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

☐	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 August 16, 2021, 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, respectively.

ROSS ACQUISITION CORP II

Form 10-Q

For the period from January 19, 2021 (inception) through June 30, 2021

Table of Contents

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheet as of June 30, 2021 (Unaudited)	1
	Condensed Statements of Operations for the period from January 19, 2021 (inception) through June 30, 2021 (Unaudited)	2
	Condensed Statements of Changes in Shareholders’ Equity for the period from January 19, 2021 (inception) through June 30, 2021 (Unaudited)	3
	Condensed Statement of Cash Flows for the period from January 19, 2021 (inception) through June 30, 2021 (Unaudited)	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	21
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	24

Assets
Current assets:
Cash	$	1,808,305
Prepaid expenses		22,016
Total current assets		1,830,321
Investments held in Trust Account		345,007,898
Total Assets	$	346,838,219

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	797,870
Accrued expenses		186,115
Total current liabilities		983,985
Derivative warrant liabilities		16,736,000
Deferred underwriting commissions		12,075,000
Total liabilities		29,794,985

Commitments and Contingencies

Class A ordinary shares, $0.0001 par value; 31,204,323 shares subject to possible redemption at $10.00 per share		312,043,230

Shareholders’ Equity
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2021		-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 3,295,677 shares issued and outstanding (excluding 31,204,323 shares subject to possible redemption) as of June 30, 2021		330
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 8,625,000 shares issued and outstanding as of June 30, 2021		863
Additional paid-in capital		-
Retained earnings		4,998,811
Total shareholders’ equity		5,000,004
Total Liabilities and Shareholders’ Equity	$	346,838,219

	For the Three Months Ended June 30, 2021			For the Period from January 19, 2021 (Inception) through June 30, 2021
	(Unaudited)			(Unaudited)
General and administrative expenses	$	135,154		$	205,416
General and administrative expenses - related party		30,000			40,000
Loss from operations		(165,154	)		(245,416	)
Other income (expenses):
Change in fair value of derivative warrant liabilities		9,239,670			9,414,000
Offering costs associated with derivative warrant liabilities		-			(997,440	)
Income from interest in operating account		42			42
Income from investments held in Trust Account		5,170			7,897
Net income	$	9,079,728		$	8,179,083

Weighted average shares outstanding of Class A ordinary shares, basic and diluted		34,500,000			34,500,000
Basic and diluted net income per share, Class A ordinary share	$	0.00		$	0.00
Weighted average shares outstanding of Class B ordinary shares, basic and diluted		8,625,000			8,231,595
Basic and diluted net income per share, Class B ordinary share	$	1.05		$	0.99

	Ordinary Shares										Additional			Retained Earnings			Total
	Class A						Class B				Paid-in			(Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance - January 19, 2021 (inception)		-		$	-			-	$	-	$	-		$	-		$	-
Issuance of Class B ordinary shares to Sponsor		-			-			8,625,000		863		24,137			-			25,000
Sale of units in initial public offering, less fair value of derivative warrant liabilities		34,500,000			3,450			-		-		327,746,550			-			327,750,000
Offering costs		-			-			-		-		(18,910,850	)		-			(18,910,850	)
Class A ordinary shares subject to possible redemption		(30,296,350	)		(3,030	)		-		-		(302,960,470	)		-			(302,963,500	)
Net loss		-			-			-		-		-			(900,645	)		(900,645	)
Balance - March 31, 2021 (Unaudited)		4,203,650			420			8,625,000		863		5,899,367			(900,645	)		5,000,005
Class A ordinary shares subject to possible redemption		(907,973	)		(90	)		-		-		(5,899,367	)		(3,180,272)			(9,079,729	)
Net income		-			-			-		-		-			9,079,728			9,079,728
Balance - June 30, 2021 (Unaudited)		3,295,677		$	330			8,625,000	$	863	$	-		$	4,998,811		$	5,000,004

Cash Flows from Operating Activities:
Net income	$	8,179,083
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(9,414,000	)
Offering costs associated with derivative liabilities		997,440
Income from investments held in Trust Account		(7,897	)
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		(22,016	)
Accounts payable		723,584
Accrued expenses		(581,885	)
Net cash used in operating activities		(100,691	)

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		(6,901,114	)
Net cash provided by financing activities		346,908,996

Net change in cash		1,808,305

Cash - beginning of the period		-
Cash - end of the period	$	1,808,305

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
Initial value of Class A ordinary shares subject to possible redemption	$	328,971,630
Change in value of Class A ordinary shares subject to possible redemption	$	(20,108,673	)

	For the Three Months Ended June 30, 2021			For the Period fromJanuary 19, 2021 (inception) through June 30, 2021
Class A ordinary shares
Numerator: Income allocable to Class A ordinary shares
Income from investments held in Trust Account	$	5,170		$	7,897
Less: Company’s portion available to be withdrawn to pay taxes		-			-
Net income attributable to Class A ordinary shares	$	5,170		$	7,897
Denominator: Weighted average Class A ordinary shares
Basic and diluted weighted average shares outstanding, Class A ordinary shares		34,500,000			34,500,000
Basic and diluted net income per share, Class A ordinary shares	$	0.00		$	0.00

Class B ordinary shares
Numerator: Net income minus net income attributable to Class A ordinary shares
Net income	$	9,074,516		$	8,171,144
Net income attributable to Class A ordinary shares		(5,170	)		(7,897	)
Net income attributable to Class B ordinary shares	$	9,069,346		$	8,163,247
Denominator: Weighted average Class B ordinary shares
Basic and diluted weighted average shares outstanding, Class B ordinary shares		8,625,000			8,231,595
Basic and diluted net income per share, Class B ordinary shares	$	1.05		$	0.99

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	$	345,007,898	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public warrants	$	11,040,000	$	-	$	-
Derivative warrant liabilities - Private placement warrants	$	-	$	5,696,000	$	-

	March 16, 2021
Exercise price	$	11.50
Stock price	$	10.00
Volatility		24.0	%
Expected life (years)		5.25
Risk-free rate		0.07	%

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
Transfer of Public warrants to Level 1		(17,135,000	)
Transfer of Private Placement warrants to Level 2		(8,840,670	)
Derivative liabilities at June 30, 2021	$	-

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		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Dated: August 16, 2021	ROSS ACQUISITION CORP II

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

SEC Form 10-Q filed by Ross Acquisition Corp II