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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):
February 10, 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 February 10, 2026, the
Board of Directors (the “Board”) of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), appointed
each of Philippe Nyssen and Clemence Rasigni as a director, effective immediately. Each of Mr. Nyssen and Ms. Rasigni qualifies as an
independent director. Mr. Nyssen has been appointed to serve as the member of the audit committee of the Board.
Philippe Nyssen, age 37, has
been serving as the Co-Manager at IronPine Sarl, an independent sponsor and advisory services provider focused on mergers & acquisitions
since April 2022. Prior to this, from June 2014 to April 2025, Mr. Nyssen served various roles at Sofina, a global investment firm focused
on growth, venture, and fund investments, most recently as Head of Consumer from July 2021 to March 2025. In that role, he led origination,
diligence, structuring and execution across venture and growth transactions, and served as Board Director of Dott from March 2021 to January
2025 and SellerX from December 2021 to March 2025, where he worked on sponsor-side M&A including debt refinancing, capital structure
optimization and operational value-creation initiatives. Mr. Nyssen started his career as an Associate at PwC Luxembourg from September
2012 to May 2014. Mr. Nyssen holds an M.B.A from The Wharton School, University of Pennsylvania, where he was a Palmer Scholar and recipient
of the Frank E. Destribats Endowed Fellowship and holds a M.S. in Business Engineering from Solvay Brussels School of Economics and Management
and a B.S. in Business Engineering from HEC-ULg Management School.
Clemence Rasigni, age 52, has over two decades
of expertise in capital markets. Ms. Rasigni has been serving as a capital market advisor across structured debt and equity for public
and private companies since March 2022. From January 2000 to March 2022, Ms. Clemence worked in equity capital markets at Merrill Lynch
(now part of Bank of America) and most recently served as a Senior Managing Director within the equity capital markets group from January
2009 to March 2022, overseeing origination and execution for equity-linked products across all sectors, with a dedicated focus on the
technology, healthcare and retail/consumer space. Ms. Clemence has advised numerous boards and C-suite executives from large public corporations
on optimal capital structure, strategic financings and impactful investor outreach. Ms. Clemence holds master’s degrees from Ecole
Polytechnique and Ecole des Ponts et Chaussées.
There are no family relationships
between Mr. Nyssen or Ms. Rasigni and any director, executive officer, or person nominated
or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr.
Nyssen or Ms. Rasigni that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with the appointment,
the Company and each of Mr. Nyssen and Ms. Rasigni entered into a joinder to a letter agreement,
as well as an indemnification agreement, which are substantially similar to the letter agreement and indemnification agreements, respectively,
entered into by the current officers and directors of the Company.
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: February 11, 2026 |
By: |
/s/ Robert Folino |
| |
|
Name: |
Robert Folino |
| |
|
Title: |
Chief Financial Officer |
