Filed by Bleichroeder Acquisition Corp. II pursuant to Rule 425
under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934,
as amended
Subject Company: Bleichroeder Acquisition Corp.
II (File No. 001-43045)
Set
forth below is an article by Bloomberg, announcing the proposed business combination between Pasqal Holding SAS (“Pasqal”)
and Bleichroeder Acquisition Corp. II (“Bleichroeder”) (such transaction, the “Business Combination”).
Quantum
Startup Pasqal to List Via SPAC at $2 Billion
Valuation
By
Bailey Lipschultz
March
4, 2026 at 4:05 PM EST
Pasqal
Holding SAS agreed to merge with a blank-check firm in a deal that values the combined company at $2 billion pre-money, joining the growing
number of quantum startups choosing to go public through the listed vehicles.
The
French firm inked a deal with Bleichroeder Acquisition Corp. II that includes a $200 million convertible financing, according to a statement
reviewed by Bloomberg News. The transaction with the Nasdaq-traded special purpose acquisition company, which is sponsored by Michel
Combes and Andrew Gundlach, will also include as much as $289 million dependent on investor redemptions.
The
offering is expected to close in the second half of the year and assigns the company a pro forma market capitalization of approximately
$2.6 billion. The company expects to use proceeds to advance its core quantum technologies and product offerings.
The
convertible financing was anchored by sponsor-affiliated investor Inflection Point, existing Pasqal anchor investor BPIfrance Large Venture
and several other new institutional investors, the filing shows.
The
Paris-based startup, co-founded by the 2022 Nobel Prize in Physics winner Alain Aspect, is a full stack quantum computing company that
provides both hardware and software for the frontier technology. Pasqal builds quantum processors using neutral atom technology, which
researchers say has the potential to scale well and can allow for flexible arrangements of qubits, the information units that are like
bits for a classical computer.
The
company was in talks to raise €200 million ($233 million) in a funding round that would have valued it at more than $1 billion pre-money,
Bloomberg News reported last month.
Pasqal
joins sector peers including Infleqtion Inc. and Xanadu Quantum Technologies Inc. in choosing the SPAC route to go public, as investors
in blank-check firms seem more willing to take a chance on earlier-stage technology. Building quantum computers is capital intensive,
and has little promise of imminent profitability.
Honeywell
International Inc.-backed Quantinuum is going the conventional initial public offering route, and could raise more than $1.5 billion
in a listing, people familiar with the matter have said.
Pasqal’s
board was advised by Lazard Freres SAS, while the Bleichroeder
team
was advised by Cantor Fitzgerald & Co. on the transaction.
*
* *
Forward
Looking Statements
This
communication contains certain statements that are not historical facts but may be considered “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “might”, “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “could,” “plan,” “predict,”
“project”, “forecast,” “believe,” “potential,” “seem,” “seek,”
“target,” “possible,” “future,” “outlook” or the negatives of these terms or variations
of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not limited to, statements regarding future events, the proposed Business
Combination between Bleichroeder and Pasqal, the estimated or anticipated future results and benefits of the combined company following
the Business Combination, including the likelihood and ability of the Parties to successfully consummate the Business Combination, future
opportunities for the combined company, the committed PIPE financing and other statements that are not historical facts.
These
statements are based on the current expectations of Bleichroeder and/or Pasqal’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control
of Bleichroeder and Pasqal. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions
regarding Pasqal’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties
include, but are not limited to: general economic, political, social and business conditions; uncertainty or changes with respect to
laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the inability
of the Parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise
to the termination of the Business Combination Agreement entered into in connection to the Business Combination, including failure by
Bleichroeder or Pasqal to receive their respective shareholder approval or required regulatory approvals of the Business Combination;
the number of redemption requests made by Bleichroeder’s shareholders in connection with the Business Combination, leaving the
combined company with insufficient cash to execute its business plans; the outcome of any legal proceedings or governmental investigations
that may be instituted against the Parties following the announcement of the Business Combination; failure to realize the anticipated
benefits of the Business Combination, including as a result of a delay in consummating the potential transaction; the risk that the Business
Combination disrupts Pasqal’s current plans and operations as a result of the announcement and consummation of the Business Combination;
the risks related to Pasqal meeting expected business milestones; the effects of competition on Pasqal’s business; the ability
of the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of the combined
company to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination;
the ability to achieve dual listing on Euronext N.V. Paris following the Business Combination; costs related to the Business Combination;
the ability of Bleichroeder or the combined company to raise capital or issue debt, equity or equity-linked securities in connection
with the proposed Business Combination or in the future on reasonable terms or at all; the combined company’s ability to maintain
internal control over financial reporting and operate as a public company; the risk from Pasqal pursuing an emerging technology, facing
significant technical challenges and the potential that it may not achieve commercialization or market acceptance; Pasqal’s financial
performance and limited operating history; Pasqal’s expectations regarding future financial performance, capital requirements and
unit economics; Pasqal’s use and reporting of business and operational metrics; Pasqal’s competitive landscape; Pasqal’s
dependence on members of its senior management and its ability to attract and retain qualified personnel; Pasqual’s potential need
for additional future financing prior to or after the Business Combination as a combined company; Pasqal’s concentration of revenue
in contracts with government or state-funded entities; Pasqal’s ability to manage growth and expand its operations; potential future
acquisitions or investments in companies, products, services or technologies; Pasqal’s reliance on strategic partners and other
third parties; Pasqal’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy,
data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence
and machine learning; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors
is not exhaustive. There may be additional risks that Pasqal and Bleichroeder presently do not know or that Pasqal and Bleichroeder currently
believe are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition,
forward-looking statements provide Pasqal’s and/or Bleichroeder’s expectations, plans and forecasts of future events and
views as of the date of this communication. Pasqal and Bleichroeder anticipate that subsequent events and developments will cause their
assessments to change. However, while Pasqal and/or Bleichroeder may elect to update these forward-looking statements in the future,
Pasqal and Bleichroeder specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as
representing Pasqal’s or Bleichroeder’s assessments as of any date subsequent to the date of this communication. Accordingly,
undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any
person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
An
investment in Bleichroeder is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated
funds. The historical results of those investments are not indicative of future performance of Bleichroeder, which may differ materially.
Additional
Information and Where to Find It
The
Business Combination will be submitted to shareholders of Bleichroeder for their consideration. In connection with the Business Combination,
Bleichroeder intends to file a registration statement on Form F-4 with the SEC (the “Registration Statement”) with the SEC,
which will serve as both the proxy statement/prospectus to be distributed to its shareholders in connection with its solicitation for
proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration
Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Pasqal’s shareholders in
connection with the completion of the Business Combination. After the Registration Statement is declared effective, Bleichroeder will
mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date established for voting
on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus
or any other document that Bleichroeder will send to its shareholders in connection with the Business Combination.
BEFORE
MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED
TRANSACTIONS AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents
(if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus
(if and when available) will be mailed to shareholders of Bleichroeder as of a record date to be established for voting on the Business
Combination. Shareholders of Bleichroeder will also be able to obtain copies of the proxy statement/prospectus without charge, once available,
at the SEC’s website at www.sec.gov
Participants
in the Solicitation
Bleichroeder
and its directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants
in the solicitation of proxies from Bleichroeder’s shareholders with respect to the Business Combination. A list of the names of
those directors and executive officers and a description of their interests in Bleichroeder and the Business Combination is contained
in the sections entitled “Management,” “Principal Shareholders,” and “Certain Relationships and Related
Party Transactions” of the Final Prospectus filed by Bleichroeder with the SEC on January 8, 2026 and the Current Report on Form
8-K filed with the SEC on January 9, 2026, and each of which is available free of charge at the SEC’s website at www.sec.gov. Additional
information regarding the interests of participants in the proxy solicitation and their direct and indirect interests will be contained
in the Registration Statement and the proxy statement/prospectus when they become available.
Pasqal,
its directors, executive officers, other members of management, employees and consultants, under SEC rules, may be deemed participants
in the solicitation of proxies of Bleichroeder’s shareholders in connection with the Business Combination. A list of the names
of such directors and executive officers and information regarding their interests in the Business Combination will be included in the
Registration Statement and the proxy statement/prospectus when they become available.
No
Offer or Solicitation
This
communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. This filing is not,
and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein
in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United
States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this
communication.
