Financial Performance - For the year ended December 31, 2024, the Company reported a net income of approximately $4.2 million, which included approximately $3.6 million of debt forgiveness and $1.2 million of income from investments held in the Trust Account[371]. - For the three months ended June 30, 2025, the Company incurred a net loss of approximately $6.4 million, primarily due to $5.3 million in non-operating losses from changes in fair value of derivative warrant liabilities[374]. - The Company had a net income of approximately $4.5 million for the year ended December 31, 2023, driven by $5.6 million of income from investments held in the Trust Account[372]. Share Redemptions - A total of 28,119,098 Public Shares were redeemed for approximately $287.7 million at a redemption price of about $10.23 per share during the First Extension[350]. - The Second Extension resulted in the redemption of 1,339,804 Public Shares for an aggregate amount of approximately $14.4 million at a redemption price of about $10.74 per share[351]. - During the Third Extension, 2,372,565 Public Shares were redeemed for approximately $26.2 million at a redemption price of about $11.02 per share[352]. - The Fourth Extension saw the redemption of 2,512,919 Public Shares for approximately $28.9 million at a redemption price of about $11.50 per share[354]. Initial Public Offering - The Initial Public Offering generated gross proceeds of $345.0 million from the sale of 34,500,000 Units at $10.00 per Unit, with offering costs of approximately $19.9 million[344]. - As of the Initial Public Offering, 34,500,000 Class A Ordinary Shares subject to possible redemption were presented at redemption value as temporary equity[387]. Business Combination and Extensions - The Company must complete an Initial Business Combination by March 16, 2026, or face liquidation and redemption of Public Shares[360]. - The Company has until March 16, 2026, to consummate the Proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[369]. - The Company entered into a Merger Agreement with Innovative Rocket Technologies Inc. on July 22, 2025, which will result in iRocket becoming an indirect wholly-owned subsidiary of Holdco[347]. Financial Position and Liabilities - As of June 30, 2025, the Company had approximately $0 in its operating bank account and a working capital deficit of approximately $2.9 million[362]. - The Company issued a Convertible Note to the Sponsor allowing borrowing of up to $1.5 million for ongoing expenses related to the business and Initial Business Combination[365]. - The Company had borrowings of $450,000 under the Extension Note as of December 31, 2024, which were later forgiven[364]. Trust Account and Deposits - The Company has made monthly deposits of $165,000 and $75,000 into the Trust Account for extensions, totaling $990,000 and $450,000 respectively[350][351]. - The Company made monthly deposits of approximately $80,055.99 to the Trust Account between March 16, 2024, and September 26, 2024, totaling approximately $480,335.94[367]. Regulatory and Compliance - The Company received notice from the NYSE on March 18, 2024, regarding the suspension of its securities listing due to failure to complete an Initial Business Combination within three years of its IPO[361]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain exemptions from reporting requirements[398]. Accounting and Reporting Standards - The company adopted ASU 2023-07 for the annual period ending December 31, 2024, which improves reportable segment disclosure requirements[393]. - The company adopted ASU 2022-03 on December 31, 2023, which clarifies that a contractual sales restriction is not considered in measuring an equity security at fair value[394]. - The company adopted ASU 2016-13 on January 1, 2023, which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected[395]. Administrative and Other Expenses - The Company agreed to pay the Sponsor $10,000 per month for administrative support services starting from the date its securities were listed on the NYSE[380]. - The company received a waiver of underwriter fees amounting to $6,037,500, with $5,579,875 presented in the consolidated statement of changes in shareholders deficit and $457,625 recognized as a gain on the waiver[383]. Shareholder Equity and Warrants - The company recognizes Public Warrants and Private Placement Warrants as derivative liabilities at fair value, with the fair value of Public Warrants as of December 31, 2023, and 2022 based on observable listed prices[386]. - The company calculates net income per ordinary share by dividing net income by the weighted average shares of ordinary shares outstanding for the respective period[389]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the years ended December 31, 2024, 2023, and 2022, as the exercise of Warrants is contingent upon future events[391]. Off-Balance Sheet Arrangements - As of June 30, 2025, the company did not have any off-balance sheet arrangements[397].
Ross Acquisition II(ROSS) - 2024 Q4 - Annual Report