IPO and Capital Raising - The company completed its Initial Public Offering (IPO) 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[117]. - A private placement of 5,933,333 Private Placement Warrants was executed simultaneously, generating gross proceeds of $8.9 million at a price of $1.50 per warrant[118]. - The Company has broad discretion regarding the application of net proceeds from the Initial Public Offering, primarily intended for the Business Combination[143]. Business Combination - The company entered into a Business Combination Agreement with APRINOIA Therapeutics Inc. on January 17, 2023, involving a series of mergers that will result in APRINOIA becoming a wholly-owned subsidiary of the company[120]. - The total consideration for the business combination includes the conversion of 3,018,750 Founder Shares into Class A Ordinary Shares and the issuance of 28,000,000 PubCo Ordinary Shares based on the APRINOIA Exchange Ratio[122][125]. - The APRINOIA Exchange Ratio will determine the number of PubCo Ordinary Shares received by APRINOIA shareholders, calculated based on the total number of APRINOIA shares outstanding[125]. - The business combination is subject to customary conditions and representations, ensuring compliance with regulatory requirements[127]. - The Company has until September 16, 2023, to consummate the proposed Business Combination, with substantial doubt raised about its ability to continue as a going concern if not completed[149]. - The Sponsor agreed to support the Business Combination and vote in favor of it, with certain shares subject to forfeiture based on performance milestones[133]. Financial Performance - The Company had a net loss of approximately $1.4 million for the three months ended March 31, 2023, which included a non-operating loss of approximately $3.7 million from the change in fair value of derivative warrant liabilities[153]. - The Company incurred approximately $30,000 in administrative expenses for the three months ended March 31, 2023, under the Administrative Support Agreement[155]. - The Company has a working capital deficit of approximately $6.9 million as of March 31, 2023[146]. - The Company has not generated any operating revenues as of March 31, 2023, and will not do so until the completion of the Initial Business Combination[152]. Shareholder Activity - Shareholders holding 28,119,098 Public Shares redeemed their shares for approximately $287.7 million, resulting in a pro rata payment of about $10.23 per share[141]. - An aggregate of $12.1 million will be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions, contingent upon the completion of an Initial Business Combination[157]. Debt Financing - APRINOIA has secured up to $35 million in debt financing through Convertible Notes, which bear a simple interest rate of 5% per annum[128][129]. - The company received $12.5 million in exchange for Convertible Notes as part of the business combination[129]. - 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[130]. Accounting and Reporting - The Company recognizes derivative warrant liabilities at fair value, with the Public Warrants valued based on observable listed prices as of March 31, 2023, and December 31, 2022[160]. - As of the Initial Public Offering, 34,500,000 Class A ordinary shares are subject to possible redemption, presented at redemption value as temporary equity[161]. - The Company calculates net (loss) income per ordinary share by dividing net (loss) income by the weighted average shares of ordinary shares outstanding for the respective period[163]. - Diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2023, due to the anti-dilutive effect of warrants[165]. - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[167]. - As of March 31, 2023, the Company did not have any off-balance sheet arrangements[169]. - The Company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[170]. - The Company is evaluating the benefits of relying on reduced reporting requirements provided by the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[171].
Ross Acquisition II(ROSS) - 2023 Q1 - Quarterly Report