false
0002088295
0002088295
2026-08-25
2026-08-25
0002088295
BBCQ:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-08-25
2026-08-25
0002088295
BBCQ:ClassOrdinarySharesParValue0.0001PerShareMember
2026-08-25
2026-08-25
0002088295
BBCQ:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-08-25
2026-08-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 25, 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) |
|
(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
212-984-3835
(Registrant’s telephone number, including area code)
N/A
(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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described below under Item 5.07 of this Current
Report on Form 8-K, on August 25, 2026, Bleichroeder Acquisition Corp. II (the “Company” or “Bleichroeder”)
convened an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to approve, among other
things, the previously announced business combination with Pasqal Holding SAS, a French société par actions simplifiée
(“Pasqal”).
At the Extraordinary General Meeting, the Company’s
shareholders approved, in connection with the Business Combination, among other items, the 2026 Restricted Stock Units Plan, the 2026
Founder Share Subscription Warrants program and the 2026 Stock Option Program (collectively, the “Incentive Plans”)
and the delegation of authority to grant warrants (bons de souscription d’actions) (the “Warrant Delegation”).
Descriptions of the material terms of the Incentive Plans and the Warrant Delegation are included in the Company’s definitive proxy
statement/prospectus dated August 5, 2026 (File No. 333-296239) (as supplemented by that certain proxy supplement no. 1 dated August 14,
2026, the “Proxy Statement/Prospectus”) filed with the Securities and Exchange Commission (the “SEC”),
which descriptions are incorporated herein by reference. Such descriptions do not purport to be complete and are qualified in their entirety
by reference to the full text of each Incentive Plan, the forms of which are attached as Annex
I-1, Annex I-2 and Annex I-3 to
the Proxy Statement/Prospectus, and to the Warrant Delegation, the terms and conditions applicable to which are described in the Proxy
Statement/Prospectus and are also incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
On August 25, 2026, Bleichroeder held the Extraordinary
General Meeting. As of August 4, 2026, the record date for the Extraordinary General Meeting, there were 38,333,333 of the Company’s
ordinary shares issued and outstanding, consisting of 28,750,000 Class A ordinary shares, par value $0.0001 per share, and 9,583,333 Class
B ordinary shares, par value $0.0001 per share. An aggregate of 24,086,739 ordinary shares (62.83%) were present either in person or by
proxy at the Extraordinary General Meeting, which constituted a quorum.
At the Extraordinary General Meeting, the Company’s
shareholders voted on the proposals described in the Company’s Proxy Statement/Prospectus. Capitalized terms used but not defined
herein have the meanings assigned thereto in the Proxy Statement/Prospectus. The final voting results for each proposal are set forth
below.
| 1. |
The Business Combination Proposal. The proposal to approve the Business Combination Agreement, the additional agreements contemplated thereby, and the transactions contemplated therein and thereby, including the Reincorporation Merger and the Merger, was approved. The final voting tabulation for the Business Combination Proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,467,865 |
|
2,616,196 |
|
2,788 |
|
0 |
|
| 2. |
The Reincorporation Merger Proposal. The proposal to approve the Reincorporation Plan of Merger and the Reincorporation Merger contemplated thereby was approved. The final voting tabulation for the Reincorporation Merger Proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,467,865 |
|
2,616,196 |
|
2,788 |
|
0 |
|
| 3. |
The Merger Proposal. The proposal to approve the French Merger Agreement and the Merger contemplated thereby was approved. The final voting tabulation for the Merger Proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,466,490 |
|
2,615,896 |
|
4,463 |
|
0 |
|
| 4. |
The Governing Documents Proposal.
The proposal to approve the Proposed Governing Documents was approved. The final voting tabulation
for the Governing Documents Proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,468,165 |
|
2,615,896 |
|
2,788 |
|
0 |
|
| 5. |
The Advisory Governing Documents Proposals. Each of the six Advisory Governing Documents Proposals was approved on an advisory, non-binding basis. The final voting tabulations for the Advisory Governing Documents Proposals were as follows: |
| A. |
Advisory Governing Documents Proposal 5A. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,468,165 |
|
2,615,896 |
|
2,788 |
|
0 |
|
| B. |
Advisory Governing Documents Proposal 5B. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,467,355 |
|
2,616,206 |
|
3,288 |
|
0 |
|
| C. |
Advisory Governing Documents Proposal 5C. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,468,165 |
|
2,615,896 |
|
2,788 |
|
0 |
|
| D. |
Advisory Governing Documents Proposal 5D. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,466,490 |
|
2,615,896 |
|
4,463 |
|
0 |
|
| E. |
Advisory Governing Documents Proposal 5E. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 20,367,913 |
|
3,715,848 |
|
3,088 |
|
0 |
|
| F. |
Advisory Governing Documents Proposal 5F. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,454,599 |
|
2,629,462 |
|
2,788 |
|
0 |
|
| 6. |
The Director Election Proposal. The proposal to elect each of the following individuals to serve on the New Pasqal Board following consummation of the Business Combination was approved. The final voting tabulation for each director nominee was as follows: |
| | |
FOR | | |
AGAINST | |
| Dr. Wasiq Bokhari | |
| 21,470,546 | | |
| 2,616,303 | |
| Andrew Gundlach | |
| 21,470,546 | | |
| 2,616,303 | |
| Georges-Olivier Reymond | |
| 21,470,546 | | |
| 2,616,303 | |
| Michel Combes | |
| 21,470,486 | | |
| 2,616,363 | |
| Barbara Dalibard | |
| 21,470,346 | | |
| 2,616,503 | |
| Michael Blitzer | |
| 20,532,911 | | |
| 3,553,938 | |
| Alain Aspect | |
| 21,470,546 | | |
| 2,616,303 | |
| Nicolas Berdou | |
| 21,470,486 | | |
| 2,616,363 | |
| Jean Raby | |
| 21,470,546 | | |
| 2,616,303 | |
| 7. |
The Incentive Plan Proposals. Each of the four Incentive Plan Proposals was approved. The final voting tabulations for the Incentive Plan Proposals were as follows: |
| A. |
RSU Incentive Plan Proposal 7A. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,439,034 |
|
2,643,907 |
|
3,908 |
|
0 |
|
| B. |
BSPCE Incentive Plan Proposal 7B. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,439,034 |
|
2,643,907 |
|
3,908 |
|
0 |
|
| C. |
Stock Option Incentive Plan Proposal 7C. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,439,029 |
|
2,643,907 |
|
3,913 |
|
0 |
|
| D. |
Warrant Delegation Proposal 7D. |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,459,954 |
|
2,621,412 |
|
5,483 |
|
0 |
|
| 8. |
The Share Issuance Proposal. The proposal to approve, including for purposes of complying with applicable Nasdaq Listing Rules, the issuance or potential issuance of New Pasqal securities in connection with the Business Combination and the related financing transactions, as described in the Proxy Statement/Prospectus, was approved. The final voting tabulation for the Share Issuance Proposal was as follows: |
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
|
| 21,452,314 |
|
2,631,227 |
|
3,308 |
|
0 |
|
As there were sufficient votes at the time of the
Extraordinary General Meeting to approve the adoption of the foregoing proposals, the “Adjournment Proposal” as described
in the Proxy Statement/Prospectus was not presented to the Company’s shareholders for a vote.
Item 8.01 Other Events.
In connection with the shareholder vote at the
Extraordinary General Meeting, the Company’s shareholders had the right to redeem all or a portion of their Class A ordinary shares
for a per share price calculated in accordance with the Company’s memorandum and articles of association. The Company’s public
shareholders holding 26,039,602 Class A ordinary shares validly elected to redeem their public shares upon consummation of the Closing
of the Business Combination.
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 with 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 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
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 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 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, 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 is contained in the Registration Statement and the proxy
statement/prospectus, including any supplements thereto.
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 is included in the Registration Statement and the proxy
statement/prospectus, including any supplements thereto.
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.
SIGNATURES
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 |
| |
|
|
| |
By: |
/s/ Marcello Padula |
| |
|
Name: |
Marcello Padula |
| |
|
Title: |
Chief Executive Officer and
Chief Operating Officer |
