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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.
Bleichroeder Acquisition Corp. II investors led by Continental General Insurance Company report beneficial ownership of 2,000,000 Class A ordinary shares, equal to approximately 7.0% of the outstanding class. The ownership is held directly by Continental General Insurance Company, with Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski reported as indirect beneficial owners through their control relationships. The percentage is based on 28,750,000 Class A shares outstanding as of January 9, 2026. The filing notes an additional 666,666 shares underlying warrants that are excluded because they are not currently, and not expected to be, exercisable within 60 days. The reporting persons certify the securities are not held for the purpose of changing or influencing control of the company, other than activities solely in connection with a nomination under Rule 14a-11.
Millennium Management LLC and related entities report beneficial ownership of 1,500,000 Class A ordinary shares of Bleichroeder Acquisition Corp. II, representing 5.2% of the class. The filing covers Class A ordinary shares with a par value of $0.0001 per share.
Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report zero sole voting and dispositive power, and shared voting and dispositive power over 1,500,000 shares. The securities are held through entities subject to voting control and investment discretion by Millennium Management LLC and related managers, and the filers state this should not itself be construed as an admission of beneficial ownership.
The parties certify that the shares were not acquired and are not held for the purpose of changing or influencing control of Bleichroeder Acquisition Corp. II, consistent with a passive Schedule 13G filing.
Linden Advisors LP and related entities disclosed a new significant stake in Bleichroeder Acquisition Corp. II. As of January 9, 2026, Linden Advisors and its principal, Siu Min (Joe) Wong, may be deemed to beneficially own 1,500,000 Class A ordinary shares, representing approximately 5.2% of the outstanding shares. This includes 1,438,311 shares held by Linden Capital L.P. and 61,689 shares held in separately managed accounts.
Linden Capital and its general partner, Linden GP LLC, may each be deemed to beneficially own 1,438,311 shares, or about 5.0% of the class, with shared voting and dispositive power over those shares. The reporting parties certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.
Bleichroeder Acquisition Corp. II completed its initial public offering of 28,750,000 units at $10.00 per unit, including the full exercise of the underwriters’ over-allotment option, for gross proceeds of $287,500,000. Each unit includes one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant exercisable at $11.50 per share. The company also sold 7,750,000 private placement warrants at $1.00 per warrant to its sponsor and underwriters. A total of $287,500,000, including up to $12,250,000 of deferred underwriting discount, was deposited into a U.S.-based trust account, to be released only upon a business combination or specified redemption events within 24 months of the IPO closing. Two new independent directors, Antoine Theysset and Kathy Savitt, joined the board and its audit and compensation committees, and the company’s amended and restated memorandum and articles of association became effective in connection with the IPO.
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.
Bleichroeder Acquisition Corp. II Chief Financial Officer Robert Folino filed an initial insider ownership report (Form 3). The filing states that he is an officer of the company and confirms that, as of the event date of 01/07/2026, he beneficially owns no securities of the company. This means he reported holding no shares or derivative securities of Bleichroeder Acquisition Corp. II at that time.
Bleichroeder Acquisition Corp. II filed an initial insider ownership report for Marcello J. Padula, who serves as Chief Operating Officer. The filing states that, as of the event date of January 7, 2026, Mr. Padula does not beneficially own any securities of the company. This Form 3 establishes his official insider status while confirming that he currently reports no direct or indirect holdings.
Bleichroeder Acquisition Corp. II director reports no holdings in initial filing. Katherine J. Savitt, a director of Bleichroeder Acquisition Corp. II, submitted an initial beneficial ownership report stating that she does not beneficially own any non-derivative or derivative securities of the company. This Form 3 establishes her starting ownership position as zero at the time she became a reporting insider.
Bleichroeder Acquisition Corp. II director Antoine Theysset filed an initial ownership report showing no securities owned. The Form 3 states that no securities of Bleichroeder Acquisition Corp. II are beneficially owned by the reporting person as of the event date of 01/07/2026. This filing establishes his insider status as a director while confirming that he reports no direct or indirect holdings in the company at this time.