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ROSS Ross Acquisition Corp II

Filed: 27 May 21, 8:00pm

UNITED STATES
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):  May 25, 2021
 
ROSS ACQUISITION CORP II
(Exact name of registrant as specified in its charter)
 
Cayman Islands001-4020198-1578557
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1 Pelican Lane 33480
Palm Beach, Florida (Zip Code)
(Address of principal executive offices)  

(561) 655-2615
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

Title of each class Trading Symbols Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one redeemable warrant ROSS.U New York Stock Exchange
Class A Ordinary shares, $0.0001 par value ROSS New York Stock Exchange
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share ROSS WS New York Stock Exchange

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 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
On May 25, 2021, Ross Acquisition Corp II (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (“NYSE”) stating that the Company was not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “Rule”) because it had not timely filed its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the “Form 10-Q”) with the SEC as required by the Rule.  The Notice had no immediate effect on the listing or trading of the Company’s securities, but indicated that the Company has six months to file its Form 10-Q to regain compliance.

On May 27, 2021, the Company filed the Form 10-Q and, by letter dated the same, the NYSE confirmed that the Company had regained compliance with the Rule with the filing of the Form 10-Q.

Item 8.01Other Events.
 
On May 27, 2021, the Company issued a press release announcing that it has regained compliance with the Rule following its receipt of the Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Item 9.01Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit NumberDescription of Exhibit
  
 Press Release, dated May 27, 2021

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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.

 ROSS ACQUISITION CORP II
  
Date: May 27, 2021
By:
/s/ Stephen J. Toy
 
Name:
Stephen J. Toy
 
Title:
Chief Financial Officer

 
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