First Trust reports 8.91% and 7.65% stakes in BACQU

Rhea-AI Filing Summary

First Trust reporting persons have jointly disclosed significant minority holdings in Bleichroeder Acquisition Corp. I. The filing shows First Trust Capital Management L.P./First Trust Capital Solutions L.P./FTCS Sub GP LLC collectively beneficially own 2,285,000 shares, representing 8.91% of the Class A ordinary shares, and First Trust Merger Arbitrage Fund beneficially owns 1,945,654 shares, representing 7.65% of the class.

The reporting persons state they possess sole voting and dispositive power over the shares reported and that the holdings are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer. FTCS and Sub GP are identified as control persons of the adviser FTCM and may be deemed beneficial owners of the adviser’s reported holdings.

Positive

• Material institutional ownership disclosed: First Trust entities report 2,285,000 shares (8.91%) and 1,945,654 shares (7.65%) of BACQU.
• Clear voting/dispositive power stated: Reporting persons claim sole voting and sole dispositive power over the reported share totals.

Negative

• None.

Insights

Financial Analyst

TL;DR: Two First Trust reporting groups hold material passive stakes totaling 8.91% and 7.65%.

The holdings reported—2,285,000 shares (8.91%) by First Trust Capital Management/affiliates and 1,945,654 shares (7.65%) by First Trust Merger Arbitrage Fund—are clearly material by regulatory thresholds and must be disclosed to the market. The filing indicates sole voting and dispositive power for the reported totals and contains the customary certification that the positions are held in the ordinary course of business and not to influence control. For investors, this is a routine institutional ownership disclosure rather than an active control attempt; the lack of shared voting power and the 13G-type certification point to passive intent.

Corporate Governance Expert

TL;DR: Disclosure clarifies beneficial ownership and control relationships among First Trust entities without signaling a control bid.

The filing identifies FTCM as investment adviser to client accounts and notes FTCS and FTCS Sub GP as control persons of FTCM, which may lead to attribution of the adviser’s holdings to those entities. The document records sole voting/dispositive power for the reported shares and an explicit certification that holdings are not for influencing issuer control. From a governance perspective, the filing provides the necessary transparency about attribution and voting power; no shared control arrangements or governance actions are disclosed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percent of BACQU does First Trust own according to this filing?

The filing reports First Trust Capital Management/affiliates own 2,285,000 shares (8.91%) and First Trust Merger Arbitrage Fund owns 1,945,654 shares (7.65%).

Which First Trust entities filed the Schedule 13G/A for BACQU?

The filing is made by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC.

Do the reporting persons claim voting or dispositive power over the BACQU shares?

Yes. The filing states each reporting person has sole voting power and sole dispositive power for the shares reported and no shared voting/dispositive power.

Does the filing indicate the holdings are intended to influence control of BACQU?

No. The certification states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Are FTCS and FTCS Sub GP reported as having any ownership for their own accounts?

The filing states FTCS and FTCS Sub GP do not own any Ordinary Shares for their own accounts but may be deemed beneficial owners by virtue of control of the adviser.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 10:12 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Bleichroeder Acquisition Corp. I

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")

(Title of Class of Securities)

G1169T104

(CUSIP Number)

06/30/2025

(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)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G1169T104

1

Names of Reporting Persons

First Trust Merger Arbitrage Fund

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:

5	Sole Voting Power 1,945,654.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,945,654.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,945,654.00

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)

7.65 %

12

Type of Reporting Person (See Instructions)

IV

SCHEDULE 13G

CUSIP No. G1169T104

1

Names of Reporting Persons

First Trust Capital Management L.P.

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:

5	Sole Voting Power 2,285,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,285,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,285,000.00

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)

8.91 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. G1169T104

1

Names of Reporting Persons

First Trust Capital Solutions L.P.

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:

5	Sole Voting Power 2,285,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,285,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,285,000.00

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)

8.91 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. G1169T104

1

Names of Reporting Persons

FTCS Sub GP 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:

5	Sole Voting Power 2,285,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,285,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,285,000.00

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)

8.91 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Bleichroeder Acquisition Corp. I
(b)	Address of issuer's principal executive offices: 1345 AVENUE OF THE AMERICAS, 47TH FL, NEW YORK, NY, 10105
Item 2.
(a)	Name of person filing: This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). (1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. (2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, (ii) First Trust Alternative Opportunities Fund and (iii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). (3) FTCS, a Delaware limited partnership and control person of FTCM. (4) Sub GP, a Delaware limited liability company and control person of FTCM. Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)	Address or principal business office or, if none, residence: The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)	Citizenship: United States
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share ("Ordinary Shares")
(e)	CUSIP No.: G1169T104
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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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: As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of Bleichroeder Acquisition Corp I (the "Issuer")) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of June 30, 2025 VARBX owned 1,945,654 shares of the outstanding Ordinary Shares of the Issuer FTCM, FTCS and Sub GP collectively owned 2,285,000 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts.
(b)	Percent of class: VARBX: 7.65 FTCM, FTCS and Sub GP: 8.91
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: VARBX: 1,945,654 FTCM, FTCS and Sub GP: 2,285,000
	(ii) Shared power to vote or to direct the vote: VARBX: 0 FTCM, FTCS and Sub GP: 0
	(iii) Sole power to dispose or to direct the disposition of: VARBX: 1,945,654 FTCM, FTCS and Sub GP: 2,285,000
	(iv) Shared power to dispose or to direct the disposition of: VARBX: 0 FTCM, FTCS and Sub GP: 0
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 4.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Item 2.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

First Trust Merger Arbitrage Fund

Signature:	/s/ Joy Ausili
Name/Title:	Trustee, Vice President and Assistant Secretary
Date:	08/14/2025

First Trust Capital Management L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

First Trust Capital Solutions L.P.

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

FTCS Sub GP LLC

Signature:	/s/ Chad Eisenberg
Name/Title:	Chief Operating Officer
Date:	08/14/2025

Exhibit Information

Ehibit I: Joint Filing Statement