Bleichroeder Acquisition Corp. II Amends Advisory Agreement for CEO Services

What Happened

• Bleichroeder Acquisition Corp. II filed an 8‑K (Aug 21, 2026) announcing an Amended and Restated Advisory Services Agreement (A&R Agreement) with MJP Advisory Group LLC, an affiliate of Marcello Padula. Mr. Padula, who was appointed Chief Executive Officer effective April 29, 2026 (and is also Chief Operating Officer), will provide CEO and COO services for the Company in connection with its proposed business combination until the earlier of closing or liquidation. The Board approved the A&R Agreement on August 19, 2026.

Key Details

• Monthly fee: $18,000 to MJP.
• One‑time Closing Fee: $1,850,000 payable at closing of the initial business combination; Liquidation Fee: $600,000 if the company liquidates (in addition to monthly fees).
• Fees and other amounts under the A&R Agreement may not be paid from the Company’s trust account for public shareholders.
• Termination: the Company may not terminate the A&R Agreement unless a majority of the Board approves. If terminated without cause, the Company must continue monthly payments for up to six months (or until a business combination closes) and pay the Closing or Liquidation Fee as applicable; if terminated for cause, fee obligations cease except for amounts owed through the termination date.
• The filing states there are no related arrangements or family relationships that would require disclosure under Item 404(a) of Regulation S‑K.

Why It Matters

• This agreement creates contractual cash obligations tied to the CEO/COO role that could affect the company’s operating cash needs (not funded from the SPAC trust). The $1.85M closing fee plus ongoing monthly fees are material amounts relative to a pre‑merger SPAC’s operating budget.
• The termination provisions and Board approval requirement limit the company’s flexibility to end the arrangement without incurring payments, which investors should consider when assessing management costs and incentives ahead of a proposed business combination.