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 Form 10-Q
   
☐ Transition Report on Form N-SAR
   
   
For the Transition Period Ended:
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A.
 
PART I – REGISTRANT INFORMATION
 
Ross Acquisition Corp II
Full Name of Registrant
 
N/A
Former Name if Applicable
 
1 Pelican Lane
Address of Principal Executive Office (Street and Number)
 
Palm Beach, Florida 33480
City, State and Zip Code
 
PART II – RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
☒
 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III – NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
Ross Acquisition Corp II (the “Company”) is unable to file its Form 10-Q for the quarterly period ended March 31, 2022 within the prescribed time period without unreasonable effort or expense because additional time is needed to complete the review of its financial statements for the quarterly period ended March 31, 2022. The Company anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

PART IV – OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification

Stephen J. Toy
  
(561)
  
655-2615
(Name)
  
(Area Code)
  
(Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☐ No ☒

The Company’s Form 10-Q for the quarterly period ended March 31, 2021.
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐  No ☒
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
Ross Acquisition Corp II
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 17, 2022
By:
/s/ Stephen J. Toy
 
Name: Stephen J. Toy
 
Title: Chief Financial Officer