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

☐	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 specified in its charter)

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)

(561) 655-2615

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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
Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50 per share	ROSS WS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 17, 2022, 34,500,000 Class A ordinary shares, par value $0.0001 per share, and 8,625,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

ROSS ACQUISITION CORP II

Form 10-Q

For The Three Months Ended March 31, 2022

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and for the period from January 19, 2021 (inception) through March 31, 2021	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2022 and for the period from January 19, 2021 (inception) through March 31, 2021	3
	Unaudited Condensed Statement of Cash Flows for the three months ended March 31, 2022 and for the period from January 19, 2021 (inception) through March 31, 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	24
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
	Signature	26

	March 31, 2022			December 31, 2021
	(Unaudited)
Assets:
Current assets:
Cash	$	403,583		$	1,133,702
Prepaid expenses		79,100			17,017
Total current assets		482,683			1,150,719
Investments held in Trust Account		345,194,152			345,071,635
Total Assets	$	345,676,835		$	346,222,354

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit:
Current liabilities:
Accounts payable	$	830,077		$	1,195,095
Accrued expenses		156,336			43,568
Total current liabilities		986,413			1,238,663
Derivative warrant liabilities		7,147,670			15,864,330
Deferred underwriting commissions		12,075,000			12,075,000
Total liabilities		20,209,083			29,177,993

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 34,500,000 shares at redemption value of $10.003 and $10.000 per share as of March 31, 2022 and December 31, 2021, respectively		345,094,152			345,000,000

Shareholders' Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2022 and December 31, 2021		-			-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued and outstanding as of March 31, 2022 and December 31, 2021		-			-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		863			863
Additional paid-in capital		-			-
Accumulated deficit		(19,627,263	)		(27,956,502	)
Total shareholders' deficit		(19,626,400	)		(27,955,639	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit	$	345,676,835		$	346,222,354

	For The Three Months Ended March 31, 2022			For The Period From January 19, 2021 (inception) Through March 31, 2021
General and administrative expenses	$	385,811		$	70,262
General and administrative expenses - related party		30,000			10,000
Loss from operations		(415,811	)		(80,262	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		8,716,660			174,330
Offering costs associated with derivative warrant liabilities		-			(997,440	)
Income from interest in operating account		26			-
Income from investments held in Trust Account		122,516			2,727
Net income (loss)		8,423,391			(900,645	)

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		34,500,000			8,000,000
Basic and diluted net income (loss) per share, Class A ordinary share	$	0.19		$	(0.06	)
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		8,625,000			7,760,870
Basic and diluted net income (loss) per share, Class B ordinary share	$	0.19		$	(0.06	)

	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
Deemed dividend - increase in redemption value of Class A ordinary shares subject to 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, 2022			For The Period From January 19, 2021 (inception) Through March 31, 2021
Cash Flows from Operating Activities:
Net income (loss)	$	8,423,391		$	(900,645	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Change in fair value of derivative warrant liabilities		(8,716,660	)		(174,330	)
Offering costs associated with derivative liabilities		-			997,440
Income from investments held in Trust Account		(122,516	)		(2,727	)
General and administrative expenses paid by related party in exchange for issuance of Class B ordinary shares		-			25,000
Changes in operating assets and liabilities:
Prepaid expenses		(62,083	)		(24,517	)
Accounts payable		(365,019	)		63,361
Accrued expenses		112,768			17,533
Net cash (used in) provided by operating activities		(730,119	)		1,115

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(345,000,000	)
Net cash used in investing activities		-			(345,000,000	)

Cash Flows from Financing Activities:
Repayment of promissory note to related party		-			(89,890	)
Proceeds received from initial public offering, gross		-			345,000,000
Proceeds received from private placement		-			8,900,000
Offering costs paid		-			(6,901,115	)
Net cash provided by financing activities		-			346,908,995

Net change in cash		(730,119	)		1,910,110

Cash - beginning of the period		1,133,702			-
Cash - end of the period	$	403,583		$	1,910,110

Supplemental disclosure of noncash financing activities:
Offering costs included in accounts payable	$	-		$	74,285
Offering costs included in accrued expenses	$	-		$	768,000
Offering costs paid by related party under promissory note	$	-		$	89,890
Deferred underwriting commissions	$	-		$	12,075,000
Remeasurement on Class A ordinary shares subject to possible redemption	$	(94,152	)	$	(36,160,849	)

	For The Three Months Ended March 31, 2022			For The Period From January 19, 2021 (inception) Through March 31, 2021
Net income	$	8,423,391		$	(900,645	)
Deemed dividend - increase in redemption value of Class A ordinary shares subject to redemption		(94,152	)		-
Net income available to shareholders	$	8,329,239		$	(900,645	)

	For The Three Months Ended March 31, 2022				For The Period From January 19, 2021 (inception) Through March 31, 2021
	Class A		Class B		Class A			Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	6,663,391	$	1,665,848	$	(457,155	)	$	(443,490	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		34,500,000		8,625,000		8,000,000			7,760,870
Basic and diluted net income (loss) per ordinary share	$	0.19	$	0.19	$	(0.06	)	$	(0.06	)

Gross proceeds from Initial Public Offering	$	345,000,000
Less:
Fair value of Public Warrants at issuance		(17,250,000	)
Offering costs allocated to Class A ordinary shares subject to possible redemption		(18,910,850	)
Plus:
Accretion on Class A ordinary shares subject to possible redemption amount		36,160,850
Class A ordinary shares subject to possible redemption as of December 31, 2021	$	345,000,000

Class A ordinary shares subject to possible redemption as of December 31, 2021	$	345,000,000
Remeasurement on Class A ordinary shares subject to possible redemption amount		94,152
Class A ordinary shares subject to possible redemption as of March 31, 2022	$	345,094,152

	March 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	$	345,194,152	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public warrants	$	5,399,330	$	-	$	-
Derivative warrant liabilities - Private placement warrants	$	-	$	15,864,330	$	-

Derivative liabilities at January 19, 2021 (inception)	$	-
Issuance of derivative liabilities		26,150,000
Change in fair value of derivative liabilities		(174,330	)
Derivative liabilities at March 31, 2021		25,975,670

Exhibit Number		Description
31.1		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

Dated: May 17, 2022	ROSS ACQUISITION CORP II

	By:	/s/ Wilbur L. Ross, Jr.
	Name:	Wilbur L. Ross, Jr.
	Title:	Chief Executive Officer

Dated: May 17, 2022	By:	/s/ Stephen J. Toy
	Name:	Stephen J. Toy.
	Title:	Chief Financial Officer