The agreement provides for a merger of Merger Sub into Ursa Major, with Ursa Major surviving as a wholly owned subsidiary of the post-domestication Mach X entity.
Aggregate Consideration equals $1,600,000,000, or 160,000,000 shares of New Ursa Major Common Stock at $10.00 per share, subject to the Exchange Ratio on a fully diluted basis.
Pre-Funded Preferred Stock holders receive Series A Preferred Stock at $12.00 per share equivalent; related warrants convert into Series A Investor Warrants on the same basis.
Minimum Cash Condition requires at least $150,000,000 after redemptions, PIPE proceeds, and transaction costs; Ursa Major may waive.
Outside Date is August 24, 2027, subject to automatic one-day extensions for each day after October 31, 2026 that Ursa Major financial statements remain undelivered.
Concurrent Sponsor Support Agreement and Seller Voting and Support Agreement lock in votes for the Transaction Proposals and waive anti-dilution rights on Class B shares.
Pulse Impact
- Previous Pulse: 51
- New Pulse: 71
- Change: +20
- Driver: 8-K added a constructive beat, so Pulse rose.
Bleichroeder Acquisition Corp. III Form 8-K (2026-08-25)
Not investment advice. Facts taken from the company’s Form 8-K.