Filing Details

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1	NAMES OF REPORTING PERSONS
	Ross Holding Company LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			8,625,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			8,625,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,625,000 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	Wilbur L. Ross, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			8,625,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			8,625,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,625,000 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Stephen J. Toy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			8,625,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			8,625,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,625,000 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

1	NAMES OF REPORTING PERSONS
	Nadim Z. Qureshi
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0 (See Item 4)
		6	SHARED VOTING POWER
			8,625,000 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			8,625,000 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,625,000 (See Item 4)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	20% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

Ross Acquisition Corp II (the “Issuer”)

1 Pelican Lane

Palm Beach, Florida 33480

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. Ross Holding Company LLC (the “Sponsor”)

2. Wilbur L. Ross, Jr.

3. Stephen J. Toy

4. Nadim Z. Qureshi

The principal business office of the Reporting Persons is:

1 Pelican Lane

Palm Beach, Florida 33480

See responses to Item 4 of each cover page.

Class A ordinary shares, par value $0.0001 per share, of the Issuer (“Class A Ordinary Shares”)

G7641C106

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in the cover page which relates to the beneficial ownership of the Class A Ordinary Shares as of December 31, 2021, is incorporated herein by reference.

The Sponsor directly owns 8,625,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer (“Class B Ordinary Shares”), which are convertible into the Issuer’s Class A Ordinary Shares. Such shares may be deemed to be indirectly beneficially owned by Wilbur L. Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, who control and are the managing members of the Sponsor. As a result of these relationships, each of the Reporting Persons may be deemed to have or share beneficial ownership of the securities held directly by the Sponsor. Each of the Reporting Persons disclaim beneficial ownership of such securities except to the extent of their direct ownership.

In addition to the securities reported on the cover pages hereto, the Sponsor also directly owns 5,933,333 private placement warrants to purchase 5,933,333 Class A Ordinary Shares. The private placement warrants become exercisable beginning on the later of one year from the Issuer’s initial public offering and 30 days after the completion of the Issuer’s initial business combination and expire five years after the completion of the Issuer’s initial business combination or earlier upon redemption or liquidation.

Percentage ownership is based on 34,500,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares outstanding as of January 12, 2022, as reported by the Issuer in its quarterly report on Form 10-Q/A for the period ended September 30, 2021, and assumes conversion of all Class B Ordinary Shares into Class A Ordinary Shares.

 

Not applicable.

The responses of the Reporting Person to Items 2(a) and 4 are incorporated herein by reference.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

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