Bleichroeder Acquisition Corp. III (BCCQ) files SEC update
Rhea-AI Filing Summary
Bleichroeder Acquisition Corp. III (symbol: BCCQ) is the issuer of record for a Form 8-K filing submitted to the SEC.
Positive
- None.
Negative
- None.
Filing Explained
The signed SPAC merger would add 160 million common shares and preferred securities, but shareholder approval and closing conditions remain outstanding.
Form 8-K reports a material event: on
The closing PIPE is an agreement to purchase 20,208,328 Series A preferred shares and warrants for 20,208,328 common shares, for approximately
Separately, Ursa Major says it issued and sold 10,539,215 pre-funded preferred shares and warrants for 10,539,215 common shares for approximately
The minimum cash condition requires cash available from the trust account plus closing PIPE proceeds, less specified costs, to equal or exceed
8-K Event Classification
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code:
Not Applicable
(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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 1.01. Entry Into A Material Definitive Agreement.
Business Combination Agreement
On August 24, 2026 (the “Signing Date”), Bleichroeder Acquisition Corp. III, a Cayman Islands exempted company (which will be renamed “Inflection Point Mach X Bleichroeder Corp.” and which will transfer by way of continuation out of the Cayman Islands and domesticate as a corporation incorporated under the laws of the State of Delaware prior to the Closing (as defined below)) (“Mach X”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Mach X, Inflection Point Mach X Bleichroeder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Mach X (“Merger Sub”), and Ursa Major Technologies, Inc., a Delaware corporation (“Ursa Major” or the “Company”), pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Ursa Major, following which the separate corporate existence of Merger Sub will cease and Ursa Major will continue as the surviving corporation and as a direct, wholly owned subsidiary of Mach X (the “Merger”). The transactions contemplated by the Business Combination Agreement and the ancillary documents contemplated thereby, including the Domestication (as defined below) and the Merger, are referred to herein as the “Business Combination.” Mach X, Merger Sub and Ursa Major are individually referred to herein as a “Party” and, collectively, as the “Parties.” In connection with the closing of the Business Combination (the “Closing”), Mach X will change its name to a name mutually agreed on by Mach X and Ursa Major (such company after the Closing, “New Ursa Major”).
The Domestication
Mach X will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of Closing (the “Closing Date”), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).
Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of Mach X’s shareholders: (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below), each holder of the then issued and outstanding Class B ordinary shares of Mach X, par value $0.0001 per share (each, a “Cayman Class B Ordinary Share”), will elect to convert each Cayman Class B Ordinary Share held by them, on a one-for-one basis, into one Class A ordinary share of Mach X, par value $0.0001 per share (each, a “Cayman Class A Ordinary Share”) (the “Sponsor Share Conversion”); and (b) in connection with the Domestication, (i) each then issued and outstanding Cayman Class A Ordinary Share will convert automatically, on a one-for-one basis, into one share of common stock of Mach X (after the Domestication) (the “New Ursa Major Common Stock”), (ii) each then issued and outstanding warrant of Mach X will, by its terms, automatically become a warrant to acquire one share of New Ursa Major Common Stock (each, a “New Ursa Major Warrant”), and (iii) each then issued and outstanding unit of Mach X will convert automatically, on a one-for-one basis, into a unit of Mach X (after the Domestication) (each, a “New Ursa Major Unit”).
At the Effective Time (as defined below), each then issued and outstanding New Ursa Major Unit will be automatically separated and cancelled and will thereafter entitle the holder thereof to one share of New Ursa Major Common Stock and one-fourth of one New Ursa Major Warrant, with any fractional New Ursa Major Warrant otherwise issuable in connection with such separation rounded down to the nearest whole New Ursa Major Warrant.
The Merger and Consideration
Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub and Ursa Major will consummate the Merger, pursuant to which Merger Sub will be merged with and into Ursa Major, following which the separate corporate existence of Merger Sub will cease and Ursa Major will continue as the surviving corporation after the Merger and as a direct, wholly owned subsidiary of Mach X.
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Immediately prior to the Effective Time:
| (1) | each issued and outstanding share of preferred stock of Ursa Major (“Company Preferred Stock”) (other than any Pre-Funded Preferred Stock (as defined in the Business Combination Agreement)) will automatically convert into such number of shares of common stock of Ursa Major (“Company Common Stock”) into which such shares are convertible in connection with the Merger pursuant to Ursa Major’s organizational documents; and |
| (2) | each warrant of Ursa Major (other than the warrants of the Company to purchase Company Common Stock issued to purchasers of Pre-Funded Preferred Stock (the “Company Pre-Funded Preferred Investor Warrants”)) exercisable for Company Common Stock that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full. |
Pursuant to the Business Combination Agreement, the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Ursa Major (other than the holders of the Pre-Funded Preferred Stock and the Company Pre-Funded Preferred Investor Warrants in respect of those securities) in, or in connection with, the Merger will be the number of shares of New Ursa Major Common Stock, rounded down to the nearest whole share, equal to the quotient of (a) $1,600,000,000 (the “Purchase Price”), divided by (b) $10.00, which equates to 160,000,000 shares of New Ursa Major Common Stock.
Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined below)) will be cancelled and converted into the right to receive a number of shares of New Ursa Major Common Stock, rounded down to the nearest whole share, equal to the Exchange Ratio. The “Exchange Ratio” is the Aggregate Consideration divided by the fully diluted capital of Ursa Major, which is the sum (without duplication) of the aggregate number of shares of Company Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including all Company Common Stock issued upon conversion of all issued and outstanding Company Preferred Stock, but excluding any Pre-Funded Preferred Stock), (ii) issuable upon full exercise of all issued and outstanding options of Ursa Major (“Company Options”) (calculated on a net exercise basis), and excludes any Company Pre-Funded Preferred Investor Warrants.
The consideration to be paid in, or in connection with, the Merger to a holder of Pre-Funded Preferred Stock will be a number of shares of the Series A preferred stock of New Ursa Major (the “New Ursa Major Series A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the aggregate Pre-Funded Preferred Stock Accrued Value (as defined below) of such holder’s shares of Pre-Funded Preferred Stock, divided by (ii) $12.00 (the “Pre-Funded Preferred Consideration”).
The consideration to be paid in, or in connection with, the Merger to a holder in respect of each Company Pre-Funded Preferred Investor Warrant will be one or more Series A warrants of New Ursa Major (the “New Ursa Major Series A Investor Warrants”) to purchase a number of shares of New Ursa Major Common Stock (on otherwise the same terms as applicable to the New Ursa Major Series A Investor Warrants issued to the Series A Preferred Stock Investors in the Closing PIPE Investment) equal to the quotient of (i) the aggregate exercise price of such Company Pre-Funded Preferred Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00 (the “Pre-Funded Preferred Investor Warrant Consideration”).
Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:
| (1) | each share of Company Common Stock that is owned by Mach X, Merger Sub or Ursa Major (in treasury or otherwise) immediately prior to the Effective Time (each, an “Excluded Share”) will be cancelled and cease to exist, and no consideration will be delivered in exchange therefor; |
| (2) | each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be cancelled and converted into the right to receive a number of shares of New Ursa Major Common Stock equal to the Exchange Ratio (rounded down to the nearest whole share); |
| (3) | each outstanding and unexercised Company Option will cease to represent an option to purchase or acquire shares of Company Common Stock and will be assumed and converted, on the same terms and conditions as were applicable to such Company Option immediately prior to the Effective Time, into an option to acquire that number of shares of New Ursa Major Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (B) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of such Company Option by (y) the Exchange Ratio, in each case determined in a manner consistent with the applicable requirements of Sections 409A, 422 and 424 of the Internal Revenue Code of 1986, as amended; |
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| (4) | each share of Pre-Funded Preferred Stock that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive the Pre-Funded Preferred Consideration; and |
| (5) | each Company Pre-Funded Preferred Investor Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive the Pre-Funded Preferred Investor Warrant Consideration. |
No fractional shares of New Ursa Major Common Stock will be issued upon the conversion of Company Common Stock pursuant to the Merger, and any fractional shares will be rounded down to the nearest whole share.
Governance
The Parties have agreed to take all such action within their power as may be necessary or appropriate so that, effective as of the Closing, the board of directors of Mach X (the “New Ursa Major Board”) will not be classified as to term and will initially consist of such number and composition of directors as is mutually agreed by the Sellers (as defined below) and Mach X; provided that Mach X is entitled to designate one (1) director. The initial chairperson of the New Ursa Major Board, the initial chairperson of the audit committee and the initial chairperson of the compensation committee will be as set forth in the disclosure letter delivered by Ursa Major in connection with the Business Combination Agreement (the “Designated Directors”). Mach X has agreed to use its reasonable best efforts to obtain resignations, effective immediately after the Closing, from those directors of Mach X who are not to remain directors on the New Ursa Major Board.
Representations and Warranties; Covenants
The Parties have made customary representations, warranties and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of the business of Mach X and Ursa Major during the period between the Signing Date and the Closing. In addition, prior to the Closing, Mach X has agreed to approve and adopt, subject to the Mach X Shareholder Approval (as defined below), (i) an equity incentive plan (the “New Ursa Major Incentive Award Plan”) and (ii) an employee stock purchase plan (the “New Ursa Major ESPP”), in each case to be effective as of the Closing and each having an initial share reserve to be mutually agreed between Mach X and Ursa Major. As soon as practicable following the date that is sixty (60) days after the date Mach X has filed current Form 10 information with the SEC reflecting its status as an entity that is not a shell company, Mach X has agreed to file a registration statement on Form S-8 with respect to the shares of New Ursa Major Common Stock issuable under the New Ursa Major Incentive Award Plan and the New Ursa Major ESPP, and to use commercially reasonable efforts to maintain its effectiveness for so long as awards thereunder remain outstanding.
Conditions to Each Party’s Obligations
The obligations of Mach X and Ursa Major to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Mach X’s shareholders (the “Mach X Shareholder Approval”) of (A) the Business Combination Agreement and Business Combination in accordance with applicable law and exchange rules and regulations, (B) the Domestication, (C) the proposed charter and the bylaws of New Ursa Major upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) approval of the issuance of shares of New Ursa Major Common Stock, shares of New Ursa Major Series A Preferred Stock and New Ursa Major Series A Investor Warrants, as required by Nasdaq Listing Rule 5635, (E) the adoption by Mach X of the equity incentive plan and employee stock purchase plan as described in the Business Combination Agreement, (F) the appointment of director nominees in accordance with the terms in the Business Combination Agreement, (G) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to the registration statement on Form S-4, or other appropriate form, (the “Registration Statement”) to be filed by Mach X or correspondence related thereto, (H) adoption and approval of any other proposals as reasonably agreed to by the Parties to be necessary or appropriate in connection with the Business Combination, and (I) adjournment of the Mach X Shareholders Meeting (as defined below) to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Mach X, to (x) permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Mach X determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Domestication, the Merger or any other transactions contemplated by the Business Combination Agreement and ancillary documents (such proposals in (A) through (I), together, the “Transaction Proposals”), (ii) the approval of the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Ursa Major, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Ursa Major and applicable law, (iii) no adverse law or order, (iv) the Registration Statement becoming effective, (v) approval of the listing of the New Ursa Major Common Stock on the Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each Party and the performance of the covenants and agreements of the Parties, in each case subject to certain qualifiers, (vii) the expiration of all waiting periods (and any extensions thereof) under the HSR Act with respect to the Business Combination, (viii) the completion of the Domestication, and (ix) satisfaction of the Minimum Cash Condition described below.
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The “Minimum Cash Condition” requires that the sum of (a) the amount of cash available for release from Mach X’s trust account (after giving effect to the redemption of Cayman Class A Ordinary Shares in connection with the Mach X Shareholders Meeting), plus (b) the aggregate gross cash proceeds received from the Closing PIPE Investment (excluding, for the avoidance of doubt, any proceeds from the Pre-Funded PIPE Investment described in Item 8.01 below), less (c) without duplication, the aggregate amount of any underwriting fees, New Ursa Major transaction costs and Company transaction costs payable at or in connection with the Closing, equal or exceed $150,000,000. The Minimum Cash Condition may be waived, in whole or in part, by Ursa Major in its sole discretion.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written consent of Mach X and Ursa Major; (ii) by Ursa Major if the board of directors of Mach X, withdraws, amends, qualifies or modifies its recommendation to the shareholders of Mach X to make certain approvals, as described in the Business Combination Agreement, (iii) by either Mach X or Ursa Major if any of the conditions to the Closing have not been satisfied or waived by August 24, 2027 (the “Outside Date”), subject to the limitations set forth in the Business Combination Agreement, including that the right to terminate on that basis is not available to a Party whose breach or violation was the cause of, or resulted in, the failure of the Closing to occur by the Outside Date, and further subject to the automatic extension of the Outside Date, solely with respect to Ursa Major’s termination right, by one calendar day for every calendar day after October 31, 2026 that specified audited and interim financial statements of Ursa Major are not delivered; and (iv) by Ursa Major if the Mach X Shareholder Approval is not obtained by Mach X after the conclusion of the extraordinary general meeting of Mach X’s shareholders (“Mach X Shareholders Meeting”) held for the purpose of voting on the Transaction Proposals. Bleichroeder Sponsor 3 LLC is referred to herein as the “Sponsor.”
The foregoing description of the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about Mach X or Ursa Major. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Mach X’s public disclosures.
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Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Mach X entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Ursa Major, the Sponsor and Mach X Fund I, LP, a Delaware limited partnership (“IPF” and the Sponsor, each a “Restricted Holder” and together, the “Restricted Holders”), pursuant to which each Restricted Holder agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; (iii) vote against any change in the business, management, or board of directors of Mach X (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Mach X under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Mach X. Certain current and former officers and directors of Mach X previously entered into a letter agreement with Mach X in connection with Mach X’s initial public offering, pursuant to which they agreed to vote any Mach X ordinary shares held by them in favor of the Business Combination.
In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate that the Cayman Class B Ordinary Shares convert into the Cayman Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and the terms of which are incorporated herein by reference.
Seller Voting and Support Agreement
Concurrently with the execution of the Business Combination Agreement, the holders of equity securities of Ursa Major (the “Sellers”) and Ursa Major entered into the Voting and Support Agreement (the “Seller Voting and Support Agreement”), pursuant to which Sellers have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Ursa Major; (d) against any change in the business or board of directors of Ursa Major (other than pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Seller Voting and Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Ursa Major under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Seller contained in the Seller Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Ursa Major and (f) to convert all outstanding shares of preferred stock of Ursa Major into Company Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Ursa Major.
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Pursuant to the Seller Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Ursa Major, no Seller shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Seller Voting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Ursa Major and Mach X, unless such transfer is deemed a Permitted Transfer (as defined in the Seller Voting and Support Agreement).
In addition, pursuant to the Seller Voting and Support Agreement, each Seller has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Mach X, Ursa Major or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Seller Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Seller Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each Seller has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.
The foregoing description of the Seller Voting and Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Seller Voting and Support Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
Lock-Up Agreements
Sponsor Lock-Up Agreement
At the Closing, the Sponsor, certain other securityholders of Mach X and New Ursa Major will enter into a Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor, such other securityholders and their respective permitted assigns will agree, (x) with respect to any shares of New Ursa Major Common Stock received upon conversion of their Cayman Class B Ordinary Shares in connection with the Domestication (the “Sponsor Lock-Up Founder Shares”), prior to the date that is six months after the Closing Date, and (y) with respect to the warrants of New Ursa Major received by the Sponsor upon conversion of its private placement warrants in connection with the Domestication (the “Sponsor Lock-Up Warrants”) and any shares of New Ursa Major Common Stock issuable upon exercise thereof (the “Sponsor Lock-Up Warrant Shares” and together with the Sponsor Lock-Up Founder Shares, the “Sponsor Lock-Up Shares”), prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Ursa Major Board, (i) sell, pledge, grant any option to purchase or otherwise dispose of any Sponsor Lock-Up Shares or Sponsor Lock-Up Warrants, (ii) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Shares or Sponsor Lock-Up Warrants or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii). The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.
Seller Lock-Up Agreement
At the Closing, New Ursa Major and certain equity holders of Ursa Major (the “Lock-Up Holders”) will enter into a Lock-Up Agreement (the “Seller Lock-Up Agreement”), pursuant to which the Lock-Up Holders will agree not to, without the prior written consent of the New Ursa Major Board, prior to the date that is six months after the Closing (i) sell, pledge, grant any option to purchase or otherwise dispose of (a) any shares of New Ursa Major Common Stock held immediately after the consummation of the Business Combination, (b) any shares of New Ursa Major Common Stock issuable upon exercise of options to purchase shares of New Ursa Major Common Stock held immediately after the consummation of the Business Combination, or (c) any securities convertible into, or exercisable, redeemable or exchangeable for, New Ursa Major Common Stock held by such holder immediately after the consummation of the Business Combination (the shares of New Ursa Major Common Stock and securities specified in clauses (a) through (c), collectively, the “Lock-Up Shares”), (ii) enter into any swap or other transfer arrangement in respect of any Lock-Up Shares or (iii) take any action in furtherance of any of the matters described in the foregoing clauses (i) or (ii). The Seller Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.
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The foregoing description of each Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the form of Sponsor Lock-Up Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference and (ii) the form of Seller Lock-Up Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
Amended and Restated Registration Rights Agreement
The Business Combination Agreement provides that, in connection with the consummation of the transactions contemplated thereby and simultaneously with the Closing, the Sponsor, Mach X, the Sellers party thereto and the other parties thereto will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) in substantially the form attached as an exhibit to the Business Combination Agreement, with such changes as may be agreed in writing by Mach X and Ursa Major.
The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Registration Rights Agreement, a copy of which is filed as Exhibit 10.5 hereto and the terms of which are incorporated herein by reference.
Series A Preferred Stock Investment
In connection with the transactions contemplated by the Business Combination Agreement, on the Signing Date, Mach X, Ursa Major and certain accredited investors named therein (the “Series A Preferred Stock Investors”) entered into Securities Purchase Agreements (the “Series A SPAs”). Pursuant to the Series A SPAs, the Series A Preferred Stock Investors have agreed, among other things, to purchase, at Closing, an aggregate of (i) 20,208,328 shares of New Ursa Major Series A Preferred Stock, having the rights, preferences and privileges set forth in the form of Certificate of Designation of Preferences, Rights and Limitations of 10.0% Series A Cumulative Convertible Preferred Stock (the “Series A Certificate of Designation”) and (ii) New Ursa Major Series A Investor Warrants to purchase an aggregate of 20,208,328 shares of New Ursa Major Common Stock, for an aggregate purchase price of approximately $242.5 million (the “Closing PIPE Investment”). Each share of New Ursa Major Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”).
The Series A SPAs include customary representations and warranties from Mach X, Ursa Major and the Series A Preferred Stock Investors and are subject to customary closing conditions. The Series A SPAs also include customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification. New Ursa Major Common Stock issuable upon conversion of the New Ursa Major Series A Preferred Stock and New Ursa Major Common Stock underlying any New Ursa Major Series A Investor Warrants will be “Registrable Securities” under the A&R Registration Rights Agreement.
Dividends: The New Ursa Major Series A Preferred Stock will accrue dividends daily at the rate of 10% per annum of the Accrued Value (as defined in the Series A Certificate of Designation) (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 8% per annum of the Accrued Value (if paid in cash), plus the amount of previously accrued dividends paid in kind. Such dividends will compound semi-annually.
Liquidation Preference: Upon any liquidation or deemed liquidation event, the holders of New Ursa Major Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities of New Ursa Major, an amount per share equal to 100% of the Accrued Value. Thereafter, the holders of New Ursa Major Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining proceeds available for distribution to stockholders, on an as-converted to common stock basis.
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Voting: The New Ursa Major Series A Preferred Stock will vote together with the New Ursa Major Common Stock as a single class, except as required by law and as noted below under “Protective Provisions.” Each holder of New Ursa Major Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of New Ursa Major Common Stock into which the shares of New Ursa Major Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.
Protective Provisions: For as long as at least 20% of the shares of New Ursa Major Series A Preferred Stock issued as of Closing are outstanding, New Ursa Major shall not, without the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Ursa Major Series A Preferred Stock, which majority must include Inflection Point (as defined below) if Inflection Point then holds any shares of New Ursa Major Series A Preferred Stock (the “Required Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Ursa Major; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Series A Certificate of Designation or any similar document of New Ursa Major in a manner that materially and adversely affects the powers, preferences or rights given to the New Ursa Major Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security unless such security ranks junior to the New Ursa Major Series A Preferred Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New Ursa Major Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New Ursa Major Series A Preferred Stock prior to payment of such cash dividend on the New Ursa Major Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New Ursa Major Series A Preferred Stock, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of New Ursa Major; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Ursa Major’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of New Ursa Major, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Ursa Major; or (vi) incur or guarantee any indebtedness other than (A) equipment leases, trade payables or other asset-based financing incurred in the ordinary course of business to support manufacturing build-out, provided that the aggregate amount of such indebtedness outstanding at any given time shall not exceed $50 million, shall not be secured by any assets of New Ursa Major or its subsidiaries other than the equipment or assets so financed and shall not be guaranteed by New Ursa Major or any of its subsidiaries, (B) borrowings under Ursa Major’s $30 million senior secured debt facility with J.P. Morgan, provided that the aggregate amount of such indebtedness outstanding at any given time shall not exceed $30 million and (C) Ursa Major’s indebtedness outstanding as of the Closing, and any refinancing of such existing indebtedness; provided that the aggregate amount of such indebtedness outstanding at any given time shall not exceed the amount outstanding as of the Closing and any refinancing thereof does not increase principal (other than accrued interest and reasonable fees and expenses), add guarantors or additional collateral, or shorten maturity provided, however, that the New Ursa Major Series A Preferred Stock shall not be considered indebtedness for purposes of this calculation, provided, further, that with respect to any indebtedness permitted under clauses (A), (B) and (C) without the approval of the Required Holders (x) shall not exceed an amount equal to the sum of the caps in the preceding clauses (A), (B) and (C) in the aggregate and (y) shall not restrict, condition or prohibit New Ursa Major from performing its obligations under the Series A Certificate of Designation or the other Transaction Documents (as defined in the Series A SPAs).
Conversion: Each share of New Ursa Major Series A Preferred Stock will be convertible into New Ursa Major Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and full-ratchet anti-dilution adjustments, including with respect to future issuances or sales of New Ursa Major Common Stock at prices less than the conversion price then in effect. In addition, if the 20-trading-day volume-weighted average price of the New Ursa Major Common Stock measured as of the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $8.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Series A SPAs) (the “VWAP Adjustment”).
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Put Rights: Unless prohibited by applicable law governing distributions to stockholders, the New Ursa Major Series A Preferred Stock shall be redeemable at the option of the Required Holders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.
Call Rights: Unless prohibited by applicable law governing distributions to stockholders, subject to the satisfaction of certain conditions set forth in the Series A Certificate of Designation, the New Ursa Major Series A Preferred Stock shall be redeemable at the option of New Ursa Major commencing any time (A) on or after the 3rd anniversary of the Closing but prior to the 4th anniversary of the Closing at a price per share equal to the greater (as determined on the date of redemption based on the closing price of the shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation)) of (i) 120% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Ursa Major Series A Preferred Stock been converted into New Ursa Major Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash, provided that New Ursa Major may, at its option, pay the amount payable per share in excess of 120% of the Accrued Value in shares of New Ursa Major Common Stock, with the value of any such shares of New Ursa Major Common Stock being the closing price of such shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation) on the date of redemption); (B) on or after the 4th anniversary of the Closing but prior to the 5th anniversary of the Closing at a price per share equal to the greater (as determined on the date of redemption based on the closing price of the shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation)) of (i) 110% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Ursa Major Series A Preferred Stock been converted into New Ursa Major Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash, provided that New Ursa Major may, at its option, pay the amount payable per share in excess of 110% of the Accrued Value in shares of New Ursa Major Common Stock, with the value of any such shares of New Ursa Major Common Stock being the closing price of such shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation) on the date of redemption); and (C) on or after the 5th anniversary of the Closing at a price per share equal to the greater (as determined on the date of redemption based on the closing price of the shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation)) of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Ursa Major Series A Preferred Stock been converted into New Ursa Major Common Stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable in cash, provided that New Ursa Major may, at its option, pay the amount payable per share in excess of 100% of the Accrued Value in shares of New Ursa Major Common Stock, with the value of any such shares of New Ursa Major Common Stock being the closing price of such shares of New Ursa Major Common Stock on the Trading Market (as defined in the Series A Certificate of Designation) on the date of redemption).
New Ursa Major Series A Investor Warrants: At the closing of the PIPE Investment, the Series A Preferred Stock Investors will receive New Ursa Major Series A Investor Warrants to purchase shares of New Ursa Major Common Stock. The New Ursa Major Series A Investor Warrants will be immediately exercisable upon issuance at Closing and will expire five (5) years from the date of Closing. The New Ursa Major Series A Investor Warrants include customary cash and cashless exercise provisions. Each New Ursa Major Series A Investor Warrant will initially be exercisable at $12.00 per share of New Ursa Major Common Stock, subject to the same anti-dilution and other adjustments as the New Ursa Major Series A Preferred Stock.
The foregoing description of the Closing PIPE Investment does not purport to be complete and is qualified in its entirety by reference to (i) the full text of the Series A SPAs, a copy of the form of which is attached as Exhibit 10.6 hereto, (ii) the full text of the form of Series A Certificate of Designation, a copy of which is attached as Exhibit 3.1 hereto, and (iii) the full text of the form of New Ursa Major Series A Investor Warrant, a copy of the form of which is attached as Exhibit 4.1 hereto, and the terms of each are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 and Item 8.01 of this Current Report on Form 8-K with respect to the issuance of shares of New Ursa Major pursuant to the Business Combination Agreement and the form of Series A SPA is incorporated by reference herein. The shares to be offered and sold in connection with the Series A SPAs have not been registered under the Securities Act, in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 24, 2026, Michael Blitzer and Kevin Shannon were appointed as Chairman of the Board and Co-Chief Executive Officer, respectively, of Mach X, with Andrew Gundlach and Marcello Padula continuing as a director on the Board and Co-Chief Executive Officer, respectively, of Mach X. Mr. Blitzer and Mr. Shannon are affiliates of Inflection Point Fund I LP, which is a member of the Sponsor.
Michael Blitzer has been Chairman of Inflection Point Acquisition Corp. VI since December 2025 and a director since September 2025. Mr. Blitzer has served as the Chairman and CEO of IPCX (Nasdaq: IPCX), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. Since September 2025, Mr. Blitzer has served as the Chairman and Chief Executive Officer of IPEX (Nasdaq: IPEX), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14, 2025. Mr. Blitzer previously served as co-CEO and director of Inflection Point Acquisition Corp., a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. Mr. Blitzer also served as the Chairman and CEO of IPXX from March 2023 until the closing of its business combination with USARE in March 2025, and as the President and CEO and director of IPDX from July 2025 until the completion of its initial business combination with Merlin Labs, Inc. in March 2026. He currently sits on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR), is the Chairman of USA Rare Earth, Inc. (Nasdaq: USAR), and serves on the board of directors and as a member of the nominating and corporate governance committee of Merlin, Inc. (Nasdaq: MRLN). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management (“Kingstown”), which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.
Kevin Shannon has been Chief Executive Officer of Inflection Point Acquisition Corp. VI since December 2025. Mr. Shannon has served as COO of IPCX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. Since September 2025, Mr. Shannon has served as the COO of IPEX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14, 2025. He previously served as Chief of Staff of IPXX from March 2023 until the completion of its initial business combination with USA Rare Earth, Inc. in March 2025, as Chief of Staff of IPAX from March 2021 until the completion of its initial business combination with Intuitive Machines, Inc. in February 2023, and as the COO of IPDX from July 2025 until the completion of its initial business combination with Merlin Labs, Inc. in March 2026. In his role as COO of IPCX, IPDX and IPEX, and Chief of Staff for IPXX and IPAX, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management (together with its affiliates, “Inflection Point”), which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc. and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown Capital from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.
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Mr. Blitzer and Mr. Shannon are affiliates of IPF, which is a non-managing member of the Sponsor. IPF has agreed to purchase Pre-Funded Preferred Stock and Company Pre-Funded Preferred Investor Warrants in the Pre-Funded PIPE Investment described in Item 8.01 below. Each of Mr. Blitzer and Mr. Shannon has direct and indirect interests in investments made by IPF.
Except as described above, there are no arrangements or understandings between each of Mr. Blitzer or Mr. Shannon and any other persons pursuant to which each of them was selected as an officer of Mach X. There are also no family relationships between Mr. Blitzer or Mr. Shannon and any director or executive officer of Mach X, and neither Mr. Blitzer nor Mr. Shannon has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation FD Disclosure.
On August 25, 2026, Mach X and Ursa Major issued a joint press release announcing their entry into the Business Combination Agreement. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation, dated August 2026, that Mach X and Ursa Major have prepared for use in connection with the Business Combination.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is certain projected financial information, dated August 2026, that Ursa Major prepared in connection with Mach X’s consideration of the Business Combination and certain investors’ assessment of a potential investment in Ursa Major.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01. Other Events.
In connection with the Business Combination, on the Signing Date, Ursa Major entered into Securities Purchase Agreements (the “Series Cumulative SPAs”) with Inflection Point Fund I, LP, an affiliate of Mach X and certain of its directors and officers, and certain other accredited investors named therein (collectively, the “Pre-Funded PIPE Investors”). Pursuant to such Series Cumulative SPAs, the Pre-Funded PIPE Investors agreed, among other things, to purchase, and Ursa Major issued and sold, (i) 10,539,215 shares of Pre-Funded Preferred Stock and Company Pre-Funded Preferred Investor Warrants to purchase an aggregate of 10,539,215 shares of Company Common Stock, at an initial exercise price of $12.00 per share, substantially concurrently with the signing of the Business Combination Agreement, for an aggregate purchase price of approximately $107.5 million (the “Pre-Funded PIPE Investment”).
The Pre-Funded Preferred Stock has a stated value of $12.00 and will accrue dividends at a rate per annum of 8% if paid in cash or 10% if paid in kind, compounding semi-annually (the stated value of such Pre-Funded Preferred Stock, plus all accrued dividends, the “Pre-Funded Preferred Stock Accrued Value”). From and after the termination of the Business Combination Agreement prior to Closing, each share of Pre-Funded Preferred Stock shall be convertible at the option of the holder into shares of Company Common Stock at a conversion price of $12.00 per share, subject to customary adjustments. The Company Pre-Funded Preferred Investor Warrants are initially exercisable at $12.00 per share, subject to customary adjustments.
As described above, upon the Closing, (a) each share of Pre-Funded Preferred Stock that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive the Pre-Funded Preferred Consideration and (b) each Company Pre-Funded Preferred Investor Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive the Pre-Funded Preferred Investor Warrant Consideration.
Such holders will be entitled to customary registration rights with respect to the shares of New Ursa Major Common Stock underlying the New Ursa Major Series A Preferred Stock and New Ursa Major Series A Investor Warrants issuable in respect of the Pre-Funded Preferred Stock and Company Pre-Funded Preferred Investor Warrants pursuant to the A&R Registration Rights Agreement.
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Additional Information
In connection with the proposed Business Combination, Mach X intends to file a Registration Statement on Form S-4 (as may be amended, the “Registration Statement”) with 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 Current Report on Form 8-K and certain of the exhibits hereto contain certain statements that are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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.
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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 New Ursa Major Common Stock, the New Ursa Major Series A Preferred Stock and the New Ursa Major 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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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 2.1† | Business Combination Agreement, dated as of August 24, 2026, by and among Bleichroeder Acquisition Corp. III, Inflection Point Mach X Bleichroeder Merger Sub, Inc. and Ursa Major Technologies, Inc. | |
| 3.1 | Form of Certificate of Designation of Preferences, Rights and Limitations of 10.0% Series A Cumulative Convertible Preferred Stock. | |
| 4.1 | Form of Warrant to be issued to each Series A Preferred Stock Investor. | |
| 10.1 | Sponsor Support Agreement, dated as of August 24, 2026, by and among Bleichroeder Sponsor 3 LLC, Bleichroeder Acquisition Corp. III and Ursa Major Technologies, Inc. | |
| 10.2 | Form of Seller Voting and Support Agreement. | |
| 10.3 | Form of Sponsor Lock-Up Agreement. | |
| 10.4 | Form of Seller Lock-Up Agreement. | |
| 10.5 | Form of Amended and Restated Registration Rights Agreement. | |
| 10.6 | Form of Securities Purchase Agreement (Series A Preferred Stock). | |
| 10.7 | Form of Securities Purchase Agreement (Pre-Funded PIPE). | |
| 99.1 | Press Release, dated August 25, 2026. | |
| 99.2 | Investor Presentation, dated August 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
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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.
| BLEICHROEDER ACQUISITION CORP. III | ||
| Date: August 25, 2026 | By: | /s/ Marcello Padula |
| Name: | Marcello Padula | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 99.1
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19750 County Road 7 Berthoud, CO 80513 |
FOR RELEASE AUG 25, 2026, 6A.M. ET
Hypersonics and Critical Munitions Company Ursa Major to Go Public
The business combination with Inflection Point-led SPAC expected to provide at least $350 million in committed capital to rapidly scale defense industrial base production
DENVER (August 25, 2026) — Ursa Major Technologies, Inc., an aerospace and defense company building hypersonics, solid rocket motors and space mobility systems, today announced it has entered into a definitive business combination agreement with Bleichroeder Acquisition Corp. III (Nasdaq: BCCQU), a special purpose acquisition company (SPAC) led and backed by the management team of Inflection Point Asset Management, to be renamed Inflection Point Mach X Bleichroeder Corp. (Nasdaq: IPXX).
Upon closing, Ursa Major will be a publicly traded critical munitions company, solving the most pressing defense challenges in hypersonics and solid rocket motor manufacturing.
The combined company is expected to trade on the Nasdaq following closing, which is anticipated in the first quarter of 2027.
Transaction Highlights
| ● | The transaction reflects a pre-money equity valuation of approximately $1.6 billion and a post-transaction equity valuation of approximately $2.3 billion. |
| ● | The transaction is supported by at least $350 million of PIPE commitments, of which approximately $110 million will be funded at signing of the business combination agreement. |
| ● | The PIPE commitment is anchored by Inflection Point and includes both new institutional investors and existing Ursa Major investors, including XN. |
| ● | Ursa Major may also retain up to $345 million in additional proceeds depending on redemptions. |
| ● | Proceeds are expected to accelerate the expansion of Ursa Major’s proven production capabilities across solid rocket motors, the HAVOC Missile System and liquid hypersonic engines, and space mobility systems, helping the company deliver critical systems to customers at greater scale and speed. |
| ● | Ursa Major and Inflection Point will make a recorded investor presentation available on August 25, 2026 at 8:30 a.m. ET. The webcast may be accessed at https://app.webinar.net/nNBmaE0epX6 or via our website at ursamajor.com/investors. |
| ● | The Board of Directors of both Ursa Major and Bleichroeder unanimously approved the transaction, which is expected to close in the first quarter of 2027 subject to shareholder and regulatory approvals and other customary closing conditions. |
The transaction represents the next phase for a defense manufacturer that has spent more than a decade building the propulsion technology, adaptable manufacturing infrastructure, and safety, quality and qualification systems required to produce critical capabilities reliably and at scale. The capital will allow Ursa Major to expand production against growing customer demand and help strengthen the U.S. defense industrial base.
“Deterrence depends on what can be built reliably, safely and at scale,” said Chris Spagnoletti, CEO of Ursa Major. “For eleven years, Ursa Major has invested in the hard work behind that outcome: propulsion, manufacturing, testing, qualification and flight. This transaction will help us turn that foundation into the production capacity our customers need. Becoming a public company aligns with our high standard of transparency and accountability, strengthening our ability to deliver responsibly for the warfighter over the long term.”
Founded in 2015, Ursa Major spent more than a decade building the propulsion technology, manufacturing system, and safety and qualification discipline required to build reliably and safely at scale before moving up to complete missile systems. Ursa Major has previously raised approximately $380 million in the private markets and invested that capital in flight-proven systems, production infrastructure and the capabilities required to serve safety-critical national security programs. The company has conducted more than 5,500 ground tests and 140,000 seconds of testing, and its engines have powered more than a dozen successful hypersonic missions. Ursa Major employs more than 360 people across six facilities, with nearly 500 acres of integrated design, manufacturing and testing infrastructure.
“Ursa Major spent more than a decade building and proving its technology, flight record and advanced manufacturing architecture before demand accelerated to today’s extraordinary level. That combination of technical maturity, manufacturing readiness and rapidly expanding demand is rare, and has resulted in a historically large PIPE anchored by Inflection Point,” said Michael Blitzer, Chairman and Founder of Inflection Point. “This is not capital for a concept; it is capital to scale proven technology and production against some of the most urgent and well-funded priorities in U.S. national security. We believe Ursa has the ingredients to become one of the defining national security companies of the next generation, and we are proud to be its partner in the public markets.”
Ursa Major’s programs span solid rocket motors, hypersonics, and in-space mobility. On the solid rocket motor side, the company is advancing the U.S. Navy’s MK 104 design through critical design review and static fire under a new $10M award, building on its second-source MK 104 Dual Thrust Rocket Motor work. In hypersonics, Ursa Major Hadley engine powers the Department of War’s hypersonic test bed, with more than 10 successful missions. The company also served as prime contractor and vehicle integrator on the Affordable Rapid Missile Demonstrator (ARMD) with the Air Force Research Laboratory, powered by its Draper liquid rocket engine; the program has completed two successful flights, proving the propulsion and integration model that underpins the HAVOC Missile System, Ursa Major’s complete, hypersonic all-up-round. Ursa Major also delivers in-space propulsion capabilities supporting satellite maneuverability in contested environments.
Inflection Point is an experienced SPAC sponsor that seeks to identify, take public, and scale high-impact technology companies. Its prior transactions include Intuitive Machines (Nasdaq: LUNR) and USA Rare Earth (Nasdaq: USAR). Proceeds of the transaction anchored by Inflection Point will expand Ursa Major’s established production capabilities across its end markets, enabling the company to meet growing customer demand at greater scale and speed. Near-term capital will support the expansion of Ursa Major’s Galeton, Colorado operations from a solid rocket motor test site into a large-scale production campus. Proceeds from the transactions will also support continued expansion of liquid engine manufacturing, additive manufacturing, all-up-round development, and the working-capital needs associated with scaling production.
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Investor Webcast
Ursa Major and Inflection Point will make a recorded investor presentation regarding the proposed business combination available to the public beginning at 8:30 a.m. ET on August 25, 2026. Interested parties are invited to view the webcast at https://app.webinar.net/nNBmaE0epX6. An accompanying investor presentation and replay of the webcast will be available at www.ursamajor.com/investors following the initial broadcast.
Cantor Fitzgerald & Co. is serving as lead placement agent and Moelis & Company LLC is serving as joint placement agent to Inflection Point. In addition, Cantor is serving as lead financial advisor to Bleichroeder, and Moelis is serving as exclusive capital markets advisor to Ursa Major. Latham & Watkins LLP is serving as legal advisor to Ursa Major. White & Case LLP is serving as legal advisor to Inflection Point. DLA Piper LLP (US) is serving as legal counsel to Cantor and Moelis. Reed Smith LLP is serving as legal counsel to Bleichroeder.
About Ursa Major
Ursa Major is an aerospace and defense company delivering flight-proven capabilities for hypersonics, solid rocket motors, and space mobility systems. Headquartered in Berthoud, Colorado, with additive manufacturing operations in Youngstown, Ohio, Ursa Major leverages advanced production techniques and flexible architectures to build systems for all domains: land, air, sea, and space. The company is revitalizing the defense industrial base for the U.S. and its allies, flying faster to accelerate delivery of critical capabilities where speed and adaptability matter most. For more information, visit www.ursamajor.com.
About Bleichroeder Acquisition Corp. III (Nasdaq: BCCQU)
Bleichroeder Acquisition Corp. III, to be renamed Inflection Point Mach X Bleichroeder, is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
About Inflection Point Asset Management
Inflection Point Asset Management is the leading financial sponsor of companies defining national security and critical infrastructure. Across eight transactions, the team has raised more than $10B of capital through its committed capital vehicle and strong network of investment partners to catalyze growth across its portfolio in a variety of public financing structures (PIPEs, primary equity, transaction funding, credit facilities). Through its post-listing board work, Inflection Point has directed strategy and led mergers and acquisitions to create leading companies within its industries.
Media Contact:
ursamajor@haymaker.co
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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.
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Forward-Looking Statements
This press release 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,
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Forward-Looking Statements (Continued)
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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Exhibit 99.2
DISCLAIMER | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 2 About this Presentation This presentation and any accompanying oral presentation (collectively, this “Presentation”) are highly confidential, have been prepared solely for informational purposes and are intended only for “accredited investors” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act. By attending or receiving this Presentation, you agree that you will not distribute, disclose, or use the information contained herein for any purpose other than evaluating a potential private placement of securities (the “PIPE Offering”) in connection with the proposed business combination (the “Business Combination” and together with the PIPE Offering, the “Proposed Transactions”) between a to - be - determined special purpose acquisition company (the “SPAC”) that will be controlled by Inflection Point Asset Management LLC (“Inflection Point”) and Ursa Major Technologies, Inc. (the “Company” and together with the SPAC, the “Parties”). Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents to any other person, is prohibited without the prior written consent of the Parties and, prior to the identification of the SPAC, Inflection Point. The Parties have engaged Cantor Fitzgerald & Co. and Moelis & Company LLC (together, the “Placement Agents”) as placement agents in connection with the proposed PIPE Offering. None of the Parties, Inflection Point or the Placement Agents intends for this Presentation to form the basis of any transaction decision by the recipient. The information contained herein does not purport to be all - inclusive, and was provided by the Parties or is from public or other sources. The Placement Agents have not assumed any responsibility for independently verifying such information, and expressly disclaim any liability in connection with such information. None of the Parties, Inflection Point or any of their respective affiliates, representatives or advisors, including the Placement Agents, makes any representation or warranty, express or implied, or accepts any responsibility or liability for the accuracy or completeness of the information contained herein or any other written, oral or other communications transmitted or otherwise made available to the recipient of this Presentation in the course of its evaluation of the Proposed Transactions. None of the Parties, Inflection Point or the Placement Agents makes any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This Presentation speaks only as of the date of the information herein and none of the Parties, Inflection Point or the Placement Agents has any obligation to update or correct any information herein. None of the Parties, Inflection Point or any of their respective affiliates, representatives or advisors shall be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its accuracy or sufficiency, its omissions, its errors, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Recipients of this Presentation should make their own evaluation of the Company and the Proposed Transactions and should make such other investigations as they deem necessary. Recipients of this Presentation are not to construe its contents, or any prior or subsequent communications from or with the Parties, Inflection Point or any of their respective affiliates, representatives or advisors, as investment, legal or tax advice. Forward Looking Statements This Presentation 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
DISCLAIMER (CONTINUED) | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 3 Forward Looking Statements (Continued) 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. Use of Projections Certain information and conclusions set forth in this Presentation are based on projections. Actual results may differ materially from those indicated in the forward - looking statements because the realization of those results is subject to many uncertainties, including economic conditions and other factors. Investors should be aware that projections are subject to many risks and uncertainties and may be materially different from actual results. Each investor must conduct and rely on its own evaluation, including of the associated risks, in making an investment decision. This Presentation contains projected financial information with respect to the Company, including, without limitation, the Company’s projected revenue, gross margin, capex, and cash for future years. Such projected financial information constitutes forward - looking statements and is for illustrative purposes only, and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying the Company’s projected financial information are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. The inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The Company’s independent auditor has not audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. 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.
DISCLAIMER (CONTINUED) | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 4 Industry and Market Data; Trademarks; Artificial Intelligence - Generated Images Certain information contained in the Presentation relates to or is based on studies, publications, statistics and surveys from third - party sources, and on the Company’s own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. While the Company believes that the third - party sources and its internal research are reliable, such sources and research have not been verified by any independent source. Any data on past performance or modeling contained herein is not an indication as to future performance. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to such industry and market data. The information contained in the third - party citations referenced in this Presentation is not incorporated by reference into this Presentation. This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. The inclusion of particular trademarks, service marks, trade names and copyrights of other companies is not intended to, and does not, imply a relationship with the Parties or Inflection Point or the Parties’ or Inflection Point’s endorsement or sponsorship. Each of the Company, Inflection Point and the SPAC owns or has rights to various trademarks, service marks, trade names and copyrights in connection with the operation of its business which are also included in this Presentation. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the ℠ , ©, or ® symbols, but the Parties and Inflection Point will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. Images contained in this Presentation have been generated using artificial intelligence ("AI") technology and are included solely for illustrative purposes . These images do not depict, represent or otherwise portray actual products, services or offerings of any kind . No representation or warranty, express or implied, is made as to the accuracy, completeness, or reliability of any AI - generated image contained in this Presentation . Recipients of this Presentation should not rely on any such image as an accurate depiction of any existing or proposed product . Additional Information and Where to Find It 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 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.
TODAY’S PRESENTERS Chris Spagnoletti – CEO • Appointed Chief Executive Officer in February 2026 after joining the firm in 2022 and most recently serving as President of Liquid Systems • Has over 30 years of experience in developing critical systems for military and commercial aircraft • Previously President of U.S. Cargo Systems, a TransDigm aerospace business Nick Doucette – VP, Strategic Operations & Co - Founder • Part of Ursa Major's founding team in 2016 to help develop and scale next generation hypersonic, space, and defense technology. He led the company operational scale for the first 8 years of growth • Previously worked for SpaceX where he led manufacturing teams responsible for initial Dragon and Merlin production scale, Raptor engine LRIP, and all additive manufacturing operations Chip Niemann – Interim CFO • Appointed Interim Chief Financial Officer in May 2026 after joining the firm in 2018 as VP of Finance • Has over 10 years of experience as a senior leader managing finance and accounting teams • Previously worked in the audit practice at Ernst & Young and consulting practices of HSSK and Accumyn Consulting Michael Blitzer – Chairman • Founder and Managing Partner of Inflection Point Asset Management, and has led or is leading seven public listings across Inflection Point’s portfolio of strategically important assets in the aerospace & defense, critical minerals, and technology industries • Has led $5B+ of capital raises and overseen billions of strategic M&A to catalyze growth across the portfolio and build leading multi - billion - dollar companies • Serves as Director of Intuitive Machines (LUNR), Lead Director of Merlin Labs (MRLN), and Executive Chairman of USA Rare Earth (USAR) Kevin Shannon – CEO • Founder and Partner of Inflection Point Asset Management, serving as an integral role in Inflection Point’s mergers with Intuitive Machines, USA Rare Earth, and Merlin Labs • Serves as Capital Markets Advisor to Intuitive Machines (LUNR) and Board Advisor to USA Rare Earth (USAR) • Began career in BofA Equity Capital Markets across Tech and Industrials, and Equity Solutions including SPACs | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 5
URSA MAJOR TO GO PUBLIC WITH INFLECTION POINT Partnership between two industry leaders focused on national security • Proven track record of taking high - growth critical infrastructure and strategically important national assets public o Experienced management team that has announced 7 de - SPAC transactions • Aligned, long - term sponsor mindset focused on delivering durable public company value post de - SPAC transaction o Committed anchor order in the prefunded tranche of the PIPE o Hands - on partner active in board - level value creation across all previous deals • Public market expertise having raised $5B+ of capital across its first three companies Partnership positioning Ursa Major for success in the public markets | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 6 • Applying innovation across hypersonic systems , manufacturing of critical solid rocket motors , and in - space mobility solutions • $380M raised in private markets, invested to build proven, reliable, ready to scale systems to meet the needs of the warfighter • Proven flight heritage with more than a dozen flights of our hypersonic engines at mach 5+ speeds • Storable, liquid rocket engine changes dynamic of survivable long - range strike . Successfully flown Ursa Major vehicle 2x • Led by a proven team of industry leaders • Significant customer traction resulting in projected revenue of ~$100M in 2026E, driven by key contract wins that are expected to generate substantial future growth
Ursa Major is addressing critical munition challenges with innovation, speed, and scale » Cutting - edge technology behind innovative products » Demonstrated reliability through extensive ground testing and successful flight tests » 360 + employees blending experience across new space and leading defense primes » Scaled infrastructure with 6 facilities across nearly 500 acres URSA MAJOR: PROPELLING AMERICAN DEFENSE A leading munitions company scaling next - generation hypersonic missiles and solid rocket motors for critical defense needs Next - Gen Hypersonics o HAVOC : Lower - cost, scalable hypersonic missile powered by Draper, a non - cryogenic (storable) liquid propulsion engine o Hadley : Cryogenic liquid propulsion engine supplied to Stratolaunch Solid Rocket Motors o Modular, rapidly manufacturable motors supporting tactical missiles and boosters In - Space Mobility o Hydrazine - based system for satellite propulsion | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 7
URSA MAJOR OFFERS SOLUTIONS TO ADDRESS CRITICAL DEFENSE NEEDS Mission - Critical Defense Needs HAVOC: a lower - cost, scalable hypersonic all - up x round designed to accelerate deployment and address the U . S . shortfall in fielded hypersonic weapons Near - peer adversaries have deployed arsenal of >600 hypersonic weapons; U.S. hypersonics are undelivered and dated SRM: Solid Rocket Motors built on our Lynx x production line supporting flexibility, rapid replenishment, extended - range applications, and modernization Global conflicts are rapidly expending munitions and depleting the arsenal ; the U . S . is currently struggling to keep pace to replenish legacy missiles AI - enabled additive manufacturing and adaptable x manufacturing across 6 facilities and 500 acres support rapid, scalable production of components, engines, motors and missile systems Adversaries have adopted modern manufacturing methods for surge - capable defense hardware, while the U.S. has not | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y Note: Based on publicly available information and management estimates. 8
U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y | 2026 $29.8 $35.7 $95.0 FY25 FY26 FY27 Request REARMING THE WARFIGHTER AMID SURGING DEMAND National defense strategy: strengthen the industrial base, deter adversaries 9 Our customer knows the challenge; Ursa Major is answering the call Over 150% YoY Growth (1) Based on publicly available data. (2) Based on management estimates. $17B+ 2 FY2026 addressable spend for long - range, survivable all - up rounds Forecasted 88% CAGR from FY25 through FY27 No currently fielded weapons systems Total U.S. Missiles & Munitions Budget ($B) 1 $12B+ 2 Value of SRMs fueling critical munitions Ursa Major is pursuing Applications include SM - 6, APKWS, LCCM, and 20” cruise missile booster (Project A)
First HAVOC Ursa Major founded 2015 10 th 2024 Ursa Major begins SRM dev 2024 First motor built in 29 days 2026 Completed 8 th SRM flight 2025 First SRM flight test 2025 Achieve 200/yr rate, Project Kodiak started AFRL contract Second Hypersonic flight for First HAVOC Hadley (powered HAVOC Draper flight flight by Draper) AUR test 2026 2026 2026 2025 2024 Multi - year development, engine testing, & infrastructure scaling HYPERSONICS (HADLEY, DRAPER, HAVOC) SOLID ROCKET MOTORS Scalable Munitions Expertise in Hypersonics and Solid Rocket Motors A DECADE OF DEVELOPMENT, NOW MISSION - READY | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 10
PRODUCTION ENGINEERED FOR SCALE AND RELIABILITY Acres of integrated design, build and test campus to fail fast, learn early and drive reliability 500 Ground tests Ursa Major has conducted to develop our technology >5,500 Seconds of test time for system level development and qualification >140,000 Completely successful hypersonic missions powered by our engines 12+ - - 50,000 100,000 150,000 - - 5 10 15 20 25 2017 Seconds Hotfire Testing Customer Flights Years of testing, failing and learning during development leads to reliable mission success primed for growth 2020 Customer Flights 2023 YTD2026 Seconds hotfire testing Solving Munition Scalability Proven and Tested Infrastructure ~14x lower cost of advanced hypersonic strike weapons 100% YoY capacity growth leading to faster scale 2+ yr reduction in “scale up” time for critical munitions AI - enabled additive manufacturing Adaptable manufacturing | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 11
DRIVEN BY A TEAM OF PROVEN LEADERS Decades of aerospace and defense leadership with innovative engineering and manufacturing Chris Spagnoletti CEO Jason Meredith President | Solids Kip Freeman President | Liquids Justin Siebert COO Nick Doucette VP, Strategic Operations Co - Founder Chip Niemann Interim CFO 360+ employees primarily in Berthoud, CO Employees from disruptors to established providers 5 - armed services represented by over 30 Ursa Major employees | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 12
U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y | 2026 LIQUIDS SOLIDS Hypersonics In - Space Propulsion Booster SRMs Integrated propulsion and missile systems enabling scalable, affordable hypersonic strike Integrated propulsion for space mobility and defense Tactical SRMs Tactical solid rocket motors for CUAS applications, providing lower - cost and extended range (APKWS - ER) Operational SRMs Lower - cost solid rocket motors for naval missile and interceptor applications (Project B and MK 104) Large solid rocket motors for LCCM and Project A booster applications Recurring Production Volume Opportunities 1 2,000+ units: LCCM 300+ units: 20” cruise missile booster (Project A) 250+ units 10,000+ units 100s of systems and components 500 units Representative Customers MULTIPLE FRANCHISE SOLUTIONS LEADING GROWTH 13 Commercial Defense Prime Commercial Space Customers (1) Amounts are based on management’s estimates and the Company’s expected customer demand for these products.
HAVOC SEEKS TO ADVANCE U.S. HYPERSONIC MISSILE TECHNOLOGY AHEAD OF ADVERSARIES HAVOC: a first - of - its - kind, all - domain, hypersonic missile designed for rapid production, scalability, and affordability HAVOC is designed to out - maneuver, evade, and overwhelm our adversaries We believe HAVOC can put the U.S. 10 years ahead of near - peer adversaries 300nm to 1,000+nm range Commercially available materials at ~ 14x lower costs 2 successful flights and thousands of seconds of test time All - domain for air, ground, sea or space Integrated vehicle carrying 250 lb. warhead Adaptable, unpredictable trajectory with liquids | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 14
LRASM $3.5 JASSM $1.8 ARRW $15.0 HACM $14.0 LRHW $41.0 Tomahawk $2.5 HAVOC - XR $3.0 Blackbeard $0.4 - - 200 400 600 1,000 1,200 1,400 1,600 Speed, Maneuverability 800 Range (nmi) ELITE HYPERSONIC RANGE AND SURVIVABILITY AT TOP - TIER COST RATIOS HAVOC is designed to meet the urgent need for weapons in the “Deterrence Sweet Spot” that balance range and resilience at a fraction of the cost Shorter range and less survivable “salvo’ weapons PrSm Inc. 2 $5.2 US$ in M Not - fielded Fielded | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y Note: Chart based on publicly available information. 15
U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y | 2026 SCALING HAVOC TO 500+ MISSILES PER YEAR BY 2030 Facility Expansion 50 / year Facility Expansion 250 / year 500+ / year +Seeker +Guidance +Advanced Maneuvering +Hypersonic Airframe +Boost Development Production 8 / year Pilot Assembly Line 20 / year ▪ Continued capital investments to be deployed to get to ~500 units production per year ▪ Largest cost drivers include additive printers, machining assets, as well as facility upgrades ▪ Projected spend deployed through 2030 in phased manner to meet customer production needs +Payload Operational Weapon achieved HAVOC Production Spend 2 46% Machining, Forming, Sheet Metal 28% Additive Infrastructure 14% Assembly, Facility & Integration 11% Testing, Inspection, Avionics 16 2026E 1 Build on AFRL ARMD Flight Demonstration with: 2027E 1 Development Prototype 2028E 1 2029E 1 2030E 1 (1) Based on management’s estimates. There is no assurance that such production targets will be met or achieved. (2) May not add to 100% due to rounding.
Significantly lower capital investment required The first truly adaptable SRM factory Duplication capable creating significant scale Faster, cheaper qualification due to process - based qual These motors were manufactured with the same equipment, in the same factory, with the same people . 2.75” cUAS APKWS | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 17 5 - 7” Tech Dev Rapid technology 13.5” Interceptors MK 104 10” Interceptors Navy Pathfinder MULTIPLE MOTORS ON THE SAME PRODUCTION LINE Flexible inert manufacturing capabilities coupled with DCMA - approved energetics automation delivering faster and safer missile motor production
MERCHANT SRM SUPPLIERS BENCHMARKING Select New Entrants Incumbents 3D Printing Propellant & Inerts Custom Propellant & Automated Manufacturing Legacy Manufacturing Legacy Manufacturing Mixed Model Production Approach Flexibility Reliability Performance Dev. for large motors such as CPS, Mk - 72 and Mk - 104 DPA, GL - SDB, GMLRS CPS, Sentinel, GMLRS Stinger, Javelin, JAGM, SM - 3/6, PAC - 3, THAAD Dev. on multiple tactical and operational programs with diam. from 2” – 20” Select Current Programs All - Up Round Capable Texas Mississippi Utah, West Virginia, Maryland Arkansas, Virginia Colorado Energetics Location | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y Note: Based on publicly available information and management estimates. 18
SOLID MISSILE SYSTEM PRODUCTION EXPANSION Project Kodiak Phase 1 Project Kodiak Phase 2 Pilot Facility (Berthoud Campus today) • R&D and low - rate capabilities • Energetics manufacturing capacity up to ~100k lbs. / year (2x 40 - gallon mixers) • Multiple SRM test stands for manual and automated testing • 11k sq ft. inerts production mixed model manufacturing line • Multi bowl rotating casting exceeding 2,000 lbs. / day with approximately 500k lbs. / yr • Multiple AP mills • 18 to 22 months along with incremental capital expenditures • Leverages Berthoud inert production • Multiple 150+ gallon mixers • All associated production separated from Berthoud campus • Adjacent land for development available for purchase • Additional 24 months along with incremental capital expenditures | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y Note: Timeline is based on management estimates. 19
SIGNIFICANT TRACTION TO DATE… SRM Boosters LCCM, HAVOC booster, Project A booster 2.75” – 7” SRM Enhanced range APKWS motor, cUAS applications 10” - 13.5” SRM MK 104 Project B Hypersonics Low cost, adaptable hypersonic $3M $5M+ $25M+ $70M+ Contract Wins to Date Commercial Defense Prime Recent Wins | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 20
T ACTICAL SRM …COUPLED WITH A ROBUST PIPELINE TO DRIVE CONTINUED GROWTH I N - S PACE P ROPULSION H YPERSONICS Select Near - Term Pipeline Contract Opportunities Programs Under Contract ’26E – ’28E Pipeline Opportunity Total: ~2.8B >$1,000M ~$310M Incr. GEO Prop ($11M) Defense Prime Thruster PO ($4M) RG - XX Systems & Components ($9M) New Space Thrusters ($1.6M) Chem Prop deliveries Thruster deliveries Draper ARMD Stratolaunch Gravitics ~$315M APKWS Task 4 ($4M) LIQUIDS SOLIDS BAE development contract APKWS - ER initial development ARMD Follow - ons ($51M) Mach - XL Program SMDC TACRAM ($280M) Targets ($38M) APKWS Low - Rate Production ($4M) O PERATIONAL SRM ~$200M MK 104 CDR Defense Prime - 10” development Project C ($93M) Project B ($54M) MK 104 Qualification ($25M) B OOSTER SRM | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 21 ~$900M Project A ($18M) Commercial Defense Prime - LCCM Phase I LCCM Lim. Qual. ($6M) LCCM 2027 Production ($98M) MDA Targets Follow - ons ($10M)
Forecast FINANCIAL GROWTH POWERED BY PRODUCTS Strong demand fueled by our mission success leads to significant revenue growth opportunities with attractive margins 50% 44% 27% Gross Margin ($37) ($17) ($12) Capex 126 89 28 Cash US$ in M • Management probability weights opportunities given scale across business units • LCCM customer discussing $100M in production revenue in 2027E • Mach - XL and other HAVOC follow - on opportunities can drive >$100M in 2027E revenue • Expected 2027E capex of $85M to achieve forecasted growth $18.5 $45 $101 2024A 2025A $120 $63 $16 ~$200 Backlog and factored near - term follow - on opportunities Actuals 2027E Revenue Opportunity Factored high - probability near - term opportunities Other factored opportunities | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y (1) Based on management’s estimates. 22 2026E 1 2027E 1
U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y | 2026 PROPOSED TRANSACTION SUMMARY 23 Uses (US$M): $1,600 Equity to Ursa Major 670 Cash to Balance Sheet 25 Estimated Transaction Expenses $2,295 Total Uses ILLUSTRATIVE OWNERSHIP AT CLOSE (US$M, except per share values) ILLUSTRATIVE TRANSACTION HIGHLIGHTS » Illustrative transaction values Ursa Major at $1.6B pre - money equity value » Combined company is targeting $350M in committed capital, anchored by Inflection Point » Existing shareholders will roll 100% of interest and are estimated to retain approximately ~68% of ownership at close The targeted $350M equity raise is expected to cover cash needs through breakeven , as well as long - term planned production facilities ILLUSTRATIVE SOURCES AND USES Ownership (%) Pro Forma Shares (M) Shareholder 67.6% 160.0 Ursa Major Rollover 14.6% 34.5 Inflection Point Public Shareholders (1) 13.0% 30.8 PIPE Investors (2) 4.9% 11.5 SPAC Sponsor (3) 100.0% 236.8 Total Pro Forma Shares Outstanding $10.0 Trust Value Per Share (1) $2,368.2 Pro Forma Equity Value ($670.0) ( - ) Pro Forma Cash on Balance Sheet $1,698.2 Pro Forma Enterprise Value Sources (US$M): $1,600 Ursa Major Rollover Equity 345 SPAC Trust (1) 350 PIPE $2,295 Total Sources (1) Assumes the SPAC will have an estimated $345M total cash in trust and 0% redemptions. Does not include impact of SPAC warrants or other convertible securities. Trust value per share is the assumed value at merger and does not account for expected accrued interest on cash in trust, which would increase the trust value at closing. Ursa Major Rollover IP Public Shareholders SPAC Sponsor PIPE Shareholders (2) Includes Inflection Point. Does not include impact of warrants issued in connection with the PIPE. (3) Includes Inflection Point. Does not include impact of SPAC warrants or other convertible securities. 67.6% 14.6% 4.9% 13.0%
Ursa Major’s mission is to develop and deliver game - changing aerospace technology and defense systems with unmatched speed and rigor . | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 24
RISK FACTORS All references to “we,” “us” or “our” refer to Ursa Major prior to the consummation of the Proposed Transaction. The risks described below are a non - exhaustive list of the key risks related to Ursa Major and the factors that could cause actual results to differ from the intentions and assumptions described in this Presentation. This list has been prepared solely for potential private placement investors in this private placement transaction and not for any other purpose. You should carefully consider these risks and uncertainties, carry out your own due diligence, and consult with your own financial and legal advisors concerning the risks and suitability of an investment in this private placement transaction before making an investment decision. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished in respect of the Proposed Transaction with the SEC. The risks presented in such filings will include risks associated with the post - business combination operation of Ursa Major and the risks associated with the Proposed Transaction, and these risks may differ significantly from, and will be more extensive than, those risks presented below. Ursa Major, Inflection Point and any SPAC may be subject to the following factors, many of which are outside of Ursa Major’s, the SPAC’s and Inflection Point’s control: | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 25 Risks Related to Ursa Major’s Business and Industry • Ursa Major is an early - stage defense company with limited revenue to date and has not achieved profitability; it may never do so. • Ursa Major has a limited operating history in hypersonic missile systems and solid rocket motor manufacturing, having only begun SRM development in 2024 and unveiled the HAVOC missile system in February 2026, which makes it difficult to evaluate its prospects. • Ursa Major will require significant additional capital to fund Project Kodiak, HAVOC production expansion, and other facility investments through 2030, and such capital may not be available on acceptable terms or at all. • Ursa Major’s revenue projections assume the U.S. missiles and munitions budget will grow at an 88% CAGR from FY25 through FY27; if this growth does not materialize or programs such as LCCM, APKWS, and MK 104 are cancelled or delayed, Ursa Major’s revenue and prospects would be materially harmed. • Ursa Major faces significant competition from incumbent defense primes such as Aerojet Rocketdyne and Northrop Grumman, as well as new entrants like Castelion, Anduril, X - Bow, many of which have substantially greater resources, established customer relationships, and production track records. • Adverse macroeconomic conditions, including inflation, tariffs on imported raw materials, rising interest rates, or geopolitical instability, could increase Ursa Major’s operating costs, reduce available government funding, and delay its path to profitability. • Ursa Major’s success depends, in part, on its ability to innovate, develop new technologies, products and services and efficiently produce and deliver existing products. Failure to do so or meet its contractual obligations that require innovative design could adversely affect its profitability, reputation and future prospects and have a material adverse effect on Ursa Major’s financial condition, results of operations and/or cash flows. Risks Related to Ursa Major’s Government Contracts and Customers • Ursa Major derives substantially all of its revenue from contracts with, and subcontracts supporting programs for, the U.S. Department of War, including the U.S. Navy, Air Force, Army, and Space Force, and any reduction in defense appropriations, failure to complete the annual budget process, or shift in hypersonic and munitions priorities could materially reduce its contract awards. • Ursa Major’s contract pipeline is subject to competitive bidding, government funding availability, successful commercialization of Ursa’s products and program - of - record decisions. There can be no assurance that pipeline opportunities will convert to awarded contracts or production revenue. • Ursa Major’s customer base is concentrated among a small number of U.S. government agencies, defense primes, and commercial space customers, including the U.S. Air Force, the U.S. Navy, RTX, BAE Systems, and the loss or termination of any key contract could materially reduce revenue. • Certain of Ursa Major’s customer contracts, including its IDIQ vehicles and development contracts, may be terminated by the U.S. government or a commercial customer for convenience at any time, and remedies for such termination may not compensate Ursa Major for anticipated revenues or costs incurred. • Ursa Major’s fixed - price development and production contracts, including the MK 104 program with the U.S. Navy, and LCCM work, and certain contracts with U.S. Air Force and Stratolaunch, expose it to cost overrun risk, and any unanticipated increases in material, labor, or facility costs must be absorbed by Ursa Major.
RISK FACTORS (CONTINUED) | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 26 Risks Related to Ursa Major’s Technology, Manufacturing and Facilities • Ursa Major’s operations involve the manufacturing, handling, storage, and testing of explosive and ignitable energetic materials, including proprietary solid propellant and ammonium perchlorate, at its own facilities and at contracted test facilities, and any accident, unplanned ignition, or explosion could result in death, injury, facility destruction, regulatory sanctions, operational disruption, and significant liability. • Ursa Major must scale its Lynx SRM production line from hundreds of motors per year to thousands to meet anticipated customer demand, and any failure to execute Project Kodiak on schedule and in advance of contractual needs, achieve process - based qualification, or expand energetics capacity could delay deliveries and harm its competitive position. • Ursa Major’s HAVOC missile system powered by its Draper engine is in early - stage development with only two successful flights to date, and significant additional design, testing, qualification, and production scale - up - including integration of airframes, seekers, payloads, and guidance systems - must be completed before HAVOC can generate meaningful production revenue. • Ursa Major’s Draper engine has only been flight - tested twice over an eight - month period, and any anomaly, failure, or delay in achieving further flight milestones could jeopardize U.S. Air Force and other follow - on contracts and the HAVOC program. • Ursa Major’s manufacturing operations are concentrated across facilities in two states, including, on approximately 500 acres in Colorado and with additive manufacturing facilities in Youngstown, Ohio, and any natural disaster, fire, power outage, or other disruption at these locations could halt production of engines, motors, and missile systems. • Ursa Major relies on AI - enabled additive manufacturing techniques for a majority of its liquids and solids engine components and other products and hardware, and any defects, print failures, quality escapes, or limitations in scaling this technology could increase costs, delay production, and harm performance. • Ursa Major depends on a limited number of suppliers for specialized materials including but not limited to liquid oxygen, kerosene, ammonium perchlorate, and advanced metal powders for additive manufacturing, and any shortage, price increase, or supply disruption could impair its ability to fulfill contracts. • Ursa Major’s growth strategy requires obtaining and maintaining facility security clearances, including SECRET and TS/SCI accreditations, for current and planned facilities, which are costly to build to accreditation and contract standards, and any delays in bringing classified infrastructure and networks online, denial or lapse of clearance applications, or failure to meet applicable security requirements could limit Ursa Major’s ability to perform on classified programs, restrict its eligibility for new contract awards, and impair its ability to scale operations. Risks Related to Ursa Major’s Human Capital • Ursa Major has rapidly expanded its leadership team and workforce - including appointing a new CEO in February 2026, a new interim CFO in May 2026, a new President of Solid Missile Systems, and a new COO - as it transitions from a development - stage company to a production - rate enterprise. Ursa Major is also seeking to appoint a new Chief Revenue Officer. Any inability to effectively integrate new executives, align organizational culture, establish scalable management processes, or maintain operational continuity during this period of rapid growth could disrupt execution of critical programs and harm Ursa Major’s business. • Ursa Major competes to attract and retain a limited pool of engineers, energetics, and inerts specialists and technicians, additive manufacturing experts, and other specialized talent, including personnel who hold or have the ability to obtain security clearances, with SpaceX, Blue Origin, Lockheed Martin, Northrop Grumman, and other defense and space companies, and its locations in Colorado and Ohio may limit its ability to attract sufficient talent to support production ramp. If Ursa Major is unable to attract and retain a qualified workforce necessary for its business, it may be unable to maintain its competitive position, meet the needs of its customers or achieve its results, which could have a material adverse effect on its business and financial performance. Risks Related to Ursa Major’s Intellectual Property, Regulatory Compliance and Cybersecurity • Ursa Major’s rocket engines, solid rocket motors, and missile systems are subject to ITAR, EAR, and other U.S. export control and economic sanctions regulations, and any failure to comply could result in debarment from government contracting, criminal penalties, loss of security clearances, and reputational harm. • Ursa Major’s proprietary technologies, including its Highly Loaded Grain (HLG) propellant formulation, Lynx manufacturing process, Draper engine design, and Hadley engine design, are protected primarily by trade secrets and know - how rather than patents, and any unauthorized disclosure, employee departure to a competitor, or failure to maintain confidentiality could erode its competitive advantages. • Ursa Major handles classified and controlled unclassified information in connection with its defense programs and recently achieved CMMC Level 2 certification, and any cybersecurity breach, loss of certification, or unauthorized access to sensitive defense data could result in contract termination, government investigation, and loss of future business.
RISK FACTORS (CONTINUED) | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 27 Risks Related to Ursa Major’s Financial Condition and Projections • Ursa Major’s financial projections, including estimated 2026 revenue of approximately $100 million and 2027 revenue opportunity of approximately $200 million, are based on management's probability - weighted assumptions about contract wins, production ramp timelines, and government budget levels that may prove materially inaccurate, and Ursa Major’s actual results may differ significantly from these projections. • Ursa Major’s projected gross margin expansion assumes successful transition from development - stage contracts to production - rate programs, favorable pricing on fixed - price work, and achievement of manufacturing efficiencies that Ursa Major has not yet demonstrated at scale, and failure to achieve these margins could materially impair Ursa Major’s ability to reach profitability. • Ursa Major’s financial projections are substantially dependent on the timing and receipt of U.S. government contract awards, and any delay in anticipated awards, reduction in contract scope, failure to receive expected sole - source or competitive awards or change in U.S. government spending priorities could cause actual revenues to fall materially short of projections and adversely affect Ursa Major’s financial condition and liquidity. Risks Related to the Proposed Business Combination • Past performance by Inflection Point, any SPAC’s management team, its and their advisors, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Ursa Major. • The consummation of the Proposed Transactions are expected to be subject to a number of conditions and, if those conditions are not satisfied or waived, any definitive agreement relating to the Proposed Transactions may be terminated in accordance with its terms and the Proposed Transactions may not be completed. • The ability of the SPAC’s public shareholders to exercise redemption rights with respect to a large number of outstanding public shares may prevent the SPAC from completing the Proposed Transactions or optimizing its capital structure. • The benefits of the Proposed Transactions may not be realized to the extent currently anticipated by Ursa Major and Inflection Point, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain and expand relationships with customers and suppliers and retain its management and key employees. • Ursa Major and the SPAC will incur significant transaction and transition costs in connection with the Proposed Transactions, which could be higher than currently anticipated. • Some of the SPAC’s executive officers and directors, which will include affiliates of Inflection Point, may have conflicts of interest that may influence or have influenced them to support or approve the Proposed Transactions without regard to your interests or in determining whether Ursa Major is an appropriate target for the SPAC’s initial business combination. Such persons may receive a positive return on their investment in the SPAC’s founder shares and in preferred equity and related securities of the combined company, even if the SPAC’s public shareholders experience a negative return on their investment. • There are risks to unaffiliated investors by taking Ursa Major public through a business combination rather than through an underwritten offering. There can be no assurance that any diligence review conducted by the parties has identified all material risks associated with the Proposed Transactions. • An active trading market for the combined company’s securities may not develop, which may limit your ability to sell such securities. • After the closing of the Proposed Transactions, sales of a substantial number of shares of the combined company’s stock in the public market by existing shareholders could cause the stock price to decline. • After the closing of the Proposed Transactions, a significant number of shares of the combined company’s stock will be subject to issuance upon conversion or exercise of convertible securities, which may result in dilution to the combined company’s shareholders. Any dilution may be magnified if the conversion price or exercise price of any such instruments are reduced in accordance with the terms thereof. General Risk Factors • There can be no assurance that the combined company will be able to meet the initial listing standards of Nasdaq, or following the closing of the Proposed Transactions, continued listing standards of Nasdaq. • Ursa Major’s business may be adversely affected by global political and macroeconomic challenges, including tariffs, inflation, volatile interest rates, or an economic downturn or recession, as well as geopolitical conflicts and supply chain disruptions. • Ursa Major is subject to risks associated with climate change, including physical and transitional risks.
RISK FACTORS (CONTINUED) | 2026 U R S A M A J O R T E C H N O L O G I E S , I N C . P R O P R I E T A R Y 28 General Risk Factors (Continued) • Ursa Major is subject to complex, evolving, and potentially burdensome regulatory requirements across federal, state, and local jurisdictions, and any failure to comply with applicable regulations, or any changes in the regulatory environment, could increase compliance costs, result in penalties or enforcement actions, and adversely affect Ursa Major’s operations and financial condition. • Members of Ursa Major’s management team have limited experience in operating a public company, and any lack of familiarity with the regulatory, compliance, and reporting obligations applicable to public companies could result in increased costs, diversion of management attention, and potential regulatory or legal exposure. • Ursa Major depends on winning profitable business in competitive markets from U.S. government customers for a significant portion of its revenue, and any inability to compete effectively for new contract awards, maintain existing customer relationships, or achieve favorable pricing could materially reduce revenue and harm profitability. • Supply chain disruptions, including shortages of critical materials, transportation delays, or vendor capacity constraints, could have adverse effects on Ursa Major’s ability to provide certain products and services, fulfill contractual obligations, and maintain production schedules. • Ursa Major is subject to federal, state, and local laws and regulations governing the use, transportation, and disposal of toxic and hazardous materials, and any failure to comply with these requirements could result in substantial fines, enforcement actions, remediation obligations, and reputational harm. • Costs to comply with federal, state, and local environmental laws and regulations, both existing and newly enacted, may be material, and any increase in environmental compliance obligations could adversely affect Ursa Major’s operating costs, capital expenditure requirements, and financial results.
Filing Exhibits & Attachments
16 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED AS OF AUGUST 24, 2026, BY AND AMONG BLEICHROEDE 44.5 KB
- EX-10.2 FORM OF SELLER VOTING AND SUPPORT AGREEMENT 46.4 KB
- EX-10.3 FORM OF SPONSOR LOCK-UP AGREEMENT 48.6 KB
- EX-10.4 FORM OF SELLER LOCK-UP AGREEMENT 43.7 KB
- EX-10.5 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 182.4 KB
- EX-10.6 FORM OF SECURITIES PURCHASE AGREEMENT (SERIES A PREFERRED STOCK) 245.3 KB
- EX-10.7 FORM OF SECURITIES PURCHASE AGREEMENT (PRE-FUNDED PIPE) 154.9 KB
Other Documents
- EX-2.1 BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 24, 2026, BY AND AMONG BLEICH 695.3 KB
- EX-3.1 FORM OF CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 10. 190.4 KB
- EX-4.1 FORM OF WARRANT TO BE ISSUED TO EACH SERIES A PREFERRED STOCK INVESTOR 138.5 KB
- EX-101 XBRL SCHEMA FILE 4.2 KB
- EX-101 XBRL DEFINITION FILE 26.8 KB
- EX-101 XBRL LABEL FILE 37.1 KB
- EX-101 XBRL PRESENTATION FILE 25.4 KB