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

☐	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 November 17, 2023, 5,041,098 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 Quarterly Period Ended September 30, 2023

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements	1
	Condensed Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and December 31, 2022	1
	Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three and nine months ended September 30, 2023 and 2022	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signature	37

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements

ROSS ACQUISITION CORP II

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	(Unaudited)
Assets:
Current assets:
Cash	$	10,419		$	31,704
Prepaid expenses		5,000			40,000
Total current assets		15,419			71,704
Cash held in Trust Account		54,327,619			350,332,362
Total Assets	$	54,343,038		$	350,404,066

Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	2,113,513		$	1,814,213
Accrued expenses		5,089,246			3,732,635
Due to related party		304,643			—
Note Payable - related party		75,000			—
Total current liabilities		7,582,393			5,546,848
Derivative warrant liabilities		1,917,670			871,670
Deferred underwriting commissions		6,037,500			12,075,000
Total liabilities		15,537,563			18,493,518

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, $0.0001 par value; 5,041,098 and 34,500,000 shares at redemption value of approximately $10.76 and $10.15 per share as of September 30, 2023 and December 31, 2022, respectively		54,227,619			350,232,362

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of September 30, 2023 and December 31, 2022		—			—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding as of September 30, 2023 and December 31, 2022		—			—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022		863			863
Additional paid-in capital		—			—
Accumulated deficit		(15,423,007	)		(18,322,677	)
Total shareholders’ deficit		(15,422,144	)		(18,321,814	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	54,343,038		$	350,404,066

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

ROSS ACQUISITION CORP II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
General and administrative expenses	$	606,498		$	(26,203	)	$	1,926,837		$	3,588,977
General and administrative expenses - related party		30,000			30,000			90,000			90,000
Loss from operations		(636,498	)		(3,797	)		(2,016,837	)		(3,678,977	)
Other income, net:
Change in fair value of derivative warrant liabilities		1,046,000			1,394,660			(1,046,000	)		14,469,660
Income from interest in operating account		1			5			7			37
Gain on waived deferred underwriter commission		—			—			457,625			—
Gain from extinguishment of Note payable		990,000			—			990,000			—
Income from investments held in Trust Account		663,149			1,949,467			5,082,769			2,587,135
Net income	$	2,062,652		$	3,340,335		$	3,467,564		$	13,377,855

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		6,162,456			34,500,000			13,723,312			34,500,000
Basic and diluted net income per share, Class A ordinary share	$	0.14		$	0.08		$	0.16		$	0.31

Weighted average shares outstanding of Class B ordinary shares, basic and diluted		8,625,000			8,625,000			8,625,000			8,625,000
Basic and diluted net income per share, Class B ordinary share	$	0.14		$	0.08		$	0.16		$	0.31

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

ROSS ACQUISITION CORP II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - December 31, 2022		—	$	—		8,625,000	$	863	$	—	$	(18,322,677	)	$	(18,321,814	)
Net loss (as restated)		—		—		—		—		—		(904,911	)		(904,911	)
Increase in redemption value of Class A ordinary shares subject to possible redemption (restated)		—		—		—		—		—		1,812,770			1,812,770
Balance - March 31, 2023 as restated (Unaudited)		—		—		8,625,000		863		—		(17,414,818	)		(17,413,955	)
Net income		—		—		—		—		—		2,309,823			2,309,823
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,312,516	)		(1,312,516	)
Balance - June 30, 2023 (Unaudited)		—		—		8,625,000		863		—		(16,417,511	)		(16,416,648	)
Net income		—		—		—		—		—		2,062,652			2,062,652
Increase in redemption value of Class A ordinary shares subject to possible redemption		—		—		—		—		—		(1,068,148	)		(1,068,148	)
Balance - September 30, 2023 (Unaudited)		—	$	—		8,625,000	$	863	$	—	$	(15,423,007	)	$	(15,422,144	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

	Ordinary Shares								Additional Paid-in Capital		Accumulated Deficit			Total Shareholders’ Deficit
	Class A				Class B
	Shares		Amount		Shares		Amount
Balance - December 31, 2021		-	$	-		8,625,000	$	863	$	-	$	(27,956,502	)	$	(27,955,639	)
Net income		-		-		-		-		-		8,423,391			8,423,391
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(94,152	)		(94,152	)
Balance - March 31, 2022 (Unaudited)		-		-		8,625,000		863		-		(19,627,263	)		(19,626,400	)
Net income		-		-		-		-		-		1,614,129			1,614,129
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(515,152	)		(515,152	)
Balance - June 30, 2022 (Unaudited)		-		-		8,625,000		863		-		(18,528,286	)		(18,527,423	)
Net income		-		-		-		-		-		3,340,335			3,340,335
Increase in redemption value of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(1,949,467	)		(1,949,467	)
Balance - September 30, 2022 (Unaudited)		-	$	-		8,625,000	$	863	$	-	$	(17,137,418	)	$	(17,136,555	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

ROSS ACQUISITION CORP II

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	3,467,564		$	13,377,855
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		1,046,000			(14,469,660	)
Income from cash and investments held in Trust Account		(5,082,769	)		(2,587,135	)
Gain on waiver of deferred underwriter commission		(457,625	)		—
Gain from extinguishment of Note payable		(990,000	)		—
Changes in operating assets and liabilities:
Prepaid expenses		35,000			(4,233	)
Accounts payable		542,905			630,587
Accrued expenses		1,356,611

SEC Form 10-Q filed by Ross Acquisition Corp II