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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 6, 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 1.01. Entry into a Material Definitive Agreement.
On July 8, 2026, Bleichroeder Acquisition Corp.
III (the “Company”) consummated its initial public offering (“IPO”) of 34,500,000 units (the “Units”),
including the full exercise by the underwriters of an option to purchase up to 4,500,000 Units at the offering price to cover over-allotments.
The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $345,000,000. Each Unit consists 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.
In
connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s
registration statement on Form S-1 (File No. 333-296923) for the IPO, initially filed with the U.S. Securities and Exchange Commission
on June 18, 2026 (the “Registration Statement”):
| ● | An Underwriting Agreement, dated July 6, 2026, by and between the Company
and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), as representative
of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A
Warrant Agreement, dated July 6, 2026, by and between the Company and Continental Stock Transfer
& Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto
and incorporated herein by reference. |
| ● | A Letter Agreement, dated July 6, 2026, by and among the Company, its officers
and directors and the Sponsor (as defined below), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | An
Investment Management Trust Agreement, dated July 6, 2026, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as
Exhibit 10.2 hereto and incorporated herein by reference. |
| ● | A
Registration Rights Agreement, dated July 6, 2026, by and among the Company and certain security
holders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| ● | A
Private Placement Warrants Purchase Agreement, dated July 6, 2026 (the “Sponsor
Private Placement Warrants Purchase Agreement”), by and between the Company and
Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “Sponsor”),
a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| ● | A
Private Placement Warrants Purchase Agreement, dated July 6, 2026 (the “Underwriter
Private Placement Warrants Purchase Agreement”), by and among the Company, CCM
and Clear Street LLC (“CS” and together with CCM, the “Underwriters”),
a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| ● | Indemnity
Agreements, dated July 6, 2026, by and among the Company and each director and executive
officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated
herein by reference. |
| ● | A
Services and Indemnification Agreement, dated July 6, 2026, by and among the Company, the
Sponsor and Bleichroeder LP, a copy of which is attached as Exhibit 10.7 hereto and
incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant
to the Sponsor Private Placement Warrants Purchase Agreement and the Underwriter Private Placement Warrants Purchase Agreement, the Company
completed the private sale of an aggregate of 8,500,000 warrants (the “Private Placement Warrants”) to the Sponsor
and the Underwriters at a price of $1.00 per Private Placement Warrant. Of those 8,500,000 Private Placement Warrants, our Sponsor purchased
5,000,000 Private Placement Warrants and the Underwriters purchased an aggregate of 3,500,000 Private Placement Warrants. The Private
Placement Warrants (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants
was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2026, in connection with the IPO, Clemence
Rasigni and Christopher Kellen were appointed to the Board of Directors of the Company (the “Board”). Each of Ms. Rasigni
and Mr. Kellen was appointed to the Board’s Audit Committee, with Ms. Rasigni serving as chair. Each of Ms. Rasigni and Mr. Kellen
was appointed to the Board’s Compensation Committee, with Mr. Kellen serving as chair.
On July 6, 2026, the Company entered into indemnity
agreements with each of the directors and executive officers of the Company that require the Company to indemnify each of them to the
fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K
and incorporated herein by reference.
Item 5.03. Amendments to the Amended and Restated Memorandum
and Articles of Association; Change in Fiscal Year.
On July 6, 2026, in connection with the IPO, the
Company filed its amended and restated memorandum and articles of association (the “A&R Memorandum and Articles of Association”)
with the Cayman Islands Registrar of Companies, which was effective on July 6, 2026. The terms of the A&R Memorandum and Articles
of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the A&R Memorandum
and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $345,000,000 of the proceeds from the
IPO and the sale of the Private Placement Warrants (which amount includes up to $14,700,000 of the underwriter’s deferred discount),
was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and
dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion
of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s A&R Memorandum and Articles of Association to modify the substance or timing of its obligation to
redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing
of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity.
On July 6, 2026, the Company issued a press release
announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On July 8, 2026, the Company issued a press release
announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of Bleichroeder Acquisition Corp. III. |
| 4.1 |
|
Warrant Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Continental Stock Transfer & Trust Company, as warrant agent. |
| 10.1 |
|
Letter Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and each of the officers and directors of Bleichroeder Acquisition Corp. III. |
| 10.2 |
|
Investment Management Trust Agreement, July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Continental Stock Transfer & Trust Company, as trustee. |
| 10.3 |
|
Registration Rights Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and certain security holders. |
| 10.4 |
|
Private Placement Warrants Purchase Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Bleichroeder Sponsor 3 LLC. |
| 10.5 |
|
Private Placement Warrants Purchase Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC. |
| 10.6 |
|
Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-296923), filed by Bleichroeder Acquisition Corp. III on June 18, 2026). |
| 10.7 |
|
Services and Indemnification Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and Bleichroeder LP |
| 99.1 |
|
Pricing Press Release, dated July 6, 2026. |
| 99.2 |
|
Closing Press Release, dated July 8, 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 8, 2026 |
BLEICHROEDER ACQUISITION CORP. III |
| |
|
| |
By: |
/s/ Marcello Padula |
| |
Name: |
Marcello Padula |
| |
Title: |
Chief Executive Officer |
4
Exhibit 99.1
Bleichroeder Acquisition Corp. III Announces
the Pricing of $300,000,000 Initial Public Offering
NEW YORK, NY, July 6, 2026 -- Bleichroeder Acquisition
Corp. III (the “Company”) announced today the pricing of its initial public offering of 30,000,000 units. The units are expected
to be listed on The Nasdaq Stock Global Market (“Nasdaq”) and begin trading tomorrow, July 7, 2026, under the ticker symbol
“BCCQU.” Each unit consists of one Class A ordinary share of the Company and one-fourth of one redeemable warrant. Each whole
warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Once the securities constituting
the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BCCQ”
and “BCCQW,” respectively. The offering is expected to close on July 8, 2026, subject to customary closing conditions. The
Company has granted the underwriters a 45-day option to purchase up to an additional 4,500,000 units at the initial public offering price
to cover over-allotments, if any.
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 and Christopher Kellen.
Cohen & Company Capital Markets is acting
as Lead Book-Running Manager for the offering.
The offering is being made only by means of a
prospectus. When available, copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC, 3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (the “SEC”) and became effective on July 6, 2026. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering. No assurance can be given that
the offering discussed above will be completed on the terms described, or at all.
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. Copies of
these documents are available on the SEC’s website, www.sec.gov. 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
Exhibit 99.2
Bleichroeder Acquisition Corp. III Completes
$345,000,000 Initial Public Offering
NEW YORK, NY, July 8, 2026 -- Bleichroeder Acquisition
Corp. III (the “Company”) announced today the closing of its initial public offering of 34,500,000 units, which includes 4,500,000
units issued pursuant to the exercise in full by the underwriters of their over-allotment option. The offering was priced at $10.00 per
unit, resulting in gross proceeds of $345,000,000.
The Company’s units began trading on July
7, 2026 on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “BCCQU.” Each unit consists of one Class
A ordinary share of the Company and one-fourth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one
Class A ordinary share at a price of $11.50 per share. Once the securities constituting the units begin separate trading, the Class A
ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “BCCQ” and “BCCQW,” respectively.
Of the proceeds received from the consummation
of the initial public offering (including the exercise in full of the over-allotment option) and a simultaneous private placement of warrants,
$345,000,000 (or $10.00 per unit sold in the offering) was placed in a trust account of the Company.
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 and Christopher Kellen.
Cohen & Company Capital Markets acted as Lead
Book-Running Manager for the offering.
The offering was made by means of a prospectus.
Copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC,
3 Columbus Circle, 24th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.
A registration statement relating to the securities
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 6, 2026. This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, 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.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the
net proceeds thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. 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.
Copies of these documents are available on the SEC’s website, www.sec.gov. 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