Bleichroeder Acquisition Corp II-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Commission File Number: 001-42392 BLEICHROEDER ACQUISITION CORP. II(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 7, 2026, there were 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 9,583,333 Class B ordinaryshares, par value $0.0001 per share, of the registrant issued and outstanding. BLEICHROEDER ACQUISITION CORP. II FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial StatementsCondensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited)and December 31, 20251Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)2Condensed Consolidated Statement of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2026(Unaudited)3Condensed Consolidated Statement of Cash Flows or the Three Months Ended March 31, 2026 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk31Item 4. Controls and Procedures31Part II. Other InformationItem 1. LegalProceedings32Item 1A. Risk Factors32Item 2. Unregistered Sales of Equity Securities and Use of Proceeds32Item 3. DefaultsUpon Senior Securities32Item 4. MineSafety Disclosures32Item 5. Other Information32Item 6. Exhibits33Part III. Signatures34 PART I - FINANCIAL INFORMATION BLEICHROEDER ACQUISITION CORP. IICONDENSED CONSOLIDATED BALANCE SHEETS BLEICHROEDER ACQUISITION CORP. IICONDENSED CONSOLIDATED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) BLEICHROEDER ACQUISITION CORP. IICONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICITFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. BLEICHROEDER ACQUISITION CORP. IICONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) Cash Flows from Operating Activities:Net loss$(2,692,419)Adjustments to reconcile net loss to net cash used in operating activities:Interest earned on investments held in Trust Account(2,215,723)Changes in operating assets and liabilities:Prepaid expenses(230,487)Long-term prepaid insurance(114,375)Accrued expenses4,421,280Net cash used in operating activities(831,724)Cash Flows from Investing Activities:Investment of cash into Trust Account(287,500,000)Net cash used in investing activities(287,500,000)Cash Flows from Financing Activities:Proceeds from sale of Units, net of underwriting discounts paid282,500,000Proceeds from sale of Private Placements Warrants7,750,000Repayment of promissory note - related party(256,872)Payment of offering costs(330,390)Net cash used in financing activities289,662,738Net Change in Cash1,331,014Cash – Beginning of period—Cash – End of period$1,331,014Non-cash investing and financing activities:Deferred offering costs included in accrued offering costs$75,799Deferred offering costs paid by Sponsor through promissory note - related party$8,859Deferred underwriting fee payable$12,250,000The acc