Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking
statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Report.
Overview
We are a blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination. We have not selected
any Business Combination target. We may pursue an initial Business Combination in any business or industry, but are focusing on businesses
in the TMT sector as well as sectors that are being transformed via technology adoption. We intend to effectuate our initial Business
Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares
in connection with our initial Business Combination (pursuant to any forward purchase agreements or backstop agreements we may enter into
following the consummation of the Initial Public Offering or otherwise), shares issued to the owners of the target, debt issued to bank
or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
The issuance of additional shares in connection
with a Business Combination to the owners of the target or other investors:
Similarly, if we issue debt
securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:
22
Results of Operations
We have neither engaged in
any operations nor generated any revenues to date. Our only activities from June 24, 2024 (inception) through December 31, 2024 were organizational
activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business
Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating
income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the period from June 24,
2024 (inception) through December 31, 2024, we had net income of approximately $1.5 million, which consist of interest earned on investments
held in Trust Account of approximately $1.8 million, interest income earned on bank account of approximately $15,000 and formation and
operating costs of approximately $0.2 million.
Factors That May
Adversely Affect our Results of Operations
Our
results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could
cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted
by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in
interest rates, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical
instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more
of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete
an initial Business Combination.
Liquidity and Capital Resources
Until the consummation of
the Initial Public Offering, our only source of liquidity was an initial purchase of Class B ordinary shares, par value $0.0001 per
share, by the Sponsor and loans from the Sponsor, which were repaid at the closing of the Initial Public Offering.
On November 4, 2024, we consummated
the Initial Public Offering of 25,000,000 Units, at $10.00 per Unit, generating gross proceeds of $250,000,000. Simultaneously with the
closing of the Initial Public Offering, we consummated the sale of 425,000 Private Placement Units to the Sponsor, generating gross proceeds
of $4,250,000.
Following the Initial Public
Offering, a total of $250,000,000 was placed in the Trust Account. We incurred $11,403,592, consisting of $2,000,000 of cash underwriting
fee, $8,750,000 of deferred underwriting fee, and $653,592 of other offering costs.
For the period from June 24,
2024 (inception) through December 31, 2024, cash used in operating activities was $466,474. Net income of $1,519,663 was affected by interest
earned on investments held in Trust Account of $1,756,198, formation cost paid by Sponsor in exchange for issuance of founder shares of
$9,153 and payment of operation costs through promissory note of $111,442. Changes in operating assets and liabilities used $350,534 of
cash for operating activities.
23
As of December 31, 2024, we
had investments held in the Trust Account of $251,756,198. We intend to use substantially all of the funds held in the Trust Account,
including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.
To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the
remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses,
make other acquisitions and pursue our growth strategies.
As of December 31, 2024, we
had cash of $2,107,309 for working capital purpose. We intend to use the funds held outside the Trust Account primarily to identify and
evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or
similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements
of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors
or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay
such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside
the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,500,000
of such Working Capital Loans may be convertible into private placement units of the post Business Combination entity at a price of $10.00
per unit at the option of the lender, including up to $750,000 in working capital loans which may be made by Inflection Point. The units
would be identical to the Private Placement Units.
We do not believe we will
need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the
costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual
amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover,
we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant
number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt
in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets
or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet
financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any
non-financial assets.
24
Contractual Obligations
We do not have any long-term
debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters had a 45-day
option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if
any. On November 4, 2024, the underwriters forfeited the over-allotment option to purchase the additional 3,750,000 units.
The underwriters were entitled
to a cash underwriting discount of $0.08 per Unit, or $2,000,000 in the aggregate. Of this amount, $1,000,000 was paid to the underwriters
upon the closing of the Initial Public Offering and $1,000,000 will be payable to the underwriters from working capital in equal amounts
monthly starting on the 16th month following the closing of the Initial Public Offering until the 24th month following the closing of
the Initial Public Offering. Any amounts not paid hereunder from working capital shall be accelerated and paid upon consummation of the
initial Business Combination.
Critical Accounting Estimates
The preparation of financial
statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and
income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least
reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the
financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future
confirming events. Accordingly, the actual results could materially differ from those estimates. Management has identified the determination
of the fair value of Rights Shares as a complex accounting estimate.
Recent Accounting Standards
Management does not believe
that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statements.
Item 7A. Quantitative
and Qualitative Disclosures about Market Risk.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item
8. Financial Statements and Supplementary Data.
Reference
is made to pages F-1 through F-17 comprising a portion of this Report, which are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures
are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief
Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,
as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and
with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based
on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal
year ended December 31, 2024.
We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.
25
Management’s Annual Report on Internal
Control over Financial Reporting
This Report does not include
a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered
public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Changes in Internal Control over Financial
Reporting
There have been no changes
to our internal control over financial reporting during the quarterly period ended December 31, 2024 that materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Trading Arrangements
During the quarterly period
ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each
term is defined in Item 408 of Regulation S-K.
Additional Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
26
PART III
Item
10. Directors, Executive Officers and Corporate Governance.
Directors and Executive Officers
As of the date of this Report,
our directors and officers are as follows:
Name Age Position
Robert Folino 56 Chief Financial Officer
Joseph Samuels 49 Director
Antoine Theysset 48 Director
Nazim Cetin 47 Director
Pierre Weinstein 49 Director
Kathy Savitt 60 Director
The experience of our directors
and executive officers is as follows:
Andrew Gundlach, our Chairman, President
and Chief Executive Officer since June 26, 2024, currently serves as President and Co-Chief Executive Officer at Bleichroeder, a registered
investment advisor focused on ultra-high-net-worth families, a position held since 2019, where he oversees the strategic and operational
aspects of the firm; he has been with Bleichroeder and its predecessor firms since 2006. Since 2015 he has also headed Goldiron, a registered
investment advisor focused on institutions and ultra-high-net-worth investors. He also is an Adjunct Associate Professor of Business at
Columbia Business School from 2004 to the present, where he teaches courses on investing, and currently serves on the school’s board.
Previously, Mr. Gundlach co-founded Artemis Advisors LLC in 1999 and served as a founding partner until 2006. His earlier career includes
roles as an Associate at J.P. Morgan Chase & Co. from 1996 to 1999, and as an Analyst at Morgan Stanley from 1994 to 1996. Mr. Gundlach
holds board positions as a Director at First Eagle Holdings since 2006. He served on the boards of Odyssey Acquisition SA from 2021 to
2022, and Materia, Inc. from 2014 until its acquisition by ExxonMobil in 2021. Mr. Gundlach is also a Member of the Council on Foreign
Relations, where he serves on the Investment Committee. Mr. Gundlach currently serves on the Advisory Board at People.ai, a privately-held
AI company, and Welltower (NYSE: WELL), a publicly-traded health care infrastructure REIT. He earned an MBA from Columbia Business School
and holds both an MS and a BS in International Relations and Affairs from Georgetown University’ School of Foreign Service. We believe
he is well qualified to serve on our board due to his extensive investment and advisory background.
Robert Folino, our Chief Financial Officer
since June 26, 2024, joined Bleichroeder, a registered investment advisor, as a trader in 2018 where he and Mr. Gundlach worked closely
to help establish the firm. In 2019, Mr. Folino was made Chief Operating Officer and Head of Trading of Bleichroeder. He is
currently responsible for overseeing all aspects of accounting, tax and financial operations of the funds, the management company, and
its general partner entities. Prior to joining Bleichroeder, Mr. Folino worked for First Eagle Investment Management for 22 years,
where he held positions of increasing responsibility. He joined Arnhold and S. Bleichroeder, the predecessor firm to First Eagle
Investment Management, in 1996 as a junior arbitrage trader for the Merger Arbitrage Department. Mr. Folino holds a BA in Finance
from Rider University.
Joseph Samuels, who has served as our director
since November 2024, is the Founder, Chief Executive Officer and Chief Operating Officer of Channel Partners, an investment firm focused
on strategic transactions and opportunistic liquidity in public and private companies since 2023, and Islet Management, an investment
firm focused on an opportunistic, catalyst-oriented long/short equity strategy, since 2017. Prior to founding Islet, from 2003 to 2016,
Mr. Samuels was an Executive Managing Director who previously held many key roles at Sculptor Capital Management Inc. (fka Och-Ziff
Capital Management Group LLC), a hedge fund with peak AUM of $50 billion. During his 14 years at the fund, he served on the
Portfolio Management Committee, the Risk Committee, and the Managing Director Committee, and acted as Head of U.S. Trading and as
the Co-Head of the U.S. Equity Business. He worked closely with banks and other market participants to create capital solutions for
individual companies/sectors and as a balance sheet partner for strategic dispositions and funding opportunities. Prior to that, from
2001 to 2003, Mr. Samuels worked at Pequot Capital Management Inc. and, prior to that, from 1997 to 2001, he worked in the Sales
and Trading division at Merrill Lynch & Co. He received a BA in Economics from Rutgers College. We believe Mr. Samuels is
well-qualified to serve as a director due to his extensive finance and investment experience.
27
Antoine Theysset, who has served as our director since November 2024, has 25 years of international strategy and operations experience in the Technology,
Media and Entertainment industry. Mr. Theysset has been serving as an independent director of Improbable Worlds Ltd, a technology company
providing metaverse infrastructure and applications, and previously served as the director representing SoftBank. Prior to that, he was
an Operating Partner with SoftBank Investment Advisers, focused on its Consumer Tech and Media investments. Mr. Theysset previously led
McKinsey’s Fast Growth Tech practice development in the Consumer Tech and Media markets. He has been advising startups and VC funds
on growth strategy and international expansion, both with McKinsey and as advisor/operating partner to 2 early-stage funds. Earlier in
his career, he held several executive positions with News Corporation over 8 years in London and then in New York (COO of Fox Interactive
Media’s international division, SVP Corporate Development, etc.), strategy and business development with Orange Mobile Group in
London, strategy consulting with Cap Gemini, Universal Music Group, and Vivendi Universal Net's Strategic Planning and Corporate Development.
He graduated from NYU Stern with an MBA in Finance and Marketing, received two certificates in Entertainment, Media and Technology, and
Digital Economy, and is a graduate of the double-degree program in International Business from Northeastern University and NEOMA Business
School/CESEM. We believe Mr. Theysset is well-qualified to serve as a director due to his extensive international strategy and operations
experience.
Nazim Cetin, who has served as our director
since November 2024, has served as Chief Executive Officer and Global Chief Investment Officer of Allianz X GmbH, which invests in digital
frontrunners in ecosystems relevant to insurance and asset management, since 2017. From 2012 to 2017, Mr. Cetin was Vice President of
Corporate Development & New Businesses at Bertelsmann SE & Co. KGaA, a German private multinational conglomerate. Previously,
he served as Vice President Commercial Finance at Maple Bank from 2004 to 2007. Mr. Cetin began his career in investment banking at Landesbank
Baden-Württemberg, or LBBW, a full-service and commercial bank and central bank for savings banks in Germany. Mr. Cetin currently
serves on the boards of Pie Insurance, an insurance company, WeLab Holdings, a fintech company focused on Asia, Clark SE, an insurance
broker operating in Germany, UK, France and Benelux, and Alti Global, a leading independent global wealth management company. He holds
a Ph.D. in Economics from Witten-Herdecke University, an M.Sc. in Economics and Management from Universitat Pompeu Fabra Barcelona, and
a degree in Quantitative Economics from Eberhard Karls University in Tübingen. We believe Mr. Cetin is well-qualified to serve as
a director due to his extensive investment and banking experience.
Pierre Weinstein, who has served as our director since November 2024, has served as the
head of Special Situations at Verition Fund Management since January 2025. Previously, Mr. Weinstein has served as Partner and Portfolio
Manager at Saba Capital Management, L.P., an investment advisor focused on credit and equity relative value strategies, from its launch
in April 2009 to December 2024. As a portfolio manager, Mr. Weinstein focused on several strategies including closed-end funds, reinsurance,
SPACs, cross asset volatility, and convertible arbitrage. In addition, Mr. Weinstein has served on the Board of Trustees of Saba Capital
Income & Opportunities Fund II (NYSE: SABA) since December 2021, as Chairman of the Board of Trustees since February 2023, and as
Chief Executive Officer from December 2023 to November 2024. Mr. Weinstein has also served as Chief Executive Officer of Saba Capital
Income and Opportunities Fund (NYSE: BRW) from May 2021 to November 2024. Prior to Saba, Mr. Weinstein was a Portfolio Manager at Saba
Principal Strategies, the proprietary credit trading group at Deutsche Bank where he managed the equity derivatives, international convertible
bond and SPAC Arbitrage strategies. Mr. Weinstein started his investment career at Société Générale in Paris
in 1998 as an equity derivatives market maker. Mr. Weinstein held various roles including a position as a convertible bond proprietary
trader in New York. Mr. Weinstein holds a MS in Engineering from École Centrale Lyon and a MS in Finance from École HEC
in Paris. We believe Mr. Weinstein is well-qualified to serve as a director due include his decades of experience leading various asset
and wealth management platforms, his deep knowledge of portfolio management, and his expertise in credit and derivatives trading.
28
Kathy Savitt, who has served as our director since November 2024, has extensive senior
executive operating experience, as well as public and private board roles across a variety of industries. Ms. Savitt has been serving
as a General Partner at Perch Partners, LLC, a growth revenue, marketing and operational excellence advisory firm since January 2025.
Her professional experience includes serving as past President and Chief Business Officer of Boom Supersonic, a private designer of supersonic
airliners, from 2020 to 2024, Chief Marketing and Media Officer at Yahoo (NYSE: AABA) from 2012 to 2015 and holding senior leadership
marketing roles at Amazon (NASDAQ: AMZN) from 2002 to 2006, and American Eagle Outfitters (NYSE: AEO) from 2009 to 2012. Prior to this,
she served as Founder and Chief Executive Officer of Lockerz, an international social commerce website and as Co-Founder and President
at MWW/Savitt (part of the MWW Group, a public relations firm). Her board experience includes serving as Chairperson for Volta Charging
(NYSE: VLTA) from 2018 to 2023 (where she served as lead independent director upon the company’s going public and then as Chairperson
until its company’s sale in 2023) and as a board member for Alaska Airlines (NYSE: ALK) from 2014 to 2017, and Build-A-Bear Workshop
(NYSE: BBW) from 2009 to 2011. Ms. Savitt holds a Bachelor of Arts from Cornell University. We believe Ms. Savitt is well-qualified to
serve as a director due to her extensive public and private company experience across a variety of industries.
Family Relationships
No family relationships
exist between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
There are no material proceedings
to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has
a material interest adverse to our Company.
Number and Terms of Office of Officers and
Directors
Committees of the Board of Directors
Our Board of Directors has established two standing
committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the
Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates
under a charter approved by our board and has the composition and responsibilities described below.
Audit Committee
Our Board of Directors has established an audit
committee of the Board of Directors. Ms. Savitt and Messrs. Weinstein and Cetin serve as the members of our audit committee. Under the
Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent.
Ms. Savitt and Messrs. Weinstein and Cetin are each independent.
Mr. Cetin serves as the chairman of the audit
committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Cetin qualifies
as an “audit committee financial expert” as defined in applicable SEC rules.
We have adopted an audit committee charter, which
details the principal functions of the audit committee, including:
29
Compensation Committee
Our Board of Directors has established a compensation
committee of our Board of Directors. The members of our compensation committee are Messrs. Samuels and Theysset. Mr. Theysset serves
as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation
committee of at least two members, all of whom must be independent. Messrs. Samuels and Theysset are each independent. We have adopted
a compensation committee charter, which details the principal functions of the compensation committee, including:
● reviewing our executive compensation policies and plans;
The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will
be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving
advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.
Director Nominations
We do not have a standing nominating committee
though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance
with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection
by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility
of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will
participate in the consideration and recommendation of director nominees are Messrs. Samuels, Theysset, Cetin and Weinstein as well as
Ms. Savitt. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing
nominating committee, we do not have a nominating committee charter in place.
The board of directors will also consider director
candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment
at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director
for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of
association.
30
We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.
Code of Ethics
We have adopted a Code of Ethics applicable to
our directors, officers and employees. We have filed a copy of our Code of Ethics as an exhibit to this Report. You will be able to review
this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics
and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments
to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit
waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting
officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose
the nature of such amendment or waiver in a Current Report on Form 8-K filed with the SEC or on our website,and keep such information
on the website for at least 12 months. The information included on our website is not incorporated by reference into this Report
or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references
only.
Trading Policies
On October 16, 2024, we adopted insider trading
policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,
which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards
(the “Insider Trading Policy”).
The foregoing
description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.
Compensation Recovery and Clawback Policy
Under the Sarbanes-Oxley Act, in the event of
misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper
payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies
to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.
On October 16, 2024, our Board of Directors approved
the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply with the final clawback
rules adopted by the SEC under Rule 10D-1 under the Exchange Act (the “Rule”), and the listing standards, as set forth in
the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).
The Clawback Policy provides for the mandatory
recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule (“Covered
Officers”) in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules.
The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed
to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may recoup from the Covered Officers
erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years preceding the date on
which we are required to prepare an accounting restatement.
31
Item 11. Executive Compensation.
None of our executive officers or directors have
received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements
or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection
with the completion of our initial Business Combination, including the following payments, all of which, if made prior to the completion
of our initial Business Combination, will be paid from working capital:
After the completion of our initial Business Combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed initial Business Combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial Business Combination, because the directors of the post-combination business will be
responsible for determining executive officer and director compensation.
Any compensation to be paid to our executive officers
will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely
by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial Business Combination, although
it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after
our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions with
us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision
to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth
information regarding the beneficial ownership of our Ordinary Shares as of March 10, 2025 based on information obtained from the persons
named below, with respect to the beneficial ownership of Ordinary Shares, by:
● all our executive officers and directors as a group.
32
In the table below, percentage
ownership is based on 33,758,333 shares of our Ordinary Shares, consisting of (i) 25,425,000 Class A Ordinary Shares and (ii) 8,333,333
Class B Ordinary Shares, issued and outstanding as of March 10, 2025. On all matters to be voted upon, except for the election of directors
of the Board, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required
by applicable law. Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.
Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them.
Class A Ordinary Shares Class B Ordinary Shares Approximate
Robert Folino — — — — —
Joseph Samuels — — — — —
Antoine Theysset — — — — —
Nazim Cetin — — — — —
Pierre Weinstein — — — — —
Kathy Savitt — — — — —
Healthcare of Ontario Pension Plan Trust Fund(9) 2,475,000 9.7 % — — 7.33 %
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Securities Authorized for Issuance under Equity
Compensation Plans
None.
Changes in Control
None.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On June 25, 2024, our Sponsor paid $25,000,
or approximately $0.004 per share, to cover certain of our offering costs in exchange for 7,187,500 Founder Shares. On October 2, 2024,
we capitalized $239.58 standing to the credit of our share premium account and issued an additional 2,395,833 Founder Shares to our Sponsor,
resulting in our Sponsor holding an aggregate of 9,583,333 Founder Shares (up to 1,250,000 shares of which are subject to forfeiture depending
on the extent to which the underwriters’ over-allotment option is exercised), for a purchase price of approximately $0.003 per share.
On November 4, 2024, the underwriters in the IPO informed us that the over-allotment option would not be exercised. As a result, 1,250,000
Class B Ordinary Shares were surrendered by the Sponsor in order for our Sponsor to maintain ownership of 25% of the issued and outstanding
shares of us (excluding the Class A Ordinary Shares underlying the Private Placement Units held by the Sponsor). Such surrendered shares
were cancelled by us.
Our Sponsor also purchased an aggregate of 425,000
Private Placement Units at a price of $10.00 per unit, or $4,250,000 in the aggregate, in the Private Placement. The Private Placement
Units are identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the
Private Placement Units (including their component securities) (i) may not (including the Class A ordinary shares issuable upon
conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of our initial business combination and (ii) will be entitled to registration rights.
Inflection Point indirectly purchased, through
the purchase of non-managing sponsor membership interests, all 425,000 of the Private Placement Units at a price of $10.00 per unit ($4,250,000
in the aggregate) in the Private Placement. The Sponsor issued membership interests to Inflection Point, at a nominal purchase price to
reflect its interest in an aggregate of 5,266,667 Founder Shares held by the Sponsor. Inflection Point has no right to vote the Founder
Shares, Private Placement Units or securities underlying the Private Placement Units that it holds indirectly through its membership interests
in the Sponsor.
Prior to or in connection with the completion
of our initial Business Combination, there may be payment by us to our Sponsor, Co-Founders or a member of our Management Team or one
of their affiliates of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate
the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from
working capital.
Prior to the closing of our IPO, our Sponsor loaned
us funds in an aggregate amount of up to $750,000 used for a portion of the expenses of our IPO. These loans were non-interest bearing,
unsecured and was payable upon the closing of our IPO. On November 4, 2024, we repaid the total outstanding balance of the loan amounting
to $399,760. Borrowings under this loan are no longer available.
34
We expect to fund our working capital requirements
prior to the time of our initial Business Combination with working capital. In addition, in order to finance transaction costs in connection
with an intended initial Business Combination, our Sponsor or an affiliate of our sponsor or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial Business Combination, we
would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use working capital to repay
such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,500,000 of such loans (including
up to $750,000 in working capital loans that may be made by Inflection Point, which has agreed to lend us up to this amount for working
capital purposes) may be convertible into Private Placement Units of the post business combination entity at a price of $10.00 per unit
at the option of the lender. Such units would be identical to the Private Placement Units. Except as set forth above, the terms of such
loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial
Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust
Account.
We have until the date that is 24 months
from November 4, 2024 or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business
Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such 24-month period, we may
seek shareholder approval to amend our Amended and Restated Memorandum to extend the date by which we must consummate our initial Business
Combination. If we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to vote on the
extension and to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned thereon (net of taxes payable), divided by the number of then issued and outstanding public shares,
subject to applicable law.
Any of the foregoing payments to our Sponsor,
repayments of loans from our Sponsor or repayments of working capital loans prior to our initial business combination will be made using
working capital.
After our initial Business Combination, members
of our Management Team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.
The holders of the Founder Shares and Private
Placement Units will be entitled to registration rights pursuant to a registration rights agreement, dated October 31, 2024, requiring
us to register such securities for resale.
Director Independence
Nasdaq rules require that a majority of our Board
of Directors be independent within one year of our IPO. An “independent director” is defined generally as a person who, in
the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner,
shareholder or officer of an organization that has a relationship with the company). We have three “independent directors”
as defined in Nasdaq rules and applicable SEC rules. Our Board of Directors determined that Messrs. Samuels, Theysset, Cetin and Weinstein
as well as Ms. Savitt are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.
Item 14. Principal Accountant Fees and Services.
The following is a summary
of fees paid or to be paid to Withum for services rendered.
Audit Fees
Audit fees consist of fees
for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum
in connection with regulatory filings. During the period from June 24, 2024 (inception) through December 31, 2024, fees for our independent
registered public accounting firm were approximately $98,540 for the services Withum performed in connection with our Initial Public Offering
and the audit of our December 31, 2024 financial statements included in this Annual Report on Form 10-K.
35
Audit-Related Fees
Audit-related fees consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements
and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation
and consultations concerning financial accounting and reporting standards. During the period from June 24, 2024(inception) through December
31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of
the audit or review of financial statements.
Tax Fees
Tax fees
consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. During the period from June
24, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $2,080 for
tax compliance, tax advice and tax planning.
All Other Fees
All other fees consist of
fees billed for all other services. During the period from June 24, 2024(inception) through December 31, 2024, there were no fees billed
for products and services provided by our independent registered public accounting firm other than those set forth above.
Pre-Approval Policy
Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).
36
PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of this Report:
(1) Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 100) F-2
Balance Sheets as of December 31, 2024 F-3
Statements of Operations for the fiscal year ended December 31, 2024 F-4
Statements of Cash Flows for the fiscal year ended December 31, 2024 F-6
Notes to Financial Statements F-7 to F-17
(2) Financial Statement Schedules
All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes thereto beginning on page F-2 of this Report.
(3) Exhibits
We hereby file as part of
this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on
the SEC website at www.sec.gov.
Item
16. Form 10-K Summary.
Omitted at our Company’s
option.
37
BLEICHROEDER ACQUISITION CORP. I
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Financial Statements:
Balance Sheet F-3
Statement of Operations F-4
Statement of Changes in Shareholders’ Deficit F-5
Statement of Cash Flows F-6
Notes to Financial Statements F-7 to F-17
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Shareholders and the Board of Directors of
Bleichroeder Acquisition Corp. I
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of Bleichroeder Acquisition Corp. I (the “Company”) as of December 31, 2024, and the related statements of operations, changes
in shareholders’ deficit, and cash flows for the period from June 24, 2024 (inception) through December 31, 2024, and the related
notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in
all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows
for period from June 24, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the
United States of America.
Basis for Opinion
This financial statement is the responsibility
of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are
a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company’s auditor since
2024.
/s/ WithumSmith+Brown, PC