BPGC Acquisition Corp. Delisted, Faces Going Concern Doubts

TL;DR

**BPGC Acquisition Corp. is a distressed SPAC with no operations, delisted shares, and a ticking clock to find a deal, making it a high-risk gamble for any investor.**

AI Summary

BPGC Acquisition Corp. (formerly Ross Acquisition Corp II), a blank check company, filed a comprehensive 10-K for fiscal years ended December 31, 2023 and 2024, and quarterly periods through June 30, 2025, to become current with SEC filing obligations. The company has no operations and its activities since inception on January 19, 2021, relate to its formation and search for an Initial Business Combination. BPGC Acquisition Corp. completed its Initial Public Offering on March 16, 2021, raising $345.0 million from 34,500,000 units at $10.00 per unit, incurring approximately $19.9 million in offering costs. Each unit included one Class A ordinary share and one-third of one redeemable warrant. The company's securities have been delisted from the NYSE and are not quoted on an over-the-counter market, leading to significant adverse consequences. A material weakness in internal control over financial reporting has been identified, which could affect timely and accurate financial reporting. The company's aggregate market value of Class A ordinary shares outstanding was estimated at $1,840,606.50 as of June 30, 2025. As of November 28, 2025, there were 4,455,614 Class A ordinary shares and 4,325,000 Class B ordinary shares issued and outstanding.

Why It Matters

BPGC Acquisition Corp.'s delisting from the NYSE and its 'going concern' qualification signal severe distress for investors, who face potential total loss of their investment if an Initial Business Combination is not completed by March 16, 2026. The identified material weakness in internal controls further erodes investor confidence and could lead to inaccurate financial reporting. For employees and customers of a potential target like iRocket, the SPAC's instability introduces significant uncertainty regarding the future of any proposed merger. The broader market sees this as a cautionary tale for SPACs struggling to execute their core mission, highlighting the risks inherent in blank check companies and the importance of regulatory compliance.

Risk Assessment

Risk Level: high — BPGC Acquisition Corp. faces a 'high' risk level due to its delisting from the NYSE, non-compliance with SEC reporting requirements, and an independent auditor's 'going concern' explanatory paragraph. The company's aggregate market value of Class A ordinary shares was only $1,840,606.50 as of June 30, 2025, indicating minimal public float and liquidity. Furthermore, the company has identified a material weakness in its internal control over financial reporting, increasing the risk of financial misstatements.

Analyst Insight

Investors should avoid BPGC Acquisition Corp. given its delisted status, 'going concern' warning, and material weakness in internal controls. Current shareholders should consider the implications of the March 16, 2026, deadline for an Initial Business Combination, as failure to complete one will result in liquidation and potential loss of investment.

Financial Highlights

debt To Equity

N/A

revenue

$0.00

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• $345.0M — Gross Proceeds from IPO (Generated from 34,500,000 units at $10.00 per unit on March 16, 2021.)
• $19.9M — Offering Costs (Incurred during the Initial Public Offering, including $12.1 million in deferred underwriting commissions.)
• $1,840,606.50 — Market Value of Class A Shares (Estimated aggregate market value of Class A ordinary shares outstanding as of June 30, 2025, indicating low valuation.)
• 98.2% — Sponsor Ownership (Percentage of ordinary shares owned by the Sponsor, giving it control over shareholder votes.)
• 4,455,614 — Class A Ordinary Shares (Issued and outstanding as of November 28, 2025.)
• 4,325,000 — Class B Ordinary Shares (Issued and outstanding as of November 28, 2025.)
• March 16, 2026 — Business Combination Deadline (The date by which BPGC Acquisition Corp. must complete an Initial Business Combination or liquidate.)
• $0.0001 — Par Value (Par value per Class A and Class B ordinary share.)
• $11.50 — Warrant Exercise Price (Initial exercise price per Public Warrant for one Class A Ordinary Share.)
• 5,933,333 — Private Placement Warrants (Number of warrants issued in the Private Placement.)

Key Players & Entities

• BPGC Acquisition Corp. (company) — Registrant, formerly Ross Acquisition Corp II
• Ross Holding Company LLC (company) — Sponsor of BPGC Acquisition Corp.
• Innovative Rocket Technologies, Inc. (company) — Proposed Initial Business Combination target (iRocket)
• SEC (regulator) — Securities and Exchange Commission
• NYSE (regulator) — New York Stock Exchange, where securities were delisted
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Account
• $345.0 million (dollar_amount) — Gross proceeds from Initial Public Offering
• $19.9 million (dollar_amount) — Total offering costs incurred in Initial Public Offering
• $1,840,606.50 (dollar_amount) — Aggregate market value of Class A ordinary shares at June 30, 2025
• March 16, 2026 (date) — Deadline for completing an Initial Business Combination

FAQ

Risk Factors

• Lack of Operations and Business Combination Uncertainty [high — operational]: BPGC Acquisition Corp. is a blank check company with no ongoing operations. Its primary activity is the search for an Initial Business Combination, which must be completed by March 16, 2026. Failure to do so will result in liquidation, posing a significant risk to investors.
• Material Weakness in Internal Controls [high — financial]: A material weakness in internal control over financial reporting has been identified. This could impact the company's ability to prepare timely and accurate financial statements, increasing the risk of errors and misstatements.
• Delisting and Lack of Market Quotation [high — market]: The company's securities have been delisted from the NYSE and are not quoted on an over-the-counter market. This severely limits liquidity and price discovery for its shares and warrants, negatively impacting investor access and potential returns.
• Low Market Valuation [medium — financial]: As of June 30, 2025, the aggregate market value of Class A ordinary shares outstanding was estimated at $1,840,606.50. This low valuation, relative to the IPO proceeds, suggests significant market skepticism or a lack of perceived value.
• Significant Offering Costs [medium — financial]: The Initial Public Offering incurred approximately $19.9 million in offering costs, including $12.1 million in deferred underwriting commissions. These costs reduce the net proceeds available for the business combination.

Industry Context

The Special Purpose Acquisition Company (SPAC) market has experienced significant volatility. While SPACs offer a faster route to public markets than traditional IPOs, they face intense scrutiny regarding deal quality, valuation, and post-combination performance. BPGC operates in this challenging environment, competing for suitable acquisition targets while managing its own operational and regulatory hurdles.

Regulatory Implications

BPGC Acquisition Corp. faces regulatory scrutiny due to its status as a blank check company and the identified material weakness in internal controls. Delisting from the NYSE and lack of OTC quotation also present compliance and disclosure challenges. The company must navigate SEC regulations to ensure timely and accurate filings and to facilitate a compliant business combination.

What Investors Should Do

1. Monitor the progress of the Initial Business Combination closely, as the March 16, 2026 deadline is critical.
2. Assess the financial health and operational viability of any potential target company identified by BPGC.
3. Evaluate the impact of the material weakness in internal controls on the reliability of financial reporting.
4. Consider the liquidity constraints and valuation implications arising from the delisting from the NYSE.
5. Understand the dilutive effects of outstanding warrants upon exercise.

Key Dates

• 2021-03-16: Initial Public Offering (IPO) — Raised $345.0 million, providing capital for the search for a business combination. Incurred significant offering costs.
• 2026-03-16: Business Combination Deadline — Critical deadline for completing an Initial Business Combination. Failure to do so will trigger liquidation, impacting investor capital.
• 2025-06-30: Market Value Calculation Date — Aggregate market value of Class A shares was $1,840,606.50, indicating a significant decline from IPO valuation.
• 2025-11-28: Shareholder Count Date — 4,455,614 Class A and 4,325,000 Class B ordinary shares outstanding, with Sponsor likely holding a significant portion of voting power.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing company. (BPGC Acquisition Corp. is a blank check company, meaning its current value and future prospects depend entirely on a successful business combination.)

Initial Business Combination

The acquisition or merger of an existing company by a special purpose acquisition company (SPAC) or blank check company. (This is the sole objective of BPGC Acquisition Corp.; failure to complete it by the deadline leads to liquidation.)

Redeemable Warrant

A financial instrument that gives the holder the right, but not the obligation, to purchase a company's stock at a specified price within a certain timeframe. (BPGC Acquisition Corp. issued warrants as part of its IPO units, which can impact future share count and dilution.)

Material Weakness

A deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. (The identified material weakness in BPGC's internal controls poses a risk to the accuracy and reliability of its financial reporting.)

Deferred Underwriting Commissions

A portion of underwriting fees that are paid out over time, typically upon the completion of a business combination for SPACs. (A significant portion of the offering costs ($12.1 million) were deferred underwriting commissions, impacting the net proceeds available for the business combination.)

Year-Over-Year Comparison

As this is a comprehensive 10-K filing to become current, direct year-over-year comparisons of operational metrics like revenue and net income are not applicable, as BPGC Acquisition Corp. has no operations. The filing highlights the significant event of its securities being delisted from the NYSE and the identification of a material weakness in internal controls, which are new and critical risk factors compared to prior periods.

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeema
• $11.50 — ordinary share at an exercise price of $11.50 per share Indicate by check mark if t
• $10.00 — eholders may receive only approximately $10.00 per Public Share, or less in certain ci
• $25,000 — . On January 22, 2021, our Sponsor paid $25,000, or approximately $0.003 per share, to
• $0.003 — Sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on
• $345.0 m — per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of
• $19.9 m — curring offering costs of approximately $19.9 million, of which approximately $12.1 mil
• $12.1 million — y $19.9 million, of which approximately $12.1 million was for deferred underwriting commissio
• $1.50 — rants, the " Warrants "), at a price of $1.50 per Private Placement Warrant, with our
• $8.9 million — per share, generating gross proceeds of $8.9 million. Upon the closing of the Initial Publ
• $345.0 million — lic Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds o

Filing Documents

• bpgcacq10k102225.htm (10-K) — 2052KB
• bpgcacqex3-1.htm (EX-3.1) — 478KB
• bpgcacqex4-5.htm (EX-4.5) — 158KB
• bpgcacqex19-1.htm (EX-19.1) — 58KB
• bpgcacqex21-1.htm (EX-21.1) — 4KB
• bpgcacqex31-1.htm (EX-31.1) — 10KB
• bpgcacqex31-2.htm (EX-31.2) — 10KB
• bpgcacqex32-1.htm (EX-32.1) — 4KB
• bpgcacqex32-2.htm (EX-32.2) — 4KB
• bpgcacqex97-1.htm (EX-97.1) — 35KB
• 0001185185-25-001886.txt ( ) — 8335KB
• bpgc-20241231.xsd (EX-101.SCH) — 60KB
• bpgc-20241231_cal.xml (EX-101.CAL) — 33KB
• bpgc-20241231_def.xml (EX-101.DEF) — 304KB
• bpgc-20241231_lab.xml (EX-101.LAB) — 416KB
• bpgc-20241231_pre.xml (EX-101.PRE) — 314KB
• bpgcacq10k102225_htm.xml (XML) — 891KB

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 74 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 74 Item 9A. Controls and Procedures. 74 Item 9B. Other Information. 75 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 75 PART III Item 10. Directors, Executive Officers and Corporate Governance. 76 Item 11. Executive Compensation. 84 Item 12. Security 85 Item 13. Certain Relationships and Related Transactions, and Director Independence. 86 Item 14. Principal Accounting Fees and Services. 88 PART IV Item 15. Exhibits, Financial Statement Schedules. 89 Item 16. Form 10-K Summary. 90

SIGNATURES

SIGNATURES 91 2 Table of Contents EXPLANATORY NOTE BPGC Acquisition Corp. (formerly known as Ross Acquisition Corp II, the " Company ") is filing this comprehensive annual report on Form 10-K for the fiscal years ended December 31, 2023 and 2024 and the quarterly periods ended March 31, 2024, June 30, 2024, September 30, 2024, March 31, 2025 and June 30, 2025 (the " Comprehensive Form 10-K " or " Annual Report ") as part of its effort to become current in its filing obligations under the Securities Exchange Act of 1934, as amended (the " Exchange Act "). This Comprehensive Form 10-K is our first periodic filing with the Securities and Exchange Commission (" SEC ") since the filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November 20, 2023. Included in this Comprehensive Form 10-K are our audited financial statements for the fiscal years ended December 31, 2023 and 2024, which have not been previously filed with the SEC. In addition, this Comprehensive From 10-K also includes select, unaudited quarterly financial information for 2024 and 2025. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report includes, and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the " Securities Act "), 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, readers can identify forward-looking statements by terminology su

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View this 10-K filing on SEC EDGAR