UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 26, 2015

ROI Acquisition Corp. II

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or other jurisdiction of incorporation)

001-36068

(Commission File Number)

46-3100431

(I.R.S. Employer Identification Number)

~~601~~510 ~~Lexington~~Madison Avenue, ~~51st~~9th Floor New York, New York (Address of principal executive offices) 10022 (Zip code)

(212) 825-0400

(Registrant’s telephone number, including area code)

~~Not~~601 ~~Applicable~~Lexington Avenue, 51st Floor

New York, New York 10022

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 15.02. ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 26, 2015, ~~ROI~~Thomas ~~Acquisition Corp~~J. IIBaldwin ~~(the~~resigned ~~“Company”),~~from ~~Ascend~~his ~~Telecom~~position ~~Infrastructure~~as ~~Private~~Chief ~~Limited,~~Executive ~~Ascend~~Officer ~~Telecom Holdings Limited~~ and ~~NSR-PE~~a ~~Mauritius~~member ~~LLC~~of ~~terminated~~ the ~~Agreement~~board ~~and Plan~~ of ~~Merger,~~directors ~~dated as~~ of ~~July~~ROI ~~23,~~Acquisition Corp. ~~2015~~II (the “~~Merger Agreement”), by and among the~~ Company~~, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited (“Ascend Holdings~~”) ~~and NSR-PE Mauritius LLC pursuant to a Termination Agreement (the “Termination Agreement”)~~. The ~~foregoing~~resignation ~~description~~ of ~~the~~Mr. ~~Termination~~Baldwin ~~Agreement~~is ~~and the transactions contemplated thereby does~~ not ~~purport~~due to beany ~~complete~~disagreement ~~and~~with ~~is qualified in its entirety by reference to~~ the ~~Termination~~Company ~~Agreement,~~and awas ~~copy~~effective as of ~~which~~November is6, ~~filed as Exhibit 2~~2015.~~1 hereto and is incorporated herein by reference.~~

~~Item 8.01. Other Events.~~SIGNATURE

AsPursuant ~~previously~~to ~~disclosed,~~ the ~~Company~~requirements ~~withdrew~~of the ~~stockholder~~Securities Exchange ~~and~~Act ~~public~~of ~~warrantholder~~1934, ~~proposals~~the ~~relating~~registrant tohas ~~its~~duly ~~previously~~caused ~~announced~~this ~~proposed~~report ~~business combination~~to ~~with~~be ~~Ascend~~signed ~~Telecom~~on ~~Holdings~~its ~~Limited~~behalf ~~and~~by ~~cancelled~~ the ~~specials~~undersigned, ~~meetings~~hereunto ofduly ~~the stockholders and public warrantholders in connection therewith~~authorized.

On November 4, 2015, the Company issued a press release announcing that it has terminated the Merger Agreement. A copy of the press release is attached as Exhibit 99.1

Dated: November 12, 2015	ROI Acquisition Corp. II

	By:	/s/ Joseph A. De Perio
		Joseph A. De Perio Vice Chairman of the Board and President

~~Item~~[Signature ~~9.01.~~Page ~~Financial~~to ~~Statements~~Form ~~and Exhibits.~~8-K]

(d) Exhibits.

Exhibit Number	Exhibit
2.1	Termination Agreement dated as of November 2, 2015 by and among the Company, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited and NSR-PE Mauritius LLC.
99.1	Press Release.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Dated: November 4, 2015	ROI Acquisition Corp. II
	By:	/s/ Joseph A. De Perio
		Joseph A. De Perio Vice Chairman of the Board and President

[Signature Page to Form 8-K]

EXHIBIT INDEX

Exhibit Number	Exhibit
2.1	Termination Agreement dated as of November 2, 2015 by and among the Company, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited and NSR-PE Mauritius LLC.
99.1	Press Release.

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