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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 27, 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.
Introductory Note
On August 27, 2026 (the “Closing Date”),
Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Bleichroeder” or “Parent”),
consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of February 28, 2026
(as amended by Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement, dated as of May 26, 2026,
Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 25, 2026, and Amendment No. 3 to the Agreement and Plan of Merger,
dated as of July 22, 2026, and as may be further amended from time to time, the “Business Combination Agreement”),
by and among Bleichroeder, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws
of the Republic of France (“Parent Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée
formed under the laws of the Republic of France (“Pasqal”). The transactions contemplated by the Business Combination
Agreement are referred to herein as the “Business Combination” and the consummation of the Business Combination is
referred to herein as the “Closing.”
Pursuant to the Business Combination Agreement,
on August 27, 2026, Bleichroeder merged with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent
Merger Sub surviving the Reincorporation Merger as the “Parent Surviving Corporation” (the effective time of the Reincorporation
Merger, the “Reincorporation Merger Effective Time”), and Pasqal merged with and into the Parent Surviving Corporation
(the “Merger” and, together with the Reincorporation Merger, the “Mergers”), with the Parent Surviving
Corporation surviving the Merger as the “Surviving Corporation.” In connection with the Merger, the Parent Surviving
Corporation changed its name to “Pasqal Holding SA” (in its capacity as the Surviving Corporation, “New Pasqal”).
Immediately prior to the Reincorporation Merger
Effective Time, each unit of Bleichroeder issued and outstanding as of such time automatically detached, and the holder thereof was deemed
to hold one Class A ordinary share, par value $0.0001 per share, of Bleichroeder (each, a “Bleichroeder Class A Ordinary Share”)
and one-third of one redeemable warrant of Bleichroeder (each whole warrant, a “Bleichroeder Warrant”), which ceased
separate existence and trading (the “Unit Separation”).
At the Reincorporation Merger Effective Time,
(i) each Bleichroeder Warrant, including each Bleichroeder Warrant held as a result of the Unit Separation, ceased separate existence
and trading and was converted into a warrant to purchase one ordinary share, par value €0.02 per share, of the Parent Surviving
Corporation (the “Parent Surviving Corporation Ordinary Shares” and, following the Merger, the “New Pasqal
Shares,” and such converted warrants, the “New Pasqal Warrants”), and (ii) each Bleichroeder Class A Ordinary
Share (including each such share held as a result of the Unit Separation) and each Class B ordinary share, par value $0.0001 per share,
of Bleichroeder (together with the Bleichroeder Class A Ordinary Shares, the “Bleichroeder Ordinary Shares”), in each
case other than any dissenting shares, any shares held in treasury and any shares held by holders who validly exercised their redemption
rights, was cancelled and automatically converted into one Parent Surviving Corporation Ordinary Share.
At the effective time of the Merger (the “Merger
Effective Time”), (i) each issued and outstanding ordinary share of Pasqal (across its several classes) was exchanged for New
Pasqal Shares based on an exchange ratio (the “Exchange Ratio”) calculated in accordance with the Draft Merger Agreement
(as defined in the Business Combination Agreement) by reference to the relative values of Pasqal and the Parent Surviving Corporation
(based on a deemed value of $10.00 per Parent Surviving Corporation Ordinary Share), and (ii) each outstanding equity warrant governed
by French law (bons de souscription de parts de créateur d’entreprise) of Pasqal was assumed by New Pasqal and became
exercisable for New Pasqal Shares, with the number of underlying shares adjusted to reflect the Exchange Ratio, on substantially the
same terms and conditions as applied immediately prior to the Merger Effective Time, except as otherwise provided in the Draft Merger
Agreement or as required by applicable law.
The foregoing description of the Business Combination
and the Business Combination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text
of the Agreement and Plan of Merger, dated as of February 28, 2026, which was filed as Exhibit 2.1 to Bleichroeder’s Current Report
on Form 8-K reporting its entry into that agreement, and to Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption
Agreement, dated as of May 26, 2026, Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 25, 2026, and Amendment No.
3 to the Agreement and Plan of Merger, dated as of July 22, 2026, each of which was filed as Exhibit 2.1 to a subsequent Current Report
on Form 8-K of Bleichroeder, and each of which is incorporated by reference herein. The Business Combination is further described in the
definitive proxy statement/prospectus included in the registration statement on Form F-4 (File No. 333-296239) (the “Proxy Statement/Prospectus”),
which the Securities and Exchange Commission (the “SEC”) declared effective on August 5, 2026.
Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Business
Combination, the Registration Rights Agreement, dated as of January 7, 2026, by and among Bleichroeder, the Bleichroeder Sponsor 2 LLC
(“Sponsor”) and certain other holders of Bleichroeder securities (the “Original Registration Rights Agreement”),
was terminated in accordance with its terms. On the Closing Date, New Pasqal, the Sponsor and certain securityholders of Pasqal entered
into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), pursuant
to which, among other things, such parties were granted certain customary registration rights, on the terms and subject to the conditions
therein, with respect to New Pasqal Shares that they hold following the Business Combination.
In addition, on the Closing Date, in connection
with the consummation of the Business Combination, the Investment Management Trust Agreement, dated as of January 7, 2026, by and between
Bleichroeder and Continental Stock Transfer & Trust Company, as trustee, pursuant to which the trustee invested the proceeds of Bleichroeder’s
initial public offering in a trust account and held such funds in trust, was terminated in accordance with its terms following the distribution
of the funds in Bleichroeder’s Trust Account.
In addition, on the Closing Date, New Pasqal,
the Sponsor and certain securityholders of Pasqal entered into Lock-Up Agreements (the “Lock-Up Agreements”), pursuant
to which such parties agreed to certain restrictions on the transfer of New Pasqal Shares held by them for a specified period following
the Closing. In connection with the execution of the Lock-Up Agreements, the lock-up provisions in the Letter Agreement, dated as of January
7, 2026, by and among Bleichroeder, the Sponsor and certain officers and directors of Bleichroeder, were superseded and terminated in
accordance with their terms.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business
Combination, Bleichroeder notified The Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Business Combination
and requested that Nasdaq suspend trading in the units, Class A ordinary shares and redeemable warrants of Bleichroeder and file with
the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of such securities from Nasdaq and
their deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Bleichroeder intends to file a Form 15 with the SEC to deregister its securities under Section 12(g) of the Exchange Act and to suspend
its reporting obligations under Sections 13 and 15(d) of the Exchange Act. In connection with the Business Combination, the New Pasqal
Shares and New Pasqal Warrants are expected to begin trading on Nasdaq under the symbols “PSQL” and “PSQLW,”
respectively.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the
Introductory Note and in Item 2.01, Item 3.01, and Item 5.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introductory
Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Business
Combination, a change in control of Bleichroeder occurred. Bleichroeder ceased to exist upon the Reincorporation Merger Effective Time,
when Bleichroeder merged with and into Parent Merger Sub, with Parent Merger Sub surviving as the Parent Surviving Corporation, and Pasqal
thereafter merged with and into the Parent Surviving Corporation by way of a merger by absorption, with the Parent Surviving Corporation
continuing as the Surviving Corporation.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory
Note of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the consummation of the Business Combination, effective
upon the Reincorporation Merger Effective Time, each of Bleichroeder’s directors and officers resigned from his or her respective
position with Bleichroeder. These resignations were not the result of any disagreement between Bleichroeder and such directors or officers
on any matter relating to Bleichroeder’s operations, policies or practices. The directors and executive officers of New Pasqal are
as described in the Proxy Statement/Prospectus filed with the SEC in connection with the Business Combination, as supplemented or updated
by any subsequent filings made by New Pasqal with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of February 28, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France and Pasqal Holding SAS (incorporated by reference to Exhibit 2.1 to Bleichroeder’s Current Report on Form 8-K filed with the SEC on March 5, 2026). |
| 2.2 |
|
Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement, dated as of May 26, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2, Bleichroeder Acquisition 2 France and Pasqal Holding SAS (incorporated by reference to Exhibit 2.1 to Bleichroeder’s Current Report on Form 8-K filed with the SEC on May 26, 2026). |
| 2.3 |
|
Amendment No. 2 to the Agreement and Plan of Merger, dated as of June 25, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2, Bleichroeder Acquisition 2 France and Pasqal Holding SAS (incorporated by reference to Exhibit 2.1 to Bleichroeder’s Current Report on Form 8-K filed with the SEC on June 25, 2026). |
| 2.4 |
|
Amendment No. 3 to the Agreement and Plan of Merger, dated as of July 22, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS (incorporated by reference to Exhibit 2.1 to Bleichroeder’s Current Report on Form 8-K filed with the SEC on July 22, 2026). |
| 99.1* |
|
Press Release, dated August 27, 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 27, 2026 |
By: |
/s/ Robert Folino |
| |
|
Name: |
Robert Folino |
| |
|
Title: |
Chief Financial Officer |
Exhibit 99.1
Pasqal and Bleichroeder Acquisition Corp. II
Complete Business Combination
Pasqal Holding SA expects its ordinary shares
to begin trading on Nasdaq under the ticker symbol “PSQL” on August 28th
Transaction establishes a strong capital foundation
for Pasqal as a public company, with approximately $360 million of cash available at closing to accelerate global quantum-system deployment,
commercial adoption and Pasqal’s path toward fault-tolerant quantum computing
Public listing creates a long-term capital
platform for one of the world’s leading neutral-atom quantum computing companies
PARIS and NEW YORK – August 27,
2026 – Pasqal Holding SA (“Pasqal”), a global leader in neutral-atom quantum computing, and Bleichroeder
Acquisition Corp. II (NASDAQ: BBCQ), a special purpose acquisition company (“Bleichroeder”), today announced the successful
completion of their previously announced business combination.
Bleichroeder shareholders approved the business
combination and related proposals on August 25, 2026. Following the completion of a series of mergers between Bleichroeder and Pasqal
Holding SAS, the surviving company became Pasqal Holding SA and will continue to operate under the Pasqal name. Pasqal Holding SA’s
ordinary shares and warrants are expected to begin trading on The Nasdaq Stock Market on August 28, 2026 under the ticker symbols “PSQL”
and “PSQLW”, respectively. Bleichroeder’s Class A ordinary shares, warrants and units will cease trading.
The transaction establishes a strong capital
foundation for Pasqal as a public company, with approximately $360 million of cash available at closing to accelerate global deployment
of its quantum computing platform, support continued innovation and further expand commercial adoption worldwide.
Pasqal intends to deploy the additional capital
across the priorities that define its next stage of growth: expanding the manufacturing and deployment of its quantum processing units
(“QPUs”), advancing its technology roadmap toward fault-tolerant quantum computing, broadening access to its cloud and software
platform, deepening integration with classical high-performance computing infrastructure and scaling its commercial operations globally.
“Today is not a finish line; it is an acceleration
point,” said Wasiq Bokhari, Chief Executive Officer of Pasqal. “Pasqal was built to take neutral-atom quantum computing from
foundational science to industrial-scale deployment. We have deployed quantum systems in real operating environments, connected our processors
to the computing infrastructure customers already use and established a roadmap built on a single hardware platform that delivers state-of-the-art
analog quantum computing today and is designed to enable industry-leading fault-tolerant quantum computing in the future. Our systems
operate in standard data center environments and are built to scale with enterprise workloads. As a public company, we will have a stronger
platform to move faster, serve customers around the world and build enduring value for shareholders.”
Pasqal begins its next chapter as a publicly
traded company with a strong foundation of technological leadership, commercial deployment and global customer engagement. Co-founded
by Nobel Prize-winning physicist Alain Aspect, the company has seven QPUs deployed today and three more in production. Its growing fleet
of QPUs is available through cloud access globally and supports more than 25 commercial and research applications across industries including
energy, financial services and materials science.
Pasqal’s neutral-atom technology offers
a scalable and energy-efficient approach to quantum computing through a single hardware platform designed to deliver state-of-the-art
analog quantum computing applications today while providing a clear path toward fault-tolerant quantum computing in the future. With
one of the world’s largest installed bases of high-complexity quantum computers among pure-play quantum computing companies, a
growing globally accessible cloud-based fleet of QPUs and a presence across North America, Europe, the Middle East and Asia, Pasqal is
focused on accelerating commercial adoption and helping customers solve some of the world’s complex computational challenges.
Advisors
Lazard Freres SAS served as advisor to Pasqal’s
Board. Orrick, Herrington & Sutcliffe LLP (France and US) served as legal counsel to Pasqal. Cantor Fitzgerald & Co. is serving
as advisor to Bleichroeder. Reed Smith LLP (France and US) served as legal counsel to Bleichroeder. Cohen & Company Capital Markets
acted as Lead Book-Running Manager for Bleichroeder’s initial
public offering which closed on January 8, 2026.
Contacts
Investors
investors@pasqal.com
Media
pr@pasqal.com
About Pasqal
Pasqal (Nasdaq: PSQL) helps organizations
tackle problems that are difficult or impossible to solve with conventional computing methods alone. Founded in 2019 on Nobel Prize–winning
research, Pasqal builds and operates neutral-atom quantum computers, delivered with a full software stack, for industry,
science, and governments. Pasqal’s production-ready systems are available both on-premises and through
the cloud, enabling organizations to harness quantum computing without requiring in-house quantum expertise. A single hardware platform
supports analog workloads today and is designed to evolve toward fault-tolerant quantum computing in the future.
Headquartered in France with operations
globally, Pasqal’s quantum computing systems are used by customers across energy, financial services and
advanced materials to address complex challenges. Pasqal’s customers include Saudi Aramco, Crédit Agricole
CIB, LG Electronics and supported by partnerships with NVIDIA and IBM (Pasqal is part of the IBM Quantum Network).
Forward-Looking Statements
Certain statements herein may be considered “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 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,” “potential,” “seem,” “seek,” “target,” “possible,”
“future,” “outlook” or similar terminology or expressions that predict or indicate future events or trends. These
forward-looking statements include, but are not limited to, statements regarding future events, including the Nasdaq listing and the
expected commencement date of trading, Pasqal’s expected use of cash available at closing of the business combination and Pasqal’s
ability to accelerate global deployment of its quantum computing platform.
These statements are based on current expectations
and are not predictions of actual performance. They are provided for illustrative purposes only and must not be relied on as a guarantee,
prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and
are beyond the control of Bleichroeder and Pasqal. These statements are subject to known and unknown risks and 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; the failure to realize the anticipated benefits of the business combination; the risk that the business combination
disrupts Pasqal’s current plans and operations; risks related to Pasqal’s indebtedness; 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 reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect and defend its intellectual
property rights; 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 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. 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.
