ROI ACQUISITION CORP. II

$125,000,000

Each warrant entitles the holder thereof to purchase one-half of one share of our common stock at a price of $5.75 per half share,

Our sponsor, GEH Capital, Inc

The members of our management team are all employees of the Clinton Group, Inc., or the Clinton Group, a multi-strategy asset management firm founded by our Chief Investment Officer, George E. Hall, in 1991.

Number of warrants to be outstanding after this offering and the private placement

            20,500,000 (1)

Call if, and only if, the last sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day periodType your paragraph here.