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.
3.     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
 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

8.     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
 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