Ross Acquisition II Corp.

09/18/2026 | Press release | Distributed by Public on 09/18/2026 15:01

Proxy Results, Amendments to Bylaws (Form 8-K)

Item 5.03 Amendment to Memorandum and Articles of Association.

As previously disclosed, on August 17, 2026, BPGC Acquisition Corp., a Cayman Islands exempted company (the "Company") filed a definitive proxy statement with the U.S. Securities and Exchange Commission (the "SEC") relating to an extraordinary general meeting of shareholders of the Company (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, shareholders approved an amendment (the "Extension Amendment") to the Company's amended and restated Memorandum and Articles of Association, as amended, to extend the date by which the Company has to consummate a business combination from September 16, 2026 to March 16, 2028 (the "Extension").

A copy of the Extension Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 16, 2026, the Company held the Extraordinary General Meeting to approve a proposal to amend the Company's Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate or effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses from September 16, 2026 to March 16, 2028 (the "Extension Amendment Proposal"), as more fully described in the proxy statement filed by the Company with the Securities and Exchange Commission on August 17, 2026.

Holders of 12,894 Class A ordinary shares of the Company, each with one vote per share, 4,325,000 Class B ordinary shares of the Company, each with one vote per share, and 430,000 Series C preference shares of the Company, each with ten votes per share, held as of July 30, 2026, the record date for the Extraordinary General Meeting, were present in person or by proxy, representing approximately 98% of the shares outstanding and 99% of the voting power, in each case as of the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business.

The voting results for the proposal was as follows:

The Extension Amendment Proposal

For Against Abstain
8,633,204 3,340 1,350

Accordingly, the Extension Amendment Proposal was approved.

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