Bleichroeder Acquisition II (NASDAQ: BBCQU) completes $287.5M IPO

Rhea-AI Filing Summary

Bleichroeder Acquisition Corp. II completed its initial public offering of 28,750,000 units, each made up of one Class A ordinary share and one-third of a redeemable warrant, at $10.00 per unit, for gross proceeds of $287,500,000. Each whole warrant allows the purchase of one Class A ordinary share at $11.50 per share. At the same time, the company sold 7,750,000 private placement warrants to its sponsor and underwriters at $1.00 per warrant, adding $7,750,000 of gross proceeds. A total of $287,500,000 from the IPO and private placement was deposited into a U.S.-based trust account. An audited balance sheet reflecting these transactions is provided as an exhibit.

Insights

Capital markets and SPAC structure analyst

SPAC completes IPO, funds moved into trust for future deal.

Bleichroeder Acquisition Corp. II has finalized its SPAC IPO by selling 28,750,000 units at $10.00 each, generating IPO gross proceeds of $287,500,000. Each unit bundles a Class A ordinary share with one-third of a warrant, and each whole warrant is exercisable at $11.50 for one share, defining the basic capital structure available to future investors.

Alongside the IPO, the company issued 7,750,000 private placement warrants at $1.00 each to the sponsor and underwriters, raising an additional $7,750,000. The filing states that $287,500,000, or $10.00 per unit, including the underwriter’s deferred discount of up to $12,250,000, has been placed into a U.S.-based trust account, which is typical for SPACs as capital earmarked for a future business combination.

An audited balance sheet as of January 9, 2026 is included as an exhibit to capture the post-offering financial position. Subsequent disclosures in future filings will outline any business combination targets, redemption activity, or warrant exercises that may change this capital structure.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): January 9, 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 8.01. Other Events.

On January 9, 2026, Bleichroeder Acquisition Corp. II (the “Company”) consummated its initial public offering (the “IPO”) of 28,750,000 units (the “Units”), including 3,750,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant of the Company (each whole warrant, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Warrants Purchase Agreement and the Underwriter Private Placement Warrants Purchase Agreement, the Company completed the private sale of an aggregate of 7,750,000 warrants (the “Private Placement Warrants”) to the Sponsor and Cohen & Company Capital Markets, as Lead Book-Running Manager and representative of the underwriters, and Clear Street LLC, as Co-Manager, at a price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,750,000.

A total of $287,500,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes the underwriter’s deferred discount of up to $12,250,000) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of January 9, 2025, reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Audited Balance Sheet as of January 9, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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
	By:	/s/ Andrew Gundlach
		Name:	Andrew Gundlach
		Title:	Chief Executive Officer, President and Chairman
Dated: January 15, 2026

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FAQ

What did Bleichroeder Acquisition Corp. II (BBCQU) announce in this 8-K?

The company reported that it consummated its initial public offering of 28,750,000 units, each consisting of one Class A ordinary share and one-third of a redeemable warrant, at $10.00 per unit, for $287,500,000 in gross proceeds.

What securities are included in each BBCQU unit from the IPO?

Each unit includes one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to buy one Class A ordinary share at an exercise price of $11.50 per share.

How much did Bleichroeder Acquisition Corp. II raise from private placement warrants?

The company completed a private sale of 7,750,000 Private Placement Warrants to its sponsor and the underwriters at $1.00 per warrant, generating $7,750,000 in gross proceeds.

How much money was deposited into the SPAC trust account for BBCQU?

A total of $287,500,000, or $10.00 per unit, made up of net IPO proceeds (including up to $12,250,000 of deferred underwriting discount) and proceeds from the Private Placement Warrants, was placed in a U.S.-based trust account.

What financial information did Bleichroeder Acquisition Corp. II file with this 8-K?

The company included as an exhibit an audited balance sheet as of January 9, 2026, reflecting the receipt of proceeds from the IPO and the private placement of warrants.

On which exchange and under what symbols are BBCQU securities listed?

The units trade on The Nasdaq Stock Market under the symbol BBCQU, the Class A ordinary shares under BBCQ, and the redeemable warrants under BBCQW.