Bleichroeder Acquisition Corp. I

DEF 14A 1 ea0256920-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Schedule 14A Information

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

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BLEICHROEDER ACQUISITION CORP. I

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO SHAREHOLDERS OF BLEICHROEDER ACQUISITION CORP. I

New York, NY 10105

Dear Bleichroeder Acquisition Corp. I Shareholder:

You are cordially invited to attend an extraordinary general meeting of Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the“Company,” “we,” “us” or “our”), which will be held on October 21, 2025, at 10:00 a.m., New York Time (the “Extraordinary General Meeting”), at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020 and virtually via live webcast athttps://www.cstproxy.com/bspac1/2025. You can also listen to, but not attend, the Extraordinary General Meeting via teleconference* using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 7080537#

• Shareholders participating via the listen-only method will not be considered present for the Extraordinary General Meeting and will not be counted towards quorum.

The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals set forth herein.

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business the Company will conduct at the Extraordinary General Meeting and provide information about the Company that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

• Proposal No. 1 — Name Change Proposal — To approve, as special resolutions, the change of the name of the Company from “Bleichroeder Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV” and an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (as may be amended from time to time, the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to reflect the change of name of the Company (the “Name Change” and such proposal, the “Name Change Proposal”);

• Proposal No. 2 — Article 50.5 Amendment Proposal — To approve, as a special resolution, an amendment to the Articles as provided by the resolution in the form set forth in Annex B to delete in its entirety current Article 50.5 and replace it as follows: “Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination or at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination, elect to have their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), including, without limitation, such requirements with respect to the deadline for making such election (the “Election Deadline”), provided that (a) no such Member, together with any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%) of the then issued Public Shares in the aggregate without the prior consent of the Company and (b) if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing sentence, the Board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned

on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), subject to Applicable Law. The IPO Redemption shall be completed upon the consummation of the Business Combination or at an earlier time in connection with the commencement of the procedures to consummate the Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination.” (the “Article 50.5 Amendment” and together with the Name Change, the “Articles Amendments”, and such proposal, the “Article 50.5 Amendment Proposal” and together with the Name Change Proposal, the “Articles Amendment Proposals”); and

• Proposal No. 3 — Adjournment Proposal— To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposals or if the Board determines that additional time is necessary to effectuate the Articles Amendment (the “Adjournment Proposal”).

Each of the Name Change Proposal, the Article 50.5 Amendment Proposal, and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to carefully read each of the proposals in the accompanying proxy statement before you vote.

As previously disclosed, on August 13, 2025, the Company entered into the Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with Merlin Labs, Inc., a Delaware corporation (“Merlin Labs”) and IPDX Merger Sub, Inc., a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination”. For more information about the Proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on August 14, 2025.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NAME CHANGE PROPOSAL, “FOR” THE ARTICLE 50.5 AMENDMENT PROPOSAL, AND, IF PRESENTED, “FOR” THE ADJOURNMENT PROPOSAL.

The purpose of the Name Change Proposal is to enable the Company to change its name from “Bleichroeder Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV.” As previously disclosed in our Current Report on Form 8-K filed with the SEC on July 11, 2025, certain officers of the Company resigned in July 2025, and a new management team with members who are affiliated with Inflection Point Fund I LP was appointed. The Company proposes to effect the name change in connection with these changes.

The purpose of the Article 50.5 Amendment Proposal is to allow the Company to consummate the IPO Redemption at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination if the Board determines it is desirable to facilitate the consummation of such Business Combination.

The purpose of the Adjournment Proposal is to allow the chairman to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Articles Amendment Proposals or if we otherwise determine that additional time is necessary to effectuate any Articles Amendment.

You are not being asked to vote on the Proposed Business Combination at this time. You will retain the right to vote on the Proposed Business Combination (or any other initial business combination) when it is submitted to the Public Shareholders (as defined below) (provided that you are a shareholder on the record date for a meeting to consider such proposed initial business combination) and the right to redeem your Class A Shares (as defined below) initially issued as part of the units in the Company’s initial public offering (the “Public Shares” and the holders of Public Shares, the “Public Shareholders”) for a pro rata portion of the Trust Account in the event the Proposed Business Combination (or any other initial business combination) is approved and consummated or in the event the Company has not consummated the Proposed Business Combination or another initial business combination by the liquidation date of the Company.

The approval of each of the Articles Amendment Proposals requires a special resolution under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), being a resolution passed by a majority of not less than two thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value

$0.0001 per share (“Class A Shares”) and Class B ordinary shares, par value $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being a resolution passed by a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

The Board has fixed September 15, 2025 (the “Record Date”) as the date for determining the Company’s shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Board has determined that the Name Change Proposal, the Article 50.5 Amendment Proposal, and the Adjournment Proposal are in the best interests of the Company and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

Under the Articles, no other business may be transacted at the Extraordinary General Meeting.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Name Change Proposal, the Article 50.5 Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and give instructions to vote your shares.

By Order of the Board of Directors of Bleichroeder Acquisition Corp. I.

/s/ Andrew Gundlach

Andrew Gundlach

Executive Chairman of the Board

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please provide your instructions to vote your shares as soon as possible, and no later than 48 hours before the time appointed for the Extraordinary General Meeting, by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of each of the Articles Amendment Proposals requires a special resolution under the Companies Act, being a resolution passed by a majority of not less than two thirds (2/3) of the votes cast by the holders of the issued and outstanding Ordinary Shares, as, being entitled to do so, voting together as a single class, vote in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being a resolution passed by a simple majority of the votes cast by the holders of the Ordinary Shares, as, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. Accordingly, if you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Name Change Proposal, the Article 50.5 Amendment Proposal, or Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on October 21, 2025: The notice of meeting and the accompanying proxy statement are available atwww.sec.gov and athttps://www.cstproxy.com/bspac1/2025.

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OFBLEICHROEDER ACQUISITION CORP. I.

TO BE HELD ONOCTOBER 21, 2025

To the Shareholders of Bleichroeder Acquisition Corp. I:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the“Company,” “we,” “us” or “our”), will be held on October 21, 2025, at 10:00 a.m., New York Time, at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020 and virtually via live webcast athttps://www.cstproxy.com/bspac1/2025. You can also listen to, but not attend, the Extraordinary General Meeting via teleconference* using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: 1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: 1 857-999-9155 (standard rates apply)

Conference ID: 7080537#

• Shareholders participating via the listen-only method will not be considered present for the Extraordinary General Meeting and will not be counted towards quorum.

The Extraordinary General Meeting may be held at such other time, or on such other date and at such other place to which the meeting may be postponed or adjourned. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless the Company determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in the accompanying proxy statement, which is dated September 26, 2025 and is first being mailed to shareholders on or about that date:

• Proposal No. 1 — Name Change Proposal — To approve, as special resolutions, the change of the name of the Company from “Bleichroeder Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV” and an amendment to the Company’s current Amended and Restated Memorandum and Articles of Association and Articles of Association (as may be amended from time to time, the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to reflect the change the name of the Company (the “Name Change” and such proposal, the “Name Change Proposal”).

The text of the special resolutions are as follows:

“RESOLVED, as a special resolution, that:

(a) subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name from Bleichroeder Acquisition Corp. I to Inflection Point Acquisition Corp. IV with immediate effect (the “Name Change”); and

(b) immediately following the Name Change, the Company adopt the Amended and Restated Memorandum and Articles of Association (the “Articles”) in the form set forth in Annex A hereto in substitution for and to the exclusion of, the Company’s existing amended and restated memorandum and articles of association, to reflect the Name Change.”

• Proposal No. 2 — Article 50.5 Amendment Proposal— To approve, as a special resolution, an amendment to the Articles as provided by the resolution in the form set forth in Annex B to delete in its entirety current Article 50.5 thereof and replace it as follows: “Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination or at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination, elect to have their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), including, without limitation, such requirements with respect to the deadline for making such election (the “Election Deadline”), provided that (a) no such Member, together with any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group” (as defined under Section 13 of the

Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%) of the then issued Public Shares in the aggregate without the prior consent of the Company and (b) if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing sentence, the Board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), subject to Applicable Law. The IPO Redemption shall be completed upon the consummation of the Business Combination or at an earlier time in connection with the commencement of the procedures to consummate the Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination.” (the “Article 50.5 Amendment” and together with the Name Change, the “Articles Amendments”, and such proposal, the “Article 50.5 Amendment Proposal” and together with the Name Change Proposal, the “Articles Amendment Proposals”).

The text of the special resolution is as follows:

Any Member holding Public Shares who is not the Sponsor, a Founder, Officer or Director may, in connection with any vote on a proposed Business Combination or at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination, elect to have their Public Shares redeemed for cash in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”), including, without limitation, such requirements with respect to the deadline for making such election (the “Election Deadline”), provided that (a) no such Member, together with any Affiliate of such Member or any other person with whom such Member is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act) may exercise this redemption right with respect to more than fifteen per cent (15%) of the then issued Public Shares in the aggregate without the prior consent of the Company and (b) if the Company requires in its sole discretion, any holder that holds Public Shares beneficially through a nominee must identify itself to the Company in connection with any redemption election in order to validly redeem such Public Shares. Notwithstanding the foregoing sentence, the Board of Directors may, at any time and either before or after the initially scheduled vote on a Business Combination, in its sole discretion extend the Election Deadline to a later date and may extend an Election Deadline which has already been extended. If so demanded, the Company shall pay any such redeeming Member, regardless of whether he is abstaining from voting on or voting for or against such proposed Business Combination, a per-Share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued Public Shares (such redemption price being referred to herein as the “Redemption Price”), subject to Applicable Law. The IPO Redemption shall be completed upon the consummation of the Business Combination or at an earlier time in connection with the commencement of the procedures to consummate the Business Combination if the Directors determine it is desirable to facilitate the consummation of such Business Combination.”

• Proposal No. 3 — Adjournment Proposal — To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Articles Amendment Proposals or if the Board determines that additional time is necessary to effectuate the Articles Amendment. This proposal is referred to as the “Adjournment Proposal”.

The text of the ordinary resolution is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve any of the Articles Amendment Proposals or the Board determines that additional time is necessary to effectuate the Articles Amendment be confirmed, adopted, approved and ratified in all respects.”

As previously disclosed, on August 13, 2025, the Company entered into the Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with Merlin Labs, Inc., a Delaware corporation (“Merlin Labs”) and IPDX Merger Sub, Inc., a Delaware limited liability company and a direct wholly owned subsidiary of the Company (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination”. For more information about the Proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on August 14, 2025.

The purpose of the Name Change Proposal is to enable the Company to change its name from “Bleichroeder Acquisition Corp. I” to “Inflection Point Acquisition Corp. IV.” As previously disclosed, certain officers of the Company resigned in July 2025, and a new management team with members who are affiliated with Inflection Point Fund I LP was appointed. The Company proposes to effect the name change in connection with these changes.

The purpose of the Article 50.5 Amendment Proposal is to allow the Company to consummate the IPO Redemption at an earlier time in connection with the commencement of the procedures to consummate a proposed Business Combination if the Board determines it is desirable to facilitate the consummation of such Business Combination.

The purpose of the Adjournment Proposal is to allow the chairman to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Articles Amendment Proposals or if we otherwise determine that additional time is necessary to effectuate any Articles Amendment.

You are not being asked to vote on the Proposed Business Combination at this time. You will retain the right to vote on the Proposed Business Combination (or any other initial business combination) when it is submitted to the Public Shareholders (as defined below) (provided that you are a shareholder on the record date for a meeting to consider such proposed initial business combination) and the right to redeem your Class A Shares (as defined below) initially issued as part of the units in the Company’s initial public offering (the “Public Shares” and the holders of Public Shares, the “Public Shareholders”) for a pro rata portion of the Trust Account in the event the Proposed Business Combination (or any other initial business combination) is approved and completed or in the event the Company has not consummated the Proposed Business Combination or another initial business combination by the liquidation date of the Company.

The approval of each of the Articles Amendment Proposals requires a special resolution under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), being a resolution passed by a majority of not less than two thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A ordinary shares, par value $0.0001 per share (“Class A Shares”) and Class B ordinary shares, par value $0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being a resolution passed by a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Record holders of Ordinary Shares on September 15, 2025 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were (i) 25,425,000 issued and outstanding Class A Shares, of which 25,000,000 were Public Shares, and (ii) 8,333,333 Class B Shares issued and outstanding. The Company’s rights do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting and the Proposals to be considered. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and give instructions to vote your shares.

This proxy statement is dated September 26, 2025 and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of Bleichroeder Acquisition Corp. I.

/s/ Andrew Gundlach

Andrew Gundlach

Executive Chairman of the Board