UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarterly period ended
For the transition period from to
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
New York, | ||
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ ☒
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☐ ☒
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company,
indicate by the check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 24, 2026, there
were
BPGC ACQUISITION CORP.
Form 10-Q
For the Quarterly Period Ended March 31, 2026
Table of Contents
i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BPGC ACQUISITION CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (As Restated) | |||||||
| Assets: | ||||||||
| Current assets: | ||||||||
| Prepaid expenses | $ | $ | ||||||
| Total current assets | ||||||||
| Cash held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Due to related party | ||||||||
| Total current liabilities | ||||||||
| Derivative warrant liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 5) | ||||||||
| Class A ordinary shares subject to possible redemption, $ | ||||||||
| Shareholders’ Deficit: | ||||||||
| Series C Preference shares, $ | ||||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
BPGC ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (As Restated) | ||||||||
| General and administrative expenses | $ | $ | ||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (loss): | ||||||||
| Change in fair value of derivative warrant liabilities | ( | ) | ||||||
| Income from investments held in Trust Account | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Weighted average shares outstanding, Class A ordinary shares, basic and diluted | ||||||||
| Basic and diluted net income (loss) per share, Class A ordinary share | $ | $ | ( | ) | ||||
| Weighted average shares outstanding, Class B ordinary shares, basic and diluted | ||||||||
| Basic and diluted net income (loss) per share, Class B ordinary share | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
BPGC ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| Series C Preference | Ordinary Shares | Additional | Total | |||||||||||||||||||||||||||||||||
| Shares | Class A | Class B | Paid-in | Accumulated | Shareholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of Series C preference shares | — | — | — | — | — | |||||||||||||||||||||||||||||||
| Forfeiture of Class A Conversion Shares | — | — | ( | ) | ( | ) | — | — | — | — | ( | ) | ||||||||||||||||||||||||
| Decrease in redemption value of Class A ordinary shares subject to possible redemption | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
FOR THE THREE MONTHS ENDED MARCH 31, 2025
(As Restated)
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||
| Class A | Class B | Paid-in | Accumulated | Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance - December 31, 2024 (restated) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance - March 31, 2025 (restated) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
BPGC ACQUISITION CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (As Restated) | ||||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Change in fair value of derivative warrant liabilities | ( | ) | ||||||
| Income from investments held in Trust Account | ( | ) | ( | ) | ||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from trust in connection with redemption | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from due to related party | ||||||||
| Redemption of Class A ordinary shares | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net change in cash | ||||||||
| Cash - beginning of the period | ||||||||
| Cash - end of the period | $ | $ | ||||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Issuance of Series C preference shares | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Note 1 - Description of Organization and Business Operations
BPGC Acquisition Corp. (“BPGC”) was incorporated as a Cayman Islands exempted company on January 19, 2021. BPGC was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (an “Initial Business Combination”).
BPGC has three wholly owned subsidiaries, APRINOIA Therapeutics Merger Sub 2, Inc. (“Merger Sub 2”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, which was formed on December 21, 2022, APRINOIA Therapeutics Merger Sub 3, Inc. (“Merger Sub 3”), an exempted company incorporated with limited liability under the laws of the Cayman Islands, which was formed on December 21, 2022, and BPGC Merger Sub, Inc. (“Acquiror Merger Sub”), a Delaware corporation, which was formed on July 15, 2025. BPGC and its subsidiaries are collectively referred to as the “Company”.
As of March 31, 2026, the Company had not commenced any operations. All activity for the period from January 19, 2021 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described below, and, since the Initial Public Offering, the search for a prospective Initial Business Combination. The Company generates no operating revenues and will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company’s sponsor is Ross Holding Company
LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration statement for the Company’s Initial
Public Offering was declared effective on March 11, 2021. On March 16, 2021, the Company consummated its Initial Public Offering of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement (“Private Placement”) of
Upon the closing of the Initial Public Offering
and the Private Placement, $
The Company’s management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating an Initial Business Combination.
There is no assurance that the Company will be able to complete an Initial Business Combination successfully. The Company must complete
5
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
The Company will provide the holders of the Public
Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion
of an Initial Business Combination either (i) in connection with a shareholder meeting called to approve the Initial Business Combination
or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an Initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $
If the Company seeks shareholder approval in connection with an Initial Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of an Initial Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an Initial Business Combination.
Notwithstanding the foregoing, the Amended and
Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or
any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of
The Sponsor, officers and directors (the “initial
shareholders”) agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would
modify the substance or timing of the Company’s obligation to redeem
If the Company is unable to complete an Initial
Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but not more than
On February 13, 2026, in a non-cash transaction,
the Sponsor surrendered to the Company the
6
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Extraordinary General Meeting in Lieu of Annual Meeting
On September 15, 2023, the Company held an extraordinary
general meeting in lieu of annual meeting of shareholders (the “Second Extraordinary General Meeting”) to approve (i) a proposal
to amend the Company’s Memorandum and Articles of Association to extend the date by which the Company has to consummate an Initial
Business Combination from September 16, 2023 to March 16, 2024 (such proposal, the “Second Extension Amendment Proposal”,
such extension, the “Second Extension” and March 16, 2024, the “Second Extended Date”), (ii) a proposal to amend
the Company’s Amended and Restated Memorandum and Articles of Association to delete the limitations that the Company shall not consummate
a business combination or redeem shares if such actions would cause the Company’s net tangible assets to be less than $
The Second Extension Amendment Proposal, the Director
Election Proposal and the Redemption Limitation Amendment Proposal were each approved. In connection with the vote to approve the Second
Extension Amendment Proposal, the holders of
On March 6, 2024, the Company held an extraordinary
general meeting of shareholders (the “Third Extraordinary General Meeting”) to, among other things, approve (i) a proposal
to amend the Company’s Memorandum and Articles of Association to extend the date by which the Company has to consummate an Initial
Business Combination from March 16, 2024 to September 16, 2024 (such proposal, the “Third Extension Amendment Proposal”, such
extension, the “Third Extension,” and September 16, 2024, the “Third Extension Date”) as more fully described
in the proxy statement filed by the Company with the SEC on February 26, 2024. The Third Extension Amendment Proposal was approved.
In connection with the vote to approve the Third Extension Amendment Proposal, the holders of
On September 16, 2024, the Company held an extraordinary
general meeting of shareholders (the “Fourth Extension Meeting”) to approve (i) a proposal to amend the Company’s Memorandum
and Articles of Association to extend the date by which the Company has to consummate an Initial Business Combination from September 16,
2024 to March 16, 2026 (such proposal, the “Fourth Extension Amendment Proposal”, such extension, the “Fourth Extension,”
and March 16, 2026, the “Fourth Extension Date”) and (ii) a proposal to (a) change the name of the Company from Ross Acquisition
Corp II to “BPGC Acquisition Corp.”; and (ii) amend the Company’s Amended and Restated Articles of Association to reflect
such change of name of the Company (the “Name Change Proposal”). The Fourth Extension Amendment Proposal and the Name Change
Proposal were approved. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of
On March 16, 2026, the Company held an extraordinary
general meeting of shareholders (the “Fifth Extension Meeting”) to, among other things, approve a proposal to amend the Company’s
Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2026 to September 16,
2026 (such proposal, the “Fifth Extension Amendment Proposal”, such extension, the “Fifth Extension” and, together
with the First Extension, the Second Extension, the Third Extension and the Fourth Extension, the “Extensions” and September
16, 2026, the “Fifth Extension Date”). The Fifth Extension Amendment Proposal was approved. In connection with the vote to
approve the Fifth Extension Amendment Proposal, the holders of
The Sponsor has agreed to waive their liquidation
rights with respect to the Founder Shares if the Company fails to complete an Initial Business Combination within the Combination Period.
However, if the Sponsor or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
an Initial Business Combination within the Combination Period. Certain underwriters agreed to waive their rights to their deferred underwriting
commission (see Note 5) held in the Trust Account in the event the Company does not complete an Initial Business Combination within the
Combination Period, and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available
to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual
assets remaining available for distribution (including Trust Account assets) will be only $
7
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Terminated Merger Agreement with Innovative Rocket Technologies Inc.
On July 22, 2025, the Company entered into a Merger Agreement with iRocket Technologies, Inc., a Delaware corporation (“Holdco”), iRocket Merger Sub, LLC, a Delaware limited liability company (“Holdco Merger Sub”), Acquiror Merger Sub, and Innovative Rocket Technologies Inc (“iRocket”). For additional information see “Item 1. Business—Proposed Business Combination with iRocket” of the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025, as amended in January 2026, the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2025 and the Company Current Report on Form 8-K filed with the SEC on June 25, 2026.
On October 6, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into that certain Amendment to Agreement and Plan of Merger (“Merger Agreement Amendment 1”), pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 6, 2025 to October 31, 2025. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2025.
On October 30, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into that certain Second Amendment to Agreement and Plan of Merger (“Merger Agreement Amendment 2”), pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 31, 2025 to November 30, 2025. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025.
On December 12, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into that certain Third Amendment to Agreement and Plan of Merger (“Merger Agreement Amendment 3”), pursuant to which Section 7.06(a) of the Merger Agreement was amended to extend the deadline for the Company’s securities to be qualified for quotation on the OTC Markets Group from ten (10) Business Days following the filing of the Multi-Year 10-K to December 31, 2025, or such later date as mutually agreed in writing by the Company and iRocket. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2025.
On April 14, 2026, iRocket terminated the Merger Agreement by delivering written notice to the Company pursuant to Section 10.01(c)(ii) thereof, which permitted such termination if the transactions contemplated thereby were not completed on or before March 16, 2026. As a result, the Merger Agreement is of no further force and effect (other than certain customary limited provisions that survive pursuant to the terms of the Merger Agreement). Following the termination, the Company and iRocket engaged in discussions for approximately eight weeks regarding a potential reinstatement of the Merger Agreement; however, the parties were unable to reach agreement on mutually acceptable terms. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
Risks and Uncertainties
Management is currently evaluating the impact of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Middle East conflicts and the Russia – Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that while it is reasonably possible that any of these could have a negative effect on the Company’s financial position, results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact its business and its ability to complete an initial Business Combination.
Liquidity and Going Concern
As of March 31, 2026, the Company had $
8
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
The Company’s liquidity needs through March
31, 2026 were satisfied through a payment of $
On November 14, 2023, to document the deposits
by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, the Company issued
a promissory note (the “Extension Note”) in the aggregate principal amount of up to $
On November 14, 2023, to document existing and
future Working Capital Loans, the Company issued an unsecured, convertible promissory note (the “Convertible Note”) to the
Sponsor, pursuant to which the Company can borrow up to $
As of March 31, 2026 and December 31, 2025, management
paid for Company payables on behalf of the Company totaling $
If the Company is required to seek additional capital, the Company would need to borrow additional funds from the Sponsor, the Company’s management team or other third parties to operate or may be forced to liquidate. Except with respect to the Extension Note and the Convertible Note, none of the Sponsor, members of the management team nor any of their affiliates is under any obligation to advance funds to the Company in such circumstances. If the Company completes an Initial Business Combination, the Company will repay the Convertible Note out of the proceeds of the Trust Account released to the Company (unless the Sponsor elects to convert the outstanding balance into warrants). Otherwise, the Convertible Note would be repaid only out of funds held outside the Trust Account. In the event that an Initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Convertible Note but no proceeds held in the Trust Account would be used to repay the Convertible Note.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” the Company has until September 16, 2026 to consummate an Initial Business Combination. Following the Extensions, the Company has until September 16, 2026 or such later date by which the Company must complete an Initial Business Combination pursuant to an amendment to the Company’s Amended and Restated Memorandum and Articles of Association. It is uncertain that the Company will be able to consummate an Initial Business Combination by September 16, 2026. Additionally, the Company may not have sufficient liquidity to fund the working capital needs of the Company until one year from the issuance of these unaudited condensed consolidated financial statements. If an Initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 16, 2026.
9
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim consolidated financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the SEC. Accordingly, certain disclosures included in the annual consolidated financial statements have been condensed or omitted from these unaudited condensed consolidated financial statements as they are not required for interim consolidated financial statements under U.S. GAAP and the rules of the SEC. In the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected through December 31, 2026, or any future period.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of BPGC Acquisition Corp. and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Restatement of Financial Statements
As discussed in the Company’s Form 10-K/A filed with the SEC on January 7, 2026, management identified errors made in its historical financial statements where the Company did not record the one for one conversion of Class B ordinary shares into Class A ordinary shares that occurred on March 15, 2024. Certain prior period amounts have been restated to conform with the current presentation of the financial statements.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $
10
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had
Cash Held in the Trust Account
The Company’s Trust Account consists of cash as of March 31, 2026 and December 31, 2025.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements,” equals or approximates the carrying amounts represented in the condensed consolidated balance sheets, except for the warrant liabilities (see Note 9).
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Derivative Warrant Liabilities
The Company accounts for the warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements from equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgement, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations. The Company determined that the Public Warrants and Private Placement Warrants are precluded from equity classification and are reflected on the condensed consolidated balance sheets as Derivative warrant liabilities. See Note 8 for valuation methodology of warrants.
Offering Costs Associated with the Initial Public Offering
Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the unaudited condensed consolidated statements of operations. Offering costs associated with the Class A ordinary shares issued were charged against the carrying value of the Class A ordinary shares subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
11
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.”
Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value.
Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity (deficit).
The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2026 and December 31, 2025,
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Income Taxes
The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of March 31, 2026 and December 31, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed consolidated financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Net Income (Loss) per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has
The calculation of diluted net income (loss) does
not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the over-allotment)
and the private placement warrants to purchase an aggregate of
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per ordinary share:
| For the Three Months Ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net income (loss) per ordinary share: | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income (loss) | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average ordinary shares outstanding | ||||||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||
12
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.
Note 3 - Initial Public Offering
On March 16, 2021, the Company consummated its
Initial Public Offering of
Each Unit consists of
On March 13, 2023, the Company held an extraordinary
general meeting of shareholders (the “First Extension Meeting”) to approve, among other things, a proposal to amend the Company’s
Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an Initial Business
Combination by up to six months from March 16, 2023 to September 16, 2023 in one month increments subject to deposit of $
On September 15, 2023, the Company held an extraordinary
general meeting in lieu of annual meeting of shareholders (the “Second Extension Meeting”) to approve, among other things,
(i) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the
Company has to consummate an Initial Business Combination by up to six months from September 16, 2023 to March 16, 2024 in one month increments
subject to deposit of $
On March 6, 2024, the Company held an extraordinary
general meeting of shareholders (the “Third Extension Meeting”) to, among other things, approve a proposal to amend the Company’s
Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2024 to September 16,
2024 in one month increments subject to deposit of an amount equal to the lesser of (i) $
13
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
On September 16, 2024, the Company held an extraordinary
general meeting of shareholders (the “Fourth Extension Meeting”) to approve (i) a proposal to amend the Company’s Memorandum
and Articles of Association to extend the date by which the Company has to consummate an Initial Business Combination from September 16,
2024 to March 16, 2026 (such proposal, the “Fourth Extension Amendment Proposal”, such extension, the “Fourth Extension,”
and March 16, 2026, the “Fourth Extension Date”) and (ii) a proposal to (a) change the name of the Company from Ross Acquisition
Corp II to “BPGC Acquisition Corp.”; and (iii) amend the Company’s Amended and Restated Articles of Association to reflect
such change of name of the Company (the “Name Change Proposal”). The Fourth Extension Amendment Proposal and the Name Change
Proposal were approved. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of
On March 16, 2026, the Company held an extraordinary
general meeting of shareholders (the “Fifth Extension Meeting”) to, among other things, approve a proposal to amend the Company’s
Charter to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2026 to September 16,
2026 (such proposal, the “Fifth Extension Amendment Proposal”, such extension, the “Fifth Extension” and, together
with the First Extension, the Second Extension, the Third Extension and the Fourth Extension, the “Extensions” and September
16, 2026, the “Fifth Extension Date”). The Fifth Extension Amendment Proposal was approved. In connection with the vote to
approve the Fifth Extension Amendment Proposal, the holders of
Note 4 - Related Party Transactions
Founder Shares
On January 22, 2021, the Sponsor paid $
The initial shareholders agreed, subject to limited
exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (A)
On March 15, 2024, the Sponsor elected to convert
On February 13, 2026, the Sponsor surrendered
to the Company, for no consideration, the
Private Placement Warrants
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the Private Placement of
Each whole Private Placement Warrant is exercisable
for
The Sponsor and the Company’s officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until
14
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Related Party Loans
On January 21, 2021, the Sponsor agreed to loan
the Company an aggregate of up to $
On November 14, 2023, to document the deposits
by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, the Company issued
the Extension Note in the aggregate principal amount of up to $
In order to finance transaction costs in connection
with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors
may loan the Company funds as may be required (“Working Capital Loans”). On November 14, 2023, to document existing
and future Working Capital Loans, the Company issued the Convertible Note, an unsecured, convertible promissory note, to the Sponsor,
pursuant to which the Company can borrow up to $
If the Company is required to seek additional capital, the Company would need to borrow additional funds from the Sponsor, the Company’s management team or other third parties to operate or may be forced to liquidate. Except with respect to the Extension Note and the Convertible Note, none of the Sponsor, members of the management team nor any of their affiliates is under any obligation to advance funds to the Company in such circumstances.
Due to Related Party
Management employees pay certain expenses on behalf
of the Company. Included on the balance sheets as due to relate party at March 31, 2026 and December 31, 2025 are payables totaling $
Member Agreement
On September 13, 2024 (the “Effective Date”),
Wilbur L. Ross Jr. (“Ross”), Tobias W. Welo (“Welo”), Nadim Z. Qureshi (“Qureshi”) and Stephen J.
Toy (“Toy” and together with Qureshi, the “Continuing Managers”) entered into a member agreement (the “Member
Agreement”). Ross irrevocably resigned as a manager of the Sponsor and the Continuing Managers agreed to serve as managers pursuant
to the A&R Limited Liability Company Agreement of the Sponsor (the “A&R LLC Agreement”). Ross agreed to be responsible
for seventy-two percent (
15
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Note 5 - Commitments and Contingencies
Notes Payable
On
March 31, 2023, the Company and APRINOIA entered into an Advance Agreement (the “Advance Agreement”), pursuant to which APRINOIA
agreed to advance to the Company up to $
APRINOIA
advanced the first amount equal to $
Effective as of August 21, 2023 and in accordance with Section 11.01(a) of the Business Combination Agreement, the Company, APRINOIA, PubCo and the Merger Subs mutually agreed to terminate the Business Combination Agreement and, consequently, the other Transaction Documents (as defined in the Business Combination Agreement) pursuant to the Termination Agreement. Further, under the Termination Agreement, each of the Company, Merger Sub 2 and Merger Sub 3 released APRINOIA, PubCo and Merger Sub 1, and each of their representatives, affiliates, agents and assigns, and each of APRINOIA, PubCo and Merger Sub 1 released the Company, Merger Sub 2 and Merger Sub 3, and each of their representatives, affiliates, agents and assigns, for any claims, causes of action, liabilities or damages relating to the Business Combination Agreement and the other Transaction Documents, except for certain provisions that survive the termination pursuant to the terms of the Business Combination Agreement, or for breaches of the Termination Agreement. Further details regarding the termination and the Termination Agreement may be found in the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2023. As of December 31, 2023, pursuant to the Termination, the balance under the Advance Agreement was extinguished.
On
November 14, 2023, to document existing and future Working Capital Loans, the Company issued an unsecured, Convertible Promissory Note
to the Sponsor, pursuant to which the Company can borrow up to $
In
connection with the vote to approve the Extension Amendment Proposal, the Sponsor agreed to deposit into the Trust Account the lesser
of (i) $
16
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Registration and Shareholder Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans, if any, were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders were entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provided that the Company would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The
Company granted the underwriters a -day option from the final prospectus relating to the Initial Public Offering to purchase up to
The
underwriters were entitled to an underwriting discount of $
On
January 19, 2023, the Company received a waiver of underwriter fees from one of the underwriters in which the underwriter waived its
entitlement to the payment of any deferred underwriting commission to be paid under the terms of the underwriting agreement. This
portion accounted for approximately $
Forgiveness of Liabilities
During
the year ended December 31, 2024, various vendors of the company forgave $
Terminated Merger Agreement
On July 22, 2025, the Company entered into a Merger Agreement with Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket. For additional information see “Item 1. Business—Proposed Business Combination with iRocket” of the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025, as amended in January 2026, the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2025 and the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
On October 6, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into Merger Agreement Amendment 1, pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 6, 2025 to October 31, 2025. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2025.
On October 30, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into Merger Agreement Amendment 2, pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 31, 2025 to November 30, 2025, which was filed on November 28, 2025. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025.
On December 12, 2025, the Company, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into Merger Agreement Amendment 3, pursuant to which Section 7.06(a) of the Merger Agreement was amended to extend the deadline for the Company’s securities to be qualified for quotation on the OTC Markets Group from ten (10) Business Days following the filing of the Multi-Year 10-K to December 31, 2025, or such later date as mutually agreed in writing by the Company and iRocket. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2025.
On April 14, 2026, iRocket terminated the Merger Agreement by delivering written notice to the Company pursuant to Section 10.01(c)(ii) thereof, which permitted such termination if the transactions contemplated thereby were not completed on or before March 16, 2026. As a result, the Merger Agreement is of no further force and effect (other than certain customary limited provisions that survive pursuant to the terms of the Merger Agreement). Following the termination, the Company and iRocket engaged in discussions for approximately eight weeks regarding a potential reinstatement of the Merger Agreement; however, the parties were unable to reach agreement on mutually acceptable terms. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
17
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Note 6 - Class A Ordinary Shares Subject to Possible Redemption
The
Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control
and subject to the occurrence of future events. The Company is authorized to issue
The Class A ordinary shares subject to possible redemption reflected on the condensed consolidated balance sheets are reconciled on the following table:
| Class A ordinary shares subject to possible redemption as of December 31, 2025 | $ | |||
| Less: | ||||
| Redemption | ( | ) | ||
| Plus: | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption as of March 31, 2026 | $ |
| Class A ordinary shares subject to possible redemption as of December 31, 2024 | $ | |||
| Plus: | ||||
| Increase in redemption value of Class A ordinary shares subject to possible redemption | ||||
| Class A ordinary shares subject to possible redemption as of December 31, 2025 | $ |
Note 7 - Shareholders’ Deficit
On February 13, 2026, the Sponsor surrendered
to the Company, for no consideration, the
On February 13, 2026, pursuant to a subscription
agreement dated February 12, 2026, the Sponsor purchased
Preference
Shares- The Company is authorized to issue
Class
A Ordinary Shares-The Company is authorized to issue
Class
B Ordinary Shares- The Company is authorized to issue
Holders of the Preference Shares, Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders, except as required by law or stock exchange rule, provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the Initial Business Combination.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Initial Business Combination at a
ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on
an as-converted basis,
18
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Note 8 - Warrants
As
of March 31, 2026 and December 31, 2025, the Company had
The
Public Warrants will become exercisable on the later of (a)
The
warrants have an exercise price of $
In
addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of the Initial Business Combination at an issue price or effective issue price of less than $
Redemption
of warrants for cash when the price per Class A ordinary share equals or exceeds $
Once the warrants become exercisable, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants):
| ● | in whole and not in part; |
| ● | at
a price of $ |
| ● | upon
a minimum of |
| ● | if,
and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $ |
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Except as set forth below, none of the private placement warrants will be redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.
19
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
Redemption
of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $
Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
| ● | in whole and not in part; |
| ● | at
$ |
| ● | if,
and only if, the last reported sale price (the “closing price”) of the Company’s Class A ordinary shares equals or
exceeds $ |
| ● | the
closing price of the Class A ordinary shares for any |
The
“fair market value” of the Class A ordinary shares for the above purpose shall mean the volume weighted average price of
the Class A ordinary shares during the
If the Company has not completed the Initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.
Note 9 - Fair Value Measurements
The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025 and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:
| March 31, 2026 | ||||||||||||
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| Liabilities: | ||||||||||||
| Derivative warrant liabilities – Public warrants | $ | $ | $ | |||||||||
| Derivative warrant liabilities – Private placement warrants | $ | $ | $ | |||||||||
| December 31, 2025 | ||||||||||||
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| Liabilities: | ||||||||||||
| Derivative warrant liabilities – Public warrants | $ | $ | $ | |||||||||
| Derivative warrant liabilities – Private placement warrants | $ | $ | $ | |||||||||
To value the Public warrants and Private placement warrants, the Company used a lattice model and utilized the following key inputs for the Public and Private placement warrants:
| March 31, 2026 | ||||
| Warrant exercise price | $ | |||
| Term (years) | ||||
| Risk-free rate | % | |||
| Business combination probability | % | |||
| Volatility | % | |||
| Dividend yield | % | |||
20
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
| December 31, 2025 | ||||
| Warrant exercise price | $ | |||
| Term (years) | ||||
| Risk-free rate | % | |||
| Business combination probability | % | |||
| Volatility | % | |||
| Dividend yield | % | |||
The following table presents the changes in the Level 3 fair value of warrant liabilities during the three months ended March 31, 2026 and year ended December 31, 2025:
| Private Placement | Public | Warrant Liabilities | ||||||||||
| Fair value as of December 31, 2024 | $ | $ | $ | |||||||||
| Change in fair value | ||||||||||||
| Fair value as of December 31, 2025 | ||||||||||||
| Change in fair value | ( | ) | ( | ) | ( | ) | ||||||
| Fair value as of March 31, 2026 | $ | $ | $ | |||||||||
Inherent
in a lattice model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.
The Company estimates the volatility of its ordinary share warrants based on implied volatility from the Company’s traded warrants
and from historical volatility of select peer company’s ordinary shares that matches the expected remaining life of the warrants.
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected
remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The
dividend rate is based on the historical rate, which the Company anticipates remaining at
Note 10 - Segment Information
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The Company’s CODM has been identified as the Chief Financial Officer who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only reportable segment.
21
BPGC ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2026
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the consolidated statements of operations as net income or loss. The measure of segment assets is reported on the condensed consolidated balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash held in Trust Account | $ | $ | ||||||
| For the Three Months Ended March 31, 2026 | For the Three Months Ended March 31, 2025 | |||||||
| General and administrative expenses | $ | $ | ||||||
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar transaction. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income or loss are reported on the unaudited condensed consolidated statements of operations and described within their respective disclosures.
Note 11 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred up to the date the unaudited condensed consolidated financial statements were issued. Based upon this review, except as described in Note 1, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
22
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References to the “Company,” “our,” “us” or “we” refer to BPGC Acquisition Corp.. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.
Overview
BPGC Acquisition Corp. is a blank check company incorporated as a Cayman Islands exempted company on January 19, 2021. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.
Our Sponsor is Ross Holding Company LLC, a Cayman Islands limited liability company. The registration statement for the Initial Public Offering was declared effective on March 11, 2021. On March 16, 2021, we consummated the Initial Public Offering of 34,500,000 Units, including 4,500,000 additional Units to cover over-allotments, at $10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.9 million, of which approximately $12.1 million was for deferred underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 5,933,333 Private Placement Warrants at a price of $1.50 per Private Placement Warrant with our Sponsor, generating gross proceeds of $8.9 million.
Upon the closing of the Initial Public Offering and the private placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the sale of the Private Placement Warrants were placed in the Trust Account, located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and has been invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, or cash, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution of the Trust Account as described below.
Terminated Business Combination with Innovative Rocket Technologies Inc.
On July 22, 2025, we entered into the Merger Agreement, with Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket. For additional information see “Item 1. Business—Proposed Business Combination with iRocket” of the Company’s Annual Report on Form 10-K filed with the SEC on November 28, 2025, as amended in January 2026, the Company’s Current Report on Form 8-K filed with the SEC on July 23, 2025 and the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
On October 6, 2025, we, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into Merger Agreement Amendment 1, pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 6, 2025 to October 31, 2025. On October 30, 2025, we, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered Merger Agreement Amendment 2, pursuant to which Section 7.07 of the Merger Agreement was amended to extend the deadline for the Company to file its Multi-Year 10-K from October 31, 2025 to November 30, 2025. On December 12, 2025, we, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into Merger Agreement Amendment 3, pursuant to which Section 7.06(a) of the Merger Agreement was amended to extend the deadline for the Company’s securities to be qualified for quotation on the OTC Markets Group from ten (10) Business Days following the filing of the Multi-Year 10-K to December 31, 2025, or such later date as mutually agreed in writing by the Company and iRocket.
On April 14, 2026, iRocket terminated the Merger Agreement by delivering written notice to the Company pursuant to Section 10.01(c)(ii) thereof, which permitted such termination if the transactions contemplated thereby were not completed on or before March 16, 2026. As a result, the Merger Agreement is of no further force and effect (other than certain customary limited provisions that survive pursuant to the terms of the Merger Agreement). Following the termination, the Company and iRocket engaged in discussions for approximately eight weeks regarding a potential reinstatement of the Merger Agreement; however, the parties were unable to reach agreement on mutually acceptable terms. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026. For additional information see the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2026.
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Extensions and Redemptions
On March 13, 2023, we held the First Extension Meeting. At the First Extension Meeting, our shareholders approved as a special resolution, the amendment of our Charter to extend the date by which we must complete an Initial Business Combination by up to six months in one-month increments subject to deposit of $165,000 into the Trust Account for each month by which such date is extended. In connection with the vote to approve the First Extension Amendment Proposal, the holders of 28,119,098 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $10.23 per share, for an aggregate redemption amount of approximately $287.7 million. Between March 31, 2023 and August 16, 2023, APRINOIA made monthly deposits of $165,000 ($990,000 in the aggregate) to the Trust Account pursuant to an advance agreement. Under the First Extension, the date by which we must complete an Initial Business Combination was extended from March 16, 2023 to September 16, 2023. The balance under the advance agreement was extinguished pursuant to the Termination Agreement.
On September 15, 2023, we held the Second Extension Meeting. At the Second Extension Meeting, our shareholders approved as a special resolution, the amendment of our Charter to extend the date by which we must complete an Initial Business Combination by up to six months in one-month increments subject to deposit of $75,000 into the Trust Account for each month by which such date was extended. In connection with the vote to approve the Second Extension Amendment Proposal, the holders of 1,339,804 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.74 per share, for an aggregate redemption amount of approximately $14.4 million. Between September 18, 2023 and February 21, 2024, the Sponsor made monthly deposits of $75,000 ($450,000 in the aggregate) to the Trust Account, which deposits by the Sponsor into the Trust Account were documented by the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor. Under the Second Extension, the date by which we must complete an Initial Business Combination was extended from September 16, 2023 to March 16, 2024. Pursuant to the Member Agreement, the amounts owed to the Sponsor under the Extension Note were forgiven.
On March 6, 2024, we held the Third Extension Meeting. At the Third Extension Meeting, our shareholders approved as a special resolution, the amendment of our Charter to extend the date by which we must complete an Initial Business Combination by up to six months in one-month increments subject to deposit of an amount equal to the lesser of (i) $0.03 per Public Share that was not submitted for redemption and (ii) an aggregate of $90,000. In connection with the vote to approve the Third Extension Amendment Proposal, the holders of 2,372,565 Public Shares properly exercised their right to redeem their Public Shares for cash at a redemption price of approximately $11.02 per share, for an aggregate redemption amount of approximately $26.2 million. Between March 16, 2024 and September 26, 2024, the Contributors made monthly deposits of $80,055.99 ($480,335.94 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Under the Third Extension, the date by which we must complete an Initial Business Combination was extended from March 16, 2024 to September 16, 2024. Pursuant to the Member Agreement, the amounts owed to the Contributors for the non-interest bearing loans in connection with the Third Extension were forgiven.
On March 15, 2024, the Sponsor exercised its right to convert an aggregate of 4,300,000 of its Founder Shares into an equal number of Class A Conversion Shares. Pursuant to the Class A Conversion, the Sponsor agreed to waive its redemption rights with respect to such Class A Conversion Shares in connection with a shareholder vote to approve an Initial Business Combination and its right to receive any distribution from the Trust Account with respect to such Class A Conversion Shares (for the avoidance of doubt, such Class A Conversion Shares will not be Public Shares).
On September 16, 2024, we held the Fourth Extraordinary General Meeting to approve the Fourth Extension Amendment Proposal. The Fourth Extension Amendment Proposal was approved. In connection with the vote to approve the Fourth Extension Amendment Proposal, the holders of 2,512,919 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.50 per share, for an aggregate redemption amount of approximately $28.9 million.
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On March 16, 2026, the we held the Fifth Extension Meeting. At the Fifth Extension Meeting, the Company’s shareholders approved the Fifth Extension Amendment Proposal. In connection with the vote to approve the Fifth Extension Amendment Proposal, the holders of 45,195 Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $12.07 per share, for an aggregate redemption amount of $545,455.
Following the aforementioned redemptions, Extensions, the 2024 Conversion, the Class A Conversion Share Forfeiture and the Preference Share Issuance, as of March 30, 2026, our outstanding share capital consists of 430,000 Preference Shares, 110,419 Class A Ordinary Shares, all of which are Public Shares, and 4,325,000 Class B Ordinary Shares.
Promissory Notes and Loans Related to the Extensions
On November 14, 2023, to document the deposits by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, we issued the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor. Pursuant to the Extension Note, and in connection with the implementation of the Second Extension Amendment Proposal, the Sponsor was permitted, but not obligated to, deposit $75,000 for each calendar month (commencing on September 16, 2023 and ending on the 15th day of each subsequent month), or portion thereof, that is needed by us to complete an Initial Business Combination until March 16, 2024, resulting in a maximum extension payment of $450,000. As of March 16, 2024, the Sponsor had deposited the maximum contribution of $450,000. Pursuant to the Member Agreement, the amounts owed to the Sponsor under the Extension Note were forgiven. Before such amounts were forgiven, we were to repay the Extension Note out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay the Extension Note but no proceeds held in the Trust Account were to be used to repay the Extension Note. . As of March 31, 2026 and December 31, 2025, we had borrowings of $450,000 for extension payments, of which has since been forgiven and recorded as capital contribution.
In connection with the Third Extension, Between March 16, 2024 and September 26, 2024, the Contributors made monthly deposits of $80,056 ($480,336 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Pursuant to the Member Agreement, the amounts owed to the Contributors for the non-interest bearing loans in connection with the Third Extension were forgiven. Before such amounts were forgiven, we were to repay such loans out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay such loans but no proceeds held in the Trust Account were to be used to repay such loans.
If the Company is required to seek additional capital, the Company would need to borrow additional funds from the Sponsor, the Company’s management team or other third parties to operate or may be forced to liquidate. Except with respect to the Convertible Note, none of the Sponsor, members of the management team nor any of their affiliates is under any obligation to advance funds to the Company in such circumstances.
Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating the Proposed Business Combination or another Initial Business Combination. However, we will only complete the Proposed Business Combination or another Initial Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target business or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.
If we are unable to complete the Proposed Business Combination or an Initial Business Combination by September 16, 2026 or such later date by which we must complete the Proposed Business Combination or another Initial Business Combination pursuant to an amendment to our Charter, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our tax obligations, if any (less taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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Delisting from NYSE
On March 18, 2024, the Company received notice from the NYSE informing us that it would suspend the listing of the Company’s securities, including the Class A Ordinary Shares, Warrants and Units, from the NYSE and commence delisting proceedings with respect to such securities. The NYSE determined to take these actions because Sections 102.06e and 802.01B of the NYSE’s Listed Company Manual do not permit a special purpose acquisition company, such as the Company, to remain listed for more than three years after the company’s initial public offering without completing an initial business combination. The Company had not completed its Initial Business Combination before March 16, 2024, which was the three-year anniversary of the Initial Public Offering. On April 3, 2024, the NYSE notified the SEC that the Company’s securities would be delisted from the exchange effective April 15, 2024.
Liquidity and Going Concern
As of March 31, 2026, we had $0 in our operating bank account and working capital deficit of $4,691,506.
Our liquidity needs through March 31, 2026 and prior were satisfied through a payment of $25,000 from the Sponsor to purchase certain expenses in exchange for the issuance of the Founder Shares, the loan of approximately $90,000 from the Sponsor under the IPO Promissory Note and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the IPO Promissory Note in full on March 19, 2021.
On November 14, 2023, to document the deposits by the Sponsor into the Trust Account in connection with the implementation of the Second Extension Amendment Proposal, the Company issued the Extension Note in the aggregate principal amount of up to $450,000 to the Sponsor. As of March 16, 2024, the Sponsor had deposited the maximum contribution of $450,000. Pursuant to the Member Agreement, the amounts owed to the Sponsor under the Extension Note were forgiven. Before such amounts were forgiven, we were to repay the Extension Note out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay the Extension Note but no proceeds held in the Trust Account were to be used to repay the Extension Note. As of March 31, 2026 and December 31, 2025, we had borrowings of $450,000 for extension payments, of which has since been forgiven and recorded as capital contribution.
On November 14, 2023, to document existing and future Working Capital Loans, the Company issued the Convertible Note, an unsecured, convertible promissory note, to the Sponsor, pursuant to which the Company can borrow up to $1,500,000 from the Sponsor, for ongoing expenses reasonably related to the business of the Company and the consummation of an Initial Business Combination. All unpaid principal under the Convertible Note will be due and payable in full on the Maturity Date, which is the earlier of (i) September 16, 2026, or such later date by which the Company must consummate an Initial Business Combination pursuant to its Charter (as may be amended by shareholder vote) and (ii) the effective date of an Initial Business Combination. The Sponsor has the option, at any time on or prior to the Maturity Date, to convert any amounts outstanding under the Convertible Note, up to an aggregate amount of $1,500,000, into Warrants to purchase Class A Ordinary Shares of the Company, at a conversion price of $1.50 per Warrant, with each Warrant entitling the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to the same adjustments applicable to the Private Placement Warrants sold concurrently with the Company’s Initial Public Offering. As of March 31, 2026 and December 31, 2025, the Company had borrowed $0, from the Sponsor under the Convertible Note. If the Company completes the Proposed Business Combination or another Initial Business Combination, the Company will repay the Convertible Note out of the proceeds of the Trust Account released to the Company (unless the Sponsor elects to convert the outstanding balance into Warrants or other arrangements are made). In the event that the Proposed Business Combination or another Initial Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Convertible Note but no proceeds held in the Trust Account would be used to repay the Convertible Note.
In connection with the Third Extension, Between March 16, 2024 and September 26, 2024, the Contributors made monthly deposits of $80,056 ($480,336 in the aggregate) to the Trust Account, which deposits were in the form of non-interest bearing loans. Pursuant to the Member Agreement, the amounts owed to the Contributors for the non-interest bearing loans in connection with the Third Extension were forgiven. Before such amounts were forgiven, we were to repay such loans out of the proceeds of the Trust Account released to us and other proceeds of the transaction if we completed an Initial Business Combination. In the event that we did not complete an Initial Business Combination, we were to be permitted to use a portion of the proceeds held outside the Trust Account to repay such loans but no proceeds held in the Trust Account were to be used to repay such loans.
In addition, in order to finance transaction costs in connection with the Proposed Business Combination or another Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company with additional Working Capital Loans.
In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements - Going Concern,” we have until September 16, 2026 to consummate the Proposed Business Combination or another Initial Business Combination. On September 15, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate an Initial Business Combination from September 16, 2023 to March 16, 2024 or such later date by which the Company must complete an Initial Business Combination pursuant to an amendment to the Company’s Charter. On March 6, 2023, the Company’s shareholders voted to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2024 to September 16, 2024 or such later date by which the Company must complete an Initial Business Combination pursuant to an amendment to the Company’s Charter. On September 16, 2024, the Company’s shareholders voted to extend the date by which the Company has to consummate an Initial Business Combination from September 16, 2024 to March 16, 2026 or such later date by which the Company must complete an Initial Business Combination pursuant to an amendment to the Company’s Charter. On March 16, 2026, the Company’s shareholders voted to extend the date by which the Company has to consummate an Initial Business Combination from March 16, 2026 to September 16, 2026 or such later date by which the Company must complete an Initial Business Combination pursuant to an amendment to the Company’s Charter. It is uncertain that we will be able to consummate the Proposed Business Combination or another Initial Business Combination by September 16, 2026. Additionally, we may not have sufficient liquidity to fund our working capital needs until one year from the issuance of these consolidated financial statements. If the Proposed Business Combination or another Initial Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should the Proposed Business Combination or another Initial Business Combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 16, 2026.
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Results of Operations
Our entire activity from inception to March 31, 2026 was in preparation for our formation and the Initial Public Offering, and, subsequent to the Initial Public Offering, identifying a target company for an Initial Business Combination, including the Proposed Business Combination. We will not be generating any operating revenues until the closing and completion of the Proposed Business Combination or another Initial Business Combination, at the earliest.
For the three months ended March 31, 2026, we had net income of $2,170,518, which consisted of $2,305,510 in non-operating gain resulting from the change in fair value of derivative warrant liabilities, $10,931 of income from investments held in the Trust Account partially offset by, $145,923 in general and administrative expenses.
For the three months ended March 31, 2025, we had net loss of $3,400, which consisted of $15,445 in general and administrative expenses, $2,300 in non-operating loss resulting from the change in fair value of derivative warrant liabilities, partially offset by $14,345 of income from investments held in the Trust Account.
Contractual Obligations
Registration and Shareholder Rights
The holders of the Founder Shares, Preference Shares, Private Placement Warrants and Warrants that may be issued upon conversion of the Working Capital Loans, if any, are entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that we would not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
An aggregate of $12.1 million was to be payable to the underwriters of the Initial Public Offering for deferred underwriting commissions. The deferred fee was to become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete an Initial Business Combination, subject to the terms of the underwriting agreement.
On January 19, 2023, the Company received a waiver of underwriter fees from one of the underwriters in which the underwriter waived its entitlement to the payment of any deferred underwriting commission to be paid under the terms of the underwriting agreement. This portion accounted for approximately $6.0 million of the total deferred underwriting commission liability of $12.1 million.
By letter agreement dated October 10, 2025, the second underwriter waived its entitlement to the payment of any deferred underwriting commission to be paid under the terms of the underwriting agreement. As such, $6,037,500 has been forgiven, of which $5,579,875 is presented in the accompanying consolidated statements of changes in shareholders’ deficit as additional paid in capital and $457,625 is recognized as a gain on waived deferred underwriter commission on the accompanying consolidated statements of operations.
No deferred underwriting commission is payable.
Critical Accounting Estimates and Policies
Derivative Warrant Liabilities
We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase Warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.
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The Public Warrants and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the Warrant instruments as liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering were estimated using a Lattice model and the Private Placement Warrants were estimated using a Lattice model. The fair value of the Public Warrants as of December 31, 2023 and 2022 is based on observable listed prices for such Public Warrants. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant as of March 31, 2026 and December 31, 2025. The fair value of the Public Warrants as of March 31, 2026 and December 31, 2025 using the lattice model. The determination of the fair value of the Warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative Warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A Ordinary Shares subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A Ordinary Shares is classified as shareholders’ equity. The Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of the Initial Public Offering (including the consummation of the over-allotment), 34,500,000 Class A Ordinary Shares subject to possible redemption were presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.
We recognize changes in redemption value immediately as they occur and adjust the carrying value of the Class A Ordinary Shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering (including the consummation of the over-allotment), the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the Company’s consolidated financial statements.
Off-Balance Sheet Arrangements
As of March 31, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of the end of the periods covered by this Quarterly Report due to material weaknesses in our internal control over financial reporting. The material weaknesses identified relate to ineffective review controls over the financial statement preparation process and ineffective controls over the timely filing of periodic reports.
The Company did not design and maintain effective controls over the review of the consolidated financial statement preparation process, including the review of new agreements and non-routine transactions, to ensure that such agreements and transactions were identified, evaluated, and recorded in accordance with U.S. GAAP on a timely basis. Because of this deficiency, there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements would not be prevented, or detected and corrected, on a timely basis. The deficiency resulted in the restatement of the Company's previously issued financial statements in multiple prior periods, including:
| ● | the failure to record the one-for-one conversion of 4,300,000 Class B ordinary shares into Class A ordinary shares that occurred on March 15, 2024, corrected through the Company's Form 10-K/A filed with the SEC on January 7, 2026 (see Note 2 – Restatement of Financial Statements); and |
| ● | the failure to account for the January 2023 waiver of deferred underwriting commissions executed during the three months ended March 31, 2023, corrected as described in the Company's Form 10-Q for the period ended June 30, 2023. |
The Company did not design and maintain effective controls over its financial statement close and reporting process to enable the preparation and filing of the periodic reports required under the Securities Exchange Act of 1934 by their required due dates.
In light of these material weaknesses, we are working to enhance our processes to identify and appropriately apply applicable accounting requirements to better identify and evaluate agreements that affect our consolidated financial statements including making greater use of third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. We believe our efforts will enhance our controls relating to financial reporting, but we can offer no assurance that our controls will not require additional review and modification in the future as industry accounting practice may evolve over time.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There have been no changes to our internal control over financial reporting during the quarterly period ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As of the date of this Quarterly Report on Form 10-Q, other than the risk factors included below, there have been no material changes to the risk factors disclosed in our Form 10-K filed with the SEC on November 28, 2025, as amended in January 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities.
On February 13, 2026, pursuant to a subscription agreement dated February 12, 2026, the Sponsor purchased 430,000 Series C preference shares, par value $0.0001 per share (the “Preference Shares”), for par value in a private placement. Each Preference Share has 10 votes per share, provided that such shares cannot vote as a class with the public shares on the Initial Business Combination or on the appointment or removal of any director. Each Preference Share will convert into ten Class A ordinary shares immediately prior to, concurrently with, or immediately filing closing of an Initial Business Combination. The Preference Shares are not convertible at the option of the holder. The Sponsor agreed to waive any redemption rights with respect to such Preference Shares in connection with a shareholder vote to approve an Initial Business Combination and any right to receive any distribution from the Trust Account with respect to such Preference Shares. The Preference Shares rank equally with the Founder Shares with respect to dividends and participation in distributions or payments upon liquidation, dissolution or winding up. The Preference Shares are not entitled to dividends except when, as and if declared by the board of directors. The Preference Shares do not have any sinking-fund, pre-emption or redemption features.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Part II, Item 2 of this Quarterly Report on Form 10-Q is incorporated by reference herein.
Rule 10b5-1 Trading Arrangements
During
the quarter ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits.
| * | Filed herewith |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
| † | The schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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SIGNATURES
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.
| BPGC ACQUISITION CORP. | ||
| Date: July 24, 2026 | By: | /s/ Nadim Qureshi |
| Name: | Nadim Qureshi | |
| Title: | President, Chief Executive Officer and Chairman of the Board | |
| (Principal Executive Officer) | ||
| Date: July 24, 2026 | By: | /s/ Stephen J. Toy |
| Name: | Stephen J. Toy | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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