[SCHEDULE 13G] Bleichroeder Acquisition Corp. II Passive Investment Disclosure (>5%)
LMR reports 5.6% stake in Bleichroeder (BBCQ)
Bleichroeder Acquisition Corp II ownership disclosure: the LMR Investment Managers and associated persons report beneficial ownership of 1,600,000 Class A ordinary shares representing 5.6% of the outstanding Class A Ordinary Shares as of March 31, 2026.
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Bleichroeder Acquisition Corp II ownership disclosure: the LMR Investment Managers and associated persons report beneficial ownership of 1,600,000 Class A ordinary shares representing 5.6% of the outstanding Class A Ordinary Shares as of March 31, 2026. The holdings are directly held by LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each holding 800,000 shares. The filing also states each fund holds 266,666 warrants exercisable at $11.50 per share, exercisable 30 days after the issuer's initial business combination and expiring five years after that event.
Insights
LMR reports a concentrated passive stake totaling 1.6M shares (5.6%).
The disclosure lists 1,600,000 Class A ordinary shares held by two master funds, with shared voting and dispositive power across the LMR reporting entities as of March 31, 2026. This indicates coordinated control of the position through investment-manager structures.
Key dependencies include the issuer's outstanding share count (28,750,000) used to calculate the 5.6% figure and the funds' choices on exercising warrants; subsequent filings will show any change in percent ownership.
Filing aligns with Schedule 13G passive/beneficial ownership disclosure norms.
The statement identifies the reporting persons, their jurisdictions, and beneficial ownership totals, and includes warrant terms: 266,666 warrants per master fund, $11.50 exercise price, exercisable 30 days after completion of the initial business combination, expiring five years thereafter. Signatures include authorized officers and the named principals.
Material qualifiers: the ownership percent is calculated from the issuer's Form 10-Q share count; any change in outstanding shares or exercise of warrants would alter percent ownership and likely trigger further disclosure obligations.
Key Figures
Reported shares beneficially owned:1,600,000 sharesOutstanding shares used:28,750,000 sharesPercent of class:5.6%+5 more
8 metrics
Reported shares beneficially owned1,600,000 sharesTotal held by LMR master funds as of March 31, 2026
Outstanding shares used28,750,000 sharesIssuer's Class A Ordinary Shares outstanding as of March 31, 2026
Percent of class5.6%LMR aggregate ownership as of March 31, 2026
Per-fund share holdings800,000 sharesHeld by each of LMR Master Fund and LMR CCSA Master Fund
Warrants per fund266,666 warrantsWarrants held by each master fund
Warrant exercise price$11.50Exercise price per Class A Ordinary Share
Warrant exercisability30 days after initial business combinationWarrants become exercisable after the issuer completes its initial business combination
Warrant expiry5 years after initial business combinationWarrants expire five years after the issuer's initial business combination
Key Terms
Schedule 13G, beneficially owned, warrants, shared dispositive power
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.
beneficially ownedregulatory
"The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
warrantsfinancial
"each of LMR Master Fund and LMR CCSA Master Fund also directly holds warrants to purchase 266,666 Class A Ordinary Shares"
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.
shared dispositive powerregulatory
"each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,600,000 Class A Ordinary Shares"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does LMR report in Bleichroeder Acquisition Corp II (BBCQ)?
LMR reports beneficial ownership of 1,600,000 Class A shares, representing 5.6% of the class as of March 31, 2026. The shares are held by two master funds, each holding 800,000 shares, per the disclosure.
Do the LMR funds hold warrants in BBCQ and what are their terms?
Yes. Each master fund holds 266,666 warrants exercisable at $11.50 per share. They become exercisable 30 days after the issuer's initial business combination and expire five years after that event.
How was the 5.6% ownership percentage calculated?
The percentage uses 28,750,000 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the issuer's Form 10-Q. The 1,600,000 shares divided by that outstanding figure yields 5.6%.
Who are the named reporting persons for this Schedule 13G?
The filing lists the LMR Investment Managers: LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited, and LMR Partners (Ireland) Limited, plus principals Ben Levine and Stefan Renold as control persons.
Does this filing indicate voting or dispositive power over the shares?
Yes. As of March 31, 2026, the reporting persons state they have shared voting power and shared dispositive power over 1,600,000 Class A Ordinary Shares, and no sole voting or sole dispositive power.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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)
03/31/2026
(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
LMR Partners LLP
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
LMR PARTNERS 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
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
LMR Partners 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
LMR Partners AG
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
LMR PARTNERS (DIFC) 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
UNITED ARAB EMIRATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
LMR Partners (Ireland) Limited
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
IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
CO, IA
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
Ben Levine
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 KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G1170E104
1
Names of Reporting Persons
Stefan Renold
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
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,600,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,600,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,600,000.00
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)
5.6 %
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, Fl 47, New York, New York, 10105
Item 2.
(a)
Name of person filing:
This statement is filed by: (i) LMR Partners LLP, LMR Partners Limited, LMR Partners LLC, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited (collectively, the "LMR Investment Managers"), which serve as the investment managers to certain funds with respect to the shares of Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), held by certain funds; and (ii) Ben Levine and Stefan Renold, who are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect to the securities held by certain funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.
(c)
Citizenship:
LMR Partners LLP is a United Kingdom limited liability partnership. LMR Partners Limited is a Hong Kong corporation. LMR Partners LLC is a Delaware limited liability company. LMR Partners AG is a Swiss corporation. LMR Partners (DIFC) Limited is a United Arab Emirates corporation. LMR Partners (Ireland) Limited is a limited company incorporated in Ireland. Ben Levine is a citizen of the United Kingdom. Stefan Renold is a citizen of Switzerland.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
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).
Investment Adviser
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
As of March 31, 2026:
The Class A Ordinary Shares beneficially owned by the Reporting Persons are directly held by LMR Multi-Strategy Master Fund Limited ("LMR Master Fund") and LMR CCSA Master Fund Ltd ("LMR CCSA Master Fund"). Each of LMR Master Fund and LMR CCSA Master Fund directly holds 800,000 Class A Ordinary Shares, with a total of 1,600,000 Class A Ordinary Shares in the aggregate (the "LMR Shares").
In addition to the LMR Shares, each of LMR Master Fund and LMR CCSA Master Fund also directly holds warrants to purchase 266,666 Class A Ordinary Shares ("Warrants"). The Warrants have an exercise price of $11.50 per Class A Ordinary Share and are exercisable 30 days after the completion of the Issuer's initial business combination, and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation.
(b)
Percent of class:
As of March 31, 2026:
The Class A Ordinary Shares held by each of LMR Master Fund and LMR CCSA Master Fund represent approximately 2.8% and the LMR Shares in the aggregate represent approximately 5.6% of the outstanding Class A Ordinary Shares, based on 28,750,000 Class A Ordinary Shares of the Issuer outstanding as of March 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 7, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had sole power to vote or direct the vote of 0 Class A Ordinary Shares.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, each of the Reporting Persons had shared power to vote or direct the vote of 1,600,000 Class A Ordinary Shares.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had sole power to dispose or to direct the disposition of 0 Class A Ordinary Shares.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, each of the Reporting Persons had shared power to dispose or to direct the disposition of 1,600,000 Class A Ordinary Shares.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
The securities beneficially owned by the Reporting Persons are directly held by LMR Master Fund and LMR CCSA Master Fund, for which the LMR Investment Managers serve as the investment managers.
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.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to LMR Partners LLP, LMR Partners Limited, LMR Partners AG, LMR Partners (DIFC) Limited and LMR Partners (Ireland) Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
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.
