false --12-31 0002128045 0002128045 2026-07-06 2026-07-06 0002128045 BCCQU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnefourthOfOneRedeemableWarrantMember 2026-07-06 2026-07-06 0002128045 BCCQU:ClassOrdinarySharesParValue0.0001PerShareMember 2026-07-06 2026-07-06 0002128045 BCCQU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember 2026-07-06 2026-07-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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. ☐ Item 1.01. Entry into a Material Definitive Agreement. 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 Warran t
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. Item 3.02. Unregistered Sales of Equity Securities. 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. 1 Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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 Audit Committee, with Ms. Rasigni serving as chair. Each of Ms. Rasigni and Mr. Kellen
was appointed to the Board’s Compensation Committee, with Mr. Kellen serving as chair. On July 6, 2026, the Company entered into indemnity
agreements with each of the directors and executive officers of the Company that require the Company to indemnify each of them to the
fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they
could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K
and incorporated herein by reference. Item 5.03. Amendments to the Amended and Restated Memorandum
and Articles of Association; Change in Fiscal Year. On July 6, 2026, in connection with the IPO, the
Company filed its amended and restated memorandum and articles of association (the “ A&R Memorandum and Articles of Association ”)
with the Cayman Islands Registrar of Companies, which was effective on July 6, 2026. The terms of the A&R Memorandum and Articles
of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the A&R Memorandum
and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference. Item 8.01. Other Events. A total of $345,000,000 of the proceeds from the
IPO and the sale of the Private Placement Warrants (which amount includes up to $14,700,000 of the underwriter’s deferred discount),
was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and
dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion
of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete
its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Board may approve),
subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
vote to amend the Company’s A&R Memorandum and Articles of Association to modify the substance or timing of its obligation to
redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing
of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination
activity. On July 6, 2026, the Company issued a press release
announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On July 8, 2026, the Company issued a press release
announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K. 2 Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are being filed herewith: Exhibit No. Description 1.1 Underwriting Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative of the several underwriters. 3.1 Amended and Restated Memorandum and Articles of Association of Bleichroeder Acquisition Corp. III. 4.1 Warrant Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Continental Stock Transfer & Trust Company, as warrant agent. 10.1 Letter Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and each of the officers and directors of Bleichroeder Acquisition Corp. III. 10.2 Investment Management Trust Agreement, July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Continental Stock Transfer & Trust Company, as trustee. 10.3 Registration Rights Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and certain security holders. 10.4 Private Placement Warrants Purchase Agreement, dated July 6, 2026, by and between Bleichroeder Acquisition Corp. III and Bleichroeder Sponsor 3 LLC. 10.5 Private Placement Warrants Purchase Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Clear Street LLC. 10.6 Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-296923), filed by Bleichroeder Acquisition Corp. III on June 18, 2026). 10.7 Services and Indemnification Agreement, dated July 6, 2026, by and among Bleichroeder Acquisition Corp. III, Bleichroeder Sponsor 3 LLC and Bleichroeder LP 99.1 Pricing Press Release, dated July 6, 2026. 99.2 Closing Press Release, dated July 8, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURES Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 8, 2026 BLEICHROEDER ACQUISITION CORP. III By: /s/ Marcello Padula Name: Marcello Padula Title: Chief Executive Officer 4

Bleichroeder Acquisition Corp. III completed its IPO on July 8, 2026, raising capital through the sale of 34.5 million units on Nasdaq. This capital-raising event positions the SPAC for future business combinations and operational expansion.

On July 8, 2026, Bleichroeder Acquisition Corp. III completed its initial public offering (IPO) of 34,500,000 units. Each unit consists of one Class A ordinary share and one-fourth of one redeemable warrant, with the whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. This IPO signifies a significant capital-raising event for the company, aiming to expand its operational capabilities and market presence. The units are listed on The Nasdaq Stock Market under the symbols BCCQU for units, BCCQ for ordinary shares, and BCCQW for redeemable warrants. This successful IPO reflects strong investor interest and positions the company for future growth.

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