View Full Company Profile

BPGC Acquisition Corp.

CIK: 1841610 Filed: November 28, 2025 10-K

Key Highlights

  • BPGC Acquisition Corp. is a shell company (SPAC) focused on merging with a private entity.
  • Their current target for a "Proposed Business Combination" is Innovative Rocket Technologies, Inc. (iRocket).
  • The company has a history of delayed financial filings, with this 10-K covering 2023, 2024, and parts of 2025 to catch up.
  • As of late 2025, approximately 4.46 million Class A shares and 4.33 million Class B shares were outstanding.
  • Class A shares were valued at an estimated $1.84 million as of June 30, 2025.

Financial Analysis

BPGC Acquisition Corp. Annual Report - How They Did This Year

Hey there! Let's break down BPGC Acquisition Corp.'s year.

First off, it's important to know that BPGC Acquisition Corp. (which used to be called Ross Acquisition Corp II) is what's known as a "shell company." Think of it like an empty box listed on the stock market. Its main job is to find a private company to merge with, essentially bringing that private company public.

This annual report, called a Form 10-K, covers the year that ended on December 31, 2024. The company has been behind on its financial filings. This report is a comprehensive one, covering not just 2024 but also 2023 and some quarters in 2024 and 2025, all to catch up with the SEC. This is their first major filing since late 2023.

They're currently looking to merge with a company called Innovative Rocket Technologies, Inc., or "iRocket" for short. This is their "Proposed Business Combination."

As of June 30, 2025, the market value of their main shares (Class A ordinary shares) was estimated at about $1.84 million. By November 28, 2025, there were roughly 4.46 million Class A shares and 4.33 million Class B shares outstanding.

They also have different types of securities available, including "Units" (which are a package deal of one Class A share and a part of a warrant), individual Class A shares, and "Redeemable warrants" (which give you the right to buy a Class A share later at $11.50 each).

Because they're still in this "shell company" phase, they're considered a "non-accelerated filer," a "smaller reporting company," and an "emerging growth company." They haven't been consistently filing all their reports on time.

Key Takeaways:

  • BPGC Acquisition Corp. is a shell company (SPAC) focused on merging with a private entity.
  • Their current target for a "Proposed Business Combination" is Innovative Rocket Technologies, Inc. (iRocket).
  • The company has a history of delayed financial filings, with this comprehensive 10-K aiming to catch up on reports from 2023, 2024, and parts of 2025.
  • As of late 2025, the company had approximately 4.46 million Class A shares and 4.33 million Class B shares outstanding, with Class A shares valued at an estimated $1.84 million as of June 30, 2025.
  • They offer various securities, including Units, Class A shares, and Redeemable warrants.

Risk Factors

  • The company has a history of delayed financial filings and has not consistently filed reports on time.
  • As a shell company, it is classified as a "non-accelerated filer," "smaller reporting company," and "emerging growth company."
  • Its primary business objective relies on successfully completing a merger with a private company.

Why This Matters

For investors, this 10-K filing from BPGC Acquisition Corp. is critical because it provides the first comprehensive look at a highly speculative investment vehicle: a Special Purpose Acquisition Company (SPAC). As a shell company, BPGC's value is tied almost entirely to its ability to successfully merge with Innovative Rocket Technologies (iRocket). This report confirms the target and provides a snapshot of the company's financial and share structure, which is essential for understanding the potential upside and significant downside risks associated with pre-merger SPACs.

The history of delayed financial filings is a major red flag that investors must consider. While the company is now catching up with the SEC, consistent delays can signal operational inefficiencies, governance issues, or even deeper financial problems. Such a track record can erode investor confidence, potentially impact stock liquidity, and even raise questions about the company's ability to meet future regulatory requirements. The 'non-accelerated filer' and 'emerging growth company' statuses further underscore the higher risk and reduced transparency compared to more established public companies.

Furthermore, the details on outstanding shares (4.46 million Class A, 4.33 million Class B) and the estimated Class A share value of $1.84 million (as of June 30, 2025) provide a baseline for evaluating the potential post-merger entity. Investors should scrutinize iRocket's business plan and financials, as the success of this combination will dictate the future value of these shares. The presence of Units and Redeemable warrants also adds complexity, requiring investors to understand potential dilution and future capital calls.

What Usually Happens Next

Following this comprehensive 10-K, the immediate focus for BPGC Acquisition Corp. and its investors will be the progression of the proposed business combination with Innovative Rocket Technologies (iRocket). The next critical milestone is typically the filing of a definitive proxy statement (Form S-4) with the SEC, which will contain detailed information about iRocket, the merger terms, and a date for a shareholder vote. Investors should closely monitor this filing for crucial financial projections, risk factors, and the valuation methodology used for iRocket.

Once the S-4 is declared effective, BPGC will schedule a special meeting for its shareholders to vote on the proposed merger. This is a pivotal moment, as shareholders also have the option to redeem their Class A shares for a portion of the trust account prior to the merger's completion. The level of redemptions is a key indicator for investors, as high redemptions can significantly reduce the cash available to iRocket post-merger, potentially impacting its growth plans and future performance. A successful vote and low redemptions are positive signs.

If the merger is approved and closes, BPGC Acquisition Corp. will cease to exist, and iRocket will become a publicly traded company, likely under a new ticker symbol. Investors should then shift their attention to iRocket's operational execution, financial results, and its ability to deliver on its business plan as a standalone public entity. Given BPGC's history of delayed filings, investors should also closely watch iRocket's post-merger compliance with SEC reporting requirements to ensure timely and transparent financial disclosures.

Financial Metrics

Estimated Market Value of Class A Shares ( June 30, 2025) $1.84 million
Class A Shares Outstanding ( Nov 28, 2025) 4.46 million
Class B Shares Outstanding ( Nov 28, 2025) 4.33 million
Redeemable Warrant Exercise Price $11.50

Document Information

Analysis Processed

December 23, 2025 at 03:48 AM

Important Disclaimer

This AI-generated analysis is for informational purposes only and does not constitute financial or investment advice. Always consult with qualified professionals and conduct your own research before making investment decisions.