IPO and Business Combination - 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[129]. - The company extended the deadline for completing an Initial Business Combination from September 16, 2023, to March 16, 2024, with a total of $165,000 deposited into the Trust Account for each month of extension[135]. - The Business Combination Agreement with APRINOIA Therapeutics was terminated on August 21, 2023, releasing all parties from claims related to the agreement[133]. - The company must complete one or more Initial Business Combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[141]. - The company has until March 16, 2024, to consummate an Initial Business Combination, after which it may face mandatory liquidation if unsuccessful[146]. - 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[155]. Shareholder Redemptions - Approximately $287.7 million was redeemed from the Trust Account by shareholders on March 9, 2023, resulting in a redemption price of approximately $10.23 per share[134]. - On September 15, 2023, shareholders redeemed 1,339,804 Class A ordinary shares for an aggregate amount of approximately $14.4 million at a redemption price of approximately $10.74 per share[135]. - The company has 13,666,098 ordinary shares outstanding following the recent redemptions, including 5,041,098 Class A Ordinary Shares and 8,625,000 Founder Shares[135]. Financial Position and Performance - As of September 30, 2023, the company had approximately $10,000 in its operating bank account and a working capital deficit of approximately $7.6 million[144]. - For the three months ended September 30, 2023, the company reported a net income of approximately $2.1 million, which included a $1 million non-operating gain from the change in fair value of derivative warrant liabilities[149]. - For the nine months ended September 30, 2023, the company had a net income of approximately $3.5 million, driven by $5 million of income from investments held in the Trust Account[151]. - The company incurred expenses of $30,000 and $90,000 under the Administrative Support Agreement for the three and nine months ended September 30, 2023, respectively[153]. - As of September 30, 2023, the company had accrued approximately $270,000 for services under the Administrative Support Agreement[153]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if an Initial Business Combination is not consummated by the deadline[146]. Debt and Financing - The company issued an Extension Note to the Sponsor for up to $450,000 to cover extension payments needed until March 16, 2024[137]. - A Convertible Note was issued to the Sponsor allowing the company to borrow up to $1,500,000 for ongoing expenses related to the business and potential Business Combination[139]. - As of September 30, 2023, the company had borrowings of $75,000 for extension payments documented by the Extension Note[138]. Regulatory and Reporting Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO[170]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404[170]. - The company is exempt from certain executive compensation disclosures required of non-emerging growth public companies under the Dodd-Frank Act[170]. - The company does not have any off-balance sheet arrangements as of September 30, 2023[168]. Other Financial Gains - The company recognized a gain of $457,625 from the waiver of underwriter fees by one of the underwriters[156].
Ross Acquisition II(ROSS) - 2023 Q3 - Quarterly Report