Bleichroeder (LIQT) discloses 33.7% stake, $550K short-term notes

Rhea-AI Filing Summary

Bleichroeder and affiliated reporting persons filed an amended Schedule 13D on LiqTech International, Inc., disclosing significant equity and credit exposure. They beneficially own 3,182,239 shares of common stock, representing 33.7% of the 9,947,841 shares outstanding as of May 12, 2026.

The reporting persons also hold warrants to acquire up to 6,832,379 additional shares, subject to a 9.99% beneficial ownership limitation after exercise. Without this limit, they would be deemed to beneficially own 10,014,618 shares, or 61.5% of the outstanding stock. On May 22, 2026, funds they manage purchased 9.09% original discount promissory notes with an aggregate principal amount of $550,000, maturing in two months and initially bearing no interest.

If the notes are not repaid at maturity, they will accrue interest starting at 10% per annum, increasing by 1% each month unpaid, up to 16%, payable monthly. Proceeds are designated for working capital and general corporate purposes, and the reporting persons state they have sole voting and dispositive power over their 3,182,239 shares.

Insights

Equity ownership and credit analyst

Filing shows a concentrated 33.7% equity stake plus short-term credit support through $550,000 notes.

The reporting persons control 3,182,239 LiqTech shares, or 33.7% of the company, and hold warrants for up to 6,832,379 additional shares, capped by a 9.99% beneficial ownership limitation. This creates meaningful potential influence without immediately crossing majority thresholds.

The new 2026 Notes provide $550,000 of short-term funding on a two-month term, initially interest-free but stepping from 10% to 16% annually if unpaid. This suggests near-term liquidity support on relatively high post-maturity rates, with impact depending on whether the issuer repays or allows the rate escalator to apply.

Key Figures

Beneficially owned shares: 3,182,239 shares Ownership percentage: 33.7% Shares outstanding: 9,947,841 shares +5 more

8 metrics

Beneficially owned shares 3,182,239 shares Shares of LiqTech common stock beneficially owned by reporting persons

Ownership percentage 33.7% Percent of LiqTech outstanding shares represented by 3,182,239 shares

Shares outstanding 9,947,841 shares LiqTech shares reported outstanding as of May 12, 2026

Warrants held 6,832,379 shares Maximum number of shares issuable upon exercise of warrants

Hypothetical total ownership 10,014,618 shares (61.5%) Deemed beneficial ownership without 9.99% warrant exercise cap

2026 Notes principal $550,000 Aggregate principal amount of 9.09% original discount promissory notes

Initial note interest rate 10% per annum Interest rate after maturity if 2026 Notes are not repaid

Interest rate cap 16% per annum Maximum stepped-up interest rate on unpaid 2026 Notes

Key Terms

Schedule 13D, original discount promissory notes, beneficial ownership limitation, dispositive power, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13D to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

original discount promissory notes financial

"purchased 9.09% original discount promissory notes (the "2026 Notes") in an aggregate principle amount of $550,000"

beneficial ownership limitation financial

"subject to a beneficial ownership limitation of 9.99% of the number of Shares outstanding"

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.

dispositive power financial

"Sole Dispositive Power 3,182,239.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Note Purchase Agreement financial

"pursuant to a note purchase agreement entered into by and among the Issuer, funds managed by the Reporting Person and another investor (the "Note Purchase Agreement")"

A note purchase agreement is a contract where an investor buys a company’s promissory note — essentially an IOU promising repayment with interest — instead of buying equity. It matters to investors because it defines the borrower’s repayment schedule, interest rate and legal protections, so it affects expected returns, risk of loss, and where the investor stands compared with shareholders or other creditors if the company runs into trouble.

beneficially own financial

"the Reporting Persons beneficially own 3,182,239 Shares, representing 33.7% of the outstanding Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 05/27/2026 - 04:32 PM Accepted by SEC EDGAR 05/27/2026 - 04:32 PM Learn about SEC filing dates

FAQ

What stake in LiqTech International (LIQT) do the reporting persons disclose?

The reporting persons beneficially own 3,182,239 LiqTech shares, equal to 33.7% of outstanding common stock. This percentage is based on 9,947,841 shares reported outstanding as of May 12, 2026 in LiqTech’s Form 10‑Q.

How many LiqTech (LIQT) warrants do the reporting persons hold?

They beneficially own warrants representing rights to acquire up to 6,832,379 LiqTech shares. Exercise is restricted by a 9.99% beneficial ownership limitation, which caps their post‑exercise ownership percentage at that level at any given time.

What is the potential LiqTech (LIQT) ownership without the 9.99% warrant cap?

Without the 9.99% beneficial ownership limit, the reporting persons would be deemed to beneficially own 10,014,618 shares, including 6,832,379 issuable from warrants. This would represent 61.5% of LiqTech’s outstanding common stock.

What financing did the reporting persons provide to LiqTech (LIQT) in May 2026?

On May 22, 2026, funds they manage purchased 9.09% original discount promissory notes with an aggregate principal amount of $550,000. These 2026 Notes have a two‑month term and proceeds are earmarked for working capital and general corporate purposes.

What are the interest terms on LiqTech’s (LIQT) 2026 Notes bought by the reporting persons?

The 2026 Notes bear no interest during the initial two‑month term. If unpaid at maturity, they accrue 10% interest per year, increasing by 1% each month unpaid, up to a maximum of 16% annually, with interest payable monthly thereafter.

Do the reporting persons control voting and dispositive power over their LiqTech (LIQT) shares?

Yes. The filing states the reporting persons have sole voting power and sole dispositive power over 3,182,239 LiqTech shares. They report no shared voting or shared dispositive power over these holdings.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

LiqTech International, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

53632A300

(CUSIP Number)

Bleichroeder LP
1345 Avenue of the Americas, 47 th Floor,
New York, NY, 10105
(212) 698-3101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/22/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 53632A300

1

Name of reporting person

Bleichroeder LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,182,239.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,182,239.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,182,239.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.7 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 53632A300

1

Name of reporting person

Bleichroeder Holdings LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,182,239.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,182,239.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,182,239.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.7 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

CUSIP Number(s): 53632A300

1

Name of reporting person

Andrew Gundlach

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,182,239.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,182,239.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,182,239.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

33.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 to Schedule 13D is hereby amended to include the following: On May 22, 2026, funds managed by the Reporting Persons purchased 9.09% original discount promissory notes (the "2026 Notes") in an aggregate principle amount of $550,000 pursuant to a note purchase agreement entered into by and among the Issuer, funds managed by the Reporting Person and another investor (the "Note Purchase Agreement"). The 2026 Notes have a term of two months and do not bear interest during this period. However, if the 2026 Notes are not repaid by the maturity date, the 2026 Notes will thereafter bear interest of 10% per annum, which will increase by 1% each month the 2026 Notes remain unpaid, up to a maximum of 16% per annum, payable monthly. Proceeds from the 2026 Notes shall be used for working capital and general corporate purposes. As of May 27, 2026, accounts and funds managed by the Reporting Persons hold 3,182,239 Shares, which were acquired pursuant to open market purchases and private purchases.
Item 4.	Purpose of Transaction
	Item 4 to Schedule 13D is hereby amended to include the following: The disclosure under Item 3 in this Amendment is incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date of this Schedule 13D, the Reporting Persons beneficially own 3,182,239 Shares, representing 33.7% of the outstanding Shares. The Reporting Persons also beneficially own warrants representing the right to acquire up to an aggregate of 6,832,379 Shares, however, the exercise of such warrants are subject to a beneficial ownership limitation of 9.99% of the number of Shares outstanding immediately after giving effect to the issuance of the Shares issuable upon exercise of such warrants. If there was no 9.99% limit on the exercise of the warrants, the Reporting Persons would be deemed to be the beneficial owners of 10,014,618 Shares (including 6,832,379 Shares that would be issuable upon exercise of the warrants held by the Reporting Persons), representing 61.5% of the outstanding Shares. The percentages used herein are based upon the 9,947,841 Shares reported to be outstanding as of May 12, 2026, by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 13, 2026.
(b)	The Reporting Persons have sole voting and dispositive power over 3,182,239 Shares.
(c)	Except as set forth in Item 3 and Item 4, the Reporting Persons have not effected any transaction in the Shares during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 to Schedule 13D is hereby amended to include the following: The disclosure under Item 3 and Item 4 in this Amendment is incorporated herein by reference. The summaries contain herein of the Note Purchase Agreement and the form of Note, as applicable, are not intended to be complete and are qualified in their entirety by reference to the full text of Note Purchase Agreement and the form of Note, as applicable, copies of which are filed as exhibits hereto and which are incorporated by reference herein. Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Item 7 to Schedule 13D is hereby amended to include the following: Exhibit 99.1: Introductory Statement Exhibit 99.2: Note Purchase Agreement, by and among the Issuer, 21 April Fund, Ltd., 21 April Fund, LP and Laurence W. Lytton, dated May 22, 2026 (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 26, 2026). Exhibit 99.3: Form of Note (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on May 26, 2026).

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:	Chairman and CEO
Date:	05/27/2026

Bleichroeder Holdings LLC

Signature:	Andrew Gundlach
Name/Title:	Chairman and CEO
Date:	05/27/2026

Andrew Gundlach

Signature:	Andrew Gundlach
Name/Title:	Chairman and CEO
Date:	05/27/2026