Innovative Rocket Technologies Inc., a reusable space rocket developer, and BPGC Acquisition Corp., a special purpose acquisition company sponsored by The Hon. Wilbur Ross, the 39th U.S. Secretary of Commerce with more than 55 years of private equity and investment banking experience, and BPGC Management LP, an independent private equity firm dedicated to opportunistic buyouts and special situations transactions in the global industrials, materials and chemicals sectors, jointly announced today that they entered into a non-binding letter of intent for a proposed business combination. In connection with the closing of the contemplated transaction, the parties expect to apply to list iRocket on Nasdaq.
iRocket is poised to transform the space launch industry with next-generation reusability and advanced propulsion technology for aerospace and defense by making space launch more cost-effective and accessible for the rapidly growing commercial and national security space markets.
“We are more than a rocket company,” said Asad Malik, Founder and CEO of iRocket. “Our mission is to secure the future of U.S. defense and space capabilities. We believe that partnering with BPGC Management LP and Wilbur Ross will give us the strategic capital, network and governance to execute our mission at scale. They recognize that iRocket’s proprietary design and technologies have the potential to transform the economics and tactical capabilities of space launch, which is essential to national security.”
“iRocket represents a rare opportunity to back a company that is both visionary and execution-focused,” said The Hon. Wilbur Ross. “The team has developed breakthrough technology, and we believe iRocket is uniquely positioned to serve the U.S. defense industrial base, support allies and drive innovation across space and national security. We look forward to helping the company scale its operations, secure government contracts, and expand globally.”
Early iRocket investor Anne Dwane, Co-Founder and General Partner of Village Global LP (backed by Bill Gates, Eric Schmidt and Reid Hoffman), also commented, “We backed iRocket at inception, and have seen Asad and his team relentlessly innovate to dramatically reduce the cost of accessing space for both civilian and defense customers.”
Recondition, Reload, and Relaunch™ iRocket’s 100% reusability – based on its patented engine design – enables rapid, low-cost access to space, which is essential for meeting the high-frequency, high-volume demands of LEO constellations. iRocket will dramatically reduce launch costs, while responding to customer’s needs and making small satellite constellations and responsive space missions less expensive. This capability supports the growing needs of defense, commercial, and scientific customers for on-demand, tactically responsive access to space. iRocket’s reusability delivers a decisive competitive edge in the new space economy, unlocking markets for iRocket that expendable or partially reusable systems cannot profitably serve
Details of the Proposed Transaction:
The parties have agreed on certain key terms of the proposed business combination and executed a non-binding letter of intent. Under the terms of the letter of intent, iRocket and BPGC would become a combined entity, with iRocket’s existing shareholders exchanging their shares in iRocket for equity in the combined public company. The letter of intent contemplates a pre-money equity value of iRocket of $400 million, before potential earnouts based on share price performance. The parties will announce additional details regarding the proposed business combination when a definitive agreement is executed, which is expected to occur in the summer of this year, with a closing anticipated before year end.
No assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to the completion of due diligence, the negotiation of a definitive agreement providing for the proposed business combination, satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals, and other customary conditions.
Advisors
Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as the exclusive sell side advisor and lead capital markets advisor to iRocket. Greenberg Traurig LLP is serving as legal counsel to iRocket. White & Case LLP is serving as legal counsel to BPGC.
Additional Information and Where to Find It
If a definitive agreement is entered into in connection with the proposed business combination, a newly formed holding company, iRocket or BPGC will prepare a registration statement, including a proxy statement/prospectus, to be filed with the U.S. Securities and Exchange Commission (“SEC”). The proxy statement/prospectus will be mailed to BPGC’s shareholders. BPGC urges investors and other interested persons to read, when available, the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents will contain important information about the proposed business combination. Such persons can also read BPGC’s filings with the SEC for a description of the security holdings of its officers and directors and their respective interests as security holders in the consummation of the transactions described herein. The proxy statement statement/prospectus, once available, can be obtained, without charge, at the SEC’s web site (http://www.sec.gov).
About iRocket
Since 2018, iRocket is transforming rapid and responsive access to space with development of its Shockwave launch vehicle, which is uniquely designed for recovery and reuse of all of its stages. Just as airplanes fly multiple flights, we will Recondition, Reload, and Relaunch™ our rockets in under 24 hours. iRocket’s patented liquid rocket engines will maintain high efficiency through descent as well as ascent. Our engines will be fueled with sustainable liquid oxygen and methane, which burns cooler, imparts less stress on components, and further supports iRocket’s unique 24-hour turn-around time. Being on a leading edge with its rocket engine expertise, iRocket is also developing solid rocket motors that will transform boosters, missiles, and interceptors. For more about iRocket, visit www.irocketusa.com. You can also follow iRocket on LinkedIn @iRocket and on X (formerly Twitter) at @iRocketUSA @innovasad.
About BPGC Acquisition Corp.
BPGC Acquisition Corp. is a blank check company sponsored by BPGC Sponsor, LLC, whose members include BPGC Management LP and the Hon. Wilbur Ross. BPGC Management LP is an independent private equity firm dedicated to opportunistic buyouts and special situations transactions in the global industrials, materials and chemicals sectors. BPGC Management LP’s partners previously served in various leadership roles at Invesco Private Capital and WL Ross & Co., and share a deep heritage of successfully investing across multiple geographies for over 20 years. BPGC Management LP manages over $700 million in assets under management (AUM) and is headquartered in New York City.
