Bleichroeder Acquisition Corp. III SEC Filings

Bleichroeder Acquisition Corp. III is a Cayman Islands special purpose acquisition company formed on April 1, 2026 to complete a Business Combination. For the period from inception through June 30, 2026, it had no operating revenues and reported a net loss of $2,078,048, driven by $62,298 of formation, general and administrative costs and $2,015,750 of share-based compensation to officers. At June 30, 2026, total assets were $512,356, mainly deferred offering costs, against current liabilities of $549,654, resulting in a shareholders’ deficit of $37,298 and a working capital deficit of $527,974.

Subsequent to quarter-end, on July 8, 2026 the company completed its IPO of 34,500,000 units at $10.00 per unit, including full over-allotment, generating $345,000,000 of gross proceeds, and sold 8,500,000 Private Placement Warrants for an additional $8,500,000. An aggregate $345,000,000 was placed in a Trust Account at $10.00 per public share, while transaction costs totaled $21,364,856. The SPAC has 24 months from the IPO closing (the “Completion Window”) to consummate a Business Combination and may use up to $2,000,000 in convertible Working Capital Loans if needed.

Bleichroeder Acquisition Corp. III reported that, commencing August 3, 2026, holders of its publicly traded units may elect to separately trade the Class A ordinary shares and redeemable warrants contained in each unit. Each unit consists of one Class A ordinary share, par value $0.0001, and one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at $11.50 per share. The Class A ordinary shares and warrants will trade on the Nasdaq Global Market under the symbols BCCQ and BCCQW, while units that are not separated will continue to trade under BCCQU; no fractional warrants will be issued and only whole warrants will trade.

The company is a blank check company formed to pursue a business combination, with a primary focus on North American and European businesses in disruptive growth sectors.

Bleichroeder Acquisition Corp. III reported that its Board of Directors appointed Constantine Dakolias as a director on July 20, 2026, effective immediately. He qualifies as an independent director and has been named a member of the Board’s audit committee.

Mr. Dakolias, age 60, has over three decades of investment, credit and asset management experience, including nearly 25 years at Fortress Investment Group where he served as Co-Chairman and previously Co-Chief Investment Officer of its credit and real estate funds. The company states there are no family relationships with current leadership and no transactions requiring disclosure under Item 404(a) of Regulation S-K. He entered into a joinder to a letter agreement and an indemnification agreement substantially similar to those of existing officers and directors.

Bleichroeder Acquisition Corp. III, a Cayman Islands blank check company, reports that it consummated its initial public offering of 34,500,000 units, including the full 4,500,000-unit over-allotment. The units were priced at $10.00 per unit, generating $345,000,000 of gross proceeds.

Each unit contains one Class A ordinary share and one-fourth of a redeemable warrant, with each whole warrant exercisable at $11.50 per share. Concurrently, the company sold 8,500,000 private placement warrants at $1.00 each for $8,500,000 of additional proceeds. After transaction costs of $21,364,856, $345,000,000, or $10.00 per public share, was placed in a U.S. trust account.

The balance sheet as of July 8, 2026 shows total assets of $346,817,484, including $1,467,629 of cash outside the trust and $345,000,000 in the trust account. There are 34,500,000 Class A shares classified as subject to possible redemption at $10.00 per share and 11,500,000 Class B founder shares outstanding, with shareholders’ deficit of $12,974,378. The company has a 24‑month “Completion Window” to complete a business combination before liquidating the trust.

Bleichroeder Sponsor 3 LLC and its managing members, Andrew Gundlach and Michel Combes, report beneficial ownership of 11,500,000 Class B Ordinary Shares of Bleichroeder Acquisition Corp. III. These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to anti-dilution adjustments.

The 11,500,000 shares represent 25.0% of 46,000,000 ordinary shares outstanding upon the July 8, 2026 initial public offering, including 34,500,000 Class A and 11,500,000 Class B shares. The Sponsor also holds 5,000,000 private placement warrants exercisable at $11.50 per share, which are excluded from this ownership because they are not exercisable within 60 days. Voting and dispositive power over the reported shares is shared through the Sponsor, and each individual reports beneficial ownership only to the extent of any pecuniary interest.

Continental General Insurance Company and affiliated entities report beneficial ownership of 2,997,000 Units of Bleichroeder Acquisition Corp. III, representing about 8.7% of the outstanding Units based on 34,500,000 Units outstanding as of July 8, 2026.

Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant exercisable for one Class A share at $11.50 per share starting 30 days after the issuer’s Initial Business Combination and expiring five years after that combination. Continental Insurance Group, Continental General Holdings and Michael Gorzynski may be deemed to beneficially own the same Units through ownership and managerial roles, with shared voting and dispositive power over the position.

Bleichroeder Acquisition Corp. III, a Cayman Islands blank check company, completed its Nasdaq-listed initial public offering of 34,500,000 units, including the full over-allotment, at $10.00 per unit, generating $345,000,000 in gross proceeds. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with each whole warrant exercisable at $11.50 per share.

The company also sold 8,500,000 private placement warrants at $1.00 each to its sponsor and underwriters. In total, $345,000,000, including up to $14,700,000 of deferred underwriting discount, was deposited into a U.S. trust account, to be released only upon completion of an initial business combination, specified shareholder redemptions, or liquidation if no business combination occurs within 24 months of the IPO closing.

Two independent directors, Clemence Rasigni and Christopher Kellen, joined the board and its audit and compensation committees, and the company adopted amended and restated Cayman Islands constitutional documents in connection with the IPO. The SPAC intends to target North American and European businesses in disruptive growth sectors.

Bleichroeder Acquisition Corp. III is offering 30,000,000 units at $10.00 per unit for aggregate gross proceeds of $300,000,000. Each unit contains one Class A ordinary share and one-quarter of a redeemable warrant; whole warrants exercise for one Class A share at $11.50. $300.0 million (or $345.0 million if over-allotment exercised) of the offering proceeds will be placed in a U.S.-based trust account. Public shareholders may redeem their public Class A shares for a pro rata amount from the trust upon completion of an initial business combination. The sponsor purchased 11,500,000 Class B founder shares for $25,000 and agreed to buy 8,500,000 private placement warrants at $1.00 each. The SPAC has a 24-month completion window to effect an initial business combination, subject to limited extensions and shareholder approval.