Announcement • Aug 25

Ursa Major Technologies, Inc. entered into a Business Combination Agreement to acquire Bleichroeder Acquisition Corp. III (NasdaqGM:BCCQ) from Bleichroeder Sponsor 3 LLC, Clear Street LLC, Cohen & Company Capital Markets, LLC and other shareholders in a reverse merger transaction for $1.6 billion.

Ursa Major Technologies, Inc. entered into a Business Combination Agreement to acquire Bleichroeder Acquisition Corp. III (NasdaqGM:BCCQ) from Bleichroeder Sponsor 3 LLC, Clear Street LLC, Cohen & Company Capital Markets, LLC and other shareholders in a reverse merger transaction for $1.6 billion on August 24, 2026. The consideration consists of $1.61 billion based on 160 million common equity of Ursa Major Technologies, Inc. at a ratio of 1 per common equity of Bleichroeder Acquisition Corp. III. As part of consideration, $1.61 billion is paid towards common equity of Bleichroeder Acquisition Corp. III. Upon closing, Ursa Major will be a publicly traded critical munitions company, solving the most pressing defense challenges in hypersonics and solid rocket motor manufacturing. Bleichroeder Acquisition Corp. III ill be renamed Inflection Point Mach X Bleichroeder Corp. (Nasdaq: IPXX) and Ursa Major will continue as the surviving corporation. The transaction reflects a pre-money equity valuation of approximately $1.6 billion and a post-transaction equity valuation of approximately $2.3 billion. The transaction is supported by at least $350 million of PIPE commitments, of which approximately $110 million will be funded at signing of the business combination agreement. The transaction represents the next phase for a defense manufacturer that has spent more than a decade building the propulsion technology, adaptable manufacturing infrastructure, and safety, quality and qualification systems required to produce critical capabilities reliably and at scale. The capital will allow Ursa Major to expand production against growing customer demand and help strengthen the U.S. defense industrial base. The transaction is subject to subject to antitrust regulations, approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, the inability to complete the Business Combination due to the failure to obtain financing to complete the Business Combination, registration statement effectiveness(S-4 / F-4) and listing / approval of new shares on stock exchange. The Board of Directors of both Ursa Major and Bleichroeder unanimously approved the transaction, which is expected to close in the first quarter of 2027 subject to shareholder and regulatory approvals and other customary closing conditions. Lynwood E. Reinhardt and Jocelyne E. Kelly of Reed Smith LLP acted as legal advisor for Bleichroeder Acquisition Corp. III. Ryan Maierson and Nick Dhesi of Latham & Watkins LLP acted as legal advisor for Ursa Major Technologies, Inc. Cantor Fitzgerald & Co. acted as financial advisor for Bleichroeder Acquisition Corp. III.

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Ursa Major Technologies, Inc. entered into a Business Combination Agreement to acquire Bleichroeder Acquisition Corp. III (NasdaqGM:BCCQ) from Bleichroeder Sponsor 3 LLC, Clear Street LLC, Cohen & Company Capital Markets, LLC and other shareholders in a reverse merger transaction for $1.6 billion.

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