Certificate of Incorporation/Bylaws - Form 8-K

As previously disclosed, on February 26, 2024, Ross Acquisition Corp II, a Cayman Islands exempted Company (the "Company") filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the "SEC") relating to an extraordinary general meeting of shareholders of the Company (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, shareholders approved an amendment to the Company's amended and restated Memorandum and Articles of Association (the "Articles") to extend the date by which the Company has to consummate a business combination from March 16, 2024 to September 16, 2024 (the "Extension") and on March 15, 2024 the board of directors of the Company elected to implement the Extension.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 2,372,565 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash. As the board of directors of the Company has elected to implement the Extension, the Company will redeem such shares for cash.

.

A copy of the amendment to the Articles is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.