Overview
- TickerROSS1
- IndustryBlank Checks1
- HeadquartersNew York, New York1
- Incorporated inCayman Islands3
- Business address1177 Avenue Of The Americas, 5Th Floor, New York, Ny 100363
- Filer category, Emerging growth company3
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Share at an initial exercise price of $11.50 per share, generating gross proceeds of $8.9 million.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative expenses | $2.8M | $689.7K |
| Loss from operations | -$2.8M | -$689.7K |
| Change in fair value of derivative warrant liabilities | -$13.2M | -$772.1K |
| Income from interest in operating account | $0 | $5 |
| Gain from extinguishment of deferred underwriting commissions | $457.6K | $0 |
| Gain from extinguishment of liabilities | $0 | $4.5M |
| Income from investments held in Trust Account | $56.7K | $1.2M |
| Net (loss) income | -$15.5M | $4.2M |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.2
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Prepaid expenses | $7.8K | $2.5K | |
| Total current assets | $7.8K | $2.5K | |
| Cash held in Trust Account | $1.9M | $1.8M | |
| Total Assets | $1.9M | $1.8M | |
| Accounts payable | $1.1M | $1.2M | |
| Accrued expenses | $3.2M | $527.0K | |
| Due to related party | $279.2K | $0 | |
| Total current liabilities | $4.6M | $1.7M | |
| Derivative warrant liabilities | $15.0M | $1.8M | |
| Deferred underwriting commissions | $0 | $6.0M | |
| Total liabilities | $19.6M | $9.6M | |
| Commitments and Contingencies (see Note 5) | $0 | $0 | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 155,614 and 155,614 shares at redemption value of approximately $11.36 and $11.00 per share as of December 31, 2025 and 2024, respectively | $1.8M | $1.7M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Additional paid-in capital | $8.9M | $3.3M | |
| Accumulated deficit | -$28.3M | -$12.7M | |
| Total shareholders deficit | -$19.5M | -$9.5M | -$15.1M |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | $1.9M | $1.8M | |
| Ordinary shares subject to possible redemption (in Shares) | 155.6K shares | ||
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | |
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Prepaid expenses | $7.8K | $2.5K | |
| Total current assets | $7.8K | $2.5K | |
| Cash held in Trust Account | $1.9M | $1.8M | |
| Total Assets | $1.9M | $1.8M | |
| Accounts payable | $1.1M | $1.2M | |
| Accrued expenses | $3.2M | $527.0K | |
| Due to related party | $279.2K | $0 | |
| Total current liabilities | $4.6M | $1.7M | |
| Derivative warrant liabilities | $15.0M | $1.8M | |
| Deferred underwriting commissions | $0 | $6.0M | |
| Total liabilities | $19.6M | $9.6M | |
| Commitments and Contingencies (see Note 5) | $0 | $0 | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 155,614 and 155,614 shares at redemption value of approximately $11.36 and $11.00 per share as of December 31, 2025 and 2024, respectively | $1.8M | $1.7M | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding as of December 31, 2025 and 2024 | $0 | $0 | |
| Additional paid-in capital | $8.9M | $3.3M | |
| Accumulated deficit | -$28.3M | -$12.7M | |
| Total shareholders deficit | -$19.5M | -$9.5M | -$15.1M |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders Deficit | $1.9M | $1.8M | |
| Ordinary shares subject to possible redemption (in Shares) | 155.6K shares | ||
| Preference shares, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preference shares, shares authorized (in Shares) | 1.0M shares | 1.0M shares | |
| Preference shares, shares issued (in Shares) | 0 shares | 0 shares | |
| Preference shares, shares outstanding (in Shares) | 0 shares | 0 shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.2
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net (loss) income | -$15.5M | $4.2M |
| Change in fair value of derivative warrant liabilities | $13.2M | $772.1K |
| Income from investments held in Trust Account | -$56.7K | -$1.2M |
| Gain on Forfeiture Deferred Underwriting Commission | -$457.6K | $0 |
| Gain from extinguishment of liabilities | $0 | -$4.5M |
| Prepaid expenses | -$5.3K | $0 |
| Accounts payable | -$105.4K | $590.6K |
| Accrued expenses | $2.7M | -$2 |
| Net cash used in operating activities | -$279.2K | -$99.0K |
| Cash withdrawn from trust in connection with redemption | $0 | $55.1M |
| Cash deposited in Trust Account | $0 | -$630.3K |
| Net cash provided by investing activities | $0 | $54.5M |
| Proceeds from note payable | $0 | $0 |
| Proceeds from note payable - related party | $0 | $630.3K |
| Proceeds from due to related party | $279.2K | $98.8K |
| Repayment of due to related party | $0 | -$10.2K |
| Redemption of Class A shares | $0 | -$55.1M |
| Net cash used in (provided by) financing activities | $279.2K | -$54.4M |
| Net change in cash | $0 | -$10.4K |
| Capital contribution from related party for debt cancellation | $0 | $3.3M |
No quarter-by-quarter statement was filed.
Corporate structure
BPGC Acquisition Corp. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of BPGC Acquisition Corp.
- First Trust Capital Management L.P. Filed SC 13G/A on BPGC Acquisition Corp., latest Nov 14, 2024 (2 filings since Feb 14, 2024)
- GLAZER CAPITAL, LLC Filed SC 13G/A on BPGC Acquisition Corp., latest Nov 14, 2024 (5 filings since Feb 14, 2023)
- Radcliffe Capital Management, L.P. Filed SC 13G/A on BPGC Acquisition Corp., latest Jun 28, 2024 (2 filings since Mar 14, 2023)
- Westchester Capital Management, LLC Filed SC 13G on BPGC Acquisition Corp., latest Feb 14, 2024
- Mizuho Financial Group Filed SC 13G on BPGC Acquisition Corp., latest Feb 13, 2024
- Magnetar Financial LLC Filed SC 13G/A on BPGC Acquisition Corp., latest Jan 26, 2024 (3 filings since Jan 21, 2022)
- Ross Holding Co LLC Filed SC 13G on BPGC Acquisition Corp., latest Feb 14, 2022
- BPGC Acquisition Corp. New York, New York
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What BPGC Acquisition Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
We currently maintain our executive offices at 1177 Avenue of the Americas, 5th Floor, New York, NY 10036. The cost for this space is included in the $10,000 per month fee that we are required to pay our Sponsor for office space, administrative and support services.
Item 2 of the 10-K filed Mar 31, 2026.4
Leadership
Who has led BPGC Acquisition Corp., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief financial officerStephen J. Toy Mar 11, 2021 to Sep 23, 202110
Board members and other officers (6)
- Head of M&ANadim Z. Qureshi Mar 11, 2021 to Sep 23, 202110
- Board memberEdward A. Snyder Mar 11, 2021 to Mar 11, 202111
- Board memberLawrence Kudlow Mar 11, 2021 to Mar 11, 202112
- Board memberNadim Z. Qureshi Mar 11, 2021 to Sep 23, 202110
- Board memberStephen J. Toy Mar 11, 2021 to Sep 23, 202110
- Board memberWilliam Waldorf Astor Iii. Mar 11, 2021 to Mar 11, 202113
Former names
- Ross Acquisition Corp IIFeb 2, 2021 to Sep 13, 20243
Timeline
- Sep 18, 20268-K Bylaws or fiscal year changed; Shareholder vote; Other events14
- Jun 25, 20268-K Ended a material agreement15
- Mar 19, 20268-K Bylaws or fiscal year changed; Shareholder vote; Other events16
- Jan 7, 20268-K Earlier financial statements no longer reliable17
- Dec 18, 20258-K Entered a material agreement18
- Nov 12, 20258-K Regulation FD disclosure19
- Nov 5, 20258-K Entered a material agreement20
- Oct 10, 20258-K Entered a material agreement21
- Jul 23, 20258-K Entered a material agreement; Regulation FD disclosure22
- Jun 2, 20258-K Regulation FD disclosure23
- Sep 26, 20248-K Bylaws or fiscal year changed; Shareholder vote; Other events24
- Mar 18, 20248-K Listing notice or transfer; Other events25
Filings
104 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 26 major events, 15 large holders, 47 other. The latest 20:
- Sep 18, 20268-K EDGAR
- Sep 14, 202610-Q EDGAR
- Aug 17, 2026DEF 14A EDGAR
- Aug 17, 2026NT 10-Q EDGAR
- Aug 7, 2026PRE 14A EDGAR
- Jul 24, 202610-Q EDGAR
- Jun 25, 20268-K EDGAR
- May 18, 2026NT 10-Q EDGAR
- Mar 31, 202610-K EDGAR
- Mar 19, 20268-K EDGAR
- Mar 9, 2026DEF 14A EDGAR
- Feb 26, 2026PRE 14A EDGAR
- Jan 20, 2026425 EDGAR
- Jan 7, 202610-Q EDGAR
- Jan 7, 202610-K/A FORM 10-K/A1 EDGAR
- Jan 7, 20268-K EDGAR
- Dec 18, 2025425 FORM 8-K/425 EDGAR
- Dec 18, 20258-K FORM 8-K/425 EDGAR
- Nov 28, 202510-K EDGAR
- Nov 12, 2025425 FORM 8-K EDGAR
The 104 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- First Trust Capital Management L.P.SC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 202426
- GLAZER CAPITAL, LLCSC 13G/A, 5 filings Feb 14, 2023 to Nov 14, 202427
- Radcliffe Capital Management, L.P.SC 13G/A, 2 filings Mar 14, 2023 to Jun 28, 202428
- Westchester Capital Management, LLCSC 13G, 1 filing Feb 14, 202429
- Mizuho Financial GroupSC 13G, 1 filing Feb 13, 202430
- Magnetar Financial LLCSC 13G/A, 3 filings Jan 21, 2022 to Jan 26, 202431
- Ross Holding Co LLCSC 13G, 1 filing Feb 14, 202232
SEC filer profile
How BPGC Acquisition Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARBPGC Acquisition Corp.1
- CIK0001841610
- Employer ID (EIN)98-15785574
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company4
- Incorporated inCayman Islands4
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address1177 Avenue Of The Americas, 5Th Floor, New York, NY 100361
- Phone347-439-66641
- Shares outstanding110,419 Common Class A shares; 4,325,000 Common Class B shares as of Mar 30, 20264
- Public float$1.8M as of Jun 30, 20254
- AuditorWithumSmith+Brown, PC, New York, New York PCAOB ID 100; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceFeb 2, 20211
- Filings130 in all: 8-K (29), 425 (14), 10-Q (12), NT 10-Q (8), SC 13G/A (8), SC 13G (7), DEF 14A (6), PRE 14A (6)1
All 28 form types
CORRESP (5), DEFA14A (5), UPLOAD (5), 10-K (4), 3 (4), NT 10-K (2), S-1/A (2), 10-K/A (1), 10-Q/A (1), 25-NSE (1), 3/A (1), 4 (1), 424B4 (1), 8-A12B (1), 8-K/A (1), CERT (1), EFFECT (1), NT 10-Q/A (1), PRER14A (1), S-1 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Sep 14, 2026
Proxy statement (DEF 14A) Aug 17, 2026
Latest 8-K (8-K) Sep 18, 2026
Risk factors and legal proceedings
The risks BPGC Acquisition Corp. names in Item 1A of its 10-K filed Mar 31, 2026: 75 risks under these headings, as written.4
- Risks Related to our Operations
- The Company is not in compliance with SEC reporting requirements under the Exchange Act. Our failure to prepare and timely file periodic reports with the SEC limits our access to the public markets to raise debt or equity capital. If we are unable to regain and maintain compliance with SEC reporting requirements, there will be a material adverse effect on us and our investors.
- The Company’s securities have been delisted from the NYSE. As of the date of this Annual Report, the Company’s securities are not quoted on an over-the-counter market. The Company and its shareholders face significant, material adverse consequences as a result of the Company’s continued delisting.
- Holdco, or another, post-Initial Business Combination company may be unable to list its securities on NYSE, Nasdaq or another national securities exchange either in connection with or following the closing of the Proposed Business Combination or another Initial Business Combination.
- We have identified a material weakness in our internal control over financial reporting. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.
- We may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.
- Risks Relating to Our Business and the Initial Business Combination
- Although we intend to seek shareholder approval in connection with the Proposed Business Combination, our shareholders may not be afforded an opportunity to vote on another proposed Initial Business Combination, and even if we seek shareholder approval, our Sponsor owns enough shares to assure approval of any related proposal, which means we may complete the Proposed Business Combination or another Initial Business Combination, even though a majority of our shareholders do not support such a combination.
- Our public shareholders’ only opportunity to affect the investment decision regarding the Proposed Business Combination or another potential Initial Business Combination, will be limited to the exercise of their right to redeem their Public Shares from us for cash.
- If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor and members of our management team have agreed to vote in favor of such Initial Business Combination, regardless of how our Public Shareholders vote. As our Sponsor owns 97.5% of our ordinary shares, we will obtain shareholder approval of the Proposed Business Combination, or any other Initial Business Combination, regardless of how Public Shareholders vote.
- The ability of our remaining Public Shareholders to redeem their Public Shares for cash, and the completed redemptions of Public Shares in connection with the Extensions, may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an Initial Business Combination with a target, if we do not complete the Proposed Business Combination.
- The ability of our remaining public shareholders to exercise redemption rights with respect to our Public Shares, and the completed redemptions of Public Shares in connection with the adoption of the Extensions, may not allow us to complete the most desirable Initial Business Combination or optimize our capital structure.
The other 65 risks
- The ability of our remaining public shareholders to exercise redemption rights with respect to our Public Shares, and the completed redemptions of Public Shares in connection with the adoption of the Extensions, could increase the probability that our Initial Business Combination, would be unsuccessful and that shareholders would have to wait for liquidation in order to redeem their shares.
- If we do not complete the Proposed Business Combination, our search for another Initial Business Combination, and any target business (including iRocket) with which we ultimately consummate an Initial Business Combination, may be materially adversely affected by events that are outside of our control, such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.
- Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an Initial Business Combination target if we do not complete the Proposed Business Combination, our ability to complete the Proposed Business Combination or another Initial Business Combination, and/or our business, financial condition and results of operations following completion of the Proposed Business Combination or another Initial Business Combination.
- If we do not complete the Proposed Business Combination, the requirement that we consummate an Initial Business Combination by September 16, 2026 may give potential target businesses leverage over us in negotiating an Initial Business Combination and may limit the time we have in which to conduct due diligence on potential Initial Business Combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our Initial Business Combination on terms that would produce value for our shareholders.
- We may not be able to complete the Proposed Business Combination or another Initial Business Combination by September 16, 2026, in which case we may be required to cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.
- There are no assurances that the Fifth Extension will enable us to complete the Proposed Business Combination or another Initial Business Combination.
- If we seek shareholder approval of our Initial Business Combination, as we expect to do in connection with the Proposed Business Combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase Public Shares or Public Warrants, which may influence a vote on a and reduce the public “float” of our Public Shares or Public Warrants.
- If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our Initial Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- A shareholder will not be entitled to protections normally afforded to investors of many other blank check companies.
- If we seek shareholder approval of our Initial Business Combination, as we intend to do in connection with the Proposed Business Combination, and we do not conduct redemptions pursuant to the tender offer rules, and if a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of our Public Shares, they will lose the ability to redeem all such shares in excess of 15% of our Public Shares.
- Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete the Proposed Business Combination or another Initial Business Combination. If we have not consummated the Proposed Business Combination or another Initial Business Combination within the required time period, our Public Shareholders may receive only approximately $10.00 per Public Share, or less in certain circumstances, on the liquidation of our Trust Account and our Warrants will expire worthless.
- Because the remaining net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the Trust Account are insufficient to allow us to operate until at least September 16, 2026, we may be unable to complete the Proposed Business Combination or another Initial Business Combination, and we will depend on loans from our Sponsor, its affiliates or members of our management team to fund our search and to complete the Proposed Business Combination or another Initial Business Combination.
- Subsequent to our completion of the Proposed Business Combination or another Initial Business Combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause investors to lose some or all of their investment.
- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per Public Share.
- Our directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Shareholders.
- We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
- If, after we distribute the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
- If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.
- If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Proposed Business Combination or another Initial Business Combination.
- Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete the Proposed Business Combination or another Initial Business Combination.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their Public Shares.
- We may not hold another annual meeting (or extraordinary general meeting in lieu of annual meeting) of shareholders until after the consummation of the Proposed Business Combination or another Initial Business Combination, which could delay the opportunity for our shareholders to elect directors.
- If we do not complete the Proposed Business Combination with iRocket, when we look for an alternate business combination target, we will not be limited to evaluating a target business in a particular industry sector, investors will be unable to ascertain the merits or risks of any particular target business’s operations.
- We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our Initial Business Combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our Initial Business Combination may not have attributes entirely consistent with our general criteria and guidelines.
- We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, investors may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.
- We may only be able to complete one Initial Business Combination with the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, as reduced by the redemptions in connection with the Extensions, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
- If we do not complete the Proposed Business Combination, we may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our Initial Business Combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
- We are attempting to complete the Proposed Business Combination with iRocket, a private company, and if we do not complete the Proposed Business Combination, we may attempt to complete our Initial Business Combination with a private company about which little information is available, which may result in an Initial Business Combination with iRocket or another company that is not as profitable as we believed, if at all.
- Our management will not maintain control of iRocket after the Proposed Business Combination, and if we do not complete the Proposed Business Combination, may not be able to maintain control of another target business after another Initial Business Combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
- We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Proposed Business Combination or another Initial Business Combination even though almost all of the Public Shares issued in our Initial Public Offering have already been redeemed.
- We may be unable to obtain additional financing to complete the Proposed Business Combination or another Initial Business Combination or to fund the operations and growth of iRocket or another target business, which could compel us to restructure or abandon the Proposed Business Combination or another Initial Business Combination.
- Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination with some prospective target businesses.
- Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate the Proposed Business Combination or another Initial Business Combination, require substantial financial and management resources, and increase the time and costs of completing an Initial Business Combination.
- If we pursue a target company with operations or opportunities outside of the United States for our Initial Business Combination, as with the Proposed Business Combination, we may face additional burdens in connection with investigating, agreeing to and completing the Proposed Business Combination or such other Initial Business Combination, and if we effect the Proposed Business Combination or such other Initial Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations.
- We have in the past sought, and if the Proposed Business Combination is not completed, may in the future seek, business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
- As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. If we do not consummate the Proposed Business Combination, this could increase the cost of any other Initial Business Combination and could even result in our inability to find a target or to consummate an Initial Business Combination.
- Risks Relating to Ownership of Our Securities
- We may not be able to complete the Proposed Business Combination or another Initial Business Combination if the proposed transaction is subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.
- If we have not consummated the Proposed Business Combination or another Initial Business Combination by September 16, 2026, our Public Shareholders may be forced to wait beyond September 16, 2026 before redemption from our Trust Account.
- Shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate its investment, an investor may be forced to sell its Public Shares or Public Warrants, potentially at a loss.
- The nominal purchase price paid by our Sponsor for the Founder Shares and Preference Shares may result in significant dilution to the implied value of your Public Shares upon the consummation of the Proposed Business Combination or another Initial Business Combination.
- The value of the Founder Shares and Class A Conversion Shares following completion of the Proposed Business Combination or another Initial Business Combination is likely to be substantially higher than the price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share.
- Holders of Public Shares will not be entitled to vote on any election of directors we hold prior to the completion of the Proposed Business Combination or another Initial Business Combination.
- The Class A Ordinary Shares issuable upon exercise of the Warrants are not registered under the Securities Act or any state securities laws at this time, and no such registration may be in place when an investor desires to exercise Warrants, thus precluding such investor from being able to exercise its Warrants except on a cashless basis and potentially causing such Warrants to expire worthless.
- In connection with the Proposed Business Combination the Warrants will, and in connection with any other Initial Business Combination, the Warrants may, become exercisable and redeemable for a security other than the Class A Ordinary Shares, and investors will not have any information regarding such other security at this time.
- We, or the surviving company, may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Proposed Business Combination or another Initial Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.
- We may amend the terms of the Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 65% of the then-outstanding Public Warrants. As a result, the exercise price of Warrants could be increased, the exercise period could be shortened and the number of our Class A Ordinary Shares purchasable upon exercise of a Warrant could be decreased, all without warrant holder approval.
- Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.
- We may redeem unexpired Warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their Warrants worthless.
- Because each Unit contains one-third of one Public Warrant and only a whole Warrant may be exercised, the Units may be worth less than Units of other blank check companies.
- Our Warrants may have an adverse effect on the market price of our Class A Ordinary Shares and make it more difficult to effectuate the Proposed Business Combination or another Initial Business Combination.
- A provision of our warrant agreement may make it more difficult for us to consummate the Proposed Business Combination or another Initial Business Combination.
- Our Warrants are accounted for as liabilities and the changes in value of our Warrants could have a material effect on our financial results and thus may have an adverse effect on the market price of our securities.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- Risks Relating to Our Management
- We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
- Our ability to successfully effect the Proposed Business Combination or another Initial Business Combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us or the combined company following the Proposed Business Combination or another Initial Business Combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
- We may have a limited ability to assess the management of iRocket or another prospective target business and, as a result, may complete the Proposed Business Combination or another Initial Business Combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
- The officers and directors of iRocket or another acquisition target may resign upon completion of the Proposed Business Combination oranother Initial Business Combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
- Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our Initial Business Combination.
- Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
- If we do not complete the Potential Business Combination with iRocket, we may engage in an Initial Business Combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or initial shareholders which may raise potential conflicts of interest.
- Since our Sponsor, executive officers and directors will lose their entire investment in us if the Proposed Business Combination or another Initial Business Combination is not completed (other than with respect to Public Shares they may hold), a conflict of interest may arise in determining whether iRocket or another particular business combination target is appropriate for our Initial Business Combination.
- Unlike some other similarly structured blank check companies, our Sponsor will receive additional Class A Ordinary Shares if we issue shares to consummate an Initial Business Combination other than the Proposed Business Combination.
- Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete the Proposed Business Combination or another Initial Business Combination.
- General Risk Factors
Legal proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this Annual Report.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 11SEC EDGAREdward A. Snyder, Board member
- 12SEC EDGARLawrence Kudlow, Board member
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- 15SEC EDGAREnded a material agreement
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- 18SEC EDGAREntered a material agreement
- 19SEC EDGARRegulation FD disclosure
- 20SEC EDGAREntered a material agreement
- 21SEC EDGAREntered a material agreement
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- 23SEC EDGARRegulation FD disclosure
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