[SCHEDULE 13G] Envoy Medical, Inc. Passive Investment Disclosure (>5%)
[SCHEDULE 13G] Envoy Medical, Inc. Passive Investment Disclosure (>5%)
Envoy Medical ownership disclosure: Bleichroeder and related filers report beneficial ownership of 7,839,000 shares of Class A common stock, equal to 9.99% of the class.
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Envoy Medical ownership disclosure: Bleichroeder and related filers report beneficial ownership of 7,839,000 shares of Class A common stock, equal to 9.99% of the class. The holding comprises 6,250,000 owned shares and 1,589,000 shares issuable upon exercise of warrants, with warrant exercises subject to a 9.99% Beneficial Ownership Limitation.
The filing states that without the 9.99% limit the filer would be deemed beneficial owner of 16,250,000 shares (including 10,000,000 warrants), or approximately 18.7% of outstanding common stock. Reporting persons are Bleichroeder LP, Bleichroeder Holdings LLC and Andrew Gundlach.
Key Figures
Reported beneficial ownership:7,839,000 sharesReported ownership percentage:9.99%Owned shares:6,250,000 shares+3 more
6 metrics
Reported beneficial ownership7,839,000 sharesClass A common shares, reported on Schedule 13G
Reported ownership percentage9.99%Percent of Class A common stock reported
Owned shares6,250,000 sharesIssued shares included in the 7,839,000 total
Warrants issuable (included)1,589,000 sharesShares issuable upon exercise of warrants counted in 7,839,000
Hypothetical shares without limit16,250,000 sharesWould include 10,000,000 warrants if no 9.99% limit applied
Aggregate warrants referenced10,000,000 warrantsAggregate warrants referenced in hypothetical ownership calculation
Key Terms
Beneficial Ownership Limitation, warrants issuable upon exercise, Schedule 13G
3 terms
Beneficial Ownership Limitationregulatory
"exercise of the warrants is subject to a Beneficial Ownership Limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
warrants issuable upon exercisefinancial
"1,589,000 shares of Common Stock issuable upon exercise of warrants"
Schedule 13Gregulatory
"Item 1. Name of issuer: ENVOY MEDICAL, INC."
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.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ENVOY MEDICAL, INC.
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
29415V109
(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):
29415V109
1
Names of Reporting Persons
Bleichroeder LP
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
7,839,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,839,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,839,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
29415V109
1
Names of Reporting Persons
Bleichroeder 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
7,839,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,839,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,839,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
29415V109
1
Names of Reporting Persons
Andrew Gundlach
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
7,839,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
7,839,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,839,000.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ENVOY MEDICAL, INC.
(b)
Address of issuer's principal executive offices:
4875 WHITE BEAR PARKWAY, WHITE BEAR LAKE, MN 55110
Item 2.
(a)
Name of person filing:
Bleichroeder Holdings LLC
Bleichroeder LP
Andrew Gundlach
(b)
Address or principal business office or, if none, residence:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105
(c)
Citizenship:
Bleichroeder Holdings LLC and Bleichroeder LP: Delaware, USA
Andrew Gundlach: United States
(d)
Title of class of securities:
Class A Common Shares
(e)
CUSIP Number(s):
29415V109
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:
See cover page.
(b)
Percent of class:
See cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See cover page.
(ii) Shared power to vote or to direct the vote:
See cover page.
(iii) Sole power to dispose or to direct the disposition of:
See cover page.
(iv) Shared power to dispose or to direct the disposition of:
See cover page.
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.
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 7,839,000 shares, or 9.99%, of the Class A common stock (the "Common Stock") of Envoy Medical Corporation (the "Issuer") reported by the Issuer as outstanding. The 7,839,000 shares include 6,250,000 shares of Common Stock and 1,589,000 shares of Common Stock issuable upon exercise of warrants. In accordance with the Warrant Agreement, exercise of the warrants is subject to a Beneficial Ownership Limitation (as defined in the agreement) of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise. Bleichroeder is the beneficial owner of Common Stock and warrants with a 9.99% limitation on the exercise of such warrants. If there were no 9.99% limitation on the exercise of such warrants, Bleichroeder would be deemed to be the beneficial owner of 16,250,000 shares of Common Stock, consisting of 6,250,000 shares of Common Stock and 10,000,000 shares of Common Stock issuable upon exercise of warrants, representing approximately 18.7% of the outstanding shares of Common Stock. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99.2
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.
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.
Bleichroeder LP
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Bleichroeder Holdings LLC
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Andrew Gundlach
Signature:
Andrew Gundlach
Name/Title:
President and CEO
Date:
05/14/2026
Exhibit Information
Exhibit 99.1 AGREEMENT OF THE REPORTING PERSONS
Exhibit 99.2 JOINT FILING AGREEMENT
