Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Bleichroeder Acquisition Corp. II (Name of Issuer) |
Class A Ordinary Shares, $0.0001 par value (Title of Class of Securities) |
G1170E120 (CUSIP Number) |
01/09/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G1170E120 |
| 1 | Names of Reporting Persons
Bleichroeder Sponsor 2 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,583,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares (as defined herein) that are convertible into Class A Ordinary Shares (as defined herein) on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290897).
SCHEDULE 13G
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| CUSIP No. | G1170E120 |
| 1 | Names of Reporting Persons
Bleichroeder Manager 2 LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,583,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290897).
SCHEDULE 13G
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| CUSIP No. | G1170E120 |
| 1 | Names of Reporting Persons
Andrew Gundlach | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,583,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290897).
SCHEDULE 13G
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| CUSIP No. | G1170E120 |
| 1 | Names of Reporting Persons
Michel Combes | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,583,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) The shares reported above are Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290897).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Bleichroeder Acquisition Corp. II | |
| (b) | Address of issuer's principal executive offices:
1345 Avenue of the Americas, Floor 47, New York, NY 10105. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed on behalf of: (i) Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (the "Sponsor"), which is the holder of record of 9,583,333 Class B ordinary shares, $0.0001 par value per share, of the Issuer (the "Class B Ordinary Shares") that are convertible into Class A ordinary shares, $0.0001 par value per share, of the Issuer ("Class A Ordinary Shares") on a one-for-on basis, subject to adjustment pursuant to certain anti-dilution rights, as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-290897); (ii) Bleichroeder Manager 2 LLC ("BM2"), the managing member of the Sponsor; (iii) Andrew Gundlach, the Chief Executive Officer, President and Chairman of the Board of Directors of the Issuer and a managing member of BM2; and (iv) Michel Combes, one of the Issuer's Co-Founders and the manager of MC Advisory L.L.C-FZ, an entity formed in Dubai and a managing member of BM2 ("MC Advisory"), (collectively, the "Reporting Persons") The Reporting Persons have entered into a Joint Filing Agreement, dated the date hereof, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). All disclosures herein with respect to any Reporting Person are made only by such Reporting Person. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is c/o Bleichroeder Acquisition Corp. II, 1345 Avenue of the Americas, Floor 47, New York, NY 10105. | |
| (c) | Citizenship:
The Sponsor is a Delaware limited liability company. BM2 is a Delaware limited liability company. Mr. Gundlach is a citizen of the United States. Mr. Combes is a citizen of France. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, $0.0001 par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the response to row 9 of the Cover Page for each Reporting Person. Excludes 5,000,000 Class A Ordinary Shares issuable upon exercise of private placement warrants, held by the Sponsor, each exercisable to purchase one Class A Ordinary Share at $11.50 per share subject to adjustment, which are not exercisable within 60 days. BM2 is the managing member of the Sponsor. MC Advisory and Mr. Gundlach are the managing members of BM2. Mr. Combes is manager of MC Advisory. Mr. Combes and Mr. Gundlach, by virtue of their control of BM2, hold voting and investment discretion with respect to the Class A Ordinary Shares held of record by the Sponsor. As such, each of BM2, Mr. Combes, and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of BM2, Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. | |
| (b) | Percent of class:
See the response to row 11 of the Cover Page for each Reporting Person. Based on 38,333,333 ordinary shares of the Issuer, including 28,750,000 Class A Ordinary Shares and 9,583,333 Class B ordinary shares, $0.0001 par value, of the Issuer, outstanding as of March 16, 2026, as reported by the Issuer in its Annual Report on the Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the Securities and Exchange Commission on March 16, 2026 BM2 is the managing member of the Sponsor. MC Advisory and Mr. Gundlach are the managing members of BM2. Mr. Combes is manager of MC Advisory. Mr. Combes and Mr. Gundlach hold voting and investment discretion with respect to the Class A Ordinary Shares held of record by the Sponsor. As such, each of BM2, Mr. Combes, and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of BM2, Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See the response to row 5 of the Cover Page for each Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
See the response to row 6 of the Cover Page for each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the Cover Page for each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the Cover Page for each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 - Joint Filing Agreement, April 13, 2026. |