06/25/2026 | Press release | Distributed by Public on 06/25/2026 14:01
Item 1.02 Termination of 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, iRocket Merger Sub, LLC, a Delaware limited liability company, BPGC Merger Sub, Inc., a Delaware corporation, and Innovative Rocket Technologies Inc., a Delaware corporation ("iRocket"). The terms of the Merger Agreement were more fully described in BPGC's Current Report on Form 8-K filed with Securities and Exchange Commission on July 23, 2025.
On April 14, 2026, iRocket terminated the Merger Agreement by delivering written notice to BPGC pursuant to Section 10.01(c)(ii) thereof, which permitted such termination if the transactions contemplated thereby were not completed on or before March 16, 2026. As a result, the Merger Agreement is of no further force and effect (other than certain customary limited provisions that survive pursuant to the terms of the Merger Agreement), and the Support Agreement (as defined in the Merger Agreement) that was entered into in connection with the Merger Agreement also automatically terminated in accordance with its terms. Following the termination, BPGC and iRocket engaged in discussions for approximately eight weeks regarding a potential reinstatement of the Merger Agreement; however, the parties were unable to reach agreement on mutually acceptable terms.