| Item 1. | |
| (a) | Name of issuer:
MDxHealth SA |
| (b) | Address of issuer's principal executive
offices:
CAP Business Center, Zone Industrielle des Hauts-Sarts, Herstal, C9 4040 |
| Item 2. | |
| (a) | Name of person filing:
Bleichroeder Holdings LLC
Bleichroeder LP
|
| (b) | Address or principal business office or, if
none, residence:
1345 Avenue of the Americas, 47th Floor
New York, NY 10105 |
| (c) | Citizenship:
Delaware, USA |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
58286E102 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) |  An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See cover page |
| (b) | Percent of class:
See cover page % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See cover page
|
| | (ii) Shared power to vote or to direct the
vote:
See cover page
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See cover page
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See cover page
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Bleichroeder LP ("Bleichroeder"), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of 8,378,333 shares, or 17.72%, of the common stock ("Common Stock") reported by the issuer as outstanding. 21 April Fund Ltd., a Cayman Islands company for which Bleichroeder acts as investment adviser, holds 4,014,216 of these 8,378,333 shares, which equates to 8.49% of Common Stock reported by the issuer as outstanding. Hill Family Alternative Investments, a separately managed account for which Bleichroeder acts as an investment adviser, holds 2,500,000 of these 8,378,333 shares, which equates to 5.29% of Common Stock believed to be outstanding. Clients of Bleichroeder have the right to receive and the ultimate power to direct the receipt of dividends from, or the proceeds of the sale of, such securities. |
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
See exhibit 99.1 |
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
