BPGC Acquisition Corp. Files Annual Report, Reports Decrease in Net Income and Pursues Merger with iRocket

BPGC Acquisition Corp., formerly known as Ross Acquisition Corp II, has filed its comprehensive annual report on Form 10-K for the fiscal years ending December 31, 2023, and 2024, as well as quarterly periods through June 30, 2025. The filing aims to bring the company current with its obligations under the Securities Exchange Act of 1934. The report includes audited financial statements for the two fiscal years and select unaudited quarterly financial information for 2024 and 2025.

For the fiscal year ended December 31, 2024, BPGC reported a net income of approximately $4.2 million, a decrease from the $4.5 million net income reported for 2023. The 2024 income was primarily driven by $3.6 million in debt forgiveness and $1.2 million in income from investments held in the Trust Account, offset by $0.8 million in non-operating losses related to the change in fair value of derivative warrant liabilities. The company has experienced fluctuations in its financial performance, with a notable net income of $14.9 million in 2022, largely due to gains from the change in fair value of derivative warrant liabilities.

Strategically, BPGC is pursuing a business combination with Innovative Rocket Technologies, Inc. (iRocket), which aims to revolutionize access to space through its Shockwave launch vehicle. The merger agreement, signed on July 22, 2025, outlines a two-step merger process that will result in iRocket becoming a wholly-owned subsidiary of BPGC. However, the company has faced challenges, including a delisting from the NYSE effective April 15, 2024, due to its failure to complete a business combination within the required three-year timeframe following its initial public offering.

Operationally, BPGC has seen significant redemptions of Public Shares in connection with various extensions granted to complete its Initial Business Combination. For instance, during the First Extension Meeting in March 2023, shareholders redeemed approximately 28.1 million Public Shares for a total of $287.7 million. As of October 31, 2025, the company had approximately $1.86 million remaining in its Trust Account, significantly limiting its financial resources for future business combinations. The company has also identified material weaknesses in its internal controls over financial reporting, which it is actively working to remediate.

Looking ahead, BPGC has until March 16, 2026, to complete the Proposed Business Combination or another Initial Business Combination. If it fails to do so, the company will be required to liquidate and redeem Public Shares at an estimated value of $10.00 per share, or potentially less. The company’s management has expressed uncertainty regarding its ability to meet this deadline, particularly given the current market conditions and the limited cash available in the Trust Account.