SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*


LiqTech International, Inc.
(Name of Issuer)


Common Stock, $0.001 par value
(Title of Class of Securities)


53632A201
(CUSIP Number)


Bleichroeder LP
1345 Avenue of the Americas, 47 th Floor,
New York, NY, 10105
(212) 698-3101
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/26/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
53632A201


1 Name of reporting person

Bleichroeder LP
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

AF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 3,182,239.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 3,182,239.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

3,182,239.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

33.7 %
14 Type of Reporting Person (See Instructions)

IA



SCHEDULE 13D/A
CUSIP No.
53632A201


1 Name of reporting person

Bleichroeder Holdings LLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

AF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 3,182,239.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 3,182,239.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

3,182,239.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

33.7 %
14 Type of Reporting Person (See Instructions)

HC



SCHEDULE 13D/A
CUSIP No.
53632A201


1 Name of reporting person

Andrew Gundlach
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

AF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 3,182,239.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 3,182,239.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

3,182,239.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

33.7 %
14 Type of Reporting Person (See Instructions)

IN, HC




SCHEDULE 13D/A

Item 3.Source and Amount of Funds or Other Consideration
 
Item 3 to Schedule 13D is hereby amended to include the following: On March 26, 2025, the Issuer and funds managed by the Reporting Persons agreed to extend the maturity date of the Notes from January 1, 2026 to May 1, 2027 (the "2025 Extension"). In addition, the Notes were amended to, among other things, provide for the payment of interest commencing January 1, 2026 at a rate of 10% per annum, with the interest payable, at the election of the Issuer, in the form of cash or Common Stock. As consideration for the 2025 Extension, the Issuer agreed (x) to amend the warrants issued on June 22, 2022 to purchase an aggregate of 531,250 shares of Common Stock at an exercise price of $5.20 per share (the "2022 Warrants") to (i) reduce the exercise price to $2.00 per share and (ii) extend the expiration date from June 22, 2027 to December 31, 2029 and (y) that the resale registration rights set forth in the 2022 Registration Rights Agreement would be applicable to the Shares issuable upon conversion of the 2022 Warrants, as amended.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 99.1: Introductory Statement

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Bleichroeder LP
 Signature:Andrew Gundlach
 Name/Title:Andrew Gundlach, Chairman and CEO
 Date:03/28/2025
 
Bleichroeder Holdings LLC
 Signature:Andrew Gundlach
 Name/Title:Andrew Gundlach, Chairman and CEO
 Date:03/28/2025
 
Andrew Gundlach
 Signature:Andrew Gundlach
 Name/Title:Andrew Gundlach, Individual
 Date:03/28/2025

Exhibit 99.1

 

Introductory Statement

 

This Amendment No. 2 (this “Amendment”) amends the Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on November 19, 2024 and amended on March 21, 2025 (“Amendment No. 1” and collectively with this Amendment, the “Schedule 13D”), with respect to the Common Stock, $0.001 par value (the “Shares”), of LiqTech International, Inc., a Nevada corporation (the "Issuer"). Except as otherwise provided herein, each item of the Schedule 13D remains unchanged. Capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Schedule 13D.