Financial Performance - The company had a net income of approximately $1.6 million for the three months ended June 30, 2022, consisting of a $4.4 million non-operating gain from the change in fair value of derivative warrant liabilities[131] - For the six months ended June 30, 2022, the company reported a net income of approximately $10.0 million, which included a $13.1 million non-operating gain from the change in fair value of derivative warrant liabilities[133] - The company had a net income of approximately $9.1 million for the three months ended June 30, 2021, primarily from a $9.2 million non-operating gain from the change in fair value of derivative warrant liabilities[132] - The diluted net income (loss) per share for the three and six months ended June 30, 2022, is the same as the basic net income (loss) per share due to the anti-dilutive effect of warrants[145] Financial Position - As of June 30, 2022, the company had approximately $70,000 in its operating bank account and a working capital deficit of approximately $3.8 million[124] - The company raised gross proceeds of $345.0 million from its Initial Public Offering, incurring offering costs of approximately $19.9 million[118] - The company placed $345.0 million of net proceeds from the Initial Public Offering in a trust account, invested only in U.S. government securities or money market funds[120] Business Combinations - The company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the trust account by March 16, 2023, or face mandatory liquidation[121] - The company has until March 16, 2023, to consummate the proposed Business Combination, raising substantial doubt about its ability to continue as a going concern if not completed[127] Internal Controls and Compliance - A material weakness in internal control over financial reporting was identified in fiscal year 2021 but has been remediated as of June 30, 2022[155] - The company has enhanced its internal control processes to better evaluate and apply complex accounting standards[155] - There were no changes in internal control over financial reporting that materially affected the company during the fiscal quarter ended June 30, 2022[154] - The company conducted an evaluation of its disclosure controls and procedures, concluding they were effective as of June 30, 2022[152] - The company has no off-balance sheet arrangements as of June 30, 2022, and December 31, 2021[148] Accounting Standards - The company is evaluating the impact of the recently issued ASU 2022-03 on its condensed financial statements, effective for fiscal years beginning after December 15, 2023[146] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[149] - The management believes that no recently issued accounting standards updates would have a material effect on the financial statements if adopted[147] Legal Matters - There are no legal proceedings against the company as of the reporting date[156] Administrative Expenses - The company incurred $30,000 in administrative support expenses for both the three months ended June 30, 2022, and 2021[135]
Ross Acquisition II(ROSS) - 2022 Q2 - Quarterly Report