Bleichroeder Acquisition Corp. III filed a Form 8-K with the SEC on August 25, 2026, disclosing that it entered into a Business Combination Agreement with Ursa Major Technologies, Inc. on August 24, 2026.

Key Highlights

  • Signing date: The Business Combination Agreement was executed on August 24, 2026, according to the filing.
  • Purchase Price: The aggregate consideration for Ursa Major holders is based on a Purchase Price of $1,600,000,000, divided by $10.00 per share, equating to 160,000,000 shares of New Ursa Major Common Stock.
  • Merger structure: Merger Sub will merge with and into Ursa Major, with Ursa Major surviving as a direct, wholly owned subsidiary of the combined company, to be renamed "New Ursa Major."
  • Domestication: Prior to closing, Bleichroeder Acquisition Corp. III will deregister as a Cayman Islands exempted company and re-domesticate as a Delaware corporation, to be renamed "Inflection Point Mach X Bleichroeder Corp."
  • Preferred stock treatment: Holders of Pre-Funded Preferred Stock will receive shares of New Ursa Major Series A Preferred Stock, with the conversion price set at $12.00 per share.
  • Sponsor share conversion: Each outstanding Class B ordinary share will convert into one Class A ordinary share immediately prior to the Domestication, pursuant to the Sponsor Support Agreement.

Bleichroeder and Ursa Major Technologies: Key Terms of the Business Combination Agreement

According to the filing, Bleichroeder Acquisition Corp. III, referred to in the agreement as "Mach X" and listed on NASDAQ:BCCQ, entered into a Business Combination Agreement on August 24, 2026, with Merger Sub and Ursa Major Technologies, Inc., a Delaware corporation. The transaction calls for Merger Sub to merge with and into Ursa Major, after which Ursa Major will continue as the surviving corporation and a wholly owned subsidiary of the combined entity. The combined company will change its name to a name mutually agreed upon by Mach X and Ursa Major, referred to in the filing as "New Ursa Major."

The filing states that the aggregate consideration to be paid to Ursa Major security holders (excluding holders of Pre-Funded Preferred Stock and related warrants) will equal the number of shares of New Ursa Major Common Stock calculated by dividing the $1,600,000,000 Purchase Price by $10.00, producing 160,000,000 shares. The Exchange Ratio applied to each share of Company Common Stock will be determined by dividing that aggregate consideration by the fully diluted capital of Ursa Major, which includes outstanding common stock, preferred stock converted to common stock, and options calculated on a net exercise basis. Holders of Pre-Funded Preferred Stock will instead receive shares of New Ursa Major Series A Preferred Stock, at a conversion price of $12.00 per share based on the accrued value of those holdings.

The filing also describes the Domestication process, under which Mach X will deregister from the Cayman Islands and re-incorporate in Delaware at least one business day before the Closing Date, subject to required shareholder approvals. In connection with the Domestication, each outstanding Cayman Class A ordinary share will automatically convert into one share of New Ursa Major Common Stock, each outstanding warrant will become a warrant to acquire one share of New Ursa Major Common Stock, and each outstanding unit will convert into a New Ursa Major unit, which will then be separated into one share of common stock and one-fourth of one warrant at the Effective Time. The filing notes it is also intended to serve as written communications pursuant to Rule 425 under the Securities Act.

What Was Disclosed

Bleichroeder Acquisition Corp. III disclosed the signing of a Business Combination Agreement with Ursa Major Technologies, Inc. on August 24, 2026, detailing the merger structure, consideration of 160,000,000 shares based on a $1,600,000,000 Purchase Price, domestication plans, and treatment of various security classes.