Bleichroeder Acquisition Corp III-A美股招股说明书(2026-07-07版)

Bleichroeder Acquisition Corp.III 30,000,000Units Bleichroeder Acquisition Corp.III is a blank check company incorporated as a Cayman Islands exemptedcompany and 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, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. While we may pursue an initial business combination in anyindustry, sector or geographic region, we intend to focus our efforts on North American and Europeanbusinesses in disruptive growth sectors, which are sectors our management team believes are being transformedvia technology adoption, and where we believe our management team’s operational and investment expertisewill provide us with a competitive advantage. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClassA ordinary share and one-fourth of one redeemable warrant. Each whole warrant entitles the holderthereof to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as describedherein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade. The warrants will become exercisable 30days after the completion of ourinitial business combination, and will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option fromthe date of this prospectus to purchase up to an additional 4,500,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public ClassA ordinaryshares, upon the completion of our initial business combination at a per-share price, payable in cash, equal tothe aggregate amount then on deposit in the trust account described below as of twobusiness days prior to theconsummation of our initial business combination, including interest earned on the funds held in the trustaccount (net of amounts withdrawn to pay our taxes, if any), divided by the number of then outstanding publicshares, subject to the limitations and on the conditions described herein. The proceeds placed in the trustaccount and the interest earned thereon shall not be used to pay for possible excise tax or any other fees or taxesthat may be levied on us on any redemptions or share buybacks by us pursuant to any current, pending or futurerules or laws, including without limitation any excise tax due under the Inflation Reduction Actof2022.See“Summary—The Offering—Redemption rights for public shareholders upon completion of our initialbusiness combination”on page 36 and“Summary—The Offering—Redemption of public shares anddistribution and liquidation if no initial business combination”on page 42 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant tothe tender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section13 of the Securities ExchangeActof1934, asamended (the “ExchangeAct”)), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not berestricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholdersthat hold more than 15% of the shares sold in this offering) for or against our initial business combination.See“Summary—The Offering—Limitation on redemption rights of shareholders holding 15% or more ofthe shares sold in this offering if we hold shareholder vote”on page 40 for further discussion on certainlimitations on redemption rights. Our sponsor, Bleichroeder Sponsor 3 LLC, Cohen& Company Capital Markets, a division of Cohen&Company Securities, LLC (“CCM”), the representative of the underwriters, and Clear Street LLC (“CS” andcollectively with CCM, the “underwriters”), have committed, pursuant to written agreements, to purchase fromus an aggregate of Table of Contents 8,500,000 private placement warrants (whether o