Aprinoia Therapeutics Inc. entered into a definitive agreement to acquire Ross Acquisition Corp II (NYSE:ROSS) (RAC) from a group of shareholders for approximately $280 million in a reverse merger transaction on January 17, 2023. As a part of consideration, Aprinoia shareholders will receive 28,000,000 PubCo Ordinary Shares. Aprinoia and Ross will each become a wholly owned subsidiary of the combined company, APRINOIA Therapeutics Holdings Limited, a newly formed entity ("PubCo"). Combined company is expected to be traded on Nasdaq or NYSE upon Closing. As part of the Business Combination, all of Aprinoia's existing shareholders will roll 100% of their shares in Aprinoia into PubCo. Aprinoia's existing shareholders expect to hold 74% of PubCo and RAC shareholders are expected to own 13%.

The Business Combination Agreement contains customary conditions to Closing, including, required approval of RAC and Aprinoia shareholders; waiting period or periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) shall have been terminated or expired; the Registration Statement becoming effective; approval for PubCo?s listing application and listing of PubCo Ordinary Shares to be issued in connection with the Business Combination; PubCo having at least $5,000,001 of net tangible assets and other closing conditions. The Boards of Directors of both Ross and Aprinoia have each unanimously approved the proposed Business Combination. As of February 6, 2023, an Extraordinary General Meeting is scheduled on March 13, 2023 to approve Extension Amendment Proposal. As of March 13, 2023, the shareholders of ROSS has approved the extension proposal by which the Company has to consummate an initial business combination from March 16, 2023 to September 23, 2023. Business Combination is expected to be completed in 1H 2023.

BTIG, LLC acted as the financial advisor and Will H. Cai of Cooley LLP acted as legal advisor to Aprinoia in connection with the proposed business combination. Gary Silverman, Jeff Gilson, Era Anagnosti, Steven Gee, Victoria Rosamond, Andres Liivak, Ketan Pastakia, Paul Pittman, Colleen Tracy James, Steven Lutt, Seth Kerschner, Sherri Snelson, Richard Burke, Karalyn Mildorf, Farhad Jalinous, Maria Beguiristain, James Hsiao and Rebecca Farrington of White & Case LLP and Joel T. May and Robert A. Profusek of Jones Day acted as legal advisors to Ross. Allele Capital Partners, LLC acted as a strategic advisor to Aprinoia. D.F. King & Co., Inc. acted as information agent to Ross Acquisition and received $15,000 as fees for the service rendered. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Ross Acquisition.

Aprinoia Therapeutics Inc. cancelled the acquisition of Ross Acquisition Corp II (NYSE:ROSS) (RAC) from a group of shareholders on August 21, 2023. Aprinoia and ROSS mutually agreed to terminate the agreement.