Bleichroeder Acquisition Corp. I

11/06/2024 | Press release | Distributed by Public on 11/06/2024 15:11

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bleichroeder Sponsor 1 LLC
2. Issuer Name and Ticker or Trading Symbol
Bleichroeder Acquisition Corp. I [BACQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FLOOR 47 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
NEW YORK, NY 10105 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A ordinary shares 11/04/2024 P 425,000(1) A $10 425,000 D(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (2) 11/04/2024 J(3) 1,250,000 (2) (2) Class A ordinary shares 1,250,000 $ 0 8,333,333 D(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bleichroeder Sponsor 1 LLC
1345 AVENUE OF THE AMERICAS
FLOOR 47
NEW YORK, NY 10105 		X
Gundlach Andrew
1345 AVENUE OF THE AMERICAS
FLOOR 47
NEW YORK, NY 10105 		X X Chief Executive Officer
Combes Michel
101 WEST 24TH STREET
NEW YORK, NY 10011 		X

Signatures

/s/ Michel Combes, Managing Member of Bleichroeder Sponsor 1 LLC 11/06/2024
**Signature of Reporting Person Date
/s/ Michel Combes 11/06/2024
**Signature of Reporting Person Date
/s/ Andrew Gundlach, Managing Member of Bleichroeder Sponsor 1 LLC 11/06/2024
**Signature of Reporting Person Date
/s/ Andrew Gundlach 11/06/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These Class A ordinary shares were acquired by Bleichroeder Sponsor 1 LLC (the "Sponsor") pursuant to a private placement units purchase agreement, dated October 31, 2024, by and between the Sponsor and Bleichroeder Acquisition Corp. I (the "Issuer"). Each unit consists of one Class A ordinary shares and one right to receive one-tenth (1/10) of one Class A ordinary share
(2) As described in the Issuer's registration statement on Form S-1 (File No. 333-280777) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.
(3) As contemplated in connection with the initial public offering of the Issuer, 1,250,000 Class B ordinary shares were surrendered by the Sponsor to the Issuer for no consideration and cancelled because the underwriters' over-allotment option will not be exercised by the underwriters.
(4) The Sponsor is the record holder of the shares reported herein. MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of the Sponsor and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.