BMOK 10-K & 10-Q changes, risk factors and insider trading
BM Acquisition Corp. · Blank Checks · CIK 2071607 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Controls and Procedures”
New heading “Quantitative and Qualitative Disclosures about Market Risk”
New heading “Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results”
Removed heading “Off-Balance Sheet Financing Arrangements”
Largest changes
“As of the date of this prospectus, we do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and do not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.”see in full comparison
“Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results”see in full comparison
“We are not currently required to certify the effectiveness of our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2026. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. …”see in full comparison
Full comparison: every changed paragraph (32)
We
are a blank check company incorporated under the laws of the Cayman Islands on May 9, 2025 as an exempted company with limited liability
for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar
business combination
with one or more target businesses. Our efforts to identify a prospective target business will not be limited to
a particular industry
or geographic location, except that we aim to acquire an operating business primarily located in Southeast Asia
that generates annual
revenues between $15 million and $30 million and that we will not pursue a prospective target company based in
or having the majority
of its operations in China. We intend to utilize cash derived from the proceeds of ourthis proposed initial public
offering (the “Proposed Offering”),offering, our securities, debt or a combination
of cash, securities and debt, in effecting our
initial business combination. The issuance of additional ordinary shares or preference
shares:
Similarly, if we issue debt securities, it could result in:
Results of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for our Proposed Offering of 6,000,000 units at $10.00 per unit (or 6,900,000 units if the
underwriters’ over-allotment option is exercised in full) and the concurrent sale of 255,829 private units (or 264,829 private
units if the underwriter’s over-allotment option is exercised in full).
For
the period from January 1, 2026 through March 31, 2026, we have a net loss of $25,081, which consist of operating expenses, and for the
period from May 9, 2025 (inception) through March 31, 2026, we had an accumulated deficit of $113,269 that consist of formation costs
and operating expenses.
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for this offering. Following
the Proposedthis Offering,offering, we will not generate any operating revenues until
after completion of our initial business combination. We will
generate non-operating income in the form of interest income on cash and
cash equivalents after thethis Proposed Offering.offering. There has been
no significant change in our financial or trading position and no material adverse
change has occurred since the date of our audited
financial statements. After thethis Proposed Offering,offering, we expect to incur increased expenses as
a result of being a public company (for legal,
financial reporting, accounting and auditing compliance), as well as for due diligence
expenses. We expect our expenses to increase substantially
after the closing of thethis Proposed Offering.offering.
As of March 31, 2026 and December 31, 2025, we have cash available to us of $25,000
and $25,000, respectively and have working capital deficit of $671,742 and $653,189, respectively.
Our
liquidity needs will be satisfied through the receipt of $25,000 from the sale of the insider shares and a promissory note with our sponsor
with a principal amount of $900,000.$1,200,000 that is more fully described below. Furthermore, we estimate that the net proceeds from (i) the
sale of the units in thethis Proposedoffering Offering
of $60,000,000 (or $69,000,000 if the over-allotment option is exercised in full), deducting offering
expenses of approximately $1,058,290
$1,658,290 and initial underwriting discounts and commissions of $1,200,000 (or $1,380,000 if the over-allotment
option is exercised in full) and
(ii) the sale of the private units for a purchase price of $2,558,290 (or $2,648,290 if the over-allotment
option is exercised in full).
Of this amount, $60,000,000 (or $69,000,000 if the over-allotment option is exercised in full) will be
held in the trust account. The
remaining $900,000 (whether or not the over-allotment option is exercised in full) will not be held in
the trust account.
We
intend to use substantially all of the net proceeds of thethis Proposed Offering,offering, including the funds held in the trust account, to acquire
a target
business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in
part as
consideration to effect our initial business combination, the remaining proceeds held in the trust account, as well as any other net
net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could
could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and
and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or
or finders’ fees that we had incurred prior to the completion of our initial business combination if the funds available to us outside
outside of the trust account were insufficient to cover such expenses.
Over
the next 18 months from the closing of thethis Proposedinitial Offering,public offering, subject to extension up to 21 months by means of three one-month
extensions extensions
provided that $0.033 per public share is deposited into the trust account for each extension and provided that wethe haveCompany
has entered into an
agreement for an initial business combination within that 18 month period, we will be using the funds held outside
of the trust account
for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective
target businesses,
traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate
documents and material
agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating
and consummating the
business combination. Out of the funds available outside the trust account, we anticipate that we will incur approximately:
Out
of the funds available outside the trust account, we anticipate that we will incur approximately:
On July 24, 2025, our sponsor transferred 196,000 insider shares to the Company’s Chief Financial Officer, Chief Operating Officer and three independent director nominees at the cost to the sponsor of $0.014 per share in consideration for their respective services to the Company and the sponsor pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On August 28, 2025, our Chief Operating Officer resigned from service to the Company due to personal commitments and agreed to forfeit the receipt of 100,000 Class B ordinary shares back to our sponsor.
On May 13, 2025, we issued an unsecured promissory note to our sponsor with an aggregate principal amount of up to $300,000, which is non-interest-bearing, which was amended by the First Amendment to Promissory Note dated August 11, 2025 to increase the principal amount to up to $700,000. The principal of this note may be drawn down from time to time upon a written request from us to our sponsor. The principal under the note is payable on the earlier of (i) December 31, 2025 and (ii) the date on which we consummate the initial public offering of our securities or the date on which we determine not to conduct an initial public offering of our securities.
On May 13, 2025, the Sponsor issued an unsecured promissory note to the Company, pursuant to which the Company may
borrow up to an aggregate principal amount of $300,000, to be used for payment of costs related to the Proposed Offering. On August 11,
2025, the promissory was amended to increase the principle sum up to $700,000. On November 7, 2025, the promissory note has further amendment
to extend the payable date from December 31, 2025 to March 31, 2026. On March 3, 2026, the promissory was amended to increase the principle
sum up to $900,000 and extend the payable date from March 31, 2026
to March 31, 2027. The note is non-interest bearing and payable on
the earlier of (i) March 31, 2027 or (ii) the consummation of the
Proposed Offering. On June 5, 2026, the promissory was amended to increase the principle sum up to $1,200,000 and extend the payable
date from March 31, 2027 to March 31, 2028. The note is non-interest bearing and payable on the earlier of (i) March 31, 2028 or (ii)
the consummation of the Proposed Offering. These amounts will be repaid upon completion of the
Proposed Offering out of the $900,000
of Proposed Offering proceeds that has been allocated for the payment of Proposed Offering expenses.
As of March 31, 2026, the Company has borrowed $681,508 under the promissory note with our Sponsor.
Our
sponsor has agreed, commencing from the date that our securities are first listed on Nasdaq through the earlier of the consummation of
our initial business combination and our liquidation, to make available to us certain general and administrative services, including
office space, administrative and support services, as we may require from time to time. We have agreed to pay our sponsor $10,000 per
month for these services until the closing of our initial business combination or our liquidation. No administrative service expense
had been paid for the period from May 9, 2025 (inception) through MarchMay 31, 2026.2025.
Pursuant to a registration rights agreement we will enter into with our sponsor prior to the closing of this offering, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of units issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. We will bear the costs and expenses of filing any such registration statements. See “Certain Relationships and Related Party Transactions.”
Controls and Procedures
We are not currently required to certify the effectiveness of our internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2026. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company will we be required to comply with the independent registered public accounting firm attestation requirement on internal control over financial reporting. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements, including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
As of the date of this prospectus, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when, or if, required by Section 404. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering, including amounts in the trust account, will be invested in United States government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of the date of this prospectus, we do not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and do not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date.
JOBS Act
We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things, (i) provide an independent registered public accounting firm’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of Traviss Loong Kam Seng and Loong Kam Hoong’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of this offering or until we are no longer an “emerging growth company,” whichever is earlier.
Off-Balance
Sheet Financing Arrangements
We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements.
We
have not entered any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments
of other entities, or entered any non-financial assets.
The
preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during
the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that
the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which
management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates
to be disclosed.
BMOK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding BMOK (13F)
None of the 59 investors we track reported a position in their latest 13F.