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  4. [Form 3] Bleichroeder Acquisition Corp. II Initial Statement of Beneficial Ownership

Bleichroeder Acquisition Corp. II (BBCQU) insiders detail founder share holdings

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Bleichroeder Acquisition Corp. II insiders filed an initial statement of beneficial ownership showing control of Class B ordinary shares through sponsor entities. The filing reports derivative ownership of Class B ordinary shares that will automatically convert into Class A ordinary shares on a one-for-one basis at the time of the company's initial business combination or earlier at the holder's option.

The derivative position covers 9,583,333 Class A ordinary shares upon conversion, including up to 1,250,000 Class B shares that may be forfeited if the underwriters do not fully exercise their over-allotment option in the initial public offering. The shares are held by Bleichroeder Sponsor 2 LLC, with Bleichroeder Manager 2 LLC as managing member, and Michel Combes and Chief Executive Officer Andrew Gundlach may be deemed beneficial owners through their roles but each disclaims beneficial ownership beyond any pecuniary interest.

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Insider BLEICHROEDER SPONSOR 2 LLC, BLEICHROEDER MANAGER 2 LLC, Gundlach Andrew, Combes Michel
Role 10% Owner | 10% Owner | Chief Executive Officer | 10% Owner
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 9,583,333 shares (Direct)
Footnotes (1)
  1. As described in the registration statement on Form S-1 (File No. 333-290897) of Bleichroeder Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date. These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 2 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement. Bleichroeder Manager 2 LLC, or BM2, is the managing member of the Sponsor, and MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
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SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
BLEICHROEDER SPONSOR 2 LLC
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/07/2026 		3. Issuer Name and Ticker or Trading Symbol
Bleichroeder Acquisition Corp. II [ BBCQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares(1) (1) (1) Class A Ordinary Shares 9,583,333(2) (1) D(2)(3)
1. Name and Address of Reporting Person*
BLEICHROEDER SPONSOR 2 LLC
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BLEICHROEDER MANAGER 2 LLC
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gundlach Andrew
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Combes Michel
(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS, FL 47
(Street)
NEW YORK NY 10105
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. As described in the registration statement on Form S-1 (File No. 333-290897) of Bleichroeder Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 2 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement.
3. Bleichroeder Manager 2 LLC, or BM2, is the managing member of the Sponsor, and MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.
/s/ Michel Combes, Managing Member of MC Advisory L.L.C-FZ, the Managing Member of Bleichroeder Manager 2 LLC, the Managing Member of Bleichroeder Sponsor 2 LLC 01/07/2026
/s/ Michael Combes 01/07/2026
/s/ Andrew Gundlach, Managing Member of Bleichroeder Manager 2 LLC, the Managing Member of Bleichroeder Sponsor 2 LLC 01/07/2026
/s/ Andrew Gunlach 01/07/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider holdings does Bleichroeder Acquisition Corp. II (BBCQU) report on this Form 3?

The Form 3 reports beneficial ownership of derivative securities tied to Class B ordinary shares that are convertible into 9,583,333 Class A ordinary shares on a one-for-one basis in connection with Bleichroeder Acquisition Corp. II's initial business combination.

Who holds the reported Class B ordinary shares of Bleichroeder Acquisition Corp. II (BBCQU)?

The reported Class B ordinary shares are held by Bleichroeder Sponsor 2 LLC, acquired under a subscription agreement between Bleichroeder Acquisition Corp. II and the sponsor, with Bleichroeder Manager 2 LLC acting as the sponsor's managing member.

How many Bleichroeder Acquisition Corp. II (BBCQU) founder shares are subject to forfeiture?

The Class B ordinary shares include up to 1,250,000 shares that are subject to forfeiture if the underwriters of Bleichroeder Acquisition Corp. II's initial public offering do not exercise their over-allotment option in full.

How do the Class B shares of Bleichroeder Acquisition Corp. II (BBCQU) convert into Class A shares?

According to the description of founder shares, the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial business combination, or earlier at the holder's option, on a one-for-one basis, subject to certain adjustments.

What is the role of Andrew Gundlach and Michel Combes in the Bleichroeder Acquisition Corp. II (BBCQU) sponsor structure?

Andrew Gundlach, the Chief Executive Officer of Bleichroeder Acquisition Corp. II, and Michel Combes are managing members of Bleichroeder Manager 2 LLC and have voting and investment discretion over shares held by the sponsor; they may be deemed beneficial owners but each disclaims beneficial ownership beyond any pecuniary interest.

Does this Bleichroeder Acquisition Corp. II (BBCQU) Form 3 reflect new share purchases or just existing holdings?

The Form 3 is an initial statement of beneficial ownership and in this case reflects existing holdings of Class B ordinary shares through the sponsor entity rather than reporting a new purchase or sale transaction.