Share Rights Agreement, dated October 31, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

Exhibit 4.1

SHARE RIGHTS AGREEMENT

This Share Rights Agreement (this “Agreement”) is made as of October 31, 2024 between Bleichroeder Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Share Rights Agent”).

WHEREAS, the Company has entered into an agreement with Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase up to an aggregate of 28,750,000 units (including up to 3,750,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-tenth (1/10) of one Ordinary Share (a “Public Share Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 28,750,000 Public Share Rights upon consummation of such Public Offering, 3,750,000 of which are attributable to the over-allotment option;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-280777, as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable to the holders of the Units and Public Share Rights;

WHEREAS, the Company has entered into agreements with Bleichroeder Sponsor 1 LLC (the “Sponsor”) to purchase up to an aggregate of 425,000 private units in a private placement transaction to occur simultaneously with the consummation of the Public Offering, with each Unit comprised of one Ordinary Share and one Share Right (the “Private Share Rights”);

WHEREAS, up to $2,500,000 of working capital loans, as described in the Registration Statement, may be converted into up to 250,000 private placement-equivalent units, with each Unit comprised of one Ordinary Share and one Share Right (the “Working Capital Share Rights”, together with the Private Share Rights and the Public Share Rights, the “Share Rights”);

WHEREAS, the Company desires the Share Rights Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Share Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attn: Compliance Department

And

Bleichroeder Acquisition Corp. I

1345 Avenue of the Americas, Fl 47
New York, NY 10105
Attn: Andrew Gundlach

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Stuart Neuhauser, Esq. 

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

[Signature Page to Share Rights Agreement]

EXHIBIT A

Form of Share Right

________R

BLEICHROEDER ACQUISITION CORP. I

INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP G1169T 138

THIS CERTIFIES THAT, for value received

_____________is the registered holder of a right or rights (the “Share Right” or “Share Rights,” respectively) to receive one-tenth of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”), of Bleichroeder Acquisition Corp. I (the “Company”) for each Share Right evidenced by this Share Right Certificate on the Company’s completion of an initial business combination (as defined in the prospectus relating to the Company’s initial public offering (“Prospectus”) upon surrender of this Share Right Certificate pursuant to the Share Rights Agreement (the “Share Rights Agreement”) between the Company and Continental Stock Transfer & Trust Company (the “Share Rights Agent”). In no event will the Company be required to net cash settle any Share Right.

Upon liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time, the Share Right(s) shall expire and be worthless. The holder of a Share Right or Share Rights shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).

Upon due presentment for registration of transfer of the Share Right Certificate at the office or agency of the Share Rights Agent a new Share Right Certificate or Share Right Certificates of like tenor and evidencing in the aggregate a like number of Share Rights shall be issued to the transferee in exchange for this Share Right Certificate, without charge except for any applicable tax or other governmental charge.

The Company and the Share Rights Agent may deem and treat the registered holder as the absolute owner of this Share Right Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the registered holder, and for all other purposes, and neither the Company nor the Share Rights Agent shall be affected by any notice to the contrary.

Holders of a Share Right or Share Rights are not entitled to any of the rights of a shareholder of the Company.

Dated:

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

Additional Abbreviations may also be used though not in the above list.

BLEICHROEDER ACQUISITION CORP. I

The Company will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject to all the provisions of the Share Rights Agreement, and all amendments thereto, to all of which the holder of this certificate by acceptance hereof assents.

For value received,___________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

Rights represented by the within Certificate, and do hereby irrevocably constitute and appoint ___________________________________________________________________________________________ Attorney to transfer the said Rights on the books of the within named Company will full power of substitution in the premises.

Dated ___________