{"url_path":"/sec/cik-0002128045/8-k/2026-07-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/2128045/0001213900-26-076443-index.html","accession_number":"0001213900-26-076443","cik":"0002128045","ticker":null,"issuer_name":"Bleichroeder Acquisition Corp. III","edgar_url":"https://www.sec.gov/Archives/edgar/data/2128045/0001213900-26-076443-index.html","primary_entity_key":"0002128045","primary_entity_name":"Bleichroeder Acquisition Corp. III"},"word_count":533,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn July 8, 2026, Bleichroeder Acquisition Corp.\nIII (the “**Company**”) consummated its initial public offering (“**IPO**”) of 34,500,000 units (the “**Units**”),\nincluding 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.\nThe 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\nClass A ordinary share of the Company, par value $0.0001 per share (the “**Class A Ordinary Shares**”), and one-fourth\nof one redeemable warrant of the Company (each, a “**Warrant**”), with each whole Warrant\nentitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.\n\n \n\nIn\nconnection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s\nregistration statement on Form S-1 (File No. 333-296923) for the IPO, initially filed with the U.S. Securities and Exchange Commission\non June 18, 2026 (the “**Registration Statement**”):\n\n \n\n●An Underwriting Agreement, dated July 6, 2026, by and between the Company\nand Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“**CCM**”), as representative\nof the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.\n\n \n\n●A\nWarrant Agreement, dated July 6, 2026, by and between the Company and Continental Stock Transfer\n& Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto\nand incorporated herein by reference.\n\n \n\n●A Letter Agreement, dated July 6, 2026, by and among the Company, its officers\nand directors and the Sponsor (as defined below), a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\n●An\nInvestment Management Trust Agreement, dated July 6, 2026, by and between the Company and\nContinental Stock Transfer & Trust Company, as trustee, a copy of which is attached as\nExhibit 10.2 hereto and incorporated herein by reference.\n\n \n\n●A\nRegistration Rights Agreement, dated July 6, 2026, by and among the Company and certain security\nholders, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n\n●A\nPrivate Placement Warrants Purchase Agreement, dated July 6, 2026 (the “**Sponsor\nPrivate Placement Warrants Purchase Agreement**”), by and between the Company and\nBleichroeder Sponsor 3 LLC, a Delaware limited liability company (the “**Sponsor**”),\na copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.\n\n \n\n●A\nPrivate Placement Warrants Purchase Agreement, dated July 6, 2026 (the “**Underwriter\nPrivate Placement Warrants Purchase Agreement**”), by and among the Company, CCM\nand Clear Street LLC (“**CS**” and together with CCM, the “**Underwriters**”),\na copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.\n\n \n\n●Indemnity\nAgreements, dated July 6, 2026, by and among the Company and each director and executive\nofficer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated\nherein by reference.\n\n \n\n●A\nServices and Indemnification Agreement, dated July 6, 2026, by and among the Company, the\nSponsor and Bleichroeder LP, a copy of which is attached as Exhibit 10.7 hereto and\nincorporated herein by reference."}