SecProbe.io

August 9, 2024
Andrew Gundlach
Chief Executive Officer
Bleichroeder Acquisition Corp. I
1345 Avenue of the Americas, Fl 47
New York, NY 10105
Re:Bleichroeder Acquisition Corp. I
Registration Statement on Form S-1
Filed July 12, 2024
File No. 333-280777
Dear Andrew Gundlach:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure in the fifth paragraph of the cover page. Please ensure that the
amount of compensation received by and securities issued to, or to be received by or
issued to each of the sponsor, its affiliates and promoters is clearly stated on the cover
page. The disclosure should also include the price paid or to be paid for any securities, as
well as the cross reference to the location of related disclosure elsewhere in the
prospectus, including that provided in response to Item 1602(b)(6) and Item 1603(a)(6) of
Regulation S-K. Please see Item 1602(a)(3) of Regulation S-K.
2.Where you discuss dilution to public shareholders resulting from the issuance of founder
shares at a nominal price, please revise to also state whether the anti-dilution adjustment
to the founder shares in connection with your initial business combination may result in a
material dilution of the purchasers' equity interests.
We note your disclosure in the sixth and fifteenth paragraphs of the cover page regarding
some of the potential conflicts of interest that your sponsor, co-founders and members of 3.

August 9, 2024
Page 2
management may have. Please revise to state clearly that there may be actual or potential
material conflicts of interest between the sponsor, its affiliates, or promoters on one hand,
and purchasers in the offering on the other. Also ensure that your cross reference includes
the location of related disclosure elsewhere in the prospectus, including that provided in
response to Item 1602(b)(7) and Item 1603(b) of Regulation S-K. Please refer to Item
1602(a)(5) of Regulation S-K.
Initial Business Combination, page 7
4.Please disclose whether security holders will have voting or redemption rights with
respect to an extension from 24 to 27 months. Please also disclose whether there are any
limitations on extensions, including the number of times you may seek to extend. Also
disclose the consequences to the sponsor of not completing an extension of this time
period. See Item 1602(b)(4) of Regulation S-K.
5.Please state the basis for your statement on page 9 that you do not believe that the
fiduciary duties or contractual obligations of your officers or directors will materially
affect your ability to complete your initial business combination.
6.We note that you intend to effectuate your initial business combination potentially
using proceeds from forward purchase agreements or backstop agreements. We also note
disclosure elsewhere in the prospectus referencing possible private offerings of debt or
equity, as well as forward purchase agreements and backstop arrangements. Please revise
this section or include a new section within the Summary under an appropriate
subheading to provide a more comprehensive discussion regarding plans to seek
additional financings. For example, discuss any plans to seek additional financings in
connection with meeting working capital needs in the search for the initial business
combination, for the completion of an initial business combination, or in connection with
the redemption of a significant number of your public shares. Please also describe how the
terms of additional financings may impact unaffiliated security holders. See Item
1602(b)(5) of Regulation S-K.
Anticipated expenses and funding sources, page 21
7.Please revise to clarify, if true, that the items you identify in the two bullet points may
only be paid from interest on the funds held in the trust account. As drafted, the disclosure
could be read to mean that the items in the bullets are in addition to withdrawals of
interest to pay expenses. Please also clarify what the “permitted withdrawals” are. For
example, disclose whether there are any limits on the dollar amount or percentage of
interest on funds in the trust account that may be used for the purposes identified in the
parenthetical.
The Offering
Conflicts of Interest, page 30
Please revise disclosure in this section to clearly state the conflicts with purchasers in the
offering. In addition, please revise disclosure as follows:
At the end of the carryover paragraph and first full paragraph at the top of page 31,
please explain why you do not believe that fiduciary duties or contractual obligations,
or the involvement of the sponsor, officers or directors with other SPACs would •8.

August 9, 2024
Page 3
materially affect your ability to complete a business combination.
•In the third full paragraph on page 31, please clarify the conflict that relates to the
"different timelines" of completing your business combination given the personal and
financial interests of your directors and executive officers.
•Where you discuss conflicts of the sponsor, officers or directors from owning
securities in the company, please clearly disclose the price paid, including the
"nominal" price paid for the securities and the conflicts of interest in determining
whether to pursue a de-SPAC transaction, and in negotiating or accepting the terms of
the de-SPAC transaction.
•Add disclosure of the conflicts of interest relating to items listed under "Limited
payments to insiders" such as compensation, repayment of loans and reimbursement
of expenses that will be paid to officers and directors affiliated with the sponsor upon
completion of a de-SPAC transaction, as well as the potential payment of finders,
advisory, consulting or success fees for any services rendered for completion of the
initial business combination.
•Clarify the conflicts associated with entering into a business combination with an
affiliate of your sponsor, officers or directors, as disclosed on page 133. Please refer
to Item 1602(b)(7) of Regulation S-K.
If we are deemed to be an investment company under the Investment Company Act..., page 45
9.We note your disclosures suggesting that in order to avoid having your anticipated
activities not subject you to the Investment Company Act, you will hold the proceeds of
the trust account only in U.S. government treasury obligations or money market funds
meeting conditions under Rule 2a-7. For example, we note disclosure stating that you
believe you will not be subject to the Act, and that "to this end" you will hold the trust
assets in government securities. You also state that "by restricting the investment of the
proceeds to these instruments" you intend to avoid being deemed an investment company.
While we recognize that you also state that you may mitigate this risk by instructing the
trustee to hold the funds in the trust account in cash, please revise these disclosures to
clarify that even if the assets in your trust account are U.S. Government securities or
shares of money market funds registered under the Investment Company Act and
regulated pursuant to rule 2a-7 of that Act, you could nevertheless and at any time be
considered to be operating as an unregistered investment company. Disclose that if you
are found to be operating as an unregistered investment company, you may be required to
change your operations, wind down your operations, or register as an investment
company. Also include disclosure with respect to the consequences to investors if you
required to wind down your operations as a result of this status, such as the losses of the
investment opportunity in a target company, any price appreciation in the combined
company, and any warrants, which would expire worthless.
Risk Factors
The nominal purchase price paid by our sponsor for the founder shares may result in significant
dilution..., page 69
10.Please explain to us how you calculated the implied value per share upon consummation
of initial business combination in the amount of $9.53.

August 9, 2024
Page 4
Risk Factors
If our initial business combination involves a company organized under the laws of the United
States..., page 78
11.We note your disclosure on page 91 that you "may withdraw interest for permitted
withdrawals, including the payment of taxes." We also note disclosure regarding the risk
that a U.S. federal excise tax could be imposed on you if your business combination
involves a company organized in the United States. Please clarify whether you may
withdraw interest for the payment of the U.S. federal excise tax if it were imposed.
Use of Proceeds, page 82
12.We note disclosure here and on the cover page and in the Underwriting section that $0.10
per share of underwriting compensation is in addition to the deferred portion of the
compensation of $0.475, and that 50% of non-deferred compensation will be paid on the
12, 18 and 24-month anniversaries of the offering from permitted withdrawals of interest
earned on the trust account. Please revise your use of proceeds table to include this 50%
of non-deferred compensation as being sourced from permitted withdrawals rather than
being an expense paid at closing from the proceeds of the offering.
Dilution, page 86
13.Please revise the table on page 86 to explain what is represented in the first column under
the heading "Offering Price of $10.00," as well as illustrate how the NTBV per share
amounts in this column were calculated.
14.We note that the "Full Over-Allotment" columns of numerator calculation in the table on
page 87 don't foot due to inclusion of the overallotment liability.  Please revise.
Proposed Business
Sponsor Information, page 101
15.In the disclosure on page 101, please state the amount of the direct and indict material
interests in the sponsor that are held by each of Messrs. Combes and Gundlach. Please see
Item 1603(a)(7) of Regulation S-K.
16.We note your disclosure on pages 10 and 101 that the tables set forth the payments to be
received by your sponsor and its affiliates from you prior to or in connection with
completion of the business combination and the securities issued or to be issued by you to
your sponsor and its affiliates. Please expand the tables to address the nature and amount
of all compensation received or to be received by each of the sponsor, and each of its
affiliates and promoters, including loan repayments, the anti-dilution adjustment of the
founder shares, payment of any finder's, advisory, consulting or success fees, and
the repayment or reimbursement of out-of-pocket expenses or any other amounts. Please
refer to Item 1602(b)(6) and 1603(a)(6) of Regulation S-K. Please also specifically
disclose the extent to which this compensation and the issuance of securities to your
sponsor, its affiliates and promoters may result in a material dilution of the purchasers'
equity interests. For example, please tell us with a view toward disclosure if the private
warrants may be exercised on a cashless basis.

August 9, 2024
Page 5
17.Please revise the table on page 102 to disclose the lock-up agreement with the
underwriter. See Item 1603(a)(9) of Regulation S-K.
18.In connection with the disclosure at the top of page 103 regarding transfers of your
founder shares, private placement warrants or any of your other securities, please address
the forfeiture of Class B shares if the over-allotment option is not exercised, as well as the
operation of the anti-dilution provisions of the Class B shares. Also address the possibility
of indirect transfers of your securities through the transfer of sponsor interests by sponsor
members or other affiliates. Please see Item 1603(a)(6) of Regulation S-K.
Management
Conflicts of Interest, page 131
19.Please revise to provide all of the disclosure regarding actual or potential conflicts of
interest, including without limitation those identified in our comment on your page 30
disclosure above, that may arise in determining whether to proceed with a de-SPAC
transaction, and any material conflict of interest arising from the manner in which you
compensate the sponsor, officer or directors, or the manner in which your sponsor
compensates it officer directors. Your disclosure should include conflicts between your
sponsor or its affiliates, or your officers, directors or promoters on one hand, and your
unaffiliated security holders on the other. Please see Item 1603(b) of Regulation S-K.
Principal Shareholders, page 135
20.We note that you attribute 100% of the beneficial ownership of the Class B shares held of
record by the sponsor to Mr. Gundlach. However, disclosure on page 101 states that
Messrs. Combes and Gundlach, as co-founders, are the managing members of the sponsor
and control the voting and investment decisions of your securities held by the sponsor.
Please revise the beneficial ownership table on page 135 to also include Mr. Combes'
beneficial ownership of Class B shares in the table.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact William Demarest at 202-551-3432 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Stacie Gorman at 202-551-3585 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction