BPGC Acquisition Corp. 8-K

What Happened
BPGC Acquisition Corp. announced that on January 6, 2026 its audit committee determined previously filed financial statements should no longer be relied upon because they did not properly reflect the voluntary conversion by Ross Holding Company LLC (the Sponsor) of 4,300,000 Class B ordinary shares into 4,300,000 Class A ordinary shares on March 15, 2024. The company will restate its audited financials for the year ended December 31, 2024 and unaudited quarterly information for the quarters ended March 31, 2024; June 30, 2024; September 30, 2024; March 31, 2025; and June 30, 2025, and will file an amended Form 10-K/A.

Key Details

• Date of audit committee determination: January 6, 2026; Form 8-K filed January 7, 2026.
• Conversion: 4,300,000 Class B ordinary shares converted to Class A on March 15, 2024.
• Restatement scope: balance sheets as of Dec 31, 2024 and the dates above; statements of change in shareholders’ deficit for the year ended Dec 31, 2024 and the listed quarters.
• Earnings per share: reported EPS values will not change, but weighted average shares outstanding will be adjusted and presented on an as‑adjusted basis in the amended filing.
• Controls: the company will report an additional material weakness in internal control over financial reporting and has begun remediation efforts.

Why It Matters
Restatements and a reported material weakness affect investors’ confidence in the accuracy of past financial reporting and the company’s internal controls. Although reported EPS will not change, the correction will alter the presentation of weighted shares outstanding and key balance sheet and equity disclosures for the affected periods. Investors should review the upcoming amended 10-K/A when filed to see the restated figures and the company’s remediation plan.