SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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1. Name and Address of Reporting Person*
Bleichroeder Sponsor 1 LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2024
3. Issuer Name and Ticker or Trading Symbol
Bleichroeder Acquisition Corp. I [ BACQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(1) (1) (1) Class A Ordinary Shares 9,583,333(2) (1) D(2)(3)
1. Name and Address of Reporting Person*
Bleichroeder Sponsor 1 LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gundlach Andrew

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Combes Michel

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-280777) of Bleichroeder Acquisition Corp. I (the "Issuer") 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 prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 1 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement.
3. 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 Bleichroeder Sponsor 1 LLC 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.
/s/ Michel Combes, Managing Member of Bleichroeder Sponsor 1 LLC 10/31/2024
/s/ Michael Combes 10/31/2024
/s/ Andrew Gundlach, Managing Member of Bleichroeder Sponsor 1 LLC 10/31/2024
/s/Andrew Gunlach 10/31/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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