Bleichroeder Acquisition Corp. III (BCCQU) sponsor discloses 11.5M Class B founder shares

Rhea-AI Filing Summary

Bleichroeder Sponsor 3 LLC, affiliated with Bleichroeder Acquisition Corp. III, reports ownership of 11,500,000 Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis at the time of the initial business combination, or earlier at the holder’s option, subject to adjustments. Up to 1,500,000 of these Class B shares are subject to forfeiture if the underwriters do not fully exercise their over-allotment option. Michel Combes and Andrew Gundlach, as managing members of the sponsor, may be deemed beneficial owners but each disclaims beneficial ownership except to the extent of any pecuniary interest.

Insights

SPAC governance analyst

Initial filing shows sponsor’s founder-share stake and related conversion terms.

The disclosure shows Bleichroeder Sponsor 3 LLC holding 11,500,000 Class B ordinary shares, which are founder shares in this SPAC. These convert into Class A ordinary shares on a one-for-one basis upon the initial business combination, or earlier at the holder’s option, giving the sponsor significant equity exposure.

Up to 1,500,000 founder shares are subject to forfeiture if the IPO underwriters do not fully exercise the over-allotment option, so the sponsor’s ultimate stake can shrink depending on IPO demand. Michel Combes and Andrew Gundlach are managing members of the sponsor and may be deemed to share beneficial ownership, though they disclaim it beyond their pecuniary interests.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Bleichroeder Sponsor 3 LLC, Gundlach Andrew, Combes Michel

Role null | null | null

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 11,500,000 shares (Direct, null)

Footnotes (1)

1. As described in the registration statement on Form S-1 (File No. 333-296923) of Bleichroeder Acquisition Corp. III (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 3 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,500,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement. Michel Combes and Andrew Gundlach, are the managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Key Figures

Class B founder shares held: 11,500,000 Class B ordinary shares Subject to forfeiture: 1,500,000 Class B ordinary shares Conversion ratio: 1:1 into Class A ordinary shares +1 more

4 metrics

Class B founder shares held 11,500,000 Class B ordinary shares Shares held by Bleichroeder Sponsor 3 LLC as reported in the Form 3

Subject to forfeiture 1,500,000 Class B ordinary shares Portion of sponsor’s Class B shares subject to forfeiture if over-allotment not exercised in full

Conversion ratio 1:1 into Class A ordinary shares Automatic or optional conversion of Class B into Class A at business combination or earlier

Exercise/Conversion price 0.0000 Exercise or conversion price per Class B ordinary share into Class A

Key Terms

Class B ordinary shares, Founder Shares, over-allotment option, beneficial ownership

4 terms

Class B ordinary shares financial

"These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 3 LLC"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

Founder Shares financial

"under the heading "Description of Securities--Founder Shares," the Class B ordinary shares"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

over-allotment option financial

"subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

beneficial ownership financial

"may be deemed to have beneficial ownership of the securities held of record by the Sponsor"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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FAQ

What insider ownership does BCCQU disclose in this Form 3?

The filing reports that Bleichroeder Sponsor 3 LLC holds 11,500,000 Class B ordinary shares of Bleichroeder Acquisition Corp. III, which are convertible into Class A ordinary shares on a one-for-one basis.

How many BCCQU founder shares are subject to forfeiture?

The filing states that up to 1,500,000 Class B ordinary shares held by the sponsor may be forfeited if the underwriters of the initial public offering do not fully exercise their over-allotment option.

How do BCCQU Class B ordinary shares convert into Class A shares?

Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial business combination, or earlier at the holder’s option, on a one-for-one basis, subject to certain adjustments.

Do BCCQU’s Class B ordinary shares have an expiration date?

According to the disclosure, the Class B ordinary shares have no expiration date, although they are designed to convert into Class A ordinary shares in connection with the SPAC’s business combination.

What is the role of Michel Combes and Andrew Gundlach in BCCQU’s sponsor?

The filing explains that Michel Combes and Andrew Gundlach are managing members of Bleichroeder Sponsor 3 LLC and may be deemed beneficial owners of its shares, but each disclaims ownership beyond any pecuniary interest.

What is the conversion price for BCCQU Class B ordinary shares?

The derivative position table shows Class B ordinary shares with an exercise or conversion price of $0.0000 per share, reflecting their nature as sponsor founder shares convertible into Class A ordinary shares.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Bleichroeder Sponsor 3 LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, FL 47

(Street)

NEW YORK NEW YORK 10105

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
07/06/2026

3. Issuer Name and Ticker or Trading Symbol
Bleichroeder Acquisition Corp. III [ BCCQ ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares(1)	(1)	(1)	Class A Ordinary Shares	11,500,000(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Bleichroeder Sponsor 3 LLC

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, FL 47

(Street)

NEW YORK NEW YORK 10105

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gundlach Andrew

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, FL 47

(Street)

NEW YORK NEW YORK 10105

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Combes Michel

(Last) (First) (Middle)

1345 AVENUE OF THE AMERICAS, FL 47

(Street)

NEW YORK NEW YORK 10105

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-296923) of Bleichroeder Acquisition Corp. III (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 3 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,500,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement.

3. Michel Combes and Andrew Gundlach, are the managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

	/s/ Michel Combes, Managing Member of Bleichroeder Sponsor 3 LLC	07/06/2026
	/s/ Andrew Gundlach, Managing Member of Bleichroeder Sponsor 3 LLC	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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* Form 3: SEC 1473 (03-26)