Bleichroeder SPAC plans Ursa Major deal, $350M PIPE
Rhea-AI Filing Summary
Bleichroeder Acquisition Corp. III (BCCQ), which will be renamed Inflection Point Mach X Bleichroeder Corp. and domesticated to Delaware, outlines a proposed Business Combination with Ursa Major Technologies, Inc. that will take Ursa Major public via a SPAC structure. Ursa Major’s CEO stated on CNBC that the parties are targeting going public in the first quarter of next year and that Ursa Major has raised $350 million of capital in a PIPE financing, including $100 million backed by Inflection Point. Mach X plans to file a Registration Statement on Form S-4 with the SEC containing a proxy statement/prospectus, and Mach X shareholders will be asked to vote on the Business Combination. Extensive forward‑looking and risk disclosures emphasize that completion, timing, financing, approvals and expected benefits of the deal are uncertain and subject to numerous economic, regulatory, operational and market risks.
Positive
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Negative
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Key Figures
Key Terms
Business Combination financial
Registration Statement on Form S-4 regulatory
proxy statement/prospectus regulatory
PIPE financial
forward-looking statements regulatory
redemption requests financial
Offering Details
FAQ
What transaction is BCCQ planning with Ursa Major Technologies?
How much PIPE financing is associated with the BCCQ–Ursa Major deal?
When does Ursa Major intend to go public through BCCQ’s SPAC?
What SEC filing will BCCQ (Mach X) make for the Ursa Major merger?
What key risks does BCCQ highlight regarding the Ursa Major Business Combination?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
Social Media Posts and Transcripts
On September 2, 2026, Ursa Major Technologies, Inc. made the below communication on its X account.
https://x.com/ursamajortech/status/2095149750366433737?s=20
Transcript of Video in Post:
Transcript of CNBC Broadcast Clip
CNBC “The Exchange” aired at approx. 1:15p.m. ET on 8/25/2026
SPEAKERS
Brian Sullivan, Chris Spagnoletti
Brian Sullivan 00:00
Chris Spagnoletti is CEO of Ursa Major, and joins us now. Chris, welcome. I think that’s like 3,500 plus miles per hour, roughly at sea level. Either way, was I right in suggesting that whatever happens in Hormuz, whatever happens in the region, whatever happens with Russia and Ukraine, the demand for what you make is only going to go up.
Chris Spagnoletti 00:22
Yeah, yeah, it really is. First, thanks for having me on. Yeah, the demand for hypersonic systems, solid rocket motors, is at an all-time high. You can see the department is really looking for new options and second source providers.
Brian Sullivan 00:39
Second source providers. Does that mean the non-traditional defense contractor, or does that just mean somebody outside of the federal government?
Chris Spagnoletti 00:48
No, that means, for example, for solid rocket motors, we’ve got two folks providing solid rocket motors for the United States. We’ve got Northrop and Aerojet. So we are looking, and the United States is looking, for other suppliers like Ursa Major to provide solid rocket motors for existing munition sets as well as future mission sets.
Brian Sullivan 01:09
So, what do you do say in hypersonic missiles that they can’t or don’t do?
Chris Spagnoletti 01:14
Yeah, well, you know, it’s interesting. The United States has a lot of development activity in hypersonics, and hypersonics is going really far, really fast. Right? It sounds obvious, but there are currently no fielded hypersonic munition systems right now. So, Ursa Major and other companies are now working very hard to provide these very sophisticated weapon systems as a deterrence for the United States and our allies.
Brian Sullivan 01:39
And I want to sort of semi-correct myself. You are going public via a SPAC, but you have not gone public yet. So at the moment, you are privately held, but you will soon be publicly held. Correct?
Chris Spagnoletti 01:50
Yes, that that’s that is correct. So we are …
Brian Sullivan 01:52
What’s the date then? Can you like give us or break some news right now?
Chris Spagnoletti 01:55
Yeah, yeah. Breaking news. So yeah, we are very excited. We’re intending to go public with Inflection Point as a SPAC provider, we are going to target going public the first quarter of next year, and so as part of this deal with Inflection Point, Ursa Major has raised $350 million of capital in the PIPE, of which Inflection Point has backed $100 million. So, Inflection Point is really leaning in hard on putting skin in the game because of what Ursa is doing for the country and what we’re providing.
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On September 2, 2026, Ursa Major Technologies, Inc. made the below communication on its LinkedIn account.
https://www.linkedin.com/posts/ursamajortech_icymi-last-week-we-announced-were-going-activity-7500915807435145216-Y3DR/?utm_source=share&utm_medium=member_desktop&rcm=ACoAABU0uNUBagTaxm0EDx3EWQU5pAZs_hKx1HY
Transcript of Video in Post:
Transcript of CNBC Broadcast Clip
CNBC “The Exchange” aired at approx. 1:15p.m. ET on 8/25/2026
SPEAKERS
Brian Sullivan, Chris Spagnoletti
Brian Sullivan 00:00
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Chris Spagnoletti is CEO of Ursa Major, and joins us now. Chris, welcome. I think that’s like 3,500 plus miles per hour, roughly at sea level. Either way, was I right in suggesting that whatever happens in Hormuz, whatever happens in the region, whatever happens with Russia and Ukraine, the demand for what you make is only going to go up.
Chris Spagnoletti 00:22
Yeah, yeah, it really is. First, thanks for having me on. Yeah, the demand for hypersonic systems, solid rocket motors, is at an all-time high. You can see the department is really looking for new options and second source providers.
Brian Sullivan 00:39
Second source providers. Does that mean the non-traditional defense contractor, or does that just mean somebody outside of the federal government?
Chris Spagnoletti 00:48
No, that means, for example, for solid rocket motors, we’ve got two folks providing solid rocket motors for the United States. We’ve got Northrop and Aerojet. So we are looking, and the United States is looking, for other suppliers like Ursa Major to provide solid rocket motors for existing munition sets as well as future mission sets.
Brian Sullivan 01:09
So, what do you do say in hypersonic missiles that they can’t or don’t do?
Chris Spagnoletti 01:14
Yeah, well, you know, it’s interesting. The United States has a lot of development activity in hypersonics, and hypersonics is going really far, really fast. Right? It sounds obvious, but there are currently no fielded hypersonic munition systems right now. So, Ursa Major and other companies are now working very hard to provide these very sophisticated weapon systems as a deterrence for the United States and our allies.
Brian Sullivan 01:39
And I want to sort of semi-correct myself. You are going public via a SPAC, but you have not gone public yet. So at the moment, you are privately held, but you will soon be publicly held. Correct?
Chris Spagnoletti 01:50
Yes, that that’s that is correct. So we are …
Brian Sullivan 01:52
What’s the date then? Can you like give us or break some news right now?
Chris Spagnoletti 01:55
Yeah, yeah. Breaking news. So yeah, we are very excited. We’re intending to go public with Inflection Point as a SPAC provider, we are going to target going public the first quarter of next year, and so as part of this deal with Inflection Point, Ursa Major has raised $350 million of capital in the PIPE, of which Inflection Point has backed $100 million. So, Inflection Point is really leaning in hard on putting skin in the game because of what Ursa is doing for the country and what we’re providing.
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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.
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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.
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