Adage Capital (BBCQ) discloses 1,068,599-share, 3.72% position in Bleichroeder

Rhea-AI Filing Summary

Adage Capital Management, L.P. and related reporting persons report a passive ownership position in Bleichroeder Acquisition Corp. II (Class A Ordinary Shares). Adage Capital Partners, L.P., for which Adage Capital Management, L.P. acts as investment manager, is reported as holding Class A Ordinary Shares of the company.

The reported position represents 3.72% of the Class A Ordinary Shares, based on 28,750,000 shares outstanding as of May 7, 2026, as stated in the company’s quarterly report for the period ended March 31, 2026. All voting and dispositive authority over the reported shares is described as shared among Adage Capital Management, L.P. and its principals, Robert Atchinson and Phillip Gross, who each report shared voting and shared dispositive power over the same block of 1,068,599 shares.

Key Figures

Beneficially owned shares: 1,068,599 Class A Ordinary Shares Ownership percentage: 3.72% Shares outstanding: 28,750,000 Class A Ordinary Shares +1 more

4 metrics

Beneficially owned shares 1,068,599 Class A Ordinary Shares Shares of Bleichroeder Acquisition Corp. II reported by the reporting persons

Ownership percentage 3.72% Portion of Bleichroeder Acquisition Corp. II Class A Ordinary Shares beneficially owned

Shares outstanding 28,750,000 Class A Ordinary Shares Outstanding as of May 7, 2026, per the company’s quarterly report

CUSIP G1170E104 CUSIP for Bleichroeder Acquisition Corp. II Class A Ordinary Shares

Key Terms

beneficial ownership, shared voting power, shared dispositive power, Investment Adviser, +1 more

5 terms

beneficial ownership financial

"The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

shared voting power financial

"6 | Shared Voting Power 1,068,599.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"8 | Shared Dispositive Power 1,068,599.00"

Investment Adviser financial

"12 IA,"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

Schedule 13G regulatory

"Ownership of 5 Percent or Less of a Class. | Ownership of 5 percent or less of a class"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

What stake in BBCQ does Adage Capital report in this Schedule 13G/A?

Adage Capital reports beneficial ownership of 1,068,599 Class A Ordinary Shares of Bleichroeder Acquisition Corp. II (BBCQ), representing 3.72% of the outstanding Class A Ordinary Shares, based on 28,750,000 shares outstanding as of May 7, 2026.

Who are the reporting persons in the BBCQ Schedule 13G/A filing?

The reporting persons are Adage Capital Management, L.P., and its principals Robert Atchinson and Phillip Gross, each reporting beneficial ownership and shared voting and dispositive power over the same block of Class A Ordinary Shares held by Adage Capital Partners, L.P.

What percentage of Bleichroeder Acquisition Corp. II does Adage Capital own?

Adage Capital and the other reporting persons state beneficial ownership of 3.72% of Bleichroeder Acquisition Corp. II’s Class A Ordinary Shares, calculated using 28,750,000 shares outstanding as of May 7, 2026, as disclosed in the company’s quarterly report.

Does Adage Capital have sole or shared voting power over BBCQ shares?

The reporting persons disclose 0 shares with sole voting power and 1,068,599 shares with shared voting power, indicating that voting authority over all reported Class A Ordinary Shares is shared among the reporting persons rather than held individually.

Why does the BBCQ Schedule 13G/A note ownership of 5 percent or less?

Item 5 states that the reporting persons’ beneficial ownership is 5 percent or less of the class. Their disclosed stake of 3.72% falls below the 5% threshold that typically triggers certain higher-level ownership classifications under beneficial ownership rules.

Where are Adage Capital and the BBCQ issuer based according to this Schedule 13G/A?

The issuer, Bleichroeder Acquisition Corp. II, lists principal executive offices at 1345 Avenue of the Americas, Floor 47, New York, NY 10105. The reporting persons’ business address is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

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Available on EDGAR 08/12/2026 - 12:05 PM Accepted by SEC EDGAR 08/12/2026 - 12:04 PM 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. II

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G1170E104

(CUSIP Number)

06/30/2026

(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)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G1170E104

1

Names of Reporting Persons

Adage 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 0.00
6	Shared Voting Power 1,068,599.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,685,990.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,068,599.00

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)

3.72 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): G1170E104

1

Names of Reporting Persons

Robert Atchinson

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,068,599.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,068,599.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,068,599.00

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)

3.72 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): G1170E104

1

Names of Reporting Persons

Phillip Gross

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:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,068,599.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,068,599.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,068,599.00

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)

3.72 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

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 statement is filed by: (i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (the "Company"), directly held by ACP; (ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and (iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." 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. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)	Citizenship: ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP No.: G1170E104
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: The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 28,750,000 Class A Ordinary Shares outstanding as of May 7, 2026, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 7, 2026.
(b)	Percent of class: 3.72%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
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 2(a).
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
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.

Adage Capital Management, L.P.

Signature:	/s/ Robert Atchinson
Name/Title:	By: Adage Capital Partners LLC, its General Partner, By: Robert Atchinson, its Managing Member
Date:	08/12/2026

Robert Atchinson

Signature:	/s/ Robert Atchinson
Name/Title:	Robert Atchinson, individually
Date:	08/12/2026

Phillip Gross

Signature:	/s/ Phillip Gross
Name/Title:	Phillip Gross, individually
Date:	08/12/2026