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Merlin Labs: Attractive AI Aviation Play With SPAC Downside Protection
Seeking Alpha· 2025-12-15 15:13
Inflection Point Acquisition Corp. IV ( BACQ ) offers a way to get exposure to an AI company with limited risk until the merger with Merlin Labs is completed. This provides an interesting trade setupWith a professional background spanning multiple industries, from logistics, construction to retail, I bring a diverse perspective to investing. My international education and career experiences have provided me with a global outlook and the ability to analyze market dynamics from different cultural and economic ...
Merlin Labs, Inc. and Inflection Point Acquisition Corp. IV Announce Upsizing of PIPE Investment to More Than $200 Million
Businesswire· 2025-11-17 14:00
Core Insights - Merlin Labs, Inc. has announced a significant increase in their private investment in public equity (PIPE) commitments, now exceeding $200 million [1] Company Summary - Merlin Labs is a leading developer of assured, autonomous flight technology specifically targeting defense customers [1] - Inflection Point Acquisition Corp. IV is involved in this PIPE investment alongside Merlin Labs [1] Investment Details - The increase in PIPE commitments includes contributions from both new investors and existing investors who have raised their commitments [1] - The total PIPE commitments now stand at more than $200 million, indicating strong investor confidence in the company [1]
Bleichroeder Acquisition Corp. I(BACQ) - 2025 Q3 - Quarterly Report
2025-11-12 22:15
Business Combination - The company is pursuing a Business Combination with Merlin Labs, focusing on the technology, media, and telecommunications sectors [140] - The aggregate consideration for the Merlin Labs Business Combination is set at $800 million, with shares of New Merlin Labs Common Stock to be issued based on the redemption price of Public Shares [153] - The company intends to extend the Combination Period, which may require shareholder approval and could affect its Nasdaq listing [143] - The company will provide Public Shareholders the opportunity to redeem their shares prior to the Domestication [150] - The Domestication will involve changing the company's jurisdiction to Delaware, subject to shareholder approval [148] - The company may face significant dilution of equity interests if additional shares are issued in connection with the Business Combination [141] - The company plans to use substantially all funds held in the Trust Account, including interest earned, to complete the Business Combination and for working capital to finance operations of the target business [177] - If a Business Combination is not completed by November 6, 2026, the company will face mandatory liquidation [181] Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $83,694, consisting of interest earned on investments held in the Trust Account of $2,685,470 and interest earned on bank account of $14,040, partially offset by general and administrative expenses of $2,615,816 [168] - For the nine months ended September 30, 2025, the company had a net income of $4,809,256, which includes interest earned on investments held in the Trust Account of $7,973,982 and interest earned on bank account of $48,130, offset by general and administrative expenses of $3,212,856 [169] - The company incurred $11,403,592 in costs related to the Initial Public Offering, which included a cash underwriting fee of $2,000,000, a deferred underwriting fee of $8,750,000, and other offering costs of $653,592 [174] - The company generated gross proceeds of $250,000,000 from the Initial Public Offering of 25,000,000 Units at $10.00 per Unit [173] - Cash used in operating activities for the nine months ended September 30, 2025, was $1,057,906, with net income of $4,809,256 affected by interest earned on investments held in the Trust Account [175] - For the period from June 24, 2024 (inception) through September 30, 2024, the company reported a net loss of $77,427, which consisted of formation and operating costs [170] - As of September 30, 2025, the company had investments held in the Trust Account amounting to $259,730,180, which are intended to be used to complete the Business Combination [177] - As of September 30, 2025, the company had cash of $1,049,403 for working capital purposes [178] Management and Governance - Management changes include the appointment of Michael Blitzer as CEO and Robert Folino as CFO, effective July 10, 2025 [145] - The company will change its name to Merlin Labs, Inc. upon the closing of the Business Combination [147] Capital and Liquidity - The company plans to issue approximately $78 million in convertible promissory notes and warrants as part of the Pre-Funded Note Investment [152] - The Series A Preferred Stock Investor agreed to purchase 4,901,961 shares of Series A Preferred Stock for an aggregate purchase price of $50,000,000 [165] - The company may need to raise additional capital through loans or investments to meet working capital needs, with no assurance of availability on commercially acceptable terms [180] - Up to $2,500,000 of Working Capital Loans may be convertible into private placement units at $10.00 per unit at the lender's option [179] - Management plans to address liquidity concerns through a Business Combination, but there is substantial doubt about the company's ability to continue as a going concern [182] Debt and Liabilities - The company has no long-term debt, capital lease obligations, or long-term liabilities as of September 30, 2025 [186] - The company has not generated any operating revenues to date and will not do so until after the completion of the initial Business Combination [167] - The company has no off-balance sheet arrangements or relationships with unconsolidated entities [185] Regulatory and Compliance - The company has not identified any recent accounting standards that would materially affect its financial statements [189] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures [190]
Bleichroeder Acquisition Corp. I(BACQ) - 2025 Q2 - Quarterly Report
2025-08-08 20:06
Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,308,843, primarily from interest earned on investments held in the Trust Account of $2,652,210[126]. - For the six months ended June 30, 2025, the company achieved a net income of $4,725,562, with interest income from investments in the Trust Account totaling $5,288,512[127]. Investments and Assets - As of June 30, 2025, the company had investments held in the Trust Account amounting to $257,044,710, which will be used to complete a Business Combination[133]. - As of June 30, 2025, the company had cash of $1,753,240 available for working capital purposes[134]. Initial Public Offering - The company generated gross proceeds of $250,000,000 from its Initial Public Offering of 25,000,000 Units at $10.00 per Unit[130]. - The company incurred total offering costs of $11,403,592, including a cash underwriting fee of $2,000,000 and a deferred underwriting fee of $8,750,000[131]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing on organizational activities and identifying prospective acquisition candidates[123]. - The company intends to use substantially all funds in the Trust Account for the Business Combination and any remaining proceeds for working capital to finance operations of the target business[133]. - The company may need to obtain additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed[136]. Consulting Agreement - The company has entered into a consulting agreement with MJP Advisory Group LLC, agreeing to pay a one-time retainer fee of $60,000 and a monthly services fee of $16,000[121].
Bleichroeder Acquisition Corp. I(BACQ) - 2025 Q1 - Quarterly Report
2025-05-01 20:10
Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,416,719, primarily from interest earned on investments held in the Trust Account totaling $2,636,302[109]. - Cash used in operating activities for the three months ended March 31, 2025, was $236,730, with net income affected by interest earned on investments[115]. Initial Public Offering - The company completed its Initial Public Offering on November 4, 2024, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit[113]. - The company incurred total offering costs of $11,403,592 related to the Initial Public Offering, including a cash underwriting fee of $2,000,000[114]. Trust Account and Investments - As of March 31, 2025, the company had investments held in the Trust Account amounting to $254,392,500, which will be used to complete its Business Combination[116]. - As of March 31, 2025, the company had cash of $1,870,579 available for working capital purposes[117]. Business Combination and Financing - The company intends to use funds held outside the Trust Account primarily for identifying and evaluating target businesses and conducting due diligence[117]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[107]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of Public Shares[119]. Debt and Liabilities - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[120].
Bleichroeder Acquisition Corp. I(BACQ) - 2024 Q4 - Annual Report
2025-03-10 20:20
IPO and Fundraising - The company completed its Initial Public Offering on November 4, 2024, raising gross proceeds of $250 million from the sale of 25 million Units at $10.00 per Unit[20]. - An additional $4.25 million was generated from the private sale of 425,000 Private Placement Units at the same price[21]. - A total of $250 million from the IPO and private placement proceeds, including $9.75 million of the underwriter's deferred discount, was placed in a Trust Account[22]. - The company has approximately $251.76 million available for a Business Combination as of December 31, 2024, after accounting for $8.75 million in deferred underwriting fees and taxes payable[57]. - Following the IPO, a total of $250,000,000 was placed in the Trust Account, with total offering costs amounting to $11,403,592[150]. - The company has estimated offering expenses of $750,000, which could affect the funds available outside the Trust Account if actual expenses are lower[108]. - The underwriters received a cash underwriting discount of $0.08 per unit, totaling $2,000,000[159]. Business Combination Strategy - The company must complete its initial Business Combination by November 4, 2026, which is 24 months from the IPO closing date[23]. - The company intends to structure its initial Business Combination to acquire at least 50% of the voting securities of the target business, potentially resulting in existing shareholders owning a minority interest post-transaction[46]. - The company is focusing on sectors undergoing technological transformation, including AI, digital infrastructure, and fintech, among others[28][33]. - The company is focusing on TMT industries for its initial Business Combination, although it has not yet selected a specific target[60]. - The investment criteria include seeking businesses that generate stable free cash flow or have the potential to do so in the near term[39]. - The company aims to leverage its management team's extensive network to identify attractive Business Combination opportunities[36]. - The management team has developed a broad network of contacts that is expected to provide a substantial number of potential Business Combination targets[51]. - The company may pursue Business Combinations with affiliated entities, provided an independent valuation opinion confirms the fairness of the transaction[47]. - The company may seek additional financing to complete its initial Business Combination if the cash portion of the purchase price exceeds available funds from the Trust Account[61]. - The company may engage finders to identify potential Business Combination opportunities, with fees typically tied to the completion of a transaction[64]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[112]. - The company has not initiated substantive discussions with any potential Business Combination targets as of now[60]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash[80]. Shareholder Rights and Redemption - Shareholders will have the opportunity to redeem their Class A ordinary shares at a per-share price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares[79]. - The company will provide Public Shareholders with redemption opportunities either through a general meeting or a tender offer[81]. - Public Shareholders may redeem their shares for a pro rata share of the Trust Account, which includes interest earned, subject to certain conditions[100]. - If the initial Business Combination is not completed, the per-share redemption amount is expected to be approximately $10.07 as of December 31, 2024, net of taxes payable[104]. - A public shareholder can redeem shares irrespective of their voting decision on the proposed transaction[85]. - The company intends to require Public Shareholders to deliver share certificates or electronically transfer shares to exercise redemption rights[90]. - The redemption process may incur a nominal fee of approximately $100, which brokers may pass on to redeeming holders[95]. - The company requires at least 8,120,834 (32.5%) of the 25,000,000 Public Shares sold in the Initial Public Offering to be voted in favor of the initial Business Combination for approval[85]. - If the initial Business Combination is structured as a statutory merger, it will require a special resolution with at least two-thirds of the votes cast in favor[85]. - The company has a completion window to finalize the initial Business Combination, failing which it will cease operations and redeem Public Shares[100]. - The Sponsor, officers, and directors have waived their rights to liquidating distributions from the Trust Account for founder shares if the initial Business Combination is not completed[101]. - Shareholders can only receive funds from the Trust Account under specific conditions, including redemption rights upon the completion of the initial Business Combination[110]. Financial Performance and Condition - For the period from June 24, 2024, through December 31, 2024, the company reported a net income of approximately $1.5 million, primarily from interest earned on investments held in the Trust Account[146]. - Net income for the same period was $1,519,663, influenced by interest earned on investments of $1,756,198[151]. - As of December 31, 2024, investments held in the Trust Account totaled $251,756,198, intended for a Business Combination[153]. - The company had cash of $2,107,309 available for working capital purposes as of December 31, 2024[154]. - The company does not have any long-term debt or capital lease obligations as of December 31, 2024[158]. - Management does not anticipate needing additional funds for operating expenditures prior to the Business Combination[156]. - There have been no off-balance sheet arrangements or long-term liabilities reported as of December 31, 2024[157]. - The company has not generated any revenues to date and only engaged in organizational activities and identifying a target company for a Business Combination since its inception on June 24, 2024[145]. Management and Governance - Nazim Cetin has been appointed as a director since November 2024, bringing extensive experience from Allianz X GmbH and Bertelsmann SE & Co. KGaA[179]. - Pierre Weinstein joined as a director in November 2024, previously serving as Partner and Portfolio Manager at Saba Capital Management, focusing on credit and equity strategies[180]. - Kathy Savitt has been a director since November 2024, with a background in senior executive roles at Boom Supersonic and Yahoo, and experience in marketing at Amazon[182]. - The audit committee consists of independent directors, including Ms. Savitt and Messrs. Weinstein and Cetin, ensuring compliance with Nasdaq and SEC rules[186]. - The audit committee is chaired by Mr. Cetin, who is recognized as an "audit committee financial expert" under SEC rules[187]. - The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation in case of financial restatements, applicable to the last three fiscal years[201]. - No cash compensation has been paid to executive officers or directors prior to the completion of the initial Business Combination, with potential fees disclosed to shareholders post-combination[202]. - The compensation committee is responsible for determining executive compensation, ensuring that all members are independent directors[189]. - The company has established insider trading policies to promote compliance with relevant laws and Nasdaq standards[197]. - There are no material legal proceedings involving any director or executive officer that could adversely affect the company[184]. - The company does not plan to take actions to ensure management team retention post-initial Business Combination, although some may negotiate arrangements[205]. Risks and Challenges - The lack of business diversification may expose the company to significant risks associated with the performance of a single business post-transaction[65]. - The company may face challenges in completing an initial Business Combination due to economic uncertainties, including inflation and geopolitical instability[147]. - The company is subject to risks related to cybersecurity incidents, which could adversely affect its operations and financial condition[126]. - Financial statements of prospective target businesses will need to comply with GAAP or IFRS, which may limit potential acquisition candidates[115]. Ownership and Share Structure - As of March 10, 2025, the company has 33,758,333 Ordinary Shares outstanding, consisting of 25,425,000 Class A and 8,333,333 Class B shares[208]. - The company’s Sponsor holds 9,583,333 Founder Shares, purchased at approximately $0.003 per share, with 1,250,000 shares subject to forfeiture based on underwriters' over-allotment option[213]. - The company’s Sponsor purchased 425,000 Private Placement Units at $10.00 per unit, totaling $4,250,000, which are identical to IPO units but have transfer restrictions[214]. - Inflection Point indirectly purchased all 425,000 Private Placement Units for $4,250,000, reflecting its interest in 5,266,667 Founder Shares held by the Sponsor[215]. - Prior to the IPO, the company received a non-interest bearing loan of up to $750,000 from its Sponsor, which was repaid at $399,760 upon IPO closing[217]. - The company may pay fees to its Sponsor or affiliates for services related to the initial Business Combination, which will be sourced from working capital[216]. - The company has no equity compensation plans authorized for issuance[211]. - There are no changes in control reported[212]. - The beneficial ownership table indicates that the largest shareholders include Healthcare of Ontario Pension Plan Trust Fund with 2,475,000 shares, representing 9.7% of ownership[210].
Bleichroeder Acquisition Corp. I(BACQ) - 2024 Q3 - Quarterly Report
2024-12-09 21:10
Financial Performance - The company has not engaged in any operations or generated any revenues to date, with a net loss of $47,447 for the three months ended September 30, 2024 [99]. - The company has incurred a net loss of $77,427 from inception (June 24, 2024) through September 30, 2024, primarily due to formation and operating costs [99]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024 [109]. Initial Public Offering - The company completed its Initial Public Offering on November 4, 2024, raising gross proceeds of $250,000,000 from the sale of 25,000,000 Units at $10.00 per Unit [102]. - A total of $250,000,000 was placed in the Trust Account following the Initial Public Offering, with offering costs amounting to $11,403,592 [103]. - The underwriters received a cash underwriting discount of $2,000,000, with $1,000,000 paid at closing and the remainder payable from working capital starting 16 months post-IPO [111]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business [104]. - The company may need additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed [108]. Business Strategy - The company has identified technology, media, and telecommunications sectors as primary targets for its Business Combination [94]. - The SEC's new SPAC rules effective July 1, 2024, may materially affect the company's ability to negotiate and complete its initial Business Combination [97].