[SCHEDULE 13G] Bleichroeder Acquisition Corp. II Passive Investment Disclosure (>5%)
Bleichroeder Acquisition holder reports 7% stake
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.
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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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How many Bleichroeder Acquisition Corp. II shares do the reporting persons for BBCQU beneficially own?
The reporting persons beneficially own 2,000,000 Class A ordinary shares of Bleichroeder Acquisition Corp. II, as stated in the ownership section.
What percentage of Bleichroeder Acquisition Corp. II (BBCQU) does 2,000,000 shares represent?
The 2,000,000 Class A shares represent approximately 7.0% of Bleichroeder Acquisition Corp. II’s outstanding Class A ordinary shares, based on 28,750,000 shares outstanding as of January 9, 2026.
Who are the reporting persons in this Schedule 13G for BBCQU?
The reporting persons are Continental General Insurance Company, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski, who may be deemed to share beneficial ownership of the same 2,000,000 shares.
Are any Bleichroeder Acquisition Corp. II warrants included in the beneficial ownership for BBCQU?
No. The filing states that 666,666 shares underlying certain warrants are excluded because they are not currently, and not expected to be, exercisable within 60 days of the filing date.
What does the filing say about control intentions of the BBCQU reporting holders?
The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Bleichroeder Acquisition Corp. II, other than activities solely in connection with a nomination under Rule 14a-11.
What type of filing is this for BBCQU and what class of securities is covered?
This is a Schedule 13G reporting beneficial ownership of Class A ordinary shares, par value $0.0001 per share, of Bleichroeder Acquisition Corp. II.
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)
G1170E120
(CUSIP Number)
01/08/2026
(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)
SCHEDULE 13G
CUSIP No.
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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
2,000,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,000,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000.00
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)
7.0 %
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 date hereof:
(i) CGIC directly beneficially owned 2,000,000 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 2,000,000 Shares beneficially owned by CGIC.
(iii) As the sole owner of CIG, CGH may be deemed to beneficially own the 2,000,000 Shares beneficially owned by CGIC.
(iv) As Manager of CGH, Mr. Gorzynski may be deemed to beneficially own the 2,000,000 Shares beneficially owned by CGIC.
(b)
Percent of class:
The following percentages are based on 28,750,000 Shares outstanding as of January 9, 2026, which is the total number of Shares outstanding after the consummation of the Issuer's initial public offering, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 9, 2026.
As of the date hereof:
(i) CGIC may be deemed to own approximately 7.0% of the outstanding Shares;
(ii) CIG may be deemed to beneficially own approximately 7.0% of the outstanding Shares;
(iii) CGH may be deemed to beneficially own approximately 7.0% of the outstanding Shares; and
(iv) Mr. Gorzynski may be deemed to beneficially own approximately 7.0% 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.
Not Applicable
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)(K), so indicate under Item 3(k) 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.
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:
01/14/2026
Continental Insurance Group, Ltd.
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski, Chairman & President
Date:
01/14/2026
Continental General Holdings LLC
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski, Manager
Date:
01/14/2026
Gorzynski Michael
Signature:
/s/ Michael Gorzynski
Name/Title:
Michael Gorzynski
Date:
01/14/2026
Exhibit Information
99.1 - Joint Filing Agreement, dated January 14, 2026.
