{"filing":{"accession_number":"0001213900-26-093229","cik":"0002128045","ticker":null,"company_name":"Bleichroeder Acquisition Corp. III","form":"8-K","filing_date":"2026-08-25","report_date":"2026-08-24","primary_document":"ea0303013-8k425_bleichroed3.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2128045/000121390026093229/ea0303013-8k425_bleichroed3.htm"},"events":[{"id":29294,"run_id":26809,"accession_number":"0001213900-26-093229","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Bleichroeder Acquisition Corp. III (SPAC) entered into a definitive Business Combination Agreement with Ursa Major Technologies, Inc., dated August 24, 2026, resulting in Ursa Major becoming a publicly traded company with a pre-money valuation of approximately $1.6 billion and post-transaction valuation of approximately $2.3 billion, supported by at least $350 million in committed PIPE capital and expected to close in Q1 2027.","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25","form":"8-K","submitted_at":null,"items":[{"id":31524,"accession_number":"0001213900-26-093229","item_number":"1.01","item_title":"Entry Into A Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive Business Combination Agreement dated August 24, 2026, between Bleichroeder Acquisition Corp. III (SPAC), its merger subsidiary, and Ursa Major Technologies, Inc. The agreement contemplates a merger resulting in Ursa Major becoming a publicly traded subsidiary of the renamed entity, with a pre-money valuation of approximately $1.6 billion and post-transaction valuation of approximately $2.3 billion, supported by at least $350 million in PIPE commitments. This is a material acquisition/change of control transaction requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31526,"accession_number":"0001213900-26-093229","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a definitive business combination agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., with a post-transaction equity valuation of approximately $2.3 billion and at least $350 million in committed PIPE capital. While Item 3.02 addresses unregistered equity sales (the PIPE commitments), the core material event is the merger transaction itself, which is the subject of the press release and the primary disclosure driver. This is a material acquisition/change of control event expected to close in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31528,"accession_number":"0001213900-26-093229","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section discloses the appointment of Michael Blitzer as Chairman and Kevin Shannon as Co-CEO of \"Mach X\" effective August 24, 2026. However, the substantive event is the entry into a definitive business combination agreement between Bleichroeder Acquisition Corp. III (the SPAC) and Ursa Major Technologies, Inc., announced August 25, 2026, with an expected $2.3 billion post-transaction equity valuation and $350 million in PIPE commitments. While Item 5.02 formally covers the executive appointments, the filing's core disclosure and the attached press release center on the material acquisition/SPAC merger transaction, making this a merger/change-of-control event under Item 1.01 substance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31529,"accession_number":"0001213900-26-093229","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive Business Combination Agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., a material acquisition transaction. The press release announces a pre-money valuation of approximately $1.6 billion, post-transaction equity valuation of $2.3 billion, and at least $350 million in PIPE commitments, with expected closing in Q1 2027. This is a material M\u0026A event requiring disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 Regulation FD Disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"","ticker":null,"filing_date":""},{"id":31525,"accession_number":"0001213900-26-093229","item_number":"8.01","item_title":"below), less (c) without duplication, the aggregate amount of any underwriting fees, New Ursa Major transaction costs and Company","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive Business Combination Agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., a material acquisition/merger transaction. The press release (Exhibit 99.1) confirms the announcement of this business combination with a pre-money equity valuation of approximately $1.6 billion, post-transaction valuation of $2.3 billion, and at least $350 million in committed PIPE capital. The Item 8.01 section details the Business Combination Agreement terms, termination provisions, Sponsor Support Agreement, Seller Voting and Support Agreement, and Lock-Up Agreements—all core M\u0026A transaction documentation. This is a material change-of-control event for both entities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":31524,"accession_number":"0001213900-26-093229","item_number":"1.01","item_title":"Entry Into A Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"This Item 1.01 discloses entry into a definitive Business Combination Agreement dated August 24, 2026, between Bleichroeder Acquisition Corp. III (SPAC), its merger subsidiary, and Ursa Major Technologies, Inc. The agreement contemplates a merger resulting in Ursa Major becoming a publicly traded subsidiary of the renamed entity, with a pre-money valuation of approximately $1.6 billion and post-transaction valuation of approximately $2.3 billion, supported by at least $350 million in PIPE commitments. This is a material acquisition/change of control transaction requiring Item 1.01 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25"},{"id":31525,"accession_number":"0001213900-26-093229","item_number":"8.01","item_title":"below), less (c) without duplication, the aggregate amount of any underwriting fees, New Ursa Major transaction costs and Company","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive Business Combination Agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., a material acquisition/merger transaction. The press release (Exhibit 99.1) confirms the announcement of this business combination with a pre-money equity valuation of approximately $1.6 billion, post-transaction valuation of $2.3 billion, and at least $350 million in committed PIPE capital. The Item 8.01 section details the Business Combination Agreement terms, termination provisions, Sponsor Support Agreement, Seller Voting and Support Agreement, and Lock-Up Agreements—all core M\u0026A transaction documentation. This is a material change-of-control event for both entities.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25"},{"id":31526,"accession_number":"0001213900-26-093229","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses entry into a definitive business combination agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., with a post-transaction equity valuation of approximately $2.3 billion and at least $350 million in committed PIPE capital. While Item 3.02 addresses unregistered equity sales (the PIPE commitments), the core material event is the merger transaction itself, which is the subject of the press release and the primary disclosure driver. This is a material acquisition/change of control event expected to close in Q1 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25"},{"id":31528,"accession_number":"0001213900-26-093229","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 section discloses the appointment of Michael Blitzer as Chairman and Kevin Shannon as Co-CEO of \"Mach X\" effective August 24, 2026. However, the substantive event is the entry into a definitive business combination agreement between Bleichroeder Acquisition Corp. III (the SPAC) and Ursa Major Technologies, Inc., announced August 25, 2026, with an expected $2.3 billion post-transaction equity valuation and $350 million in PIPE commitments. While Item 5.02 formally covers the executive appointments, the filing's core disclosure and the attached press release center on the material acquisition/SPAC merger transaction, making this a merger/change-of-control event under Item 1.01 substance.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25"},{"id":31529,"accession_number":"0001213900-26-093229","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses entry into a definitive Business Combination Agreement between Bleichroeder Acquisition Corp. III (SPAC) and Ursa Major Technologies, Inc., a material acquisition transaction. The press release announces a pre-money valuation of approximately $1.6 billion, post-transaction equity valuation of $2.3 billion, and at least $350 million in PIPE commitments, with expected closing in Q1 2027. This is a material M\u0026A event requiring disclosure under Item 1.01 or 2.01, disclosed here via Item 7.01 Regulation FD Disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-25T10:25:59.507994+00:00","company_name":"Bleichroeder Acquisition Corp. III","ticker":null,"filing_date":"2026-08-25"}]}