Ross Acquisition II Corp.

09/26/2024 | Press release | Distributed by Public on 09/26/2024 15:08

Proxy Results Form 8 K

Item 5.03
Amendment to Memorandum and Articles of Association.

As previously disclosed, on September 10, 2024, BPGC Acquisition Corp. (f/k/a Ross Acquisition Corp II), 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 two amendments to the Company's Amended and Restated Memorandum and Articles of Association.

The first amendment (the "Extension Amendment") extended the date by which the Company has to consummate a business combination from September 16, 2024 to March 16, 2026 (the "Extension"). The second amendment (the "Name Change Amendment") (i) changed of name of the Company from Ross Acquisition Corp II to "BPGC Acquisition Corp."; and (ii) amended the Company's Amended and Restated Articles of Association to reflect such change of name of the Company.

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.

A copy of the Name Change Amendment is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated herein by reference.