Ross Acquisition Corp II announces suspension, expected de-listing from NYSE

Ross Acquisition Corp II announced that the New York Stock Exchange 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. 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.