Initial Public Offering and Financing - The company completed its Initial Public Offering on March 16, 2021, raising 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[18]. - The company placed $345.0 million of net proceeds from the Initial Public Offering into a Trust Account, invested only in U.S. government securities or cash, until the completion of the Initial Business Combination[20]. - Each Private Placement Warrant was sold at $1.50, generating gross proceeds of $8.9 million, with each warrant exercisable for one Class A Ordinary Share at an initial exercise price of $11.50[19]. - APRINOIA has secured up to $35.0 million in aggregate debt financing through Convertible Notes to meet its working capital requirements, with a simple interest rate of 5% per annum[30]. - R Investments, an affiliate of the company, entered into a Convertible Note Purchase Agreement for $7.5 million, which is convertible under certain conditions related to the business combination[31]. - The company has approximately $333 million from the Initial Public Offering and the sale of Private Placement Warrants available for the Initial Business Combination and related expenses[195]. Business Combination Agreement - The company entered into a Business Combination Agreement with APRINOIA Therapeutics Inc. on January 17, 2023, which involves a series of mergers resulting in APRINOIA becoming a wholly-owned subsidiary of the company[22]. - The Business Combination Agreement stipulates that the company will convert each remaining issued and outstanding Founder Share into Class A Ordinary Shares on a one-for-one basis[23]. - The company’s business combination will involve the cancellation of APRINOIA's outstanding shares in exchange for newly issued PubCo Ordinary Shares based on the APRINOIA Exchange Ratio[26]. - The Proposed Business Combination aims for the post-combination company to indirectly own or acquire 100% of APRINOIA's equity interests or assets[55]. - If the Proposed Business Combination is not completed, the company may pursue an alternative Initial Business Combination, potentially acquiring less than 100% of the target business[55]. Trust Account and Redemption Rights - Approximately $287.7 million (approximately $10.23 per share) was redeemed from the Trust Account following shareholder approval on March 13, 2023[43]. - The remaining funds in the Trust Account were approximately $65.46 million as of March 31, 2023[44]. - The Initial Business Combination must involve target businesses with an aggregate fair market value of at least 80% of the net assets held in the Trust Account[54]. - The company will not redeem Public Shares if the Proposed Business Combination does not close, even if a Public Shareholder has elected to redeem[75]. - A Public Shareholder is restricted from redeeming more than 15% of the remaining shares sold in the Initial Public Offering without prior consent[85]. - The company will provide Public Shareholders with the opportunity to redeem their shares either through a shareholder meeting or a tender offer[78]. - If the Proposed Business Combination is not completed, Public Shareholders may receive approximately $10.00 per Public Share upon liquidation of the Trust Account[161]. Shareholder Approval and Voting - Approval of the Initial Merger requires a special resolution, needing at least two-thirds of the ordinary shares that attend and vote at the shareholder meeting[80]. - The Sponsor owns 57.5% of the outstanding ordinary shares and has agreed to vote in favor of the Proposed Business Combination[134]. - The company may not seek shareholder approval for the Initial Business Combination if it does not require it under applicable laws, potentially allowing completion without majority support[130]. - The company’s Sponsor controls 57.5% of the issued and outstanding ordinary shares, potentially influencing shareholder votes in ways that may not align with broader shareholder interests[209]. Risks and Challenges - The company faces intense competition from other entities seeking similar business combinations, which may limit its ability to acquire sizable target businesses[119]. - The lack of business diversification may expose the company to risks associated with depending on a single business post-combination[69]. - The management team of APRINOIA was closely scrutinized, but there is no assurance that they will have the necessary skills to manage a public company[70]. - The company may face challenges in completing an Initial Business Combination due to the ongoing impacts of COVID-19 on financial markets and potential target businesses[142]. - If too many Public Shareholders exercise their redemption rights, the company may not meet closing conditions for future business combinations[135]. Financial Condition and Indemnification - The company has incurred considerable costs in selecting and evaluating APRINOIA for the Proposed Business Combination[68]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could impact shareholder interests[173]. - The company has agreed to indemnify its officers and directors, but this may discourage shareholders from bringing lawsuits against them for breach of fiduciary duty[173]. - The Trust Account may be subject to claims from third parties, potentially reducing the per-share redemption amount below $10.00[169]. Compliance and Regulatory Issues - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until it meets specific revenue or market value thresholds[121]. - Compliance with the Sarbanes-Oxley Act may increase the time and costs associated with completing the Proposed Business Combination, particularly if the target business is not compliant[211]. - The company may face additional risks and complexities if pursuing a target company with operations outside the United States, impacting the ability to complete the Proposed Business Combination[212]. - The company may not be able to maintain control of APRINOIA or another target business post-transaction, affecting operational profitability[201]. Future Outlook - The company must complete the Proposed Business Combination or another Initial Business Combination by September 16, 2023, or it will cease operations and liquidate[145]. - The company expects to operate until at least September 16, 2023, relying on loans from its Sponsor or affiliates if necessary[163]. - If the Proposed Business Combination is not completed by September 16, 2023, Public Shareholders may only receive approximately $10.00 per Public Share upon liquidation[178]. - The company may not complete the Proposed Business Combination if the net proceeds from the Initial Public Offering and Private Placement Warrants are insufficient[164].
Ross Acquisition II(ROSS) - 2022 Q4 - Annual Report