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 Q3 - Quarterly Report