BM Acquisition Corp.

BM Acquisition Corp. 2025 Annual Report (10-K) Summary: Your Guide for Investors

Considering an investment in a Special Purpose Acquisition Company (SPAC)? This summary cuts through the jargon, offering a clear overview of BM Acquisition Corp.'s (BMAC) financial position and activities for the fiscal year ended December 31, 2025. As a SPAC, BMAC spent this period preparing for and launching its search for a suitable merger candidate. This report distills key information from the company's annual 10-K filing, highlighting its structure, strategy, financial status, and associated risks for retail investors.

Business Overview: What is BM Acquisition Corp.?

BM Acquisition Corp. (BMAC), a Special Purpose Acquisition Company (SPAC), formed in the Cayman Islands on May 9, 2025. Unlike traditional operating companies, BMAC's sole purpose is to raise capital through an Initial Public Offering (IPO) and then acquire and merge with an existing private company, effectively taking that private company public. For the fiscal year ending December 31, 2025, BMAC focused on its organizational setup and acquisition strategy, rather than generating revenue from operations.

BMAC completed its Initial Public Offering on July 1, 2025, offering 6,000,000 units at $10.00 per unit. Each unit typically includes one Class A ordinary share and a fraction of a warrant.

• Trust Account: BMAC deposited $60,000,000 of the IPO proceeds into a trust account managed by Citibank, N.A. and Odyssey Transfer and Trust Company. As of December 31, 2025, the trust account held approximately $60,100,000, including interest earned, which represents about $10.02 per public share. These funds are restricted; BMAC can only use them to complete a business combination, redeem shares, or liquidate the company.
• Operating Capital: After deducting underwriting discounts and offering expenses, BMAC allocated the remaining IPO proceeds for working capital and general corporate purposes, primarily to fund its search for a target company. As of December 31, 2025, BMAC held approximately $200,000 in cash outside the trust account.

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Results of Operations (Fiscal Year Ended December 31, 2025): As a non-operating SPAC, BMAC did not generate any revenue from its inception on May 9, 2025, through December 31, 2025. The company's activities centered on its formation, completing its IPO, and beginning the search for a prospective target business.

• Net Loss: BMAC reported a net loss of approximately $500,000 for the period from May 9, 2025 (inception) to December 31, 2025. General and administrative expenses, legal and accounting fees, and other costs associated with being a public company and identifying potential acquisition targets primarily drove this loss. These expenses are typical for a SPAC in its initial operational phase. As this is the company's first fiscal period, there are no year-over-year changes to report.

Financial Health, Liquidity, and Capital Resources (as of December 31, 2025): BMAC's financial condition reflects its substantial cash holdings in the trust account and limited operating capital.

• Cash in Trust Account: ~$60,100,000. These highly restricted funds are not available for general corporate purposes or to fund the search for a target business. BMAC primarily reserves them for completing a business combination or redeeming public shares.
• Cash Outside Trust Account: ~$200,000. This amount represents the company's working capital, available to cover operating expenses such as legal, accounting, due diligence, and administrative fees related to identifying and evaluating potential target businesses.
• Total Assets: ~$60,300,000, consisting mostly of the cash held in the trust account.
• Total Liabilities: ~$700,000, primarily accrued expenses for professional services and administrative costs incurred during the period.
• Shareholders' Equity (Deficit): ~$500,000 deficit, reflecting the net loss incurred since inception.

Management believes that its cash outside the trust account, combined with potential advances from the Sponsor or its affiliates, will sufficiently cover the company's working capital needs for the next 12 months as it continues its search for a business combination. The company carries no long-term debt.

Plan of Operations: BMAC's primary plan is to identify, evaluate, and complete an initial business combination. The company will leverage the expertise of its management team and board of directors to find suitable target companies. Currently, BMAC focuses on due diligence and negotiation with potential targets.

Future Outlook and Acquisition Strategy

BMAC's core mission is to identify and merge with a suitable private company.

• Geographic Focus: The company specifically targets businesses in Southeast Asia, including countries like Indonesia, Malaysia, Singapore, and Vietnam. BMAC chose this region for its rapid economic growth, young demographic, and dynamic business environment.
• Financial Criteria: BMAC aims to acquire companies with established operations, generating annual revenues between $15 million and $30 million.
• Industry Focus: The management team's expertise suggests a focus on sectors that can benefit from public market access and strategic growth initiatives within the region.
• Timeline for Business Combination: BMAC faces a strict deadline to complete a business combination:
  • Initial Deadline: The company must complete a merger within 18 months of its IPO date, by January 1, 2027.
  • Extension Option: The Sponsor can extend this deadline by up to three additional months (totaling 21 months) by depositing an additional $0.033 per public share into the trust account for each month of extension.

Competitive Position

BMAC's experienced management team is its primary asset, crucial for identifying and executing a successful business combination.

• Leadership: Key figures include Traviss Loong Kam Seng, known for entrepreneurial success and financial sector insights, and Loong Kam Hoong, who focuses on financial management and investment optimization.
• Expertise and Network: The team brings extensive experience in finance and business operations, coupled with a strong network across Southeast Asia. This is expected to facilitate access to exclusive, off-market deal opportunities.

Competitive Landscape: The market for attractive target businesses is highly competitive. BMAC competes with other SPACs, private equity funds, venture capital funds, and traditional strategic acquirers for acquisition opportunities. Its ability to differentiate itself through its management team's expertise, network, and efficient deal execution is critical to securing a desirable business combination.

Key Shareholder Information and Recent Developments

• Sponsor Investment: BM Global Capital (the "Sponsor") acquired 1,725,000 founder shares (Class B shares) at an initial price of $0.014 per share. The Sponsor also committed to purchasing 255,000 private placement units at $10.00 per unit, which include Class A shares and warrants.
• Share Transfers: The Sponsor transferred a portion of the founder shares to key executives and independent directors as compensation for their services.
• Leadership Changes: In August 2025, the Chief Operating Officer resigned due to personal commitments and returned 100,000 founder shares to the company.
• Share Conversion: Also in August 2025, BMAC converted most Class B founder shares into Class A ordinary shares. As of March 16, 2026 (the 10-K filing date), 1,724,999 Class A shares and 1 Class B share remained outstanding, held by the Sponsor and its affiliates. The public float consists of 6,000,000 Class A shares.

Key Risks for Investors

Investing in a SPAC like BMAC carries specific risks, particularly before a business combination is completed:

• Failure to Complete a Business Combination: The most significant risk is that BMAC may not identify or successfully merge with a suitable target company within its prescribed timeline. If this occurs, the company would liquidate, and public shareholders would receive their pro-rata portion of the trust account (approximately $10.02 per share as of Dec 31, 2025), but without any return on investment beyond the interest earned.
• Redemption Risk: Public shareholders have the right to redeem their shares for cash from the trust account in connection with a business combination or extension. High redemption rates could leave the combined company with insufficient capital.
• Dilution: The issuance of founder shares, private placement warrants, and potential future equity raises could dilute the ownership percentage and value of public shareholders.
• Valuation Risk: There is no guarantee that BMAC will acquire the selected target company at an attractive valuation, or that its business will perform as anticipated post-merger.
• Regulatory and Market Risks: Changes in SPAC regulations, market sentiment towards SPACs, or economic conditions in Southeast Asia could negatively impact the company's ability to find a target or the post-merger performance.
• Lack of Operating History: As a blank check company, BMAC has no operating history or established business model, making it difficult to evaluate its future prospects.

Conclusion

BM Acquisition Corp. represents an investment in its management team's ability to identify and execute a successful business combination in the dynamic Southeast Asian market. While the trust account provides a safety net for public shareholders, the investment's ultimate success hinges on the team's strategic execution and the acquired entity's performance. Investors should carefully consider the inherent risks associated with SPACs before making an investment decision.