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• Identifying and Acquiring a Target Business: Its primary service is to identify and complete a business combination with an operating company.

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Bleichroeder Acquisition II (symbol: BBCQ) is a Special Purpose Acquisition Company (SPAC). As a SPAC, it is a shell company formed for the purpose of raising capital through an initial public offering (IPO) to acquire or merge with an existing private company.

Therefore, Bleichroeder Acquisition II does not have major customers in the traditional sense of selling products or services to other companies or individuals. It does not generate revenue from sales of goods or services. Its primary activity is identifying and completing a business combination with a target company.

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• B. Riley Financial, Inc. (RILY)
• William Blair & Company, L.L.C.
• Skadden, Arps, Slate, Meagher & Flom LLP
• Marcum LLP
• Continental Stock Transfer & Trust Company

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Andrew Gundlach, CEO and Chairman

Andrew Gundlach serves as the Co-Chief Executive Officer of Bleichroeder, an investment advisory firm, and as the head of Goldiron, another registered investment advisor. He has been with Bleichroeder and its predecessor firms since 2006 and previously co-founded Artemis Advisors LLC in 1999. Mr. Gundlach initiated the 2015 transaction leading to Blackstone's acquisition of First Eagle Holdings, which was subsequently demerged to form Bleichroeder. He also served on the board of Materia, Inc. until its acquisition by ExxonMobil in 2021 and was CEO of the previous SPAC, Bleichroeder Acquisition Corp. (BACQ).

Robert Folino, CFO

Robert Folino is the Chief Operating Officer and Head of Trading at Bleichroeder, a position he has held since 2019. He joined Bleichroeder as a trader in 2018 and played a role in establishing the firm alongside Mr. Gundlach. Mr. Folino is responsible for overseeing all accounting, tax, and financial operations. Prior to Bleichroeder, he spent 22 years at First Eagle Investment Management, beginning his career at its predecessor firm, Arnhold and S. Bleichroeder.

Michel Combes, Co-Founder

Michel Combes brings extensive investment and operational expertise, having served as CEO and CFO for several major technology and telecommunications companies. He was most recently the CEO of SoftBank Group International until 2022. His past leadership roles include CEO and CFO of Sprint Corporation, where he managed the company's acquisition by T-Mobile, CEO of Altice N.V., and CEO of Alcatel-Lucent, leading its €16 billion merger with Nokia. Mr. Combes also served as CEO of Vodafone Europe and CFO of France Telecom. He has served on the boards of various companies, including SoftBank portfolio entities, and currently sits on the Boards of Directors for F5 Networks, Phillip Morris International, and Etisalat.

Marcello Padula, COO

Marcello Padula serves as the Chief Operating Officer for Bleichroeder Acquisition Corp. II. He was previously involved with Bleichroeder Acquisition Corp. I, where he resigned as Chief Financial Officer.

Kathy Savitt, Director

Kathy Savitt possesses extensive senior executive operating and board experience across various industries. She previously held the positions of President and Chief Business Officer at Boom Supersonic from 2020 to 2024, and Chief Marketing and Media Officer at Yahoo from 2012 to 2015. Her career also includes senior marketing roles at Amazon and American Eagle Outfitters. Ms. Savitt founded and served as CEO of Lockerz, and was a Co-Founder and President at MWW/Savitt. Her board experience includes serving as Chairperson for Volta Charging until its sale in 2023, and as a board member for Alaska Airlines and Build-A-Bear Workshop.

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The public company Bleichroeder Acquisition II (symbol: BBCQ) is a Special Purpose Acquisition Company (SPAC), and its key risks are primarily associated with the inherent nature of SPACs and the process of completing a business combination.

1. Failure to Complete a Business Combination: As a SPAC, Bleichroeder Acquisition II has a limited timeframe, typically two years from its IPO, to identify and complete a merger or acquisition with a target company. If the company fails to consummate a business combination within this period, it is generally required to liquidate and return the funds held in trust to its public shareholders. This risk represents a potential loss of investment opportunity for shareholders, even though the initial capital is usually protected in a trust account.
2. Valuation Challenges and Poor Post-Merger Performance: Bleichroeder Acquisition II aims to target companies in disruptive growth sectors, which can present significant valuation challenges. Historically, many SPACs have experienced poor stock performance following their merger announcements, with some studies indicating negative mean returns over several months post-combination. This suggests a risk that the acquired business may not perform as expected, leading to a decline in shareholder value.
3. Shareholder Dilution and Conflicts of Interest from Sponsor Incentives: The sponsors of SPACs, including Bleichroeder Acquisition II, acquire "founder shares" at a nominal cost. This arrangement can lead to substantial dilution for public shareholders upon the completion of an initial business combination. Furthermore, the structure incentivizes sponsors to complete a deal to realize their investment, even if the business combination ultimately results in a material decline in the trading price of the shares, potentially creating a conflict of interest with public shareholders.

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• **Deteriorating market conditions and negative investor sentiment towards SPACs:** The broader market has experienced a significant downturn in enthusiasm for de-SPAC transactions. Post-merger performance of many SPACs has been poor, leading to high shareholder redemption rates, difficulty raising PIPE (Private Investment in Public Equity) financing, and overall skepticism from institutional and retail investors. This directly threatens Bleichroeder Acquisition II's ability to successfully complete a business combination and retain sufficient capital.
• **Intensified competition for suitable acquisition targets:** Despite the overall cooling of the SPAC market, there is still substantial capital (from other SPACs, private equity, and strategic buyers) competing for a limited pool of high-quality, growth-oriented private companies. This competition drives up valuations, making it more challenging for Bleichroeder Acquisition II to identify and secure an attractive target at a favorable valuation that will be well-received by its shareholders and the broader market, especially given its extended timeline (to June 2024).
• **Increased regulatory scrutiny of SPACs:** The U.S. Securities and Exchange Commission (SEC) has proposed and implemented new rules and guidance aimed at increasing oversight and liability for SPACs. This evolving regulatory environment could introduce additional complexities, costs, and risks for Bleichroeder Acquisition II in identifying a target, negotiating a deal, and completing the merger, potentially deterring potential target companies or increasing the time and resources required.

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• Successful Completion of a Business Combination: The primary driver of any future revenue for BBCQ is its ability to identify and merge with a suitable operating company. Without a successful acquisition within its specified timeframe, BBCQ will not generate operational revenue.
• Targeting High-Growth, Disruptive Sectors: Bleichroeder Acquisition II intends to focus its acquisition efforts on North American and European businesses in "disruptive growth sectors" that are undergoing technology-driven transformation. These sectors include areas such as digital infrastructure, companies adopting artificial intelligence (AI), digital-trust technology, cloud computing, robotics, and software development. A successful acquisition in one of these high-growth areas would directly drive the combined entity's revenue.
• Leveraging Management Team's Expertise: The management team, led by Co-Founders Michel Combes and Andrew Gundlach, brings operational and investment expertise to identify attractive targets. Their ability to select and integrate a business with strong growth prospects is a crucial driver for future revenue.
• Capital Deployment for Acquired Company's Growth Initiatives: With $287.5 million raised in its IPO, Bleichroeder Acquisition II possesses substantial capital earmarked for acquisitions. This capital, once deployed into a target company, can fuel that company's growth initiatives such as product development, market expansion, or increased sales and marketing efforts, thereby driving revenue for the combined entity.

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Share Issuance

• Bleichroeder Acquisition II completed its Initial Public Offering (IPO) on January 9, 2026, raising gross proceeds of $287.5 million.
• The IPO involved the sale of 28,750,000 units at $10.00 per unit, which included the full exercise of the underwriters' over-allotment option.
• Each unit consists of one Class A ordinary share and one-third of one redeemable warrant.

Inbound Investments

• A simultaneous private placement of warrants occurred alongside the IPO, with Bleichroeder Sponsor 1 LLC committing to purchase 2,000,000 warrants for a total of $2,000,000.