Financial Performance - For the three months ended June 30, 2023, the company had a net income of approximately $2.3 million, driven by a $1.6 million non-operating gain from the change in fair value of derivative warrant liabilities[145]. - The company had a net income of approximately $1.4 million for the six months ended June 30, 2023, with $4.4 million from investments held in the trust account[147]. - For the six months ended June 30, 2022, the company reported a net income of approximately $10.0 million, which included a non-operating gain of approximately $13.1 million from the change in fair value of derivative warrant liabilities[148]. Initial Public Offering and Business Combination - 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[130]. - On August 21, 2023, the company mutually agreed to terminate the Business Combination Agreement with APRINOIA Therapeutics Inc.[134]. - The company extended the deadline to complete an Initial Business Combination from September 16, 2023, to March 16, 2024, following shareholder approval[136]. - The company must complete an Initial Business Combination with a fair market value of at least 80% of the assets held in the Trust Account[138]. - If the company fails to complete an Initial Business Combination by March 16, 2024, it will cease operations and liquidate[139]. - 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[151]. Financial Position and Liabilities - As of June 30, 2023, the company reported a working capital deficit of approximately $7.5 million and only $10,000 in its operating bank account[140]. - As of June 30, 2023, the company had $660,000 outstanding under Working Capital Loans[141]. - Approximately $287.7 million was redeemed from the Trust Account by shareholders exercising their right to redeem shares as of March 9, 2023[135]. - As of June 30, 2023, the company had approximately $240,000 accrued for services related to the Administrative Support Agreement[149]. Accounting and Compliance - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[162]. - The company recognizes changes in the redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[157]. - The company has two classes of shares, Class A and Class B, with net (loss) income per ordinary share calculated by dividing net (loss) income by the weighted average shares outstanding[158]. - As of June 30, 2023, the company did not have any off-balance sheet arrangements[164]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[165]. Expenses - The company incurred expenses of $30,000 and $60,000 under the Administrative Support Agreement for the three and six months ended June 30, 2023, respectively, consistent with the previous year[149]. - The company received waivers of underwriter fees totaling $6,037,500 from two underwriters, with $5,579,875 recognized in the statement of changes in shareholders deficit and $457,625 recognized as a gain[152][153].
Ross Acquisition II(ROSS) - 2023 Q2 - Quarterly Report