Current Report · Items 5.03, 5.07, 8.01, 9.01 · 8-K
BPGC Acquisition Corp.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
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”).…
Company context
Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
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 5.07Item 5.07 - Submission of Matters to Vote
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
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8,633,204 3,340 1,350
Accordingly, the Extension Amendment Proposal
was approved.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events
In connection with the vote to approve the Extension
Amendment Proposal, the holders of 22,566 Class A ordinary shares of the Company properly exercised their right to redeem their shares
for cash at a redemption price of $12.21779105 per share, for an aggregate redemption amount of approximately $275,706.68. The Company
will redeem such shares for cash.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Description
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3.1 Amendment to Amended and Restated Memorandum and Articles of Association
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