Filed by Bleichroeder Acquisition Corp. III
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Bleichroeder Acquisition Corp. III
Customer/Vendor Communication
Good morning,
I wanted to share with you directly that Ursa Major announced plans
this morning to become a publicly traded company through a de-SPAC transaction involving a merger with a SPAC led by Inflection Point.
We currently expect that this transaction will provide at least $350M
in committed capital. The transaction also values the company at $2.3B post-money and results in Ursa Major’s listing on Nasdaq
at closing, which we expect to occur in the first quarter of 2027.
We made this decision because we’re ready for this next step. For more
than eleven years, Ursa Major has built its reputation delivering for the customers who depend on us. This capital will help enable us
to scale that same commitment further and faster.
Nothing changes about our mission, our programs, or the team delivering
for you. What you should expect is a company that will strive for even greater business discipline and transparency as we operate under
the standards public markets demand with the kind of maturity that will help makes us a strong, long-term partner.
Full details are here: www.ursamajor.com/ursa-major-to-go-public
Investor information: www.ursamajor.com/investors
Thank you for your partnership, and if you have any questions, our
team is standing by to meet at your convenience.
Additional Information
In connection with the proposed business combination among Bleichroeder
Acquisition Corp. III (which will be renamed “Inflection Point Mach X Bleichroeder Corp.” and which shall transfer by way
of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the closing of the Business Combination (as
defined below)), a Cayman Islands exempted company (“Mach X”), Inflection Point Mach X Bleichroeder Merger Sub, Inc., a Delaware
corporation and a direct wholly owned subsidiary of Mach X, and Ursa Major Technologies, Inc., a Delaware corporation (“Ursa Major”)
(the “Business Combination”), Mach X intends to file a Registration Statement on Form S-4 (as may be amended, the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include a proxy statement/prospectus
and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of Mach X in connection
with its solicitation of proxies for the vote by its shareholders in connection with the Business Combination and other matters to be
described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders
of Mach X and equityholders of Ursa Major in connection with the completion of the Business Combination. The Business Combination will
be submitted to shareholders of Mach X for their consideration. After the Registration Statement is declared effective, Mach X will mail
a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business
Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other
document that Mach X will send to its shareholders in connection with the Business Combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE,
THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE
BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other
documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will
be mailed to shareholders of Mach X as of a record date to be established for voting on the Business Combination. Shareholders of Mach
X will also be able to obtain copies of the proxy statement/prospectus without charge, once available, by directing a request to: Bleichroeder
Acquisition Corp. III, 1345 Avenue of the Americas, Floor 47, New York, NY 10105.
Participants in the Solicitation
Mach X and its directors, executive officers, and other members of
management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies from Mach X’s shareholders
with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests
in Mach X is contained in the final prospectus for Mach X’s initial public offering, filed with the SEC on July 7, 2026, which is
available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants
will be contained in the Registration Statement when available.
Ursa Major, its directors, executive officers, other members of management,
and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Mach X’s shareholders in connection
with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests
in the Business Combination will be included in the Registration Statement when available.
Forward-Looking Statements
This communication contains certain statements that are not historical
facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements
generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these
terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements
of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business
Combination, the estimated or anticipated future results and benefits of Mach X following the Business Combination, including the likelihood
and ability of the parties to successfully consummate the Business Combination and the timing thereof, future opportunities for Mach X
and Ursa Major, projected financial and operating results, the size of the missiles and munitions market; projected missile production;
the competitive and regulatory landscape for Ursa Major’s products and services, and other statements that are not historical facts.
These statements are based on the current expectations of the management
of Mach X and/or Ursa Major and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction
or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of Mach X and Ursa Major. These statements are subject to
a number of risks and uncertainties regarding Ursa Major’s business and the Business Combination, and actual results may differ
materially.
These risks and uncertainties include, but are not limited to: general
economic, political and business conditions; changes in applicable laws or regulations; the inability of the parties to consummate the
Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business
Combination Agreement; the risk that the Business Combination may not be completed by Mach X’s initial business combination deadline;
the number of redemption requests made by shareholders of Mach X in connection with the Business Combination, which may reduce the public
float of, reduce the liquidity of the trading market of, and/or affect the ability to maintain the quotation, listing or trading of the
securities of Mach X to be listed in connection with the Business Combination; the outcome of any legal proceedings that may be instituted
against Mach X, Ursa Major, the combined company or others following the announcement of the Business Combination; the risk that the approval
of the shareholders of Mach X for the Business Combination is not obtained; the inability to complete the Business Combination due to
the failure to obtain financing to complete the Business Combination or to satisfy the minimum cash or other conditions to closing; the
failure to obtain the approval of Mach X’s shareholders of the issuance of the shares of common stock of Mach X, the Series A Preferred
Stock and the Series A Investor Warrants issuable in connection with the Business Combination, as required by Nasdaq Listing Rule 5635;
the failure to obtain the requisite approval of the stockholders of Ursa Major, whether by written consent or at a meeting of stockholders;
failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the Business
Combination; changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable
laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; the possibility that Ursa Major or
the combined company may be adversely affected by other economic, business and/or competitive factors; unsatisfactory performance of Ursa
Major’s hypersonic systems, solid rocket motors and in-space mobility solutions, or security incidents at Ursa Major’s facilities;
failure of the market for missiles and munitions to achieve the growth potential Ursa Major expects; any delayed flight tests, test failures,
and significant increases in the costs related to manufacturing and testing of hypersonic systems and solid rocket motors; the handling,
production and disposition of potentially explosive and ignitable energetic materials and other dangerous chemicals in Ursa Major’s
operations; failure of Ursa Major’s products to operate in the expected manner or defects in its products or solutions; counterparty
risks on contracts entered into with Ursa Major’s customers and failure of Ursa Major’s prime contractors to maintain their
relationships with their counterparties and fulfill their contractual obligations; failure to successfully defend against protests from
other bidders for government contracts; changes in the funding levels of various governmental entities with which Ursa Major does business;
the risk that the Business Combination disrupts current plans and operations of Ursa Major as a result of the announcement and consummation
of the Business Combination; the risks related to the rollout of the business of Ursa Major and the timing of expected business milestones;
the effects of competition on Ursa Major’s business; the ability of Mach X to execute its growth strategy, manage growth profitably,
maintain relationships with customers and suppliers and retain its key employees; the ability of Mach X to obtain or maintain the listing
of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination
and as a result of becoming a public company; and other risks that will be detailed from time to time in filings with the SEC. The foregoing
list of risk factors is not exhaustive.
You should also carefully consider the risks and uncertainties described
in the “Risk Factors” section of the final prospectus for Mach X’s initial public offering, in the Registration Statement
when available and in the other documents filed or to be filed by Mach X with the SEC. There may be additional risks that Mach X and Ursa
Major presently do not know or that Mach X and Ursa Major currently believe are immaterial that could also cause actual results to differ
from those contained in forward-looking statements. In addition, forward-looking statements provide Mach X’s and Ursa Major’s
expectations, plans or forecasts of future events and views as of the date of this communication. Mach X and Ursa Major anticipate that
subsequent events and developments will cause their assessments to change. However, while Mach X and Ursa Major may elect to update these
forward-looking statements in the future, Mach X and Ursa Major specifically disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Mach X’s or Ursa Major’s assessments as of any date subsequent to the date of this
communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking
statements will be achieved.
No Offer or Solicitation
This communication is for informational purposes only and is not (i)
an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction
pursuant to the Business Combination or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction
has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
