Ross Acquisition Corp II Announces Suspension and Expected De-Listing from the New York Stock Exchange and Intention to Seek Listing on the Nasdaq Stock Market
18 Mars 2024 - 11:15AM
Ross Acquisition Corp II (NYSE:ROSS) (the “Company” or “we”), a
special purpose acquisition company, announced today that the New
York Stock Exchange (the “NYSE”) notified the Company that it plans
to suspend trading of the Company’s Class A ordinary shares, public
warrants and public units before market open today and commence
delisting proceedings with respect to such securities. The NYSE
determined to take these actions because Sections 102.06e and
802.01B of the NYSE’s Listed Company Manual do not permit a special
purpose acquisition company, such as the Company, to remain listed
for more than three years after the company’s initial public
offering without completing an initial business combination. The
Company did not complete an initial business combination before
March 16, 2024, which was the three-year anniversary of its initial
public offering. The Company has a right to a review of this
determination by a Committee of the Board of Directors of the
Exchange. The NYSE will apply to the Securities and Exchange
Commission to delist the securities upon completion of all
applicable procedures, including any appeal by the Company of the
NYSE Regulation staff’s decision. At this time, the Company does
not intend to appeal the NYSE Regulation staff’s decision.
The Company is currently applying to list its securities to the
Nasdaq Stock Market (“Nasdaq”). As of the date of this press
release, the Company has not received approval from Nasdaq for such
listing, and there can be no assurance that the Company will obtain
such approval in time or at all. Moreover, even if the Company
obtains such approval and re-lists its securities on Nasdaq, there
can be no assurance that it will be able to maintain such listing.
In particular, like the NYSE, Nasdaq requires that special purpose
acquisition companies, such as the Company, complete an initial
business combination no later than 36 months after its initial
public offering. However, the Company expects that Nasdaq would
allow it to appeal a delisting and be granted additional time to
complete an initial business combination after 36 months. However,
it may not be successful in such an appeal. If it is not successful
in such an appeal its securities will be delisted from Nasdaq.
The Company’s securities may be quoted on an over-the-counter
market during the period following the suspension of trading and
prior to formal delisting. If the Company is not able to re-list
its securities on Nasdaq prior to the formal delisting from the
NYSE, the Company expects that its securities would be quoted on an
over-the-counter market. If this were to occur, the Company and its
shareholders would face significant material adverse consequences,
including but not limited to: a limited availability of market
quotations for its securities; reduced liquidity for its
securities; and a determination that its securities are “penny
stock” which will require brokers trading in its securities to
adhere to more stringent rules and possibly result in a reduced
level of trading activity in the secondary trading market for its
securities. In addition, if the Company’s securities cease to be
listed on the NYSE, and instead are quoted on an over-the-counter
market for any period of time, it may be more difficult for the
Company to re-list its securities on Nasdaq as planned.
As previously announced, following the implementation of an
extension amendment on March 15, 2024, the Company has until
September 16, 2024 to complete an initial business combination. If
the Company does not complete an initial business combination by
such date, it will, as promptly as reasonably possible, but not
more than ten business days thereafter redeem the public shares at
a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to
the Company to pay its tax obligations, if any (less taxes payable
and up to $100,000 of interest to pay dissolution expenses) divided
by the number of the then-outstanding public shares, which
redemption will completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidating
distributions, if any).
As of March 14, 2024, the pro rata portion of the funds
available in the trust account for the redemption of public shares
was approximately $11.03 per share (before taking into account the
removal of the accrued interest in the trust account to pay our
taxes).
No action is required by existing shareholders of the
Company.
About Ross Acquisition Corp II
Ross Acquisition Corp II is a special purpose acquisition
company sponsored by Ross Holding Company LLC, an affiliate of
Wilbur L. Ross, Stephen J. Toy, and Nadim Z. Qureshi, for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business
combination with one or more businesses or assets. Ross Acquisition
Corp II completed its initial public offering in March 2021.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The Company’s actual
results may differ from their expectations, estimates and
projections and consequently, you should not rely on these
forward-looking statements as predictions of future events.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. No representations or warranties,
express or implied are given in, or in respect of, this press
release. When we use words such as “may,” “will,” “intend,”
“should,” “believe,” “expect,” “anticipate,” “project,” “estimate”
or similar expressions that do not relate solely to historical
matters, it is making forward-looking statements. Such
forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available
to, the Company’s management. Actual results could differ
materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in the Company’s
filings with the SEC. All subsequent written or oral
forward-looking statements attributable to the Company or persons
acting on the Company’s behalf are qualified in their entirety by
this paragraph. Forward-looking statements are subject to numerous
conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the
Company’s Definitive Proxy Statement, Annual Report on Form 10-K
filed with the SEC on April 6, 2023 and the subsequent quarterly
reports on Form 10-Q and other documents filed with the SEC. The
Company does not undertake any obligation to publicly revise these
forward-looking statements to reflect events or circumstances that
arise after the date of this press release, except as required by
applicable law.
Contact:Wilbur L. Ross, Jr.(561)
655-2615wross@rossacquisition2.com
Ross Acquisition Corp II (NYSE:ROSS)
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