UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 20, 2026
Bleichroeder Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43045 |
|
98-1888010 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 212-984-3835
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
BBCQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BBCQ |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
BBCQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
8.01. Other Events.
On August 20, 2026, Bleichroeder Acquisition Corp.
II, a Cayman Islands exempted company (the “Company”), issued a joint press release with Pasqal Holding SAS announcing
a reminder that the Company will host the extraordinary general meeting of its shareholders on August 25, 2026 (the “Meeting”),
to vote on the approval and adoption of the business combination with Pasqal Holding SAS. The Company’s shareholders of record as
of the close of business on August 5, 2026, are entitled to attend and vote at the Meeting.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K.
The disclosure under Item 8.01, including Exhibit
99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated
by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in
such filing.
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 Exchange Act. 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,” “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, 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; Pasqal’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 U.S. Securities and Exchange Commission (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, Bleichroeder Acquisition
France Merger Sub 2, a société anonyme formed under the laws of the Republic of France and Pasqal jointly filed the
Registration Statement with the SEC, which was declared effective by the SEC on August 5, 2026, and which includes a definitive proxy
statement/prospectus, and any corresponding supplements filed with the SEC. The definitive proxy statement/prospectus, including any supplements
thereto, and certain other related documents have been mailed to Bleichroeder shareholders as of August 4, 2026, the record date established
for voting on the proposed transaction, in connection with Bleichroeder’s solicitation for proxies for the vote by Bleichroeder’s
shareholders in connection with the Business Combination and other matters 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. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus,
including any supplements thereto, or any other document that Bleichroeder has sent 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. Shareholders of Bleichroeder will be able to obtain copies of these documents (when available) and other documents
filed with the SEC free of charge 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 “Directors, Executive Officers
and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,”
and “Certain Relationships and Related Transactions, and Director Independence” of the Annual Report filed by Bleichroeder
with the SEC on March 16, 2026 and the Current Report on Form 8-K filed with the SEC on May 1, 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, including
any supplements thereto, 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,
including any supplements thereto, 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 communication 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated August 20, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BLEICHROEDER ACQUISITION CORP. II |
| |
|
|
| Date: August 20, 2026 |
By: |
/s/ Robert Folino |
| |
|
Name: |
Robert Folino |
| |
|
Title: |
Chief Financial Officer |
