UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Registrant's telephone number, including area code: 212-984-3835 Securities registered pursuant to Section 12(b) of the Act: | | | Name of each exchange on | | --- | --- | --- | | Title of each ...

Company Overview - Bleichroeder Acquisition Corp. II is a blank check company formed to effect mergers, amalgamations, share exchanges, asset acquisitions, share purchases, reorganizations, or similar business combinations with one or more businesses [2] - The company may pursue acquisition opportunities across any industry, sector, or geographic region, with a primary focus on North American and European businesses in disruptive growth sectors, particularly those transformed by technology adoption [2] Trading Information - Starting January 28, 2026, holders of units sold in the initial public offering can separately trade the Company's Class A ordinary shares and warrants included in the units [1] - The Class A ordinary shares and warrants will trade on the Nasdaq Global Market under the symbols "BBCQ" and "BBCQW," respectively, while units that are not separated will continue to trade under the symbol "BBCQU" [1]

Company Overview - Bleichroeder Acquisition Corp. II has successfully closed its initial public offering (IPO) of 28,750,000 units, generating gross proceeds of $287,500,000 at a price of $10.00 per unit [1][3] - The company is a blank check entity aimed at pursuing mergers, amalgamations, share exchanges, asset acquisitions, or similar business combinations, primarily focusing on North American and European businesses in disruptive growth sectors [4] IPO Details - The units began trading on January 8, 2026, on the Nasdaq Global Market under the ticker symbol "BBCQU," with each unit comprising one Class A ordinary share and one-third of a redeemable warrant [2] - Each whole warrant allows the holder to purchase one Class A ordinary share at a price of $11.50 per share, with separate trading expected for the Class A ordinary shares and warrants under the symbols "BBCQ" and "BBCQW," respectively [2] Management and Structure - The management team includes Co-Founders Michel Combes and Andrew Gundlach, along with CFO Robert Folino and COO Marcello Padula, supported by board members Kathy Savitt and Antoine Theysset [4] - Cohen & Company Capital Markets served as the Lead Book-Running Manager, while Clear Street acted as Co-Manager for the offering [5]

Company Overview - Bleichroeder Acquisition Corp. II is a blank check company formed to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [2] - The company will primarily focus on acquisition opportunities in North American and European businesses within disruptive growth sectors, particularly those transformed by technology adoption [2] Initial Public Offering (IPO) Details - The company announced the pricing of its initial public offering of 25,000,000 units, expected to begin trading on Nasdaq under the ticker symbol "BBCQU" on January 8, 2026 [1] - Each unit consists of one Class A ordinary share and one-third of one redeemable warrant, with each whole warrant allowing the purchase of one Class A ordinary share at a price of $11.50 per share [1] - The offering is expected to close on January 9, 2026, subject to customary closing conditions, and underwriters have a 45-day option to purchase an additional 3,750,000 units to cover over-allotments [1] Management Team - The management team is led by Co-Founders Michel Combes and Andrew Gundlach, along with Chief Financial Officer Robert Folino and Chief Operating Officer Marcello Padula [2] - The Board includes Kathy Savitt and Antoine Theysset [2] Offering Management - Cohen & Company Capital Markets and Clear Street are acting as co-managers for the offering [3]

As filed with the U.S. Securities and Exchange Commission on December 23, 2025. Registration No. 333-290897 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ AMENDMENT NO. 1 | Cayman Islands | 6770 | 98-1888010 | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | | incorporation or organization) | Classification Code Number) | Identification Number) | 1345 Avenue of the Americas, Fl 47 New York, ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ Bleichroeder Acquisition Corp. II (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ___________________________________ Andrew Gundlac ...