Are there any related-party or family relationships tied to BBCQ’s new CEO or Executive Chairman?

The company states there are no family relationships involving Andrew Gundlach or Marcello Padula with any director, executive officer, or executive officer designee, and no transactions requiring disclosure under Item 404(a) of Regulation S-K involving either individual.

Bleichroeder Acquisition Corp. II Reports Material Event

Bleichroeder Acquisition Corp. II reported leadership changes approved by its Board.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

Bleichroeder Acquisition Corp. II reported leadership changes approved by its Board. Effective April 29, 2026, Andrew Gundlach resigned as President and Chief Executive Officer and was appointed Executive Chairman of the Board. Marcello Padula, previously Chief Operating Officer, was appointed Chief Executive Officer on the same date.

The company states there are no special arrangements or understandings behind these appointments, no family relationships with other executives or directors, and no related-party transactions requiring disclosure under Regulation S-K Item 404(a). Existing compensatory arrangements for both Mr. Gundlach and Mr. Padula remain unchanged.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Class A par value: $0.0001 per share Warrant exercise price: $11.50 per share Board approval date: April 30, 2026 +1 more

4 metrics

Class A par value $0.0001 per share Par value of Class A ordinary shares

Warrant exercise price $11.50 per share Exercise price for each whole redeemable warrant

Board approval date April 30, 2026 Board approved management changes on this date

Effective date of role changes April 29, 2026 Effective date for CEO transition and Executive Chairman role

Key Terms

Emerging growth company, Executive Chairman, Chief Executive Officer, Item 404(a) of Regulation S-K, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.02 Departure of Directors"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Executive Chairman financial

"Andrew Gundlach was appointed Executive Chairman of the Board"

An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.

Chief Executive Officer financial

"appointed to serve as Chief Executive Officer of the Company"

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

Item 404(a) of Regulation S-K regulatory

"transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K"

Item 5.02 regulatory

"Item 5.02 Departure of Directors or Certain Officers"

FAQ

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

What management changes did Bleichroeder Acquisition Corp. II (BBCQ) announce?

Bleichroeder Acquisition Corp. II announced that Andrew Gundlach became Executive Chairman and resigned as President and CEO, while Marcello Padula, previously Chief Operating Officer, was appointed Chief Executive Officer, all effective April 29, 2026, following approval by the Board of Directors.

Who is the new CEO of Bleichroeder Acquisition Corp. II (BBCQ)?

The new Chief Executive Officer is Marcello Padula. He previously served as Chief Operating Officer and was appointed CEO effective April 29, 2026, with his existing compensation arrangements remaining unchanged according to the disclosed information.

What is Andrew Gundlach’s new role at Bleichroeder Acquisition Corp. II (BBCQ)?

Andrew Gundlach has been appointed Executive Chairman of the Board. In connection with this, he resigned as President and Chief Executive Officer effective April 29, 2026, while his existing compensatory arrangements with the company remain unchanged under the disclosed terms.

Were any new compensation agreements created for BBCQ’s leadership changes?

No new compensatory arrangements or material amendments were created for Andrew Gundlach or Marcello Padula. The filing states that each executive’s existing arrangements with the company remain unchanged in connection with their new roles and responsibilities.

What securities of Bleichroeder Acquisition Corp. II (BBCQ) are listed on Nasdaq?

The company lists three securities on Nasdaq: units trading under BBCQU, Class A ordinary shares under BBCQ, and redeemable warrants under BBCQW, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

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

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Accepted by SEC EDGAR 05/01/2026 - 04:10 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 2026

Bleichroeder Acquisition Corp. II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43045		98-1888010
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1345 Avenue of the Americas, Fl 47
New York, NY 10105

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 212-984-3835

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	BBCQU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	BBCQ	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	BBCQW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2026, the Board of Directors (the “Board”) of Bleichroeder Acquisition Corp. II (the “Company”) approved the following changes to the Company’s management: (i) Andrew Gundlach was appointed Executive Chairman of the Board and resigned as President and Chief Executive Officer of the Company, effective April 29, 2026, and (ii) Marcello Padula, the Company’s currently serving Chief Operating Officer, was appointed to serve as Chief Executive Officer of the Company, effective April 29, 2026.

There are no arrangements or understandings between each of Mr. Gundlach or Mr. Padula and any other person pursuant to which each of them was selected as an officer or director of the Company. There are also no family relationships between Mr. Gundlach or Mr. Padula, respectively, and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. Neither Mr. Gundlach nor Mr. Padula is a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Gundlach’s appointment as Executive Chairman, there are no new compensatory arrangements or material amendments to any existing arrangements to report. Mr. Gundlach’s existing arrangements with the Company remain unchanged.

In connection with Mr. Padula’s appointment as Chief Executive Officer, there are no new compensatory arrangements or material amendments to any existing arrangements to report. Mr. Padula’s existing arrangements with the Company remain unchanged.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLEICHROEDER ACQUISITION CORP. II

Date: May 1, 2026	By:	/s/ Robert Folino
		Name:	Robert Folino
		Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents