021 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF Ross Acquisition Corp II Auth Code: D84823796410 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 370447 On 19-Jan-2021 |
|
| February 2, 2021 |
TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on February 1, 2021. |
|
| February 2, 2021 |
EX-10.6 3 nt10019343x1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 EXECUTION VERSION THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REAS |
