Bleichroeder Acquisition Corp SEC Filings

First Trust reporting persons have jointly disclosed significant minority holdings in Bleichroeder Acquisition Corp. I. The filing shows First Trust Capital Management L.P./First Trust Capital Solutions L.P./FTCS Sub GP LLC collectively beneficially own 2,285,000 shares, representing 8.91% of the Class A ordinary shares, and First Trust Merger Arbitrage Fund beneficially owns 1,945,654 shares, representing 7.65% of the class.

The reporting persons state they possess sole voting and dispositive power over the shares reported and that the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. FTCS and Sub GP are identified as control persons of the adviser FTCM and may be deemed beneficial owners of the adviser’s reported holdings.

Bleichroeder Acquisition Corp. I received a Schedule 13G reporting that Meteora Capital, LLC and its Managing Member Vik Mittal disclose beneficial ownership of 2,490,200 Class A shares, representing 9.79% of the class. The shares are held by funds and managed accounts for which Meteora Capital serves as investment manager.

The filing shows shared voting and dispositive power over these shares and no sole voting or dispositive power. The reporting persons certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Bleichroeder Acquisition Corp. I (to be renamed Inflection Point Acquisition Corp. IV) entered into a Business Combination Agreement on August 13, 2025 to combine with Merlin Labs, Inc., under which a Delaware merger subsidiary will merge into Merlin Labs and Merlin Labs will become a wholly owned subsidiary of the SPAC; following closing the combined public company will be named Merlin Labs, Inc. The parties expect to close in Q1 2026, subject to Inflection Point and Merlin Labs shareholder approvals, the Registration Statement becoming effective, Nasdaq listing approval and other customary conditions. Aggregate consideration for Merlin Labs equals $800,000,000 divided by the per-share redemption price used at the Inflection Point shareholder vote (the Exchange Ratio is the Aggregate Consideration divided by Merlin Labs’ fully diluted capitalization). Concurrently, a $50,000,000 Series A Preferred Stock investment will purchase 4,901,961 shares of 12.0% Series A Cumulative Convertible Preferred Stock (stated value $12.00) with accompanying warrants; dividends accrue at 12% PIK or 10% cash, compounding semi-annually, and the Series A carries liquidation preference, conversion mechanics, protective provisions and call/put rights. Merlin Labs also has committed Pre-Funded Convertible Notes and warrants aggregating approximately $55 million that will convert into Series A Preferred Stock on closing. The agreement includes Sponsor Support, Stockholder Voting and Support Agreements, lock-ups, amended registration rights and customary termination rights (including a drop-dead date of August 13, 2026) and, in certain termination scenarios, up to $1,500,000 reimbursement to the Sponsor. Governance provisions specify a New Merlin Labs Board of up to seven members with certain CEO- and Merlin-designated slots and pre-closing resignations by departing Inflection Point directors. The description is qualified in full by the Business Combination Agreement and referenced exhibits filed as exhibits to the Current Report.

Reporting persons disclose beneficial ownership of 602,789 Class A ordinary shares, about 2.4% of the class based on 25,425,000 shares plus 200,000 underlying Rights. Continental General Insurance Co. (CGIC) is reported to beneficially own 402,789 shares, which include 200,000 shares issuable upon exercise of rights that convert at one‑tenth of a share per Right upon the issuer's initial business combination. Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski are disclosed as potentially beneficial owners by virtue of ownership and managerial relationships. The filing shows 0 sole voting and dispositive power and 602,789 shared voting and dispositive power.

Bleichroeder Acquisition Corp. I is the issuer of the security identified by CUSIP G1169T104, representing Class A ordinary shares. The statement is filed by the Healthcare of Ontario Pension Plan Trust Fund (HOOPP), a pension plan formed as a trust under Ontario law with its principal office in Toronto.

HOOPP reports 0.00 shares beneficially owned, representing 0% of the class, and discloses that any securities referenced were acquired and are held in the ordinary course of business and not for the purpose of influencing control of the issuer. The filing indicates ownership is at or below the 5% threshold and notes standard certifications required by Schedule 13G filings.

Barclays PLC reports a substantial minority position in Bleichroeder Acquisition Corp. The filing lists an aggregate beneficial ownership of 1,313,263 shares and separately shows an amount beneficially owned of 1,265,821 shares, both tied to a reported 4.98% of the class. The statement indicates Barclays holds sole voting and sole dispositive power for the reported shares and identifies relevant subsidiaries involved in the holdings as Barclays Bank PLC and Barclays Capital Inc. The filing includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Bleichroeder Acquisition Corp. I (BACQU) is a blank-check company that completed a $250.0 million IPO on November 4, 2024 and has placed $257,044,710 in a U.S.-based Trust Account invested in U.S. treasury mutual funds. The company has not commenced operations or selected a Business Combination target; it generates non-operating income from interest on the Trust. For the six months ended June 30, 2025, BACQU reported $4,725,562 net income (driven by $5,288,512 interest on Trust investments), cash of $1,753,240 and working capital of $761,402.

The balance sheet reflects transaction costs of $11,403,592 (including a deferred underwriting fee of $8,750,000). The Company recorded accretion to redemption value of Class A shares totaling $5,288,512 year-to-date. Subsequent events include management changes effective July 10, 2025 and an amendment to defer the remaining $1,000,000 cash underwriting payment until September 1, 2026. The Company states it has sufficient funds to meet working capital needs for at least one year from issuance of these statements.