Bleichroeder Acquisition Corp. III
For the period ended Jul 6, 2026. Filed Jul 8, 2026.
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Jul 6, 2026 · Filed Jul 8, 2026
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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.☐
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. |
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.
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
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