Bleichroeder Acquisition Corp. II (BBCQ): Continental General group reports 2.5% stake

Rhea-AI Filing Summary

Continental General Insurance Company, together with its parent entities Continental Insurance Group, Ltd., Continental General Holdings LLC, and manager Michael Gorzynski, reports beneficial ownership of 725,139 Class A ordinary shares of Bleichroeder Acquisition Corp. II as of June 30, 2026. These shares represent approximately 2.5% of the company’s 28,750,000 Class A ordinary shares outstanding as of May 26, 2026. The shares are held directly by Continental General Insurance Company, with the other reporting persons deemed owners through their ownership and control relationships. The group has shared voting and dispositive power over the 725,139 shares and holds no sole voting or dispositive power. An additional 666,666 shares underlying warrants are excluded because they are not, and are not expected to be, exercisable within 60 days.

Key Figures

Shares beneficially owned: 725,139 Class A ordinary shares Ownership percentage: 2.5% Shares outstanding: 28,750,000 Class A ordinary shares +3 more

6 metrics

Shares beneficially owned 725,139 Class A ordinary shares Beneficially owned by Continental General Insurance Company as of June 30, 2026

Ownership percentage 2.5% Approximate percentage of outstanding Class A shares beneficially owned by each reporting person

Shares outstanding 28,750,000 Class A ordinary shares Shares outstanding as of May 26, 2026, per Registration Statement on Form F-4

Excluded warrant shares 666,666 shares underlying warrants Excluded because warrants are not, and not expected to be, exercisable within 60 days

Shared voting power 725,139 shares Shares over which the reporting persons have shared voting power

Shared dispositive power 725,139 shares Shares over which the reporting persons have shared dispositive power

Key Terms

beneficially own, shared voting power, sole dispositive power, shared dispositive power, +2 more

6 terms

beneficially own financial

"CIG may be deemed to beneficially own the 725,139 Shares beneficially owned by CGIC."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

shared voting power financial

"Shared Voting Power 725,139.00"

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.

sole dispositive power financial

"Sole Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

shared dispositive power financial

"Shared Dispositive Power 725,139.00"

warrants financial

"excluding 666,666 Shares underlying certain warrants which are not currently exercisable"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

Schedule 13G regulatory

"If a group has filed this schedule pursuant to 1(c) or 1(d), attach an exhibit"

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 Bleichroeder Acquisition Corp. II (BBCQ) is reported by Continental General Insurance?

Continental General Insurance Company reports beneficial ownership of 725,139 Class A shares of Bleichroeder Acquisition Corp. II, representing approximately 2.5% of the 28,750,000 Class A ordinary shares outstanding as of May 26, 2026.

Who are the reporting persons for the BBCQ Schedule 13G/A stake?

The reporting persons are Continental General Insurance Company, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski, who may each be deemed to beneficially own the same 725,139 Class A shares through their ownership and control chain.

What percentage of Bleichroeder Acquisition Corp. II (BBCQ) does the group beneficially own?

Each reporting person may be deemed to beneficially own approximately 2.5% of Bleichroeder Acquisition Corp. II’s Class A ordinary shares, based on 28,750,000 shares outstanding as of May 26, 2026, and 725,139 shares held through Continental General Insurance Company.

Are any BBCQ warrants held by the reporting persons included in the beneficial ownership calculation?

No. The reporting persons exclude 666,666 shares underlying certain warrants from beneficial ownership because those warrants are not currently, and not expected to be, exercisable within 60 days of June 30, 2026, so they are not counted in the 2.5% stake.

What voting and dispositive powers do the reporting persons have over BBCQ shares?

The reporting persons report shared voting power over 725,139 shares and shared dispositive power over 725,139 shares, with no sole voting or sole dispositive power. Continental General Insurance Company holds the shares directly, with others deemed owners through control relationships.

Why do the reporting persons state they own 5 percent or less of BBCQ’s Class A shares?

Because the 725,139 Class A shares represent only approximately 2.5% of Bleichroeder Acquisition Corp. II’s 28,750,000 outstanding Class A shares, the group confirms ownership of 5 percent or less of the class, which affects their reporting obligations.

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

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Available on EDGAR 08/13/2026 - 04:07 PM Accepted by SEC EDGAR 08/13/2026 - 04:05 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)

G1170E120

(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): G1170E120

1

Names of Reporting Persons

CONTINENTAL GENERAL INSURANCE CO

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

TEXAS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 725,139.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 725,139.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

725,139.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): G1170E120

1

Names of Reporting Persons

Continental Insurance Group, Ltd.

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 725,139.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 725,139.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

725,139.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP Number(s): G1170E120

1

Names of Reporting Persons

Continental General Holdings 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

MICHIGAN

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 725,139.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 725,139.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

725,139.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): G1170E120

1

Names of Reporting Persons

Gorzynski Michael

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 725,139.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 725,139.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

725,139.00

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)

2.5 %

12

Type of Reporting Person (See Instructions)

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: The names of the persons filing this statement on Schedule 13G (collectively, the "Reporting Persons") are: Continental General Insurance Company ("CGIC"), Continental Insurance Group, Ltd. ("CIG"), Continental General Holdings LLC ("CGH"), and Michael Gorzynski ("Mr. Gorzynski").
(b)	Address or principal business office or, if none, residence: The address of the principal office for Mr. Gorzynski is 595 Madison Avenue, 30th Floor, New York, NY 10022. The principal business address for each of CGIC, CIG and CGH is 11001 Lakeline Blvd., Ste. 120, Austin, TX 78717.
(c)	Citizenship: CGH is a Michigan limited liability company. CIG is a Delaware corporation. CGIC is a Texas domiciled life and health insurance company. Mr. Gorzynski is a citizen of the United States and Poland.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G1170E120
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 of the close of business on June 30, 2026: (i) CGIC directly beneficially owned 725,139 Class A ordinary shares, par value $0.0001 per share, of the Issuer (the "Shares"), excluding 666,666 Shares underlying certain warrants which are not currently, and not expected to be, exercisable within 60 days of the date hereof. (ii) As the sole owner of CGIC, CIG may be deemed to beneficially own the 725,139 Shares beneficially owned by CGIC. (iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 725,139 Shares beneficially owned by CGIC. (iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 725,139 Shares beneficially owned by CGIC.
(b)	Percent of class: The following percentages are based on 28,750,000 Shares outstanding as of May 26, 2026, which is the total number of Shares outstanding as reported in the Issuer's Registration Statement on Form F-4 filed with the Securities and Exchange Commission on May 26, 2026. As of the close of business on June 30, 2026: (i) CGIC may be deemed to own approximately 2.5% of the outstanding Shares; (ii) CIG may be deemed to beneficially own approximately 2.5% of the outstanding Shares; (iii) CGH may be deemed to beneficially own approximately 2.5% of the outstanding Shares; and (iv) Mr. Gorzynski may be deemed to beneficially own approximately 2.5% of the outstanding Shares.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
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.
	Not Applicable
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.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on January 14, 2026.
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 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.

CONTINENTAL GENERAL INSURANCE CO

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Executive Chairman
Date:	08/13/2026

Continental Insurance Group, Ltd.

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Chairman & President
Date:	08/13/2026

Continental General Holdings LLC

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski, Manager
Date:	08/13/2026

Gorzynski Michael

Signature:	/s/ Michael Gorzynski
Name/Title:	Michael Gorzynski
Date:	08/13/2026