Bleichroeder Acquisition Corp II SEC Filings

Bleichroeder Acquisition Corp. II furnishes an investor presentation on its proposed business combination with Pasqal, a French neutral‑atom quantum computing company. Pasqal reports €16.5M in 2025 commercial revenue and more than €66M in booked and awarded business, including grants, as of March 2026.

Pasqal operates 10 quantum processing units, with 7 installed and 3 in production, and highlights over $550M of capital raised to date, including $250M of committed convertible financing. The transaction values Pasqal at a pre‑money equity value of about $2.0B and implies a pro forma equity value of $2.6437B and enterprise value of $1.9985B at a $10.00 share price.

Assuming no redemptions, the deal structure points to $645.2M of cash to the combined company’s balance sheet from SPAC trust, existing cash and convertible financing, and an illustrative ownership mix of 76% for existing Pasqal shareholders, 11% for Bleichroeder shareholders, 10% for convertible investors and 3% for the Bleichroeder sponsor.

Bleichroeder Acquisition Corp. entered into Amendment No. 2 to its Agreement and Plan of Merger with Pasqal on June 25, 2026, revising the post-closing board composition and modifying the equity incentive plan for the surviving company. The Surviving Corporation's initial board will have nine directors, with five being French or European citizens and non-U.S. residents, and six directors to be designated jointly by Parent and Pasqal prior to Closing. Amendment No. 2 also removes a provision that would have granted the CEO and the chairman of Pasqal’s supervisory board awards of up to 1% of the Surviving Corporation's shares in addition to the 10% LTIP pool. The Agreement, as amended, remains subject to the conditions and approvals described in the parties' transaction documents and the jointly filed Form F-4.

Bleichroeder Acquisition France Merger Sub 2 filed an amendment to its Form F-4 and a preliminary proxy/prospectus to effect a business combination that will (i) reincorporate Bleichroeder into a French merger subsidiary and (ii) merge Legacy Pasqal into the surviving company to form New Pasqal. The proposal contemplates an Exchange Ratio of 23.04, based on a disclosed $2,000,000,000 pre-transaction equity valuation and an assumed Bleichroeder share value of $10 per share. Financing sources cited include funds from the trust account, the March 2026 Financing under a SPA (subscription for $312.5 million principal amount of senior unsecured convertible bonds and accompanying warrants for an aggregate $250.0 million subscription price), and other transaction financings; a minimum of $150,000,000 of access to funds is a closing condition. Pro forma ownership percentages are shown as approximately 75.7% to Legacy Pasqal shareholders, 10.9% to public shareholders, 9.9% to the Investors, and 3.6% to the Sponsor (assuming no redemptions). The proposal also seeks shareholder approval for governance documents, an equity incentive plan reserving up to 10% of post-closing shares, issuance of convertible bonds and warrants, and director elections. All actions are described as subject to the listed closing conditions and approval at an extraordinary general meeting.

Bleichroeder Acquisition Corp. II filed an amendment to its merger agreement with Pasqal Holding SAS, adjusting governance and incentive terms for the company that will exist after their business combination. The Surviving Corporation’s initial board will have nine directors, including five French or European citizens who are non-U.S. residents.

Six directors will be jointly designated by Bleichroeder and Pasqal before closing and must be mutually acceptable, with the remaining directors selected under the merger agreement and required to be independent under Nasdaq rules and applicable law. The amendment also removes a provision that would have granted the Pasqal chief executive officer and the chairman of its supervisory board additional equity awards of up to one percent of post-closing fully diluted shares, leaving the long-term incentive plan to cover ten percent of such shares overall.

Bleichroeder Acquisition Corp. II Schedule 13G shows Merus Global Investments, LLC beneficially owns 1,510,876 shares of the issuer's Class A ordinary shares, representing 5.3% of the class. The filing ties that percentage to May 26, 2026, based on 28,750,000 shares outstanding reported in the issuer's Form F-4. The filing lists sole voting and sole dispositive power over the 1,510,876 shares and is signed by the filer’s General Counsel.

Bleichroeder Acquisition Corp. amended its agreement to acquire Pasqal Holding SAS and revised related financing arrangements. The registrant assigned Parent Merger Sub’s rights and obligations to a new French merger subsidiary and executed a related amendment that increases a Securities Purchase Agreement subscription by $50.0 million to $250.0 million.

The company furnished an investor presentation and issued a press release announcing the filing of a Form F-4 in connection with the business combination; a definitive proxy/prospectus will be mailed after the registration statement is declared effective.

Bleichroeder Acquisition Corp. II filed an 8-K detailing structural and financing updates to its proposed business combination with Pasqal. The merger agreement was amended so a new French merger subsidiary assumes the original merger sub’s rights and obligations, aligning the structure with reincorporation, merger mechanics and related financing.

The Securities Purchase Agreement supporting the deal was also amended, increasing the aggregate subscription price by $50.0 million to $250.0 million to purchase $312,500,000 of senior unsecured convertible bonds and related warrants and adding a new investor advised by Inflection Point. Bleichroeder and Pasqal also highlighted a filed Form F-4 registration statement, an updated investor presentation and a joint press release describing Pasqal’s technology roadmap, a proposed $2.0 billion pre-money valuation and an expected $500 million of gross proceeds for Pasqal, assuming no SPAC redemptions and completion of the convertible financing.

Bleichroeder Acquisition Corp. II and its co-registrants have filed a preliminary Form F-4/proxy statement to seek shareholder approval for a business combination to reincorporate Bleichroeder in France and merge Legacy Pasqal into the surviving French entity to form New Pasqal. The transaction contemplates an Exchange Ratio of 24.01 based on a Pre-Transaction Equity Valuation of $2,000,000,000, financing including a March 2026 financing package and trust account proceeds, governance changes, director elections, an equity incentive plan equal to up to 10% of post-closing fully diluted shares, and issuance of senior unsecured convertible bonds and warrants under the March 2026 SPA.

The proxy solicits votes on multiple Condition Precedent Proposals (including reincorporation, the Merger, governing documents, share issuance and incentive plan), describes public shareholder redemption rights for a pro rata Trust Account cash Redemption Price, and summarizes financing terms that would leave Legacy Pasqal shareholders with a majority stake in New Pasqal under the disclosed assumptions.

Pasqal Holding SAS reported research demonstrating that logical qubits outperformed physical qubits when solving differential equations on its neutral-atom quantum processor. The company reported a 99.4% gate fidelity platform and tested a quantum kernel across 1,000 equations, finding >50% average accuracy improvement and up to 10x on certain nonlinear problems. Pasqal said the logical implementation used more complex circuits yet delivered more accurate application-level results and said this work informs hardware development priorities.