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 Q4 - Annual Report