Current Report Filing (8-k)
March 13 2023 - 5:16PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or
15(d) of the
Securities Exchange Act of 1934
Date of
Report (
Date of earliest event reported):
March 13, 2023
(Exact
Name of Registrant as Specified in its
Charter)
Cayman Islands
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001-40201
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95-1578557
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1 Pelican Lane
Palm Beach, Florida 33480
(Address of principal executive offices) (
Zip Code)
Registrant’s telephone number, including area code: (561) 655-2615
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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ROSS.U
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New York Stock Exchange
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Class A ordinary shares, $0.0001 per share
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ROSS
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New York Stock Exchange
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Redeemable warrants included as part of the units, each whole warrant exercisable for one share of Class A ordinary share at an exercise price of $11.50 per share
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ROSS.WS
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On March 13, 2023, Ross Acquisition Corp II (the “Company”) held an extraordinary general meeting of shareholders (the “Extension Meeting”) to approve
(i) a proposal to amend the Company’s amended and restated memorandum and articles of association (the “Extension Amendment Proposal”) to extend the date by which the Company has to consummate an initial business combination from March 16, 2023 to
September 23, 2023 and (ii) a proposal to allow the adjournment of the Extension Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in
connection with, the approval of the Extension Amendment Proposal (the “Adjournment Proposal”), each as more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on February 6, 2023. As there were
sufficient votes to approve the Extension Amendment Proposal, the Adjournment Proposal was not presented to shareholders.
Holders of 28,852,264 ordinary shares of the Company held of record as of
February 6, 2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 66.92% of the voting power of the Company’s ordinary shares as of the record date for the Extension Meeting, and constituting
a quorum for the transaction of business.
The voting results for the Extension Amendment Proposal were as follows:
The Extension Amendment Proposal
For
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Against
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Abstain
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28,852,264
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8,170
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0
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Accordingly, the Extension Amendment Proposal was approved.
In connection with the vote to approve the Extension Amendment Proposal, the holders of 28,119,098 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.24 per share, for an aggregate redemption amount of approximately $287.9
million
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit
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Description
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Amendment to Amended and Restated Memorandum and Articles of Association
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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ROSS ACQUISITION CORP II
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Date: March 13, 2023
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By:
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/s/ Wilbur L. Ross, Jr.
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Name:
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Wilbur L. Ross, Jr.
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Title:
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President and Chief Executive Officer
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Ross Acquisition Corp II (NYSE:ROSS)
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