Bleichroeder Acquisition Corp. II

Filing Date

Jan 7, 2026

Transaction Date

Jan 7, 2026

Accession Number

0001213900-26-002299

Form Type

3

Footnotes

1. (F1)As described in the registration statement on Form S-1 (File No. 333-290897) of Bleichroeder Acquisition Corp. II (the "Issuer") under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
2. (F2)These shares represent the Class B ordinary shares held by Bleichroeder Sponsor 2 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 1,250,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise their over-allotment option in full as described in the Issuer's registration statement.
3. (F3)Bleichroeder Manager 2 LLC, or BM2, is the managing member of the Sponsor, and MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of the Issuer's Co-Founders, is the manager), as well as Andrew Gundlach, the Chief Executive Officer of the Issuer, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. As such, each of Mr. Combes and Mr. Gundlach may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Each of Mr. Combes and Mr. Gundlach disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.