IPO and Share Redemption - The Initial Public Offering (IPO) 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[148]. - A total of 28,119,098 Public Shares were redeemed at a price of approximately $10.23 per share, resulting in an aggregate redemption amount of approximately $287.7 million during the First Extension[156]. - The Second Extension allowed for an additional six-month period to complete an Initial Business Combination, with 1,339,804 Public Shares redeemed at approximately $10.74 per share, totaling about $14.4 million[157]. - The Third Extension resulted in the redemption of 2,372,565 Public Shares at approximately $11.02 per share, amounting to an aggregate of approximately $26.2 million[159]. - The Fourth Extension saw 2,512,919 Public Shares redeemed at approximately $11.50 per share, leading to an aggregate redemption amount of approximately $28.9 million[161]. - As of October 31, 2025, the outstanding share capital consisted of 4,455,614 Class A Ordinary Shares, with 155,614 being Public Shares[162]. Business Combination and Financial Position - The Company entered into a Merger Agreement with iRocket, which is developing a reusable launch vehicle aimed at reducing costs and increasing launch frequency[151][152]. - The NYSE notified the Company of its intent to delist its securities due to not completing an Initial Business Combination within three years of the IPO[168]. - The Company has broad discretion in applying the net proceeds from the IPO and Private Placement Warrants towards consummating the Proposed Business Combination[166]. - If the Company fails to complete the Proposed Business Combination by March 16, 2026, it will cease operations and redeem Public Shares at a price based on the Trust Account balance[167]. - As of September 30, 2025, the company had approximately $0 in its operating bank account and a working capital deficit of approximately $3.9 million[169]. - The company has until March 16, 2026, to consummate the Proposed Business Combination or another Initial Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed by this date[176]. Financial Performance - For the three months ended September 30, 2025, the company reported a net loss of approximately $6.5 million, consisting of approximately $1.1 million in general and administrative expenses and approximately $5.6 million in non-operating loss from the change in fair value of derivative warrant liabilities[178]. - For the nine months ended September 30, 2025, the company had a net loss of approximately $13 million, which included approximately $2.3 million in general and administrative expenses and approximately $11 million in non-operating loss from the change in fair value of derivative warrant liabilities[179]. - The company reported a net income of approximately $0.5 million for the three months ended September 30, 2024, primarily from investments held in the Trust Account and a gain on extinguishment of liabilities[180]. - The company had a net loss of approximately $0.6 million for the nine months ended September 30, 2024, which included approximately $1.9 million in general and administrative expenses[181]. Financing and Liabilities - The company issued a Convertible Note to the Sponsor, allowing it to borrow up to $1,500,000 for ongoing expenses related to the business and the consummation of an Initial Business Combination[172]. - The company had borrowed $0 under the Convertible Note as of September 30, 2025, indicating no current reliance on this financing[172]. - The company has a total of $12.1 million payable to underwriters for deferred underwriting commissions, contingent upon completing an Initial Business Combination[184]. - The company recognized $6,037,500 in waived underwriter fees, which has been recorded as a gain on the waiver[185]. Regulatory and Reporting Status - As of September 30, 2025, and December 31, 2025, the company had no off-balance sheet arrangements[196]. - The company is classified as an "emerging growth company" and may retain this status until December 31, 2026, unless the market value of Class A Ordinary Shares held by non-affiliates exceeds $700 million[197]. - The company has opted not to comply with new or revised financial accounting standards until private companies are required to do so, allowing for an extended transition period[198]. - The company is categorized as a smaller reporting company and is not required to provide certain market risk disclosures[199].
Ross Acquisition II(ROSS) - 2025 Q3 - Quarterly Report