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)
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Cayman Islands
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001-40201
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95-1578557
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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1 Pelican Lane
Palm Beach, Florida
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33480
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (561) 655-2615
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each
exchange on
which registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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New York Stock Exchange
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Class A ordinary shares, $0.0001 par value per share
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ROSS
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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
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ROSS.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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Item 1.02
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Termination of a Material Definitive Agreement.
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As previously reported, on January 17, 2023, Ross Acquisition Corp II (“RAC”) entered into a Business Combination Agreement (the “Business
Combination Agreement”) with APRINOIA Therapeutics Inc. (“APRINOIA”), APRINOIA Therapeutics Holdings Limited (“PubCo”), APRINOIA Therapeutics Merger Sub 1, Inc (“Merger Sub 1”),
APRINOIA Therapeutics Merger Sub 2, Inc.(“Merger Sub 2”) and APRINOIA Therapeutics Merger Sub 3, Inc. (“Merger Sub 3”, and, together with Merger Sub 1 and Merger Sub 2, the “Merger Subs”). The terms of the Business Combination Agreement were more
fully described in SPAC’s Current Report on Form 8-K filed with Securities and Exchange Commission on January 18, 2023.
The Business Combination Agreement had contemplated that RAC, APRINOIA, PubCo and the Merger Subs would engage in a series of
transactions pursuant to which, among other transactions, RAC would merge with and into Merger Sub 1, with Merger Sub 1 continuing as the surviving entity and a direct wholly-owned subsidiary of PubCo and APRINOIA and Merger Sub 2 would merge with
and into Merger Sub 3, with Merger Sub 3 continuing as the surviving entity and a direct wholly-owned subsidiary of Merger Sub 1 and an indirect wholly-owned subsidiary of PubCo.
Effective as of August 21, 2023 and in accordance with Section 11.01(a) of the Business Combination Agreement, RAC, APRINOIA, PubCo and the Merger Subs mutually agreed to terminate the Business Combination
Agreement and, consequently, the other Transaction Documents (as defined in the Business Combination Agreement) pursuant to the terms of a termination agreement entered into by and between each of the parties to the Business Combination
Agreement (the “Termination Agreement”). Further, under the Termination Agreement, each of RAC, Merger Sub 2 and Merger Sub 3 released APRINOIA, PubCo and Merger Sub 1, and each of their representatives, affiliates, agents and assigns,
and each of APRINOIA, PubCo and Merger Sub 1 released RAC, Merger Sub 2 and Merger Sub 3, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages, except for certain
provisions that survive the termination pursuant to the terms of the Business Combination Agreement, or for breaches of the Termination Agreement.
The foregoing description of the Termination Agreement is not
complete and is qualified by reference to the full text of such agreement which is attached as Exhibit 10.1 hereto and incorporated by reference into this Item 1.02 in its entirety.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit No.
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Description of Exhibits
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Termination Agreement dated August 21, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ROSS ACQUISITION CORP II
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Dated: August 21, 2023
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By:
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/s/ Wilbur L. Ross, Jr.
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Name:
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Wilbur L. Ross, Jr.
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Title:
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President and Chief Executive Officer
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