BBCQ 8-K
Bleichroeder Acquisition Corp. II (BBCQ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 10, 2026, the Board of Directors (the “Board”) of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), appointed each of Philippe Nyssen and Clemence Rasigni as a director, effective immediately. Each of Mr. Nyssen and Ms. Rasigni qualifies as an independent director. Mr. Nyssen has been appointed to serve as the member of the audit committee of the Board.
Philippe Nyssen, age 37, has been serving as the Co-Manager at IronPine Sarl, an independent sponsor and advisory services provider focused on mergers & acquisitions since April 2022. Prior to this, from June 2014 to April 2025, Mr. Nyssen served various roles at Sofina, a global investment firm focused on growth, venture, and fund investments, most recently as Head of Consumer from July 2021 to March 2025. In that role, he led origination, diligence, structuring and execution across venture and growth transactions, and served as Board Director of Dott from March 2021 to January 2025 and SellerX from December 2021 to March 2025, where he worked on sponsor-side M&A including debt refinancing, capital structure optimization and operational value-creation initiatives. Mr. Nyssen started his career as an Associate at PwC Luxembourg from September 2012 to May 2014. Mr. Nyssen holds an M.B.A from The Wharton School, University of Pennsylvania, where he was a Palmer Scholar and recipient of the Frank E. Destribats Endowed Fellowship and holds a M.S. in Business Engineering from Solvay Brussels School of Economics and Management and a B.S. in Business Engineering from HEC-ULg Management School.
Clemence Rasigni, age 52, has over two decades of expertise in capital markets. Ms. Rasigni has been serving as a capital market advisor across structured debt and equity for public and private companies since March 2022. From January 2000 to March 2022, Ms. Clemence worked in equity capital markets at Merrill Lynch (now part of Bank of America) and most recently served as a Senior Managing Director within the equity capital markets group from January 2009 to March 2022, overseeing origination and execution for equity-linked products across all sectors, with a dedicated focus on the technology, healthcare and retail/consumer space. Ms. Clemence has advised numerous boards and C-suite executives from large public corporations on optimal capital structure, strategic financings and impactful investor outreach. Ms. Clemence holds master’s degrees from Ecole Polytechnique and Ecole des Ponts et Chaussées.
There are no family relationships between Mr. Nyssen or Ms. Rasigni and any director, executive officer, or person nominated or chosen by the Company to become an executive officer of the Company. There are no transactions between the Company and Mr. Nyssen or Ms. Rasigni that are subject to disclosure under Item 404(a) of Regulation S-K.
In connection with the appointment, the Company and each of Mr. Nyssen and Ms. Rasigni entered into a joinder to a letter agreement, as well as an indemnification agreement, which are substantially similar to the letter agreement and indemnification agreements, respectively, entered into by the current officers and directors of the Company.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BLEICHROEDER ACQUISITION CORP. II | |||
| Date: February 11, 2026 | By: | /s/ Robert Folino | |
| Name: | Robert Folino | ||
| Title: | Chief Financial Officer | ||
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