Cases & Deals

APRINOIA Therapeutics and Ross Acquisition Corp II announce business combination

Clients Ross Acquisition Corp II

Jones Day is advising Ross Acquisition Corp II in the business combination with APRINOIA Therapeutics Inc. pursuant to which APRINOIA and Ross will each become a wholly owned subsidiary of the combined company, APRINOIA Therapeutics Holdings Limited, a newly formed entity.

As part of the Business Combination, all of APRINOIA's existing shareholders will roll 100% of their shares in APRINOIA into APRINOIA Therapeutics Holdings Limited, a newly formed entity ("PubCo"). APRINOIA's existing shareholders expect to hold between 42% and 74% of PubCo depending on the level of redemptions by Ross shareholders.

APRINOIA will receive the remaining proceeds held in Ross' trust account following the redemptions by Ross shareholders, an additional US$7.5 million from an affiliate of Mr. Wilbur Ross and US$5 million in commitments from other investors, including existing shareholders of APRINOIA. There is approximately US$350.6 million currently held in Ross' trust account.

The boards of directors of both Ross and APRINOIA have each unanimously approved the proposed Business Combination, which is expected to close in the first half of this year, subject to customary approvals and conditions, including the approval by Ross' shareholders.