Ursa Major to go public in $2.3B SPAC merger

Ursa Major Technologies, a hypersonics and solid rocket motor maker, agreed to merge with Bleichroeder Acquisition Corp. III in a deal valuing the combined company at $2.3 billion.

Ursa Major Technologies agreed to go public through a merger with Bleichroeder Acquisition Corp. III, a SPAC led by Inflection Point Asset Management, in a deal valuing the combined company at $2.3 billion with $350 million in committed capital.

"Deterrence depends on what can be built reliably, safely and at scale," said Chris Spagnoletti, chief executive officer of Ursa Major. "This transaction will help us turn that foundation into the production capacity our customers need."

The deal values Ursa Major at $1.6 billion pre-money. The combined company, to be renamed Inflection Point Mach X Bleichroeder Corp., will trade on Nasdaq under the ticker IPXX, with closing expected in the first quarter of 2027. The PIPE includes approximately $110 million funded at signing through a pre-funded preferred stock investment, plus a $242.5 million closing PIPE for 20.2 million Series A preferred shares and warrants. Ursa Major may retain up to $345 million in additional trust proceeds depending on redemptions.

The capital is earmarked to expand Ursa Major's Galeton, Colorado operations into a large-scale solid rocket motor production campus, scale liquid engine and additive manufacturing, and fund working capital as the company targets roughly $100 million in 2026 revenue and a $200 million revenue opportunity in 2027.

A Decade of Development, Now Scaling

Founded in 2015, Ursa Major has raised approximately $380 million in private markets, conducted more than 5,500 ground tests and 140,000 seconds of testing, and powered more than a dozen successful hypersonic missions. The company employs more than 360 people across six facilities spanning nearly 500 acres. Its programs include the HAVOC hypersonic missile system, solid rocket motors for the U.S. Navy's MK 104 program, and in-space propulsion systems.

The transaction structure includes a $1.6 billion stock consideration represented by 160 million new common shares at $10 per share. Existing Ursa Major shareholders will roll 100 percent of their equity and retain approximately 68 percent of the combined company. The PIPE is anchored by Inflection Point and includes new institutional investors and existing Ursa Major backers including XN.

Defense Industrial Base Demand

The deal comes as the U.S. missiles and munitions budget is projected to grow at an 88 percent compound annual rate from fiscal 2025 through fiscal 2027, according to management estimates. Ursa Major's near-term pipeline includes more than $2.8 billion in contract opportunities across tactical solid rocket motors, hypersonics, and in-space propulsion through 2028.

Inflection Point has completed prior de-SPAC transactions including Intuitive Machines (Nasdaq: LUNR) and USA Rare Earth (Nasdaq: USAR). Cantor Fitzgerald & Co. is serving as lead placement agent and Moelis & Company LLC as joint placement agent. Latham & Watkins LLP advises Ursa Major, while White & Case LLP advises Inflection Point.

The merger requires approval from Bleichroeder shareholders, an effective Form S-4 registration statement, and Nasdaq listing approval. The outside date for closing is August 24, 2027, with a minimum cash condition of $150 million that Ursa Major may waive.

This article is for informational purposes only and does not constitute investment advice.