Bleichroeder Acquisition Corp. II 8-K

What Happened

• Bleichroeder Acquisition Corp. II announced the closing of its initial public offering on January 9, 2026. The company sold 28,750,000 units at $10.00 per unit (including the full exercise of a 3,750,000‑unit over‑allotment), generating $287,500,000 in gross proceeds.
• Each unit consists of one Class A ordinary share and one‑third of a redeemable warrant (each whole warrant exercisable for one Class A share at $11.50). Simultaneously, the company completed a private sale of 7,750,000 warrants at $1.00 each to the sponsor and certain underwriters/managers.

Key Details

• IPO size: 28,750,000 units at $10.00 each; gross proceeds $287,500,000 (includes up to $12,250,000 of the underwriter’s deferred discount).
• Private placement: 7,750,000 warrants sold at $1.00 each (exempt from registration under Section 4(a)(2)).
• Trust account: $287,500,000 of proceeds placed in a U.S. trust maintained by Continental Stock Transfer & Trust Company; funds generally not released until (i) completion of an initial business combination, (ii) redemption if no combination within 24 months, or (iii) redemption in connection with certain shareholder votes. Interest may be released to pay taxes and winding‑up expenses.
• Governance and documents: On January 7, 2026 the company filed amended charter documents, appointed Antoine Theysset and Kathy Savitt to the board (Ms. Savitt chairs the Audit and Compensation Committees), and entered into underwriting, warrant, trust, registration‑rights, private placement, indemnity and related agreements.

Why It Matters

• The filing confirms Bleichroeder Acquisition Corp. II is a newly formed SPAC with substantial capital ($287.5M) held in trust to pursue an initial business combination. That trust structure protects public investors by restricting release of cash until the SPAC completes a deal or redeems shares under the stated timelines (24 months).
• The issuance of public and private warrants and the sponsor/private placements create potential future dilution for shareholders if warrants are exercised. Board appointments and indemnity agreements establish initial governance and legal protections for the company’s officers and directors.