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
Aerospace
company valued at $2.3B after agreeing to SPAC acquisition
Denver
Business Journal | Link
By
Jackson Guilfoil
25
August 2026
A
Berthoud-based aerospace company is going public and expects to be valued at $2.3 billion after striking a $1.6 billion deal with a special
purpose acquisition company.
Ursa
Major designs and produces propulsion systems for hypersonic missiles and solid rocket motors for space launches and in-space mobility.
It announced Tuesday that it agreed to be acquired by Cayman Islands-based Bleichroeder Acquisition Corp. III, which is owned by Inflection
Point Asset Management, in a deal that will make Ursa Major publicly traded.
The
deal is expected to close in the first quarter of 2027.
Proceeds
from the SPAC deal will fund expanding Ursa Major’s operations in the Weld County town of Galeton from a solid rocket motor test site
into a large production campus, according to the company.
The
Galeton test site is currently about 400 acres. Ursa Major is in talks to buy surrounding land and, over the course of the next few years,
expand into thousands of acres, according to Nick Doucette, the company’s vice president of strategic operations.
“A
decent percentage of what we’ve raised now as part of this process will be funding the growth and continued expansion of Galeton, which
obviously will mean a ton more jobs, infrastructure build-out, which we’ve already started,” Doucette said.
Ursa
Major is not disclosing its exact investment in expanding its Galeton operations, but it will be fully funded by the public offering
and mean hundreds of new jobs, Doucette added.
The
SPAC deal will provide $1.6 billion in consideration to Ursa Major shareholders, pricing the company’s shares at $10 each, according
to its filings with the U.S. Securities and Exchange Commission.
The
deal is supported by at least $350 million in equity commitments, with a considerable portion from Inflection Point. About $110 million
will be funded when the business combination is signed, according to Ursa Major. Since that’s already happened, the company expects to
receive that $110 million in a matter of weeks, Doucette said.
The
company also expects to raise up to $345 million in additional proceeds, depending on redemptions.
The
PIPE commitment includes new and existing Ursa Major investors, such as New York-based XN.
Demand
from the Department of Defense combined with an attractive offer from Inflection Point Asset Management ultimately fueled the 11-year-old
company’s public offering, according to Doucette.
“If
you look at our growth path and the ask that the department’s (Department of Defense) given us in terms of critical munitions, it really
centers around how fast can you build solid rocket motors at reasonable production rates, and that all has to do with facility expansion,”
Doucette said.
The
SPAC company, Bleichroeder, will be renamed Inflection Point Mach X Bleichroeder Corp.
Last
week, Ursa Major opened a new, 25,000-square-foot office with 125 employee office in Longmont, as part of the company’s plan to grow
to as many as 1,850 jobs in the coming years. The company currently employs about 360 people, the majority of whom are in northern Colorado
working from six facilities.
In
July, the Colorado Office of Economic Development and International Trade awarded Ursa Major up to $23 million in refundable tax credits
as an incentive to keep much of its growth in Colorado. Last December, the state’s economic development commission approved $35.2
million in Job Growth Incentive Tax Credits for the company.
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.
