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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 21, 2025
INFLECTION POINT ACQUISITION CORP. IV
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42392 |
|
98-1797826 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
212-984-3835
(Registrant’s telephone number, including area code)
Bleichroeder Acquisition Corp. I
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
BACQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BACQ |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-tenth (1/10) of one Class A ordinary share |
|
BACQR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On October 21, 2025, the shareholders of Inflection
Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, the “Company”) approved the Name Change
Proposal and Article 50.5 Amendment Proposal (each as defined below), each of which is described in more detail in Item 5.07 below.
The foregoing description of the Name Change Proposal
and Article 50.5 Amendment Proposal is qualified in its entirety by the full text of the amended and restated memorandum and articles
of association (the “Articles”) and amendment to the Articles reflecting the changes approved by shareholders,
which were filed with the Cayman Registrar of Companies and are filed as Exhibits 3.1 and 3.2 hereto, respectively, and
incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On October 21, 2025, the Company held an extraordinary
general meeting (the “Extraordinary General Meeting”). An aggregate of 27,386,442 (81.125%) of the Company’s
issued and outstanding ordinary shares, consisting of 19,053,109 Class A ordinary shares, par value $0.0001 per share, and 8,333,333 Class
B ordinary shares, par value $0.0001 per share, held of record as of September 15, 2025, the record date for the Extraordinary General
Meeting, were present either in person or by proxy, which constituted a quorum.
At the Extraordinary General Meeting, the Company’s
shareholders approved (i) a proposal to change the name of the name of the Company from “Bleichroeder Acquisition Corp. I”
to “Inflection Point Acquisition Corp. IV” and to adopt an amendment to the Articles to reflect the change of name (the “Name
Change Proposal”) and (ii) a proposal to amend the Articles to allow the Company to consummate the redemption of the Company’s
public shares at an earlier time in connection with the commencement of the procedures to consummate a proposed business combination if
the Company’s board of directors determines it is desirable to facilitate the consummation of such business combination (the “Article
50.5 Amendment Proposal”). Each of the proposals was described in additional detail in the Company’s definitive proxy
statement, dated September 26, 2025 (File No. 001-42392) (the “Proxy Statement”). Any terms used but not defined
herein have the meaning assigned thereto in the Proxy Statement.
| 1. | The Name Change Proposal. To approve, as special resolutions,
the change of the name of the Company from “Bleichroeder Acquisition Corp. I” to “Inflection Point Acquisition Corp.
IV” and an amendment to the Company’s current Amended and Restated Memorandum and Articles of Association (as may be amended
from time to time, the “Articles”) in the form set forth in Annex A to the proxy statement, to reflect
the change of the name of the Company The Name Change Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 27,386,302 | |
125 | |
15 | |
0 |
| 2. | The Amendment to Articles Proposal. To approve, by
special resolution, an amendment to the Articles as provided by the resolution in the form set forth in Annex B to the proxy statement
to delete in its entirety current Article 50.5 thereof and replace it as follows: “Any Member holding Public Shares who is not
the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination or at an earlier time
in connection with the commencement of the procedures to consummate a proposed Business Combination if the Directors determine it is
desirable to facilitate the consummation of such Business Combination, elect to have their Public Shares redeemed for cash in accordance
with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), including, without limitation,
such requirements with respect to the deadline for making such election (the “Election Deadline”), provided that (a) no such
Member, together with any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%)
of the then issued Public Shares in the aggregate without the prior consent of the Company and (b) if the Company requires in its sole
discretion, any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with
any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing sentence, the Board of Directors
may, at any time and either before or after the initially scheduled vote on a Business Combination, in its sole discretion extend the
Election Deadline to a later date and may extend an Election Deadline which has already been extended. If so demanded, the Company shall
pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or against such proposed Business
Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated
as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which
interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to
herein as the “Redemption Price”), subject to Applicable Law. The IPO Redemption shall be completed upon the consummation
of the Business Combination or at an earlier time in connection with the commencement of the procedures to consummate the Business Combination
if the Directors determine it is desirable to facilitate the consummation of such Business Combination.”. The Amendment to Articles
Proposal was approved. The final voting tabulation for this proposal was as follows: |
| FOR | |
AGAINST | |
ABSTAIN | |
BROKER NON-VOTES |
| 24,204,477 | |
160 | |
201 | |
0 |
As there were sufficient votes at the time of
the Extraordinary General Meeting to approve the adoption of the foregoing proposals, the “Adjournment Proposal” as described
in the Proxy Statement was not required and the Company did not call a vote on that proposal.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| |
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
|
| 3.2 |
|
Amendment to Amended and Restated Memorandum and Articles of Association. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File-Embedded within the inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
INFLECTION POINT ACQUISITION CORP. IV |
| |
|
|
| |
By: |
/s/ Michael Blitzer |
| |
|
Name: |
Michael Blitzer |
| |
|
Title: |
Chairman and Chief Executive Officer |
