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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 |
2