Bleichroeder Acquisition Corp. II SEC Filings

Bleichroeder Acquisition Corp. II (BBCQ) completed its business combination with Pasqal Holding SAS on August 27, 2026. Through a series of mergers, Bleichroeder reincorporated in France, combined with Pasqal, and the surviving entity was renamed Pasqal Holding SA (“New Pasqal”).

Immediately before the reincorporation, each Bleichroeder unit split into one Class A ordinary share and one-third of one redeemable warrant. At the merger effective time, each Bleichroeder ordinary share converted into one New Pasqal ordinary share, and each Bleichroeder warrant became a warrant to purchase one New Pasqal share at an exercise price of $11.50 per share. Pasqal shares were exchanged for New Pasqal shares based on an exchange ratio using a deemed value of $10.00 per New Pasqal share.

Bleichroeder requested Nasdaq delist its securities and plans to deregister them with the SEC, while New Pasqal shares and warrants are expected to begin trading on Nasdaq under the symbols “PSQL” and “PSQLW” on August 28, 2026. A prior registration rights agreement and the SPAC trust agreement were terminated, replaced by an amended and restated registration rights agreement and new lock-up agreements. A related press release states that approximately $360 million of cash is available at closing to support Pasqal’s quantum computing growth strategy.

Bleichroeder Acquisition Corp. II (BBCQ) reported that on August 25, 2026 it held an Extraordinary General Meeting to consider proposals related to its previously announced business combination with Pasqal Holding SAS. Shareholders approved several business-combination-related items, including the 2026 Restricted Stock Units Plan, 2026 Founder Share Subscription Warrants program, 2026 Stock Option Program and the related warrant delegation authority.

On the August 4, 2026 record date there were 38,333,333 ordinary shares outstanding, and 24,086,739 shares, or 62.83%, were present in person or by proxy, constituting a quorum. Director nominees received between roughly 20.5 million and 21.5 million votes in favor versus about 2.6–3.6 million against. Public shareholders holding 26,039,602 Class A ordinary shares validly elected to redeem their shares in connection with the closing of the business combination.

Bleichroeder Acquisition Corp. II (BBCQ) held an Extraordinary General Meeting on August 25, 2026, where shareholders approved proposals related to its previously announced business combination with Pasqal Holding SAS. Approvals included the 2026 Restricted Stock Units Plan, 2026 Founder Share Subscription Warrants program, 2026 Stock Option Program and a warrant delegation.

As of the August 4, 2026 record date, there were 38,333,333 ordinary shares outstanding, and 24,086,739 shares (62.83%) were represented at the meeting, constituting a quorum. Multiple proposals received over 21.4 million votes in favor, including the election of a slate of directors such as Dr. Wasiq Bokhari and Andrew Gundlach.

In connection with the meeting, public shareholders holding 26,039,602 Class A ordinary shares elected to redeem their shares upon consummation of the business combination. BBCQ’s units, Class A shares and warrants continue to trade on Nasdaq, with each whole warrant exercisable for one Class A share at an exercise price of $11.50 per share.

Bleichroeder Acquisition Corp. II (BBCQ) entered into an amended and restated advisory services agreement with MJP Advisory Group LLC on August 19, 2026, covering the Chief Executive Officer and Chief Operating Officer services provided by Marcello Padula. The Services continue until the earlier of an initial business combination or liquidation. MJP will receive a $18,000 monthly fee, plus a $1,850,000 Closing Fee if an initial business combination is completed, or a $600,000 Liquidation Fee if the company liquidates, in each case in addition to the monthly fees. None of these fees may be paid from the trust account funds held for public shareholders. If the agreement is terminated without cause, MJP remains entitled to up to six months of monthly fees and the applicable Closing or Liquidation Fee; for cause termination ends future fee obligations.

Bleichroeder Acquisition Corp. II (BBCQ) announced that it will hold an extraordinary general meeting of shareholders on August 25, 2026 to vote on the approval and adoption of its proposed business combination with Pasqal Holding SAS. Shareholders of record as of the close of business on August 5, 2026 are entitled to attend and vote.

The companies note that a joint Registration Statement, including a definitive proxy statement/prospectus, was declared effective by the SEC on August 5, 2026, and materials have been mailed to Bleichroeder shareholders as of August 4, 2026. The communication emphasizes extensive forward-looking statement and risk disclosures around completing the business combination, redemption levels, regulatory approvals, listing status and Pasqal’s emerging-technology business, and clarifies that this notice is not an offer or solicitation to buy or sell securities.

Bleichroeder Acquisition Corp. II (BBCQ) reported that it issued a joint communication with Pasqal Holding SAS reminding investors that Bleichroeder will hold an extraordinary general meeting of shareholders on August 25, 2026 to vote on approving and adopting their proposed business combination. Shareholders of record as of early August 2026 are eligible to vote. The companies note that the joint registration statement on Form F-4 covering the transaction was declared effective by the SEC on August 5, 2026. The business combination remains subject to shareholder approval and other customary closing conditions, and extensive forward‑looking statement and risk disclosures emphasize technology, regulatory, financing and execution risks associated with Pasqal’s quantum computing business and the de‑SPAC transaction.

Bleichroeder Acquisition Corp. II filed a supplement to its proxy statement/prospectus for the proposed business combination with Pasqal Holding SAS. The prospectus component covers 238,333,333 ordinary shares, 17,333,333 warrants and 17,333,333 ordinary shares issuable upon warrant exercise of Bleichroeder Acquisition France Merger Sub 2.

The supplement primarily replaces Annex B with the full Cayman and French plans of merger and restates Annex H-1 with corrected articles of association for the post-combination French entity. The plan details a cross‑border reincorporation in which Bleichroeder Acquisition Corp. II merges into Bleichroeder Acquisition France Merger Sub 2, with the French company surviving and assuming all assets and liabilities. Net assets of the SPAC of USD 274,649,522 are contributed in a reverse merger, and the surviving company’s authorized capital increases to EUR 235,549,545.29, divided into 38,333,333 shares. The exchange ratio is set at 1:1, one share of the French absorbing company for each SPAC share, subject to adjustments for SPAC share redemptions. The supplement states that no economic terms of the business combination or the New Pasqal articles are otherwise changed.

Bleichroeder Acquisition Corp. II (BBCQ) provides a supplement to its August 5, 2026 proxy statement/prospectus for the proposed business combination with a French merger subsidiary and Pasqal Holding SAS. The supplement mainly replaces Annex B with the full Cayman and French reincorporation plans of merger and updates Annex H‑1 with corrected articles of association for the post‑merger French entity, New Pasqal, without changing previously disclosed transaction terms.

The plan of merger describes BBCQ merging into its French subsidiary, which will survive as a French société anonyme effective on or after 27 August 2026, with universal succession to BBCQ’s assets and liabilities and BBCQ being struck off in Cayman. Immediately after the merger, the surviving company’s authorized share capital will be EUR 235,549,545.29, divided into 38,333,333 shares of about EUR 6.14 par value, based on an exchange ratio of one surviving‑company share for each of BBCQ’s 38,333,333 outstanding shares.

The merger treats BBCQ as the absorbed company and the French subsidiary as the absorbing company under French law, with USD 291,396,102 of assets and USD 16,746,580 of liabilities (including a USD 289,715,723 trust account) transferring at book value, yielding net assets of USD 274,649,522. The directors and shareholders of both entities have approved the plan, no director receives benefits from the merger, and each company states it has no secured creditors. Creditor opposition rights and the ability of directors to amend or terminate the plan before effectiveness are preserved.

Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of Class A ordinary shares of Bleichroeder Acquisition Corp. II. As of 30 June 2026, they beneficially own 2,016,339 shares, representing 7.01% of the class. The position consists of 1,179,280 ordinary shares and 837,059 shares issuable upon exercise of warrants. All 2,016,339 shares are subject to shared voting and shared dispositive power, with no sole voting or dispositive power reported. The ownership is held through Alyeska Master Fund, L.P., over which Alyeska Investment Group, L.P. exercises voting and investment control, and Anand Parekh may be deemed a beneficial owner but disclaims beneficial ownership.