X0206 3/A 2021-03-11 2021-03-11 0 0001841610 Ross Acquisition Corp II ROSS 0001841936 Ross Holding Co LLC 1 PELICAN LANE PALM BEACH FL 33480 true true true See Exhibit 99.1 0001026610 ROSS WILBUR L JR 1 PELICAN LANE PALM BEACH FL 33480 true true true Chief Executive Officer 0001609921 Toy Stephen J. 1 PELICAN LANE PALM BEACH FL 33480 true true true Chief Financial Officer 0001528459 Qureshi Nadim Z 1 PELICAN LANE PALM BEACH FL 33480 true true true Head of M&A Class B ordinary shares, par value $0.0001 per share Class A ordinary shares, par value $0.0001 per share 8625000 D Stock Option (obligation to sell) 10 2021-03-11 2025-03-11 Class B ordinary shares, par value $0.0001 per share 15000 D Stock Option (obligation to sell) 10 2021-03-11 2025-03-11 Class B ordinary shares, par value $0.0001 per share 15000 D Stock Option (obligation to sell) 10 2021-03-11 2025-03-11 Class B ordinary shares, par value $0.0001 per share 15000 D The reported shares of Ross Acquisition Corp II (the "Issuer") are directly owned by Ross Holding Company LLC (the "Sponsor"), and indirectly owned by Wilbur L Ross, Jr., Stephen J. Toy and Nadim Z. Qureshi, managing members of the Sponsor (together with the Sponsor, the "Reporting Persons"), and include up to 1,125,000 Class B ordinary shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments. [continued from footnote 1] Pursuant to the Issuer's Amended and Restated Certificate of Incorporation, the Class B ordinary shares will automatically convert into Class A ordinary shares, par value $0.0001 per share, at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities -Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-252633). The Class B ordinary shares have no expiration date. Because of the relationships among the Reporting Persons, each of the Reporting Persons may be deemed to beneficially own the securities reported herein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. This Amendment No. 1 to Form 3 is being filed solely to correct the address of the original Form 3 filed on March 11, 2021. The address of the original Form 3 included the incorrect address for Ross Holding Company LLC. Exhibit 99.1 (Joint Filer Information) is incorporated herein by reference. Exhibit 24.1 (Power of Attorney). See Exhibit 99.1 for Signatures 2021-09-23