UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number 001-40201
CUSIP Number G7641C106
G7641C122
G7641C114

(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, 2024
 
 
☐ Transition Report on Form 10-K
 
 
☐ Transition Report on Form 20-F
 
 
☐ Transition Report on Form 11-K
 
 
☐ Transition Report on Form 10-Q
   
 
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 reasons 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 “Registrant”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “2024 Q1 Form 10-Q”) within the prescribed time period because it requires additional time to finalize its financial statements to be included in such 2024 Q1 Form 10-Q.

The Registrant is continuing in its efforts to file the 2024 Q1 Form 10-Q as soon as reasonably practicable.

PART IV – OTHER INFORMATION

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


Wilbur L. Ross, Jr.
(917)
414-5318

(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 the answer is no, identify report(s). ☐ Yes ☒ No

As of the date of this Form 12b-25, the Company has not filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.


(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.

Forward-Looking Statements

Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words and phrases such as “will”, “may”, “should”, “future”, “promptly”, “expect”, “estimate”, “anticipate,” “intends”, “plans”, “subject to”, and “change” and other similar expressions that predict or indicate future events or trends or that are not statements of historical fact. Such statements may include, but are not limited to the Registrant’s statements regarding its anticipated results of operations for the quarter ended March 31, 2024. These statements are based on current expectations on the date hereof and involve a number of risks and uncertainties that may cause actual results to differ significantly. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, including without limitation the completion of the Registrant’s annual audit procedures, many of which are outside the Registrant’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. The Registrant does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise.

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 16, 2024
By:
/s/ Wilbur L. Ross, Jr.
 
Name:
Wilbur L. Ross, Jr.
 
Title:
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)