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.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership:11,500,000 sharesOwnership percentage:25.0 %Total ordinary shares outstanding:46,000,000 shares+4 more
7 metrics
Beneficial ownership11,500,000 sharesClass B Ordinary Shares convertible into Class A, held through the Sponsor
Ownership percentage25.0 %Percentage of ordinary shares outstanding upon the July 8, 2026 IPO closing
Total ordinary shares outstanding46,000,000 shares34,500,000 Class A and 11,500,000 Class B shares outstanding upon IPO closing
Class A Ordinary Shares outstanding34,500,000 sharesOrdinary Class A shares referenced from the issuer’s Form S-1
Class B Ordinary Shares outstanding11,500,000 sharesFounder shares held by the Sponsor, convertible into Class A on a one-for-one basis
Private placement warrants5,000,000 warrantsHeld by the Sponsor, each exercisable for one Class A Ordinary Share
Warrant exercise price$11.50 per shareExercise price of private placement warrants excluded from 60-day ownership test
Key Terms
beneficial ownership, Class B Ordinary Shares, private placement warrants, anti-dilution rights, +1 more
5 terms
beneficial ownershipfinancial
"Amount beneficially owned: See the response to row 9 of the Cover Page"
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.
Class B Ordinary Sharesfinancial
"11,500,000 Class B ordinary shares, $0.0001 par value per share"
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.
private placement warrantsfinancial
"Excludes 5,000,000 Class A Ordinary Shares issuable upon exercise of private placement warrants"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
anti-dilution rightsfinancial
"convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights"
Joint Filing Agreementregulatory
"The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof"
What stake in Bleichroeder Acquisition Corp. III (BCCQU) is reported in this Schedule 13G?
The reporting group discloses beneficial ownership of 11,500,000 shares, representing 25.0% of the issuer’s 46,000,000 ordinary shares outstanding upon the July 8, 2026 IPO, based on figures cited from the company’s Form S-1.
How many shares of BCCQU does Bleichroeder Sponsor 3 LLC beneficially own and what type are they?
Bleichroeder Sponsor 3 LLC is the record holder of 11,500,000 Class B Ordinary Shares. These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to anti-dilution adjustments described in the issuer’s Form S-1 "Founder Shares" section.
What private placement warrants related to BCCQU are described in the filing?
The Sponsor holds 5,000,000 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share. These warrants are not exercisable within 60 days and are therefore excluded from the beneficial ownership reported in the Schedule 13G.
How many ordinary shares of BCCQU are outstanding as of the IPO closing referenced in the 13G?
The ownership percentage is calculated using 46,000,000 ordinary shares outstanding upon the July 8, 2026 IPO closing, consisting of 34,500,000 Class A Ordinary Shares and 11,500,000 Class B Ordinary Shares, as reported in the issuer’s Form S-1.
Who are the individual reporting persons associated with BCCQU’s sponsor in this Schedule 13G?
The individual reporting persons are Andrew Gundlach, Executive Chairman of the Board and managing member of the Sponsor, and Michel Combes, a Co-Founder of the issuer and managing member of the Sponsor. Each may be deemed to share beneficial ownership through the Sponsor, subject to pecuniary-interest disclaimers.
How is voting and dispositive power over BCCQU shares allocated among the reporting persons?
For each reporting person, 0 shares are listed with sole voting or dispositive power, and 11,500,000 shares with shared voting and shared dispositive power. Mr. Gundlach and Mr. Combes exercise voting and investment discretion over the shares held of record by the Sponsor.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bleichroeder Acquisition Corp. III
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G1170M106
(CUSIP Number)
07/08/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G1170M106
1
Names of Reporting Persons
Bleichroeder Sponsor 3 LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares (as defined herein) that are convertible into Class A Ordinary Shares (as defined herein) on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296923).
SCHEDULE 13G
CUSIP Number(s):
G1170M106
1
Names of Reporting Persons
Andrew Gundlach
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296923).
SCHEDULE 13G
CUSIP Number(s):
G1170M106
1
Names of Reporting Persons
Michel Combes
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FRANCE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
11,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
11,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
11,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296923).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Bleichroeder Acquisition Corp. III
(b)
Address of issuer's principal executive offices:
1345 Avenue of the Americas, Floor 47, New York, NY 10105.
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed on behalf of:
(i) Bleichroeder Sponsor 3 LLC, a Delaware limited liability company (the "Sponsor"), which is the holder of record of 11,500,000 Class B ordinary shares, $0.0001 par value per share, of the Issuer (the "Class B Ordinary Shares") that are convertible into Class A ordinary shares, $0.0001 par value per share, of the Issuer ("Class A Ordinary Shares") on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296923);
(ii) Andrew Gundlach, the Executive Chairman of the Board of Directors, of the Issuer and a managing member of the Sponsor; and
(iii) Michel Combes, one of the Issuer's Co-Founders and a managing member of the Sponsor,
(collectively, the "Reporting Persons").
The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
(b)
Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is c/o Bleichroeder Acquisition Corp. III, 1345 Avenue of the Americas, Floor 47, New York, NY 10105.
(c)
Citizenship:
The Sponsor is a Delaware limited liability company. Mr. Gundlach is a citizen of the United States. Mr. Combes is a citizen of France.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP Number(s):
G1170M106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See the response to row 9 of the Cover Page for each Reporting Person. Excludes 5,000,000 Class A Ordinary Shares issuable upon exercise of private placement warrants, held by the Sponsor, each exercisable to purchase one Class A Ordinary Share at $11.50 per share subject to adjustment, which are not exercisable within 60 days.
Mr. Combes and Mr. Gundlach are the managing members of the Sponsor and hold voting and investment discretion with respect to the Class A 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 of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(b)
Percent of class:
See the response to row 11 of the Cover Page for each Reporting Person. Based on 46,000,000 ordinary shares of the Issuer, including 34,500,000 Class A Ordinary Shares and 11,500,000 Class B ordinary shares, $0.0001 par value, of the Issuer, outstanding upon the closing of the Issuer's initial public offering on July 8, 2026, as reported by the Issuer in its Form S-1, filed by the Issuer with the Securities and Exchange Commission on June 18, 2026.
Mr. Combes and Mr. Gundlach are the managing members of the Sponsor and hold voting and investment discretion with respect to the Class A Ordinary Shares held of record by the Sponsor. As such, 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 of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response to row 5 of the Cover Page for each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See the response to row 6 of the Cover Page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the Cover Page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the Cover Page for each Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
