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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 31, 2026
Bleichroeder Acquisition Corp. III
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43387 |
|
98-1931116 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 212-984-3835
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 |
| Units, each consisting of one Class A ordinary share and one-fourth of one redeemable warrant |
|
BCCQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BCCQ |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
BCCQW |
|
The Nasdaq 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 8.01. Other Events.
Separate Trading
of Class A Ordinary Shares and Warrants
On
July 31, 2026, Bleichroeder Acquisition Corp. III (the “Company”) announced that, commencing on August 3, 2026, the
holders of the units issued in the Company’s initial public offering (the “Units”), each consisting of one Class
A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one
redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in
the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary
Shares and the Warrants will trade on the Nasdaq Global Market under the symbols “BCCQ” and “BCCQW,” respectively.
Units not separated will continue to trade on the Nasdaq Global Market under the symbol “BCCQU.” Holders of Units will need
to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate
the Units into Class A Ordinary Shares and Warrants.
Item 9.01 Financial Statement and Exhibits.
(d)
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated July 31, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: July 31, 2026 |
BLEICHROEDER ACQUISITION CORP. III |
| |
|
| |
By: |
/s/ Marcello Padula |
| |
Name: |
Marcello Padula |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Bleichroeder Acquisition Corp. III Announces
the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing August 3, 2026
NEW YORK, NY, July 31, 2026 (GLOBE NEWSWIRE) -- Bleichroeder
Acquisition Corp. III (Nasdaq: BCCQU) (the “Company”) announced today that, commencing August 3, 2026, the holders of the
units issued in the Company’s initial public offering (the “Units”), each consisting of one Class A ordinary share of
the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fourth of one redeemable warrant of the
Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for
$11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary Shares and the Warrants will trade
on the Nasdaq Global Market under the symbols “BCCQ” and “BCCQW,” respectively. Units not separated will continue
to trade on the Nasdaq Global Market under the symbol “BCCQU.”
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Bleichroeder Acquisition Corp. III
The Company 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. The Company may pursue an acquisition opportunity in any industry, sector or geographic region.
The Company’s primary focus, however, will be on North American and European businesses in disruptive growth sectors, which may
include companies within sectors that are being transformed via technology adoption. The Company’s management team is led by its
Co-Founders, Michel Combes and Andrew Gundlach, Marcello Padula, its Chief Executive Officer, and Robert Folino, its Chief Financial Officer.
The Board also includes Clemence Rasigni, Christopher Kellen and Constantine Dakolias.
FORWARD-LOOKING STATEMENTS
This press release may include, and oral statements
made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding
possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of
historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently
available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements
as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s
initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after
the date of this release, except as required by law.
Company Contact
Bleichroeder Acquisition Corp. III
1345 Avenue of the Americas, 47th Floor New York, NY 10105
Attn: Robert Folino
(o) 212.984.3835
robert.folino@bspac1.com