Material Agreement (Form 8-K)

Item 1.01 Entry Into A Material Definitive Agreement.

As previously disclosed, on July 22, 2025, BPGC Acquisition Corp., a Cayman Islands exempted company ("BPGC"), entered into an Agreement and Plan of Merger (as amended on October 6, 2025, October 30, 2025 and December 12, 2025, the "Merger Agreement"), with iRocket Technologies, Inc., a Delaware corporation ("Holdco"), iRocket Merger Sub, LLC, a Delaware limited liability company ("Holdco Merger Sub"), BPGC Merger Sub, Inc., a Delaware corporation ("Acquiror Merger Sub"), and Innovative Rocket Technologies Inc., a Delaware corporation (the "Company" or "iRocket").

On December 12, 2025, BPGC, Holdco, Holdco Merger Sub, Acquiror Merger Sub, and iRocket entered into that certain Third Amendment to Agreement and Plan of Merger (the "Merger Agreement Amendment"), pursuant to which Section 7.06(a) of the Merger Agreement was amended to extend the deadline for BPGC's securities to be qualified for quotation on the OTC Markets Group from ten (10) Business Days following the filing of the Multi-Year 10-K to December 31, 2025, or such later date as mutually agreed in writing by BPGC and the Company.

No other changes were made to the Merger Agreement. The foregoing description of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Additional Information and Where to Find It

In connection with the Business Combination, Holdco and the Company intend to file a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the "SEC"), which will include a proxy statement to BPGC shareholders and a prospectus for the registration of Holdco securities to be issued in connection with the Business Combination (as amended from time to time, the "Registration Statement"). After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of BPGC as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of BPGC and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about BPGC, Holdco, the Company and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, once available, at the SEC's website at www.sec.gov or by directing a request to: BPGC Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New York, New York 10036, Attn: Nadim Qureshi, Chairman, Chief Executive Officer and President. The information contained on, or that may be accessed through, the websites referenced in this Current Report on Form 8-K in each case is not incorporated by reference into, and is not a part of, this Current Report on Form 8-K.

BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF BPGC ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Participants in the Solicitation

BPGC, the Company, Holdco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of BPGC's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of BPGC's directors and officers in BPGC's SEC filings. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to BPGC's shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus for the proposed business combination when available. Information concerning the interests of the Company's, Holdco's and BPGC's participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the proxy statement/prospectus relating to the Business Combination when it becomes available.