Pasqal to merge with Bleichroeder (NASDAQ: BBCQ) in $2B SPAC deal
Rhea-AI Filing Summary
Bleichroeder Acquisition Corp. II agreed to merge with French quantum computing company Pasqal Holding SAS, valuing Pasqal at a $2.0 billion pre-money equity value and targeting closing in the second half of 2026, subject to shareholder, regulatory and listing approvals.
The deal includes a private investment in $250 million principal senior unsecured convertible bonds and related warrants, sold for $200 million (20% discount), bearing 10% cash interest and initially convertible at $12.00 per share with anti-dilution protections and optional redemptions and calls.
Closing conditions include at least $150 million cash for the combined company, Nasdaq listing of New Pasqal shares and warrants, and delivery of PCAOB-audited financials. Sponsor and key Pasqal shareholders entered support, lock-up and registration rights agreements to back the transaction and govern post-merger share sales.
Positive
- Transformative business combination and funding: Agreement to merge with Pasqal at a $2.0 billion pre-money valuation plus a $250 million senior unsecured convertible bond and warrant financing (sold for $200 million) provides a substantial capital pathway to support Pasqal’s quantum computing roadmap and public listing, if closing conditions are satisfied.
Negative
- Complex, heavily conditioned capital structure: Closing requires at least $150 million cash after redemptions and financings, while high-coupon convertible bonds with strong protective provisions, anti-dilution adjustments and call/redemption mechanics introduce leverage, potential dilution and structural constraints that may weigh on future equity holders if performance lags.
Insights
SPAC merges with Pasqal at $2B value plus $200M convertible financing.
Bleichroeder Acquisition Corp. II plans to combine with Pasqal, a neutral-atom quantum computing company, at a
Funding relies on a
The bonds carry 10% cash interest, step up to 12% PIK if cash payments are missed, and initially convert at
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 1.01. Entry Into A Material Definitive Agreement.
Business Combination Agreement
On February 28, 2026 (the “Signing Date”), Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Bleichroeder”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Bleichroeder, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France and wholly owned subsidiary of Bleichroeder (“Parent Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (“Pasqal”), pursuant to which, among other things and subject to the terms and conditions therein, (i) Bleichroeder will merge with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent Merger Sub being the surviving entity of the Reincorporation Merger (“Parent Surviving Corporation”), and (ii) as promptly as practicable after the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), Pasqal will merge with and into the Parent Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance with the applicable provisions of the French Commercial Code (Code de commerce), including Articles L. 236-1 et seq (the “Merger”, and together with the Reincorporation Merger, the “Mergers”), with Parent Surviving Corporation being the surviving entity of the Merger and changing its name to “Pasqal Holding SA” or such other name selected by Pasqal (“New Pasqal”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” Bleichroeder, Merger Sub, and Pasqal are each individually referred to herein as a “Party” and, collectively, as the “Parties.”
The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bleichroeder and Pasqal.
The Business Combination is expected to close (such closing, the “Closing”) in the second half of 2026, subject to customary closing conditions, including regulatory and shareholder approval.
Merger Consideration; Effect of the Mergers
The Business Combination values Pasqal at $2.0 billion pre-money.
Immediately prior to or at the Reincorporation Merger Effective Time:
| ● | each issued and outstanding warrant exercisable for one Bleichroeder Class A Ordinary Share at an exercise price of $11.50 per share (a “Bleichroeder Warrant”), including the Bleichroeder Warrants held as a result of the Unit Separation (as defined below), will cease separate existence and trading and will be converted into a warrant to purchase one ordinary share, par value €0.10 per share, of Parent Surviving Corporation (the “Parent Surviving Corporation Ordinary Shares” and, following the Merger, the “New Pasqal Shares” and, the warrant to purchase such New Pasqal Shares, the “New Pasqal Warrants”); |
| ● | each issued and outstanding (i) Bleichroeder Class A ordinary share, par value $0.0001 per share (each a “Bleichroeder Class A Ordinary Share), including each Bleichroeder Class A Ordinary Share held as a result of the Unit Separation, and excluding any dissenting shares, any shares held in the treasury of Bleichroeder (“Treasury Shares”), and any Bleichroeder Class A Ordinary Shares held by a holder who has validly exercised its redemption rights (“Redeeming Shares”), and (ii) Class B ordinary share, par value $0.0001, of Bleichroeder (each, a “Bleichroeder Class B Ordinary Share,” and together with the Bleichroeder Class A Ordinary Shares, the “Bleichroeder Ordinary Shares”) will be cancelled and converted automatically into one Parent Surviving Corporation Ordinary Share; |
1
| ● | each Redeeming Share issued and outstanding will automatically be cancelled and cease to exist and will represent only the right to be paid a pro rata share of the aggregate amount payable with respect to all such Redeeming Shares in accordance with Bleichroeder’s amended and restated memorandum and articles of association; |
| ● | each Treasury Share will be cancelled and extinguished without any conversion thereof or payment therefor; and; |
| ● | each issued and outstanding ordinary share, par value €10 per share, of Parent Merger Sub will be cancelled and no consideration shall be delivered therefor. |
In connection with the Reincorporation Merger, immediately prior to the Reincorporation Merger Effective Time, each Bleichroeder unit issued and outstanding as of such time will automatically detach and the holder thereof will be deemed to hold one Bleichroeder Class A Ordinary Share and one-third of one Bleichroeder Warrant, and will cease separate existence and trading (the “Unit Separation”).
At the effective time of the Merger (the “Merger Effective Time”), in accordance with French Law, Pasqal will be dissolved without liquidation (dissolution sans liquidation) together with the completion of a universal transfer (transmission universelle de patrimoine), pursuant to which New Pasqal will succeed to all the rights and obligations of Pasqal and, among other things:
| ● | each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Pasqal, (ii) common Ordinary Share, par value €0.10 per share, of Pasqal, (iii) “Class A” Ordinary Share, par value €0.10 per share, of Pasqal, (iv) “Class B” Ordinary Share, par value €0.10 per share, of Pasqal, and (v) “Class C” Ordinary Share, par value €0.10 per share, of Pasqal, will be exchanged for New Pasqal Shares using an exchange ratio (the “Exchange Ratio”) calculated in accordance with the Draft Merger Agreement (as defined in the Business Combination Agreement) by dividing the overall value of Pasqal and the overall value of the Parent Surviving Corporation (based on a deemed value of $10 per Parent Surviving Corporation Ordinary Share); and |
| ● | each issued and outstanding equity warrant governed by French law (bons de souscription de parts de créateur d’entreprise) of Pasqal (“Company BSPCEs”) will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Shares, with the number of shares adjusted, as applicable, to reflect the Exchange Ratio, on the same terms and conditions as were applicable to the Company BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period, and expiration date), except as otherwise provided by the Draft Merger Agreement or as required by applicable law. |
Representations and Warranties
The Business Combination Agreement contains representations and warranties of the Parties thereto with respect to, among other things, (i) entity organization, formation and qualification, (ii) authorization to enter into the Business Combination Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) liabilities, (vii) permits, (viii) litigation, (ix) material contracts, (x) tax matters, (xi) intellectual property, (xii) absence of changes, (xiii) environmental matters, (xiv) employee matters, (xv) compliance with applicable laws, (xvi) regulatory matters, (xvii) labor matters, (xviii) benefit plans, (xix) insurance, (xx) real and personal property, (xxi) brokers, (xxii) transactions with affiliates, (xxiii) data privacy and security requirements, and (xxiv) compliance with international trade and anti-corruption laws. The representations and warranties of the Parties contained in the Business Combination Agreement will terminate and be of no further force and effect as of the Closing.
2
Covenants
The Business Combination Agreement contains covenants of each of the Parties thereto that are customary for transactions of this type, including, among others, covenants with respect to (i) the operations of Bleichroeder and Pasqal prior to the Closing; (ii) the Parties’ efforts to satisfy conditions to consummate the Business Combination; (iii) restrictions on public announcements or press releases with respect to the Business Combination; (iv) the delivery by Pasqal of certain financial statements of Pasqal audited in accordance with all applicable requirements of the PCAOB (the “PCAOB Financials”) on or prior to September 30, 2026; and (v) the preparation and filing of a registration statement on Form F-4 (the “Registration Statement/Proxy Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the New Pasqal Shares and New Pasqal Warrants to be issued pursuant to the Business Combination Agreement, which will also contain a prospectus and proxy statement for the purpose of soliciting proxies from Bleichroeder’s shareholders to vote in favor of certain matters (the “Parent Party Shareholder Approval Matters”), including:
| (i) | the adoption and approval of the Business Combination Agreement, the additional agreements contemplated therein, and the transaction contemplated therein and thereby, including the Mergers, in accordance with Bleichroeder’s organizational documents and applicable law; |
| (ii) | the entry and filing of a plan of merger and all other documents required by the Companies Act (Revised of the Cayman Islands, as amended (the “Cayman Companies Act”), and the French Code de commerce (the “French Commercial Code”) in force on the date of the Business Combination Agreement (the “Reincorporation Plan of Merger”) and all matters related thereto in accordance with the Cayman Companies Act; |
| (iii) | the approval of the entry of Parent Surviving Corporation into the Draft Merger Agreement, following and subject to approval of the consummation of the Reincorporation Merger and the transactions contemplated by the Reincorporation Plan of Merger; |
| (iv) | subject to the effectiveness of the Reincorporation Merger pursuant to the Reincorporation Plan of Merger, the adoption of the amended and restated articles of association of Parent Surviving Corporation; |
| (v) | the adoption of a new equity incentive plan in the form and substance reasonably acceptable to Bleichroeder and Pasqal and approved by New Pasqal’s board of directors; |
| (vi) | the adjournment of the shareholder meeting of Bleichroeder to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder, (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transactions contemplated by the Business Combination Agreement; and |
| (vii) | such other matters as Pasqal, Bleichroeder and Parent Merger Sub will mutually determine to be necessary and appropriate in order to effect the Mergers and the other transactions contemplated by the Business Combination Agreement. |
Governance
The Parties have agreed to take all requisite action such that, effective immediately following the Merger Effective Time, New Pasqal’s initial board of directors will consist of nine directors, five of whom will be French or European citizens and non-US residents, and will be mutually acceptable to Bleichroeder and Pasqal, as follows: (i) Alain Aspect, as non-executive chairman; (ii) Michel Combes, as lead independent director; (iii) Wasiq Bokhari, as chief executive officer of New Pasqal; (iv) Georges-Olivier Reymond; (v) Barbara Dalibard, as chairman of the nominating and governance committee (or its equivalent); (vi) Kathy Savitt, as the chairman of the audit committee (or its equivalent); (vii) a director that may, at its option, be designated by Bpifrance Investissement; (viii) a director to be designated by EIC Fund; and (ix) a director to be designated by either Bleichroeder or Pasqal and mutually agreed by Bleichroeder and Pasqal, who will serve as chairperson of the renumeration committee (or its equivalent).
The Parties have also agreed to take all requisite action such that, effective immediately following the Merger Effective Time, New Pasqal’s board of directors’ internal regulations will include a list of certain restricted matters requiring two-thirds (2/3) approval of the board of directors (as set forth in the Business Combination Agreement).
The Parties have also agreed to take all requisite action such that, as of the Closing, the articles of association of Pasqal SAS, a wholly owned subsidiary of Pasqal (and following the Merger Effective Time, New Pasqal), will provide for creation of a strategic committee that will be comprised as set forth in the Business Combination Agreement and require a majority approval of certain actions, which must include the affirmative vote of the representative of Bpifrance Investissement.
3
Conditions to Closing
The obligation of the Parties to consummate the Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting periods under applicable antitrust law; (ii) no law or legal restraint or prohibition issued by any governmental prohibiting or preventing the consummation of the Business Combination being in effect; (iii) the Registration Statement/Proxy Statement being declared effective by the U.S. Securities and Exchange Commission (the “SEC”); (iv) the receipt of the requisite approvals of each of Bleichroeder’s and Pasqal’s shareholders; (v) the approval for listing of New Pasqal Shares and New Pasqal Warrants on Nasdaq (or other principal market mutually agreed by Bleichroeder and Pasqal); (vi) no less than $150,000,000 cash available to New Pasqal from (x) funds remaining in the Trust Account (as defined in the Business Combination Agreement) following the exercise of Bleichroeder’s shareholders’ redemption rights, (y) the proceeds of the Investment (as defined below) under the SPA (as defined below) and Subscription Agreements (as defined in the Business Combination Agreement), and (z) funds raised from any other financing transactions agreed upon by Bleichroeder, Pasqal and Parent Merger Sub, but excluding, for the avoidance of doubt, the Series C equity raise closed by Pasqal on February 27, 2026; (vii) the initial board of directors of New Pasqal being constituted as described above; and (viii) customary bring-down conditions.
The obligation of Bleichroeder and Parent Merger Sub to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no continuing Company Material Adverse Effect (as defined in the Business Combination Agreement), (ii) execution and delivery of an officer’s certificate by an officer of Pasqal certifying the accuracy of certain conditions, and (iii) the receipt of executed Lock-Up Agreements (as each is defined below) and certain non-competition and non-solicitation agreements between New Pasqal and certain of Pasqal’s employees.
The obligation of Pasqal to consummate the Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no continuing Parent Material Adverse Effect (as defined in the Business Combination Agreement), (ii) execution and delivery of an officer’s certificate by an officer of Bleichroeder certifying the accuracy of certain conditions, and (iii) the receipt of executed Lock-Up Agreements.
Termination
The Business Combination Agreement may be terminated under certain circumstances, including:
| (i) | by mutual written consent of Bleichroeder and Pasqal at any time prior to the Closing; |
| (ii) | by either Bleichroeder or Pasqal if the Closing has not occurred by December 31, 2026 (the “Outside Date”); provided that, the Outside Date will automatically extend (A) to December 31, 2027, without any action of Bleichroeder or Pasqal, unless Bleichroeder and Pasqal both send written notice of termination to the other or otherwise mutually agree in writing to terminate the Business Combination Agreement at least ten business days prior to December 31, 2026, and (B) for an additional 60 days if (1) the Registration Statement/Proxy Statement is not declared effective by the SEC or (2) the issuance or clearance of any required antitrust approval is not received but all other conditions to Closing either have been fulfilled or are then capable of being fulfilled; |
| (iii) | by Bleichroeder or Pasqal if a governmental authority issues a final and non-appealable order or enacts a law making the Business Combination illegal or permanently restraining, enjoining or otherwise prohibiting the Business Combination; |
| (iv) | by either Bleichroeder or Pasqal if the shareholder meeting of Bleichroeder has been held and concluded and the approval of any of the Parent Party Shareholder Approval Matters is not obtained (subject to adjournment or postponement of such meeting); |
| (v) | by Bleichroeder if Pasqal breaches any representation, warranty or agreement or covenant in the Business Combination Agreement such that applicable closing conditions would not be satisfied at the Closing, subject to a 20-day cure period; |
| (vi) | by Pasqal if Bleichroeder breaches any representation, warranty or agreement or covenant in the Business Combination Agreement such that applicable closing conditions would not be satisfied at the Closing, subject to a 20-day cure period; |
| (vii) | by Bleichroeder if Pasqal fails to deliver the PCAOB Financials to Bleichroeder on or before September 30, 2026; or |
| (viii) | by Bleichroeder or Pasqal if the other party fails to consummate the Business Combination upon satisfaction of all the conditions to Closing set forth in the Business Combination Agreement (other than conditions that by their nature would be satisfied at the Closing or waived by the terminating party) or otherwise terminates the Business Combination in breach of the Business Combination Agreement and such terminating party is ready to consummate the Business Combination. |
If the Business Combination Agreement is validly terminated, none of the Parties will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of willful breach or fraud. Notwithstanding the foregoing, if Bleichroeder terminates the Business Combination Agreement pursuant to clauses (vii) or (viii) above, Pasqal will pay Bleichroeder $3,000,000 as liquidated damages.
4
The Business Combination Agreement contains representations, warranties and covenants that the Parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about Bleichroeder, Parent Merger Sub or Pasqal. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the Parties, may be subject to limitations agreed upon by the contracting Parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting Parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Bleichroeder’s public disclosures.
The foregoing description of the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Related Agreements
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, Bleichroeder, Pasqal, Parent Merger Sub, and Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (“Sponsor”), entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor has agreed to vote (i) in favor of the Parent Party Shareholder Approval Matters and (ii) in opposition to any proposals (A) for an Alternative Transaction (as defined in the Business Combination Agreement) or any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Bleichroeder, (B) other than as contemplated in the Business Combination Agreement, or (C) for any alternative transactions or agreements that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Business Combination. Additionally, the Sponsor agreed not to redeem any Bleichroeder Ordinary Shares or other equity securities of Bleichroeder in connection with the Business Combination, to be bound to certain transfer restrictions with respect to its Bleichroeder Ordinary Shares and any other equity securities of Bleichroeder held by Sponsor prior to the expiration of the Sponsor Support Agreement, waive the anti-dilution protections set forth in Bleichroeder’s amended and restated memorandum and articles of association with respect to the conversion of the Bleichroeder Class B Ordinary Shares, and waive any appraisal or rights to dissent from the Business Combination or the Mergers.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.
Company Support Agreement
Concurrently with the execution of the Business Combination Agreement, certain shareholders of Pasqal entered into a company support agreement (the “Company Support Agreement”) with Bleichroeder and Parent Merger Sub, pursuant to which each such Pasqal shareholder has agreed to, among other things, (i) vote in favor of the Business Combination Agreement, the Mergers, and each other proposal related to the Business Combination, and against any alternative transactions or agreements that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Business Combination, (ii) be bound to certain transfer restrictions with respect to its shares and other equity securities of Pasqal prior to the expiration of the Company Support Agreement, and (iii) vote in opposition to any proposals for an Alternative Transaction (as defined in the Company Support Agreement).
The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.
5
Lock-Up Agreements
In connection with the Closing, New Pasqal, the Sponsor, certain shareholders of Pasqal, certain shareholders of Bleichroeder, certain directors and officers, and certain Investors (collectively, the “Lock-Up Parties”) will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of the Lock-Up Parties will agree not to effect any sale or distribution (except for certain permitted transfers) of the New Pasqal Shares held by such holder after the Closing until the earlier of (i) 180 days after the date on which the Closing occurs, (ii) the day after the date on which the closing price of the New Pasqal Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commending after the date on which the Closing occurs, and (iii) the date on which New Pasqal consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Pasqal’s shareholders having the right to exchange their shares for cash, securities or other property, subject to certain exceptions set forth in the Lock-Up Agreements.
The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Lock-up Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.
Amended and Restated Registration Rights Agreement
At the Closing, New Pasqal, the Sponsor, Investors (as defined below) and certain securityholders of Pasqal will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the Investors and such securityholders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Pasqal that they will hold following the Business Combination.
The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Registration Rights Agreement, a copy of which is attached as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.
Private Placement Investment
In connection with the transactions contemplated by the Business Combination Agreement, on March 4, 2026, Bleichroeder, Merger Sub and the accredited investors named therein (the “Investors”) entered into a Securities Purchase Agreement (the “SPA”). Pursuant to the SPA, the Investors have agreed, among other things, subject to certain conditions, to purchase $250 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Shares (the “Senior Unsecured Convertible Bonds”) and warrants to purchase a number of New Pasqal Shares equal to 125% of the total number of New Pasqal Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing (the “Investment Warrant”), for an aggregate purchase price of $200 million, reflecting a 20% original issue discount (the “Investment”). The closing of the Investment shall occur substantially concurrent with the Closing.
In accordance with the French Commercial Code, the Senior Unsecured Convertible Bonds will be issued pursuant to the Terms and Conditions (termes et conditions des obligations convertibles en actions ordinaires) attached to New Pasqal’s shareholders decision issuing the Senior Unsecured Convertible Bonds (the “Senior Unsecured Convertible Bonds Terms and Conditions”), and the Investment Warrants will be issued pursuant to the Terms and Conditions (termes et conditions des bons de souscriptions d’actions) attached to New Pasqal’s shareholders decision issuing the Investment Warrants (the “Investment Warrants Terms and Conditions”).
The SPA includes customary representations and warranties from Bleichroeder, Merger Sub and the Investors and is subject to customary closing conditions. The SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, and indemnification. The Senior Unsecured Convertible Bonds and the Investment Warrants may be amended only with the written consent of the Company and bondholders holding a majority of the outstanding aggregate principal amount of the Senior Unsecured Convertible Bonds, or as otherwise required in accordance with the French Commercial Code. Holders of the New Pasqal Shares issuable upon conversion of the Senior Unsecured Convertible Bonds and New Pasqal Shares underlying any Investment Warrants will have the registration rights set forth in the A&R Registration Rights Agreement.
Ranking: The Senior Unsecured Convertible Bonds shall rank senior to the New Pasqal Shares and any other class or series of capital stock of New Pasqal currently existing or hereafter authorized, classified or reclassified by New Pasqal, and junior and subordinated to other unsecured and unsubordinated obligations of the Company.
Bondholders Representative. Holders of the Senior Unsecured Convertible Bonds shall be organized as a group for the representation of their interests (the “Masse”). The Masse shall be governed by the provisions of the French Code de commerce and will act in part through a bondholders representative (representant de la masse) and in part through collective decisions of the Convertible Bondholders, whether by general meetings or written consultations as permitted under Article L. 228-46-1 of the French Commercial Code. Any reasonable and documented costs or expenses incurred by the holders of the Senior Unsecured Convertible Bonds in connection with the operation and consultation of the Masse shall be reimbursed by New Pasqal upon presentation of the relevant invoices.
6
Interest Payments: The Senior Unsecured Convertible Bonds will accrue interest at the rate per annum of 10.0% per annum payable in cash semi-annually. However, if a payment in cash has not been made on a semi-annual payment date, payment on the next semi-annual payment date shall be in PIK at a rate of 12% payable and compounded annually from the last payment date on which a payment in cash has been made.
Liquidation Preference: Upon any liquidation or deemed liquidation event, the holders of Senior Unsecured Convertible Bonds will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount equal to the greater of (i) 100% of the Accrued Value (as defined in the Senior Unsecured Convertible Bonds Terms and Conditions) or (ii) such amount as would have been payable had such Convertible Bond been converted into Ordinary Shares immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event based on the then effective rate of conversion and without giving effect to any applicable limitations on conversion. Thereafter, the holders of Senior Unsecured Convertible Bonds will be entitled to receive their pro rata share of the remaining available proceeds available for distribution to shareholders, on an as-converted to ordinary share basis.
Protective Provisions: For as long as 10% of the Senior Unsecured Convertible Bonds issued as of the Closing are held by Inflection Point Asset Management LLC and certain other holders of the Senior Unsecured Convertible Bonds and their respective affiliates, New Pasqal shall not, without the affirmative vote or action of the Masse (the “Requisite Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Pasqal, or commence or consent to any bankruptcy proceeding relating to the Company; (ii) amend, alter, or repeal any provision of the bylaws, the Senior Unsecured Convertible Bonds Terms and Conditions in a manner that materially and adversely affects the powers, preferences or rights given to the holders of the Senior Unsecured Convertible Bonds; (iii) create or authorize the creation of or issue any other equity security or security convertible into or exercisable for any equity security unless such security ranks junior to the Senior Unsecured Convertible Bonds with respect to its rights, preferences and privileges, or increase the aggregate amount of the Senior Unsecured Convertible Bonds accordingly; (iv) pay any cash dividend or redeem any equity or equity-linked security prior to repayment in full, redemption or conversion of the Senior Unsecured Convertible Bonds into New Pasqal Shares, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of New Pasqal; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Pasqal’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of New Pasqal, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Pasqal; or (vi) incur or guarantee any new indebtedness, including secured and/or senior debt, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Senior Unsecured Convertible Bonds shall not be considered indebtedness for purposes of this calculation. The Company must promptly deliver written notice to the bondholders of the occurrence of any breach or default of the foregoing, each of which shall be considered as an event of default unless, if curable, it has not been cured within five business days of formal notice sent by registered letter with acknowledgement of receipt (lettre recommandée avec accusé de reception) or by bailiff service (notification par commissaire de justice).
Optional Conversion: Each Convertible Bond may be convertible into New Pasqal Shares at any time at the option of the holder at a rate equal to the then-Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, stock splits, combinations, reclassifications and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of New Pasqal Shares at prices less than the conversion price then in effect. In addition, on the date that is six months after the Closing, if the 20-day volume-weighted average price of the New Pasqal Shares is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.80.
Redemption Rights: Unless prohibited by applicable law governing distributions to shareholders, the Senior Unsecured Convertible Bonds shall be redeemable at the option of the Requisite Holders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value. New Pasqal shall elect to settle with (i) cash from distributable amounts in accordance with article L. 232-11 of the French Commercial Code; (ii) cash proceeds from a new issue of equity securities carried out for the purpose of such redemption; (iii) New Pasqal Shares on a price per share basis at least 20.0% lower than the last closing price immediately preceding the issuance of the related redemption notice; or (iv) a combination thereof.
7
Call Rights: Unless prohibited by applicable law governing distributions to shareholders, all or a portion of the Senior Unsecured Convertible Bonds shall be redeemable at the option of New Pasqal commencing any time (i) prior to the first anniversary of the Closing at a price equal to the 150% of the Accrued Value, (ii) on or after the 1st anniversary but prior to the 2nd anniversary of the Closing at a price equal to the 140% of the Accrued Value, (iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing at a price equal to the 130% of the Accrued Value, (iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing at a price equal to the 120% of the Accrued Value, (v) on or after the fourth anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to the 110% of the Accrued Value, or (vi) on or after the fifth anniversary of the Closing at a price equal to the 100% of the Accrued Value.
Investment Warrants: At the closing of the Investment, the Investors will receive Investment Warrants to purchase New Pasqal Shares. The Investment Warrants will be immediately exercisable upon issuance at Closing and will expire five years from the date of Closing. The Investment Warrants include customary cash and cashless exercise provisions. Each Investment Warrant is initially exercisable at $12.00 per New Pasqal Share, subject to the same anti-dilution and other adjustments as the Senior Unsecured Convertible Bonds.
Warrant Redemption: Commencing on the one year anniversary of the Closing, New Pasqal may redeem all outstanding Investment Warrants, in whole and not in part, upon prior written notice of redemption if, and only if, the last reported sale price of the New Pasqal Shares underlying such Investment Warrants equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period, subject to certain conditions.
Inflection Point Designation Rights: In connection with the Investment, Bleichroeder and the Sponsor agreed to provide certain investors (the “IP Investors”) led by Inflection Point Fund I LP (“Inflection Point”), a member of Bleichroeder Manager 2 LLC, the Sponsor’s managing member, the right to designate one individual (the “IP Nominee”) to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal board of directors at the Closing (the “Designation Right”) under the Business Combination Agreement. Each of Bleichroeder and the Sponsor agreed to take all actions within its respective power, including voting (or causing to be voted) any securities of Bleichroeder or New Pasqal over which it exercises voting control, and to exercise all rights it may have under the Business Combination Agreement, any organizational documents, any investor rights or similar agreement, or otherwise, to designate the IP Nominee to the New Pasqal board of directors.
The foregoing description of the Investment is subject to and qualified in its entirety by reference to (i) the full text of the SPA, a copy of which is included as Exhibit 10.5 to this Current Report on Form 8-K, (ii) the full text of the form of Senior Unsecured Convertible Bonds Terms and Conditions, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K, (iii) the full text of the form of Investment Warrants Terms and Conditions, a copy of the form of which is attached as Exhibit 4.2 to this Current Report on Form 8-K, and the terms of each is incorporated herein by reference and (iv) the full text of the A&R Registration Rights Agreement, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of shares of New Pasqal pursuant to the Business Combination Agreement and the SPA is incorporated by reference herein. The securities to be offered and sold in connection with the SPA have not been registered under the Securities Act, in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act.
Item 7.01. Regulation FD Disclosure.
On March 4, 2026, Bleichroeder and Pasqal issued a press release announcing their entry into the Business Combination Agreement and the Investment. The press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
On March 4, 2026, Pasqal issued a press release written in French announcing the completion of a private funding round of €170 million and the signing of the Investment. An English translation of that press release is furnished hereto as Exhibit 99.2 and incorporated by reference into this Item 7.01.
Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Bleichroeder and Pasqal have prepared for use in connection with the Business Combination and the Investment.
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
8
Forward Looking Statements
This Current Report on Form 8-K and certain of the exhibits hereto contain certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of 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.
9
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/Proxy 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.
10
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 2.1†* | Business Combination Agreement, dated as of February 28, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France and Pasqal Holding SAS. | |
| 4.1 | Form of Terms and Conditions of the Senior Unsecured Convertible Bonds. | |
| 4.2 | Form of Terms and Conditions of the Investment Warrants. | |
| 10.1 | Sponsor Support Agreement, dated February 28, 2026, by and among Bleichroeder Sponsor 1 LLC, Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France and Pasqal Holding SAS. | |
| 10.2 | Company Support Agreement, dated February 28, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France, Pasqal Holding SAS, and certain shareholders named therein. | |
| 10.3†* | Form of Lock-Up Agreement. | |
| 10.4 | Form of Amended and Restated Registration Rights Agreement. | |
| 10.5†* | Securities Purchase Agreement, dated March 4, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France, and the purchasers identified on the signature pages thereto. | |
| 99.1 | Press Release, dated March 4, 2026. | |
| 99.2 | Press Release, dated March 4, 2026 (English Translation). | |
| 99.3 | Investor Presentation, dated March 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| † | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request. |
| * | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
11
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 | |||
| Date: March 4, 2026 | By: | /s/ Robert Folino | |
| Name: | Robert Folino | ||
| Title: | Chief Financial Officer | ||
12
Exhibit 99.1
Pasqal, A Global Leader in Neutral Atom Quantum Computing, to Go Public via Business Combination with Bleichroeder Acquisition Corp II
| ● | Co-Founded by Nobel Prize Laureate, Alain Aspect, with deep bench of scientific leaders and intellectual property |
| ● | Pure play neutral atom quantum computing company with 7 quantum computers deployed |
| ● | Trusted by industry leaders with key partnerships including IBM (Pasqal is part of the IBM Quantum Network) and NVIDIA, and key customers such as Sumitomo, LGE and CMA CGM |
| ● | Transaction values Pasqal at $2 billion pre-money and is designed to drive commercialization of Pasqal’s current quantum processing unit offering |
| ● | $200 million of convertible financing anchored by sponsor-affiliated investor Inflection Point, existing Pasqal anchor investor BPIfrance Large Venture and several other new institutional investors |
| ● | The transaction positions Pasqal to accelerate its technology and product roadmap, accelerate achievement of quantum advantage and fault tolerant quantum computing and continue executing on its international growth strategies |
Paris, France & New York, NY– March 4, 2026— Pasqal Holding SAS (“Pasqal”), a global leader in neutral atom quantum computing, and Bleichroeder Acquisition Corp. II (“Bleichroeder”), a SPAC led and backed by Michel Combes and Andrew Gundlach (Nasdaq: BBCQ), announced today that they have entered into a definitive business combination agreement (“BCA”), following the consummation of which the go forward company will operate as Pasqal and is expected to be listed on Nasdaq. The proposed transaction is expected to close in the second half of 2026, subject to customary closing conditions, including regulatory and shareholder approval. As a global leader in neutral atom quantum computing, the deal values Pasqal at $2.0 billion pre-money, and contains $200 million in committed capital via convertible financing, which will allow Pasqal to deliver on its quantum roadmap and technology deployment, accelerate the Company’s efforts in demonstrating quantum advantage and accelerate international commercial and organizational growth.
Michel Combes and Andrew Gundlach, Co-Sponsors of Bleichroeder Acquisition Corp. II, commented: “Pasqal represents the strength of French scientific excellence translated into commercial leadership. Built on Nobel Prize-winning research and supported by France’s deep national commitment to quantum innovation, Pasqal has already deployed quantum computers globally and is delivering real-world capability today. We believe this partnership provides the capital and platform to accelerate Pasqal’s growth as a global leader in neutral atom quantum computing. We are proud to support Pasqal, which combines sovereign European roots with international ambition and the ability to scale to become a global quantum leader.”
Wasiq Bokhari, CEO Pasqal Holding SAS, commented: “Pasqal brings a combination of some of the world’s leading neutral atom quantum computing technology, deep customer traction, commercial scaling and solid sovereign support. This funding gives us the fuel to further cement our leadership in the quantum computing industry as a global shareholder-focused French company.”
Delivering Real-World Quantum Processing Units and Quantum Solutions Today
Pasqal is a global leading quantum technology company pioneering the development of neutral-atom quantum computers for industry, science, and governments worldwide. Built on Nobel Prize-winning research, Pasqal has been designing and building high-performance hardware and cloud-ready software since 2019 to address complex challenges in optimization, simulation, and artificial intelligence. Headquartered in France, Pasqal employs over 275 people including 70 phDs and serves over 25 clients and partners. With deep sovereign backing and other leading international investors, Pasqal is accelerating the adoption of scalable, high-performance quantum computing worldwide. Pasqal’s scientific leadership, commercial traction and a robust growth outlook positions it as a highly attractive public investment opportunity in quantum computing:
| ● | Co-Founded by Nobel Prize Laureate, Alain Aspect, with deep bench of scientific leaders and intellectual property |
| ○ | Alain Aspect, 2022 Nobel Prize Laureate for his work on entangled photons, establishing the violation of Bell inequalities and pioneering quantum information science |
| ○ | Antoine Browaeys, member of the Académie des Sciences, and 2025 John Stewart Bell Prize for his work on quantum simulation of 2D antiferromagnets with hundreds of Rydberg atoms |
| ● | French sovereign backing via equity shareholding and strategic partnerships |
| ● | Pure play neutral atom quantum computing company with 7 quantum computers deployed to date with 3 more in production, representing more quantum computers deployed than any other pure play neutral atom based quantum computing company in the world |
| ● | Delivering quantum computing solutions to enterprises globally |
| ● | Commercially ready neutral atom quantum computing company in the market with approximately 100% revenue growth in 2025 (unaudited) and approximately $80 million in booked and awarded business including grants, representing potential multi-year value customer contracts expected to be realized over time |
| ● | Trusted by industry leaders in critical technology with key partnerships including IBM (Pasqal is part of the IBM Quantum Network) and NVIDIA |
| ● | Currently serving over 25 commercial customers and partners including Sumitomo, CMA CGM, Thales, LGE |
| ● | Ability to ramp up to 13 QPUs per annum across 2 manufacturing facilities in France and Canada, subject to full staffing and parts availability |
Transaction Details
The transaction values Pasqal at a pre-money rollover equity value of $2.0 billion and the combined company at a pro forma enterprise value of approximately $2.0 billion, with a pro forma market capitalization of approximately $2.6 billion. The transaction is expected to provide more than $600 million of gross proceeds to Pasqal, including:
| ● | Approximately $289 million cash held in Bleichroeder’s trust account as of February 28, 2026 (assuming no redemptions and inclusive of deferred underwriting fees of up to $12.25 million); |
| ● | $200 million of convertible financing anchored by sponsor-affiliated investor Inflection Point, existing Pasqal anchor investor BPIfrance Large Venture and several other new institutional investors |
| ● | Approximately $158 million cash on Pasqal’s balance sheet as of February 28, 2026 |
2
Proceeds from the transaction are expected to:
| ● | Support the rapid advancement and commercialization of Pasqal’s core quantum technologies and product offerings. |
| ● | Enable broader and faster realization of practical quantum advantage in real-world applications. |
| ● | Advance the development of scalable, error-corrected quantum computing systems. |
| ● | Drive global market expansion and strengthen operational capabilities worldwide. |
The boards of directors of both Pasqal and Bleichroeder have approved entry into the proposed BCA and the transaction is subject to customary closing conditions, including, among other things, the approval by Bleichroeder shareholders of the business combination and certain other shareholder approvals related thereto, the closing of the concurrent convertible financing transaction and the U.S. Securities and Exchange Commission’s (the “SEC”) completed review of the registration statement on Form F-4 and the receipt of certain other regulatory approvals, and approval by Nasdaq to list the securities of the combined company.
Advisors
Lazard Freres SAS is serving as advisor to Pasqal’s Board. Orrick, Herrington & Sutcliffe LLP (France and US) is serving as legal counsel to Pasqal. Cantor Fitzgerald & Co. is serving as advisor to Bleichroeder. Reed Smith LLP (France and US) is serving 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.
About Pasqal
Pasqal is a leader in the industrialization of neutral-atom quantum computing, transforming Nobel Prize-winning research into real-world solutions for industry, science, and governments. Since its founding in 2019, Pasqal has built high-performance quantum systems and cloud-ready software designed to address complex challenges in optimization, simulation, and artificial intelligence.
Pasqal, headquartered in France, employs over 275 people and serves over 25 clients, including CMA CGM, OVHcloud, Thales, IBM (Pasqal is part of the IBM Quantum Network), Nvidia, and Sumitomo. Backed by more than $300 million in total funding from leading international investors, Pasqal is accelerating the adoption of scalable, high-performance quantum computing worldwide.
About Bleichroeder
Bleichroeder Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Media Contact
Suzanne Ciechalski
sciechalski@soleburystrat.com
845-505-1040
3
Forward-Looking Statements
Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 convertible 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 BCA, 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 and to 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.
4
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 (the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, 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 press release 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.
5
Exhibit 99.2
Pasqal is entering a new phase of development with new financing expected of at least €340 million, in anticipation of its public listing.
Palaiseau, March 4, 2026
Pasqal Holding SAS (“Pasqal”), a France-headquartered company, and a global leader in quantum solutions based on neutral atom technology, announces, for at least EUR 340 million, the completion of a EUR 170 million private funding round and a committed convertible financing of approximatively EUR170 million (USD200 million) in connection with the business combination, as a first step toward its plan to pursue a dual listing on The Nasdaq Stock Market LLC (“Nasdaq”) and on Euronext N.V. Paris (“Euronext”). An initial Nasdaq listing is planned for 2026, and preparatory work for an Euronext listing will begin in parallel, targeting a listing in 2026 or 2027. In connection with the operation, Pasqal intends to consummate a business combination with Bleichroeder Acquisition Corp. II, a special purpose acquisition company, pursuant to which Pasqal would become a publicly listed company. This transaction values Pasqal at $2 billion1. It also marks a decisive milestone in its development and confirms its position as a leader in the global quantum industry.
Funding to support Pasqal’s development in and for France
The funds raised, along with the capital from the upcoming listing, for an expected total of at least EUR 340 million, will be primarily invested in Pasqal’s infrastructure in France, particularly to accelerate research and development and strengthen the industrial capabilities of the company, based in Palaiseau (91). In France, Pasqal’s plans include doubling its production capacity within 24 months, ramping up its workforce by nearly 20% with 50 new hires over the next 18 months, and investing heavily in R&D to develop an advanced fault-tolerant quantum computer by the end of the decade.
The funding round brings together a group of leading international investors, comprising technology players, industrial companies, and institutional investors including Parkway, Quanta Computer, LG Electronics and CMA CGM. The European Innovation Council Fund, Temasek, Saudi Aramco Entrepreneurship Ventures and ISAI continue their commitment alongside the company.
Bpifrance, a shareholder in Pasqal since 2021, maintains a strategic long-term role in the capital structure while continuing its involvement in the company’s governance, notably on its board of directors.
| 1 | Post-money from the private fundraising and pre-money from the private placement, excluding any future amounts raised as part of the transaction with Bleichroeder Acquisition Corp II. |
| 1 | |
 |
Reaffirmed French governance and French anchoring
The anticipated governance of the post-business combination company will include the appointment of a new non-executive Chair of French nationality. The governance structure has been designed in close collaboration with the company’s shareholders, and will reflect Pasqal’s commitment to consolidating its French roots while expanding internationally. The company is expected to remain a French legal entity, with its headquarters in Palaiseau.
About Pasqal
Pasqal is a leader in the industrialization of neutral-atom quantum computing, transforming Nobel Prize-winning research into real-world solutions for industry, science, and governments. Since its founding in 2019, Pasqal has built high-performance quantum systems and cloud-ready software designed to address complex challenges in optimization, simulation, and artificial intelligence.
Pasqal, headquartered in France, employs over 275 people and serves over 25 clients, including CMA CGM, OVHcloud, Thales, IBM (Pasqal is part of the IBM Quantum Network), Nvidia, and Sumitomo. Backed by more than USD 300 million in total funding from leading international investors, Pasqal is accelerating the adoption of scalable, high-performance quantum computing worldwide.
About Bleichroeder
Bleichroeder Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Media Contact
Taddeo
teampasqal@taddeo.fr
+ 33 6 28 51 03 36
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would,” “future,” “outlook,” “seem,” “seek” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Pasqal has based these forward-looking statements on current expectations and projections about future events. These statements include, among other things: Pasqal’s use of proceeds from its capital raising transactions and expectations with respect to future raises; Pasqal’s expectations concerning its production capacity, workforce, employees and investments; Pasqal’s expectations relating to the business combination, its plan to pursue a dual listing and timing thereof and the convertible financing; Pasqal’s research and development expectations; Pasqal’s expectations relating to its governance and maintenance of status as a French legal entity; Pasqal’s expectations concerning relationships with strategic partners, investors, and other third parties.
| 2 | |
|
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on 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 of which are beyond the control of Pasqal.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause Pasqal’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that Pasqal is pursuing an emerging technology, faces significant technical challenges and 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; the potential need for additional future financing; 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; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company; the possibility that required regulatory approvals for the proposed business combination are delayed or are not obtained, which could adversely affect the combined company or the expected benefits of the proposed business combination; the risk that shareholders of Bleichroeder could elect to have their shares redeemed, leaving the combined company with insufficient cash to execute its business plans; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, including failure by Bleichroeder to receive stockholder approval of the business combination;; the outcome of any legal proceedings or government investigations that may be commenced against Pasqal or Bleichroeder; failure to realize the anticipated benefits of the proposed business combination and financing transaction; the ability of Bleichroeder or the combined company to issue debt, equity or equity-linked securities in connection with the proposed business combination or in the future; and other factors described in Bleichroeder’s filings with the SEC. Additional information concerning these and other factors that may impact such forward-looking statements can be found in filings and potential filings by the Company, Bleichroeder or the combined company resulting from the proposed business combination with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, these statements reflect the expectations, plans and forecasts of Pasqal’s or Bleichroeder’s management as of the date of this press release; subsequent events and developments may cause their assessments to change. While Pasqal and Bleichroeder may elect to update these forward-looking statements at some point in the future, they specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon these statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. 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.
| 3 | |
|
Additional Information About the Proposed Transaction and Where to Find It
Additional information about the business combination, including a copy of the business combination agreement will be filed by Bleichroeder in a Current Report on Form 8-K with the SEC. The proposed business combination will be submitted to shareholders of Bleichroeder for their consideration. Bleichroeder intends to file a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which will include preliminary and definitive proxy statements to be distributed to Bleichroeder’s shareholders in connection with Bleichroeder’s solicitation of proxies for the vote by Bleichroeder’s shareholders in connection with the proposed business combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Pasqal’s shareholders in connection with the completion of the proposed business combination. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Pasqal stockholders and Bleichroeder shareholders as of the record date established for voting on the proposed business combination. Before making any voting or investment decision, Bleichroeder and Pasqal shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Bleichroeder in connection with the proposed business combination, as these documents will contain important information about Bleichroeder, Pasqal and the proposed business combination. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Bleichroeder with the SEC, without charge, at the SEC’s website located at www.sec.gov.
Participants in the Solicitation
Bleichroeder, Pasqal and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Bleichroeder’s shareholders in connection with the proposed business combination. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Bleichroeder’s shareholders in connection with the proposed business combination will be set forth in a proxy statement/prospectus when it is filed by Bleichroeder with the SEC. You can find more information about Bleichroeder’s directors and executive officers in Bleichroeder’s final prospectus related to its initial public offering filed with the SEC on January 8, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This press release 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 of 1933, as amended, or exemptions therefrom. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
| 4 | |
|
Exhibit 99.3
Defining The Quantum Reality March 2026
Disclaimer These materials are provided for informational purposes only and have been prepared to assist interested parties in making their own evaluation with respect to a business combination (the “Potential Transaction”) between Pasqal Holding SAS (“Pasqal”) and Bleichroeder Acquisition Corp. II (“Bleichroeder”) and related transactions and for no other purpose. These materials contain material non - public information, are confidential and proprietary to Pasqal and Bleichroeder, and are being furnished solely to Potential Transaction counterparties (collectively, the “Recipients” and each, a “Recipient”) solely to facilitate their consideration and evaluation of the Potential Transaction and remain subject to any Confidentiality Agreement or similar agreement entered into by each Recipient with Pasqal or Bleichroeder. By accepting this presentation, each recipient acknowledges and agrees (a) to keep this presentation confidential and to use any materials and information contained herein solely in connection with evaluating Pasqal, Bleichroeder, and their respective affiliates with respect to the Potential Transaction and otherwise in accordance with these terms and applicable law, including federal and state securities laws and (b) that all of the information contained herein is confidential and proprietary information of Pasqal and Bleichroeder. Each recipient agrees that it will not disclose this presentation or the materials and information contained herein to any person or entity other than its directors, officers and employees who are directly involved in the consideration of the Potential Transaction, have a need to know such materials and information, have been informed of the confidential nature of the materials and information and will use such materials and information only in connection with its evaluation of Pasqal, Bleichroeder and the Potential Transaction and will keep such materials and information confidential. The recipient agrees to be responsible for any breach of this disclaimer by its representatives. The information provided herein is not all - inclusive, nor does it contain all information that may be desirable or required in order to properly evaluate the Potential Transaction discussed herein. Each recipient shall rely on its own independent analysis to assess the accuracy and completeness of all materials and information contained herein, including with respect to legal, tax and accounting. The information presented in these materials has been developed internally and/or obtained from sources believed to be reliable; however, none of Pasqal, Bleichroeder or their respective subsidiaries and affiliates, directors, officers, employees, representatives, consultants, legal counsel and/or agents (as to any person or entity, its “Representatives”) guarantees nor makes any representation or warranty, express or implied, as to the accuracy, adequacy, timeliness or completeness of such information or any oral information provided in connection herewith, or any data such information generates, accepts no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information and assumes no responsibility for independent verification of such information. Pasqal, Bleichroeder and each of their Representatives expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Without limiting the generality of the foregoing, no audit or review has been undertaken by an independent third party of the financial assumptions, data, results, calculations and forecasts contained, presented or referred to in this document. Without limitation of the foregoing, none of Pasqal, Bleichroeder or their respective Representatives undertakes any obligation to update or provide additional information to a Recipient concerning a Potential Transaction or to correct or update any of the information set forth in these materials. This presentation speaks as of the date hereof and shall not be deemed to be an indication of the state of affairs of, or the absence of any change or development in, Pasqal or Bleichroeder at any other point in time. Each Recipient acknowledges that the materials may include unaudited financial information and statistical and other industry and market data obtained from industry publications and research, surveys, studies and other similar third - party sources, in each case which may include certain adjustments thereto and which may be based on various estimates and assumptions that have not been independently verified. 2
Disclaimer (Continued) 3 All statements other than statements of historical facts contained in this presentation are forward - looking statements. Forward - looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward - looking statements are based on the current expectations of Bleichroeder and/or Pasqal’s management and are subject to various known and unknown risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward - looking statements. These statements include, among other things, statements regarding future events, the Potential Transaction between Bleichroeder and Pasqal, the estimated or anticipated future results and benefits of the combined company following the Potential Transaction, including the likelihood and ability of the parties to successfully consummate the Potential Transaction, future opportunities for the combined company, the committed PIPE financing, Pasqal’s use of proceeds from its capital raising transactions and expectations with respect to future raises; Pasqal’s expectations concerning its production capacity, workforce, employees and investments; Pasqal’s expectations relating to the Potential Transaction, its plan to pursue a dual listing and timing thereof; Pasqal’s research and development expectations; Pasqal’s expectations relating to its governance and maintenance of status as a French legal entity; Pasqal’s expectations concerning relationships with strategic partners, investors, and other third parties; and other statements that are not historical facts. Nothing in these materials is, or shall be relied on as, a promise or representation as to future performance. Any projections, forecasts and other estimates contained in these materials are for illustrative purposes only, based on various assumptions that may or may not accurately reflect future developments, and involve known and unknown risks and uncertainties that may cause actual results to differ materially from those reflected in these materials. Past performance is not indicative of future results and no representation or warranty, express or implied, is made as to the accuracy of any such projections, forecasts or other estimates. Changes in assumptions may have a material impact on the information included in these materials. Any forward - looking statements speak only as of the date they are made and each of Pasqal and Bleichroeder assumes no duty to and does not undertake to update forward - looking statements. These materials do not purport to set forth all of the terms and conditions of any Potential Transaction or to contain all of the information that a prospective investor may desire or require in its consideration of any Potential Transaction. The information presented in these materials is not guaranteed as to accuracy, does not purport to be complete and should not be used to form the basis of, be relied upon for, any investment decision. These materials shall be superseded in all respects by the disclosures, terms and conditions contained in the definitive disclosure or purchase documents, as applicable, and related information and documentation, if, as and when made, which may differ materially from the information presented in these materials. None of Pasqal, Bleichroeder or any of their respective Representatives makes any representation or warranty, express or implied, regarding the legal, tax or accounting impact of any prospective investor’s investment in any Potential Transaction or any other matter described herein. By accepting delivery of these materials, each Recipient will be deemed to acknowledge and agree to the matters described above. If you are not the intended recipient of this document, please delete and destroy all copies immediately. This presentation also contains estimates and other statistical data made by independent third parties and by Pasqal and Bleichroeder relating to market size and growth and other data about Pasqal’s industry. This data involves a number of assumptions and limitations, and each recipient is cautioned not to give undue weight to such estimates and other statistical data. The information contained in the third - party citations and websites referenced in this presentation is not incorporated by reference into this presentation. In addition, projections, assumptions and estimates of Pasqal’s future performance and the future performance of the markets in which Pasqal operates are necessarily subject to a high degree of uncertainty and risk. For a description of certain risks relating to Pasqal, including its business and operations, and to the Potential Transaction, please refer to “Risk Factors” at the end of this presentation.
Disclaimer (Continued) 4 Additional Information About the Potential Transaction and Where to Find It Additional information about the Potential Transaction, including a copy of the business combination agreement will be filed by Bleichroeder in a Current Report on Form 8 - K with the SEC. The Potential Transaction will be submitted to shareholders of Bleichroeder for their consideration. Bleichroeder intends to file a registration statement on Form F - 4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), which will include preliminary and definitive proxy statements to be distributed to Bleichroeder’s shareholders in connection with Bleichroeder’s solicitation of proxies for the vote by Bleichroeder’s shareholders in connection with the Potential Transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Pasqal’s shareholders in connection with the completion of the Potential Transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to Pasqal shareholders and Bleichroeder shareholders as of the record date established for voting on the Potential Transaction. Before making any voting or investment decision, Bleichroeder and Pasqal shareholders and other interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto and, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC by Bleichroeder in connection with the Potential Transaction, as these documents will contain important information about Bleichroeder, Pasqal and the Potential Transaction. Shareholders may obtain a copy of the preliminary or definitive proxy statement/prospectus, once available, as well as other documents filed by Bleichroeder with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to Bleichroeder, 1345 Avenue of the Americas, Fl 47, New York, NY 10105. Participants in the Solicitation Bleichroeder, Pasqal and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from Bleichroeder’s shareholders in connection with the Potential Transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of Bleichroeder’s shareholders in connection with the Potential Transaction will be set forth in a proxy statement/prospectus when it is filed by Bleichroeder with the SEC. You can find more information about Bleichroeder’s directors and executive officers in Bleichroeder’s final prospectus related to its initial public offering filed with the SEC on January 8, 2026. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests will be included in the proxy statement/prospectus when it becomes available. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources described above. No Offer or Solicitation This presentation does not constitute an officer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration of qualification under the securities laws of any such jurisdiction. This presentation 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 of 1933, as amended, or exemptions therefrom. Investment in any securities described herein has not been approved by the U.S. Securities and Exchange Commission (the “SEC”) or any other regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense.
Disclaimer (Continued) 5 Note Regarding Trademarks Pasqal, the Pasqal logo, and other registered or common law trade names, trademarks, or service marks of Pasqal appearing in this presentation are the property of Pasqal. This presentation contains additional trade names, trademarks, and service marks of other companies that are the property of their respective owners. Solely for convenience, Pasqal’s trademarks and trade names referred to in this presentation appear without the ® and TM symbols, but those references are not intended to indicate, in any way, that Pasqal will not assert, to the fullest extent under applicable law, its rights, or the right of the applicable licensor, to these trademarks and trade names.
A Global Leader In Neutral Atom Quantum Computing INVESTORS AND PARTNERS TRUST US Founded in 2019 by Nobel Laureate Raised $300M+ to date 275+ people globally with deep bench of 70+ PhDs 86 patents (1) (53 hardware and 33 software patents) Offices/presence in France, US, Canada, KSA, S. Korea Established & Global Quantum Innovator Delivering QPUs Today Scaled Commercial Capability Delivering Real Business Results Today Modular commercial analog QPUs capable of delivering enterprise solutions today QPU efficient for fault tolerant quantum computing (“FTQC”) 1,000+ trapped atoms 200+ logical qubits anticipated by 2029 Expected to demonstrate Quantum Advantage published by end of Q1’2026 7 QPUs in operation over 3 continents 3 QPUs in production 2 QPU manufacturing facilities operational; France and Canada Pasqal can ramp up to 13 QPUs per annum subject to full staffing and parts availability Our systems operate in standard data centers and do not require special cryogenic systems Partners include IBM (2) , Nvidia, Google & Microsoft 40+ clients/partners 25+ commercial use cases spanning 35+ customer engagements 640+ qubits sold to date $80M+ booked and awarded business including grants as of Dec - 2025 Significant growing revenue Pasqal builds and delivers industry - ready neutral atom quantum processing units (“QPUs”) that transform cutting - edge scientific breakthroughs into real - world business solutions across multiple industries 6 (1) Includes pending patents. (2) Pasqal is part of IBM Quantum Network. (2) IBM
Pasqal To Go Public In Partnership With Bleichroeder 7 (1) Cash - in - trust as of February 28, 2026. (2) Includes over $200 million raised in Merlin Labs and over $200 million raised in Pasqal. Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ), a SPAC led and backed by Michel Combes and Andrew Gundlach, is a special purpose acquisition company with $288.8M cash - in - trust (1) Bleichroeder’s unique competitive edge: Seasoned team with decades of combined public and private investing, M&A and capital markets structuring, public company executive and board experience Repeat sponsor team having worked on Merlin Labs in partnership with sponsor - affiliated Inflection Point Focused on thesis - led, public ready companies that are poised for growth in partnership with the public markets Bleichroeder and Pasqal Michel Combes will serve as Lead Independent Director of Pasqal at the closing of the business combination Bleichroeder team to continue to serve in board and advisory appointments Raised over $200 million of capital for each of the two target companies ( 2 ) in first 2 SPAC transactions Leading developer of neutral atom quantum processing units French sovereign backed 40+ clients/partners, including IBM, NVIDIA, Sumitomo and CMA CGM 25+ commercial use cases spanning 35+ customer engagements
8 Pasqal Leadership And Founding Team Dr. Georges - Olivier Reymond Chief Strategic Alliances Officer & Co - Founder Prof. Antoine Browaeys Co - Founder & Scientific Lead 2025 John S. Bell Prize Prof. Alain Aspect Co - Founder & Chairman of Pasqal’s Scientific Advisory Board 2022 Nobel Prize Laureate in Physics Pasqal founding team created neutral atom technology, believed to be one of the most scalable technology in quantum computing 1982: Nobel Prize experiment demonstrating experimentally entanglement by Prof. Alain Aspect 2001: First experimental demonstration of a trapped neutral atom by Dr. Georges Olivier Reymond 2009 - 2018: First Rydberg Blockade & Quantum simulations by Prof. Antoine Browaeys Wasiq Bokhari Chief Executive Officer Loïc Henriet Chief Technology Officer Leadership Founding Team
9 The Quantum Industry’s Path To Fault Tolerant Quantum Computing Industry Sector Key Milestones & Adoption Activities Finance Early adopters in portfolio optimization and risk modeling — such as major global banks — are moving from theory to utility - scale experiments. Life Sciences Use molecular docking and target ID to refine drug candidates before costly simulations. Chemicals/ Materials Use of Quantum Evolution Kernels (QEK) and analog simulators to model battery cathode materials . Logistics/ Mobility Route optimization for maritime and aviation. Early "hybrid" solvers are being tested for real - time traffic management. PHASE I: The "Quantum Utility" Era (2024 – 2026) Focus: Hybrid classical - quantum algorithms and error mitigation. Industry Sector Key Milestones & Adoption Activities Finance Transition to Quantum - enhanced Machine Learning (QML) for fraud detection. Aerospace and Automotive Physics - Informed Machine Learning is enabling practical Navier – Stokes solutions for fluid dynamics, from wing design to crash simulations. Energy & Utilities Grid - scale optimization. Quantum algorithms assist in the stability of renewable energy grids and the optimization of gas - to - liquid chemical processes. Advanced Materials Discovery of magnetic materials, designed entirely in a virtual quantum environment before lab synthesis. PHASE II: The "Quantum Advantage" Era (2027 – 2030) Focus: High - fidelity analog and logical qubits and the first "Broad - Scale" commercial impacts. PHASE III: The "Fault - Tolerant" Era (2031 – 2035+) Focus: universal Quantum Computers (10,000+ logical qubits) and "Deep Pharma" discovery. Industry Sector Key Milestones & Adoption Activities Pharma Full de novo drug discovery. Quantum computers can potentially cut drug development timelines by years. Agriculture/ Energy Allows for the creation of synthetic fertilizers without the energy - intensive Haber - Bosch process. Cybersecurity Post - Quantum Cryptography (PQC) becomes a mandatory enterprise standard. Climate Tech Precision carbon sequestration modeling and high - accuracy global weather forecasting. Pasqal is delivering and monetizing Phase I and expecting to deliver and monetize Phase II and III. Note: Based on management's reasonable estimates and assessment.
Our Technology And Product Roadmap Orion HARDWARE R&D COMMERCIAL HARDWARE PRODUCTS ON - PREM & CLOUD Physical qubits per QPU Logical qubits Logical fidelity 95% 98% 99,9% 99,9999% ALGORITHM & ACCELERATED LIBRARIES Beta 100+ qubits Alpha 100+ qubits Gamma 140 – 200+ qubits Vela 200+ qubits First QA Centaurus Analog & Early FTQC Lyra Analog & Impactful FTQC Open - source libraries Quantum application 2022 2023 2024 2025 2026E 2027E 2028E 2029E Break - even MegaQuOps 2 20 200 QA on Quantum Matter QA on Materials, Optimization & ML Optimization applications Specialized libraries for Q Simulation, Optimization and Graph ML GML apps Digital FTQC SDK and applications 10+ PIC enabled parallel 1Q gates 100+ PIC enabled parallel 2Q gates Hybrid Quantum/Classical computing Slurm integration Hybrid programming model development Low - latency HW co - location 200 1,000 10,000 - 50,000 10 Note: Based on management’s reasonable estimates with respect to product research and development.
Neutral Atoms: A Cost - Effective Technology For Scalable Quantum Computing *Indicative understanding of the technology Cost Ions Neutral atoms # qubits • Thanks to room - temperature, neutral - atom consume less energy and can be deployed on - site at lower cost Super conducting Photonic Cost Of Machines (BOM Costs)* Infrastructure Capex + Operating Costs* Cost of the infrastructure + Energy to support machines • Compared to other technologies, neutral atoms and ions are easier to stabilize mechanically, thermally & electromagnetically • Cost per qubit for neutral atoms is less than other technologies Cost by QPU Neutral atoms Ions Photonic Super conducting 11
Large Market Opportunity For Pasqal Solutions 12 Quantum Market Opportunity (1) • Quantum computing presents a projected $700 - $800 billion market opportunity from 2035 - 2040 • End markets span across financial services, global energy, travel, transportation and mobility, healthcare, among others Portfolio Optimization $80B Supply Chain Opt. $30B Route Optimization $40B Drug Discovery $80B New Materials Design $60B Cryptography $90B Optimization Security 2040 Projected Market $200B $230B $190B $70B $30B $720B Incremental Use Cases Qubits Pasqal Product Optimization 100+ with upgrade optionality Orion Alpha Optimization 100+ with upgrade optionality Orion Beta Optimization 140 - 200+ Orion Gamma QA in Materials First QA by Q1 2026 (2) Vela Alpha QA in Materials, and Optimization Analog & Early FTQC by 2028 (2) Centaurus QA in Materials, Optimization, and ML Analog & Impactful FTQC by 2029 (2) Lyra (1) Source: Global Quantum Intelligence (GQI). (2) Based on management's reasonable estimates with respect to product research and development. Financial Services (1) Life Sciences & Pharma (1) Advanced Materials & Energy (1) Logistics & Transport (1) Cross - Sector Applications (1) Machine Learning Fraud Detection $80B Drug Discovery $120B New Materials Design $60B Route Optimization $40B Supply Chain Opt. $30B
13 Pasqal’s GTM Strategy HOW WE SELL Direct Sales of QPUs and cloud hours to enterprise, HPC, supercomputing and research customers Indirect sales through Microsoft Azure and Google Cloud for cloud hours to enterprise and research customers Ecosystem partners (e.g. CapGemini, BCG, Tata) integrate/resell Pasqal’s quantum capabilities as part of broader solution deployments WHY IT WORKS Dedicated Access: enterprise customers deploy in their own data centers Low Barrier To Entry : cloud access provides easier access and lowers capital expenditures Business Relevance: differentiated catalog of existing use cases for various industries Scalability And Compatibility: integration with existing workflows WHAT WE SELL Quantum Processor Units (QPUs) on - premises deployments to HPC and supercomputing datacenters Cloud access to QPUs (QCaaS) via Pasqal’s private cloud, Google Cloud or Microsoft Azure to enterprise and R&D community Quantum Solutions: Enterprise software solutions on real quantum hardware to accelerate business impact
14 A Pioneer In Quantum Solutions Offerings ENERGY & UTILITIES Energy generation, Oil & Gas: Various upstream, midstream and downstream use cases Energy management: Optimize grid operations and smart distribution Advanced materials: Speed up next - gen batteries and energy storage Renewable innovation: Improve renewable energy design, storage solutions to drive sustainability We have identified 25+ use cases in multiple industry verticals Portfolio optimization: Optimize portfolio allocation Risk modeling : Early detection of risk profile changes € $ FINANCIAL SERVICES Materials science : Accelerate material discovery with atomic structure modeling, material simulations Energy transition : Optimize battery modeling, and low - carbon fuels Small molecule pharmaceuticals : Modeling of toxicity and water binding of small molecule drugs HIGH VALUE MATERIALS & CHEMICALS LOGISTICS & MOBILITY Network optimization: Optimize routes and reduce congestion Energy transition : Optimize battery modeling, and low - carbon fuels Aerodynamic design : Accelerate aircraft aerodynamic optimization
15 Quantum Computing Is The Third Pillar Of The Future Of HPC: CPU+GPU+QPU Based Computation VISUALISATION OF A HYBRID FUTURE HPC WORKFLOW CPU GPU CPU GPU QUANTUM HPC workflows combine multiple types of specialized computing resources: Quantum computing will be one of them Complex challenges will be addressed through an iterative, hybrid process that leverages quantum, AI and classical computing The Cloud provides the essential infrastructure to integrate quantum & classical workflows, closing the gap between current HPC systems and next - generation hybrid computing solutions QUANTUM 15
First - of - its - kind collaboration in Quantum Computing to combine neutral atom and superconducting modes Long - term collaboration around software innovation and integration for quantum - centric supercomputing Start of commercial co - sales 16 Key Partners Accelerate and Support Scalable Quantum Adoption Pasqal QPUs integrated as backends in NVIDIA CUDA - Q, the open - source platform for accelerated quantum supercomputing Pioneer in the adoption of NVIDIA NVQLink , the open reference platform architecture for the tight integration of quantum hardware with state - of - the - art accelerated computing Partnership extension with Microsoft Azure to allow wider accessibility of quantum technology through the Azure cloud Reduce costly infrastructure barriers for companies wanting to use Pasqal’s QPU, by leveraging the flexible, pay - as - you - go model of Google Cloud BLUE - CHIP TECHNOLOGY PARTNERS IBM Cementing leadership through strategic collaborations with global tech leaders (1) Pasqal is part of IBM Quantum Network. (1)
Pasqal Has The Software Approach To Win The Market User Applications The front - end where users design, develop, and submit quantum programs along with specifying computational resources Resource Coordination "Middleware" that coordinates the hybrid execution environment - the bridge between classical HPC (or cloud), AI and QC QPU The core quantum engine - Manages quantum processing, control, and measurement SIMPLIFIED STACK Quantum Applications Quantum SDKs Neutral Atom Programming API – QPU runtime – Operating system – Electronics 17 • Pasqal accelerates quantum development by providing a full - stack environment – from SDKs to applications • The product enables scalable experimentation with standardized APIs and QPU interfaces • Rapidly deployable with proven use cases Key Takeaways 21% 26% 42% 11% 18% 9% 45% 27% Qubit Numbers and Register - Related Technologies QPU Operations – Fidelity and Flexibility Quantum Error Correction and Next - Gen Technologies Industrialization Optimization Quantum Simulation and Materials Quantum Machine Learning Infrastructure and Quantum Software 53 Hardware 33 Software 86 Total Patents (1) Includes pending patents. (2) Pasqal is part of IBM Quantum Network. (1) Integration with HPC and Cloud – hybrid runtime environment (2) IBM
18 Our Quantum + AI Approach Is A Competitive Advantage (1) Source: Global Quantum Intelligence (GQI). AI Trained On Quantum Data Solving Differential Equations With AI Quantum - Enhanced Graph Machine Learning Quantum Feature Maps For AI Pasqal: The Industrial Quantum AI Engine We Are Not Just Building A Quantum Computer We are building a proprietary Operating System for Quantum AI and Materials While competitors focus on universal gate - based computing (which tries to force all quantum physics into logical gates), our analog architecture natively mimics the physical laws of nature while preserving our ability to deliver state of the art logical gate - based computing Native analog architecture eliminates the computational overhead of gate - based systems, delivering hardware - native solutions today (1)
$16.4 $17.9 $17.9 $19.6 $26.1 Dec - 24 Mar - 25 Dec - 25 Jun - 25 Commercial Sep - 25 Grant 19 Commercial Revenue Growth Since 2024 Creates Foundation To Drive Scale And Future Growth ~1.60x Revenue Growth Expected To Be Well Capitalized To Deliver Our Roadmap $610.7 Current Cash on Hand Public with SPAC Cash on Hand ($M) $452.8 (2) (1) Current cash on hand as of 2/28/2026. Revenue and current cash on hand both booked as Euro. Figures converted to USD based on EUR / USD conversion rate of 1.1826 as of 2/28/2026. LTM revenue numbers are unaudited, based on management estimates. (2) Includes $288.8M from SPAC Trust (inclusive of deferred underwriting fees of up to $12.25M), $200M expected convertible financing less $36M of transaction expenses. Does not reflect potential SPAC redemptions. LTM Revenue ($M) $157.8 (1) (1) $80M+ Booked and Awarded Business including Grants as of Dec - 2025 10 QPUs in Operation and Production 20+ Quantum Solutions Contracts in Booked and Awarded Business including Grants as of Dec - 2025
20 Commercialization Levers To Drive Growth (1) Expanding Beyond The Home Market To A Global Presence Enterprise - Grade Ready QPU & Manufacturing Capabilities Scaling Quantum Computing As A Service (QCaaS) Build a broader commercial presence across Europe, U.S., GCC and Asia Pacific with new regional teams and ongoing collaborations Expand cloud - based quantum access and accelerate QCaaS adoption using enterprise - ready applications and QPU emulation Standardize QPU deployments and scale manufacturing to support growing demand and HPC performance needs Shift from ad - hoc outreach to structured enterprise sales with tailored strategies and deeper engagement across HPC centers and universities Transition From Opportunistic To Enterprise Standard Sales Processes QCaaS + Quantum Data As A Service (QDaaS) Quantum Advantage (QA) Inflection Point Target industrial quantum advantage in materials science with impactful QA demonstrations planned by the end of Q1 2026 Deliver quantum - embedded data — unavailable through classical methods — to unlock new insights in catalysis, corrosion, and memory materials (1) Phase 3 is not reflected in the business plan.
Investment Highlights Strong transaction dynamics including attractive valuation, strong management, and blue - chip partners and investors Significant intellectual property foundation with 86 patents, founded by Nobel prize - winning scientist and over 70 international PhDs on staff Commercial stage business with global, blue - chip customers and approximately $80 million in booked and awarded business including grants as of December 2025 Expected total addressable market of $720B by 2040 (1) unlocking new performance and discovery milestones across complex industries Pasqal’s neutral atom architecture is believed to be one of the most scalable quantum technologies that integrates across the full stack of hardware, software and cloud Scalable business plan offering both hardware and cloud models, allowing the potential for low - friction customer entry, cross sell, upsell and upgrades over time 1 2 3 4 5 6 21 (1) Source: Global Quantum Intelligence (GQI). (2) Includes pending patents. (2)
Technology
Fundamental Advantages Of Neutral Atom Technology SCALABILITY No major roadblocks anticipated in the near - term to scale the qubit count to 10,000 qubits and beyond, following our roadmap (1) DUAL DIGITAL - ANALOG MODES The dual analog - digital capability, offers the opportunity of near - term value with analog while developing FTQC UNIFORMITY AND QUALITY Because our qubits are atoms, they are inherently identical and free from fabrication defects, enabling long coherence times HYBRID QUANTUM - CLASSICAL ARCHITECTURES Integration alongside classical hardware for scalable solutions ROOM TEMPERATURE & LOW ENERGY CONSUMPTION No cryogenics required. The system operates at room temperature, significantly reducing power consumption 23 (1) Based on management’s reasonable estimates with respect to product research and development.
0 100,000 Neutral atoms ~3 - 6k Super conducting ~100 - 200 Trapped ions Estimated max number of qubit without need of QPU interconnect ~100k 1995 2000 2005 2010 2015 2020 2025 0.001 0.01 0.1 Ions Superconducting Neutral atoms Neutral atoms are well fitted for scaling up Fidelities are closing the gap with competitors 24 We Believe Neutral Atoms Are Best - Suited To Reach Broad Quantum Advantage And FTQC At Scale 2027
Hardware Modular & Rapid Innovation Pasqal customers can customize, improve, and future - proof solutions to match their needs Qubit number upgrade Noise reduction Digital gates Error correction Addressability QPU 25 Modular and Upgradable Systems for Future - Proofed Excellence Pasqal’s modular hardware architecture enables clients to tailor qubit count, noise performance, addressability, among others to enhance and simplify the user experience
Integrated Photonics Drive Performance And Scalability Of Pasqal QPUs We believe our core architectural strength is our ability to leverage integrated photonics for future digital machines, which we expect will increase scalability and performance while reducing footprint. With a dedicated team of 28 people working on this solution, we believe we are positioned to be a leader in the industry when it comes to this approach x UNLOCK HARDWARE CAPABILITIES ▪ High - speed modulators ▪ Low noise laser sources ▪ Low noise amplifiers ▪ Filters Compatible with scaling the technology beyond 10,000's qubits x REDUCE QPU INTEGRATION COMPLEXITY ▪ Simplify engineering of complex optical systems ▪ Facilitate industrialization (compacity, reduced alignment, large scale production) Future Architecture: PICs (future generations) Current Architecture: Bulk (Orion Generation) The Optical Shrink Scaling via Photonic Integrated Circuits (PICs) PICs enable R&D and Production to: 26 50x Size Reduction
Commercial Strategy And Applications
Pasqal Delivers Commercially Ready Neutral Atom QPUs Already deployed within HPC (Supercomputing) Data Centers 25+ use cases realized with Orion alpha in 2024 - 2025 Accessible via the Cloud Cloud DistriQ Canada Aramco KSA 2026 Cineca Italy Recent Deliveries 2025 28
29 In - House Manufacturing Capabilities Is Foundational To Our Success Pasqal’s Investment in Infrastructure and Processes Enables Delivery of up to 13 Quantum Computers per Annum Subject To Full Staffing and Parts Availability Expected Production Capacity Based On QPU Type Total Capacity Total Capacity 13 (1) All capacity numbers represent target throughput range. QPU Productions (1) QPU Type 3 – 4 On - Premise 7 – 8 Cloud 2 R&D 13 13
30 Trapped Ions (e.g. IonQ/Quantinuum) Superconducting (e.g. IBM/Rigetti) Pasqal (Neutral Atoms) Feature Magnetic Traps (Hard to shuttle ions across large chips) Physical Wires (Complex fabrication; difficult to wire thousands of qubits) Optical (Light) (No physical wiring; qubits are created by lasers) Scaling Mechanism 36 - 56 (Lower count; harder to scale) 133 (Heron) (High count but scaling slows) 250+ (Fresnel) (High count, rapidly scalable) Qubit Count (Today) All - to - All (Excellent, but limited by qubit count) Low (Nearest Neighbor) (Limited; requires massive overhead to solve problems) High / Native (Ideal for complex Industrial Optimization) Connectivity Varies (Complex optical / vacuum requirements) 25 Milli - Kelvin (Deep Cryo; massive energy consumption) Room Temperature (Lower energy cost) With 4K, 1000+ atoms demonstrated Energy Efficiency Cloud Enterprise (Financial & General) Cloud Generalist (Research & Development) Sovereign, Enterprise (On - Premise: Aramco, EuroHPC. Cloud: Enterprise and R&D) Strategic Focus The Pasqal Hardware Advantage While Competitors Struggle with Wiring and Cryogenics, Pasqal Scales Using Light. Source: Publicly available information. (1) Includes public and private fundraising. 7 6 3 3 3 0 0 18 10 (3 in Production) Others $300M+ Pasqal Has Delivered the Most Quantum Computers in the Market Today. Quantum Computer Delivered Capital Raised (1) $1B+ $570M+ $90M+ $4B+ $640M+ $1.2B+ $1.4B+
Optimization Quantum Simulation Machine Learning 31 Pasqal’s Algorithms Are Extendable Across Multiple Customer Use Cases Optimal Storage Plan Satellite Mission Planning Portfolio Optimization Auxiliary Spin R&D Magnetic Material Simulation Small - Molecule Drug Development Graph Partitioning Multi - Physics Simulations
Business Model and Valuation
– On - Premise: Revenue recognized at commissioning, with staged cash payments across booking, delivery, and commissioning – Remote Access / Cloud: Monthly revenue based on active QPU fleet capacity and usage/booking rates – Services: This includes the development of use cases for clients, projected based on existing contracts and new clients added over the business plan horizon – Maintenance & Support: Recurring monthly revenue tied to each QPU sold and its selected maintenance plan over a five - year life – Other: Similar to On - Prem; deposit due at install – Grants: Includes money received to fund R&D programs and partial or total QPU deployments in specified geographic regions Business Model 33 GLOBAL OVERVIEW ▪ Business model assumes selling QPUs for on - premise and remote access / cloud with various new generations of QPUs becoming available for commercial use throughout the projection period (2026E – 2030E) ▪ Key revenue streams and their recognition methodology include: $80M+ Booked and Awarded Business including Grants Key Drivers: QPU sales, maintenance and upgrades
34 Transaction Overview Estimated Uses ($M) $2,000.0 Rollover Equity Value 610.7 Cash to Balance Sheet 36.0 Est. Fees and Expenses $2,646.7 Total • Pasqal to be acquired by Bleichroeder Acquisition Corp. II at Pre - Money Equity Value of ~$2.0 billion • Transaction to result in ~$610.6M cash to balance sheet, assuming no redemptions or repayments • $200M committed convertible financing at announcement of BCA. Estimated Sources ($M) $2,000.0 Issuance of Shares 288.8 SPAC Cash in Trust (1) 157.8 Pasqal Existing Cash (2) 200.0 Convertible Financing $2,646.7 Total Pro Forma Valuation at Closing ($M, except per share data) $10.00 Assumed Share Price 259.2M Pro Forma Shares Outstanding $2,591.7 Pro Forma Equity Value (610.7) Less: Cash $1,981.0 Pro Forma Enterprise Value Pro Forma Ownership Existing Pasqal Shareholders, 77% Bleichroeder Sponsor, 4% Bleichroeder Shareholders, 11% PIPE Investors, 8% $2.6B Equity Value (1) Inclusive of deferred underwriting fees of up to $12.25M. As of February 28, 2026. (2) Pasqal existing cash reflects current cash balance as of 2/28/2026. Figures are converted to USD based on EUR / USD conversion rate of 1.1826 as of 2/28/2026.
Use Of Proceeds TECHNOLOGY DEPLOYMENT ▪ Scale production ▪ Address market use cases ▪ HPC integration FTQC RAMP - UP Expected to deliver 200+ logical qubits by end of 2029 ACCELERATION OF QUANTUM ADVANTAGE Expected to reach impactful QA demonstrations by the end of Q1 2026 INTERNATIONAL COMMERCIAL & ORGANIZATIONAL GROWTH in key geographies including US, GCC, APAC and EU 35
Peer Valuation Valuation as of 2/27/2026 Pro - Forma Enterprise Value Based on Business Combination Agreement Price Based on Company filings and other publicly available information. (1) Implied pro forma valuation based on SPAC trading price. (1) (1) Pasqal’s Valuation in Line with Peers while Delivering Growing Quantum Computing Revenues Public Comparables Recent De - SPACs $2.0 36 $3.1 $1.1 $0.5 $3.3 $1.1 (1) $0.6 USD, Billions $12.9 $6.4 $5.5 $2.3
A GLOBAL LEADER IN NEUTRAL ATOM QUANTUM COMPUTING Widely considered to be one of the Global Leaders in Neutral Atom Quantum Computing. Raised $300M+ to date , from leading global investors. Partners include IBM, Nvidia, Google & Microsoft STRONG COMMERCIAL TRACTION 40+ clients/partners, 25+ use cases in different industry verticals, 7 QPUs in operation, 3 QPUs in production and 2 manufacturing facilities fully operational Pasqal is a leader in its peer group in Quantum Computers delivered Key Takeaways EXCEPTIONAL TEAM Only QC company with a Nobel Laureate as a co - founder. Executives with strong commercial, academic and public sector background. 275+ people globally. Dedicated access to one of the largest concentrations of talent and experts in neutral atoms technology globally WINNING TECHNOLOGY & ROADMAP Co - inventors of neutral atom technology. It provides greatest scalability of all approaches. Can operate in both analog and FTQC modes. Can be deployed in standard data centers. Have demonstrated 1,000+ trapped atoms with a potential path to 10,000+ qubits per QPU Demonstrate Industrial Quantum Advantage by end of Q1’2026 and 200+ logical qubits by end of 2029 37
Risk Factors 38 The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed business combination of Bleichroeder Acquisition Corp. II (“Bleichroeder”) and Pasqal Holding SAS (the “Business Combination”), and solely for potential investors in the Private Placement, and not for any other purpose. All references to “Pasqal,” the “Company”, “us” or “our” refer to the business of Pasqal Holding SAS and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of the Company, the Private Placement and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and Bleichroeder, with the U.S Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company and Bleichroeder. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and Bleichroeder and the proposed transactions between the Company and Bleichroeder, and may differ significantly from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the Company’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, many of which are beyond its control. If any of these risks or uncertainties occurs, the Company’s business, financial condition and or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the Private Placement may lose all or part of its investment. Risks Related to Our Business Capital Requirements and Cost Fluctuations. Our business and our future plans for expansion are capital intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Our operating plan may change because of factors currently unknown, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financings may result in dilution to our shareholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than ordinary shares, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect our business. There can be no assurance that financing will be available to us on favorable terms, or at all. The inability to obtain financing when needed may make it more difficult for us to operate our business or implement our growth plans. Development. Our technical roadmap and plans for commercialization involve technology that is not yet available for customers and may never become available or meet desired technical specifications. Our current and planned products are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. Building quantum computers requires advances in both science and engineering, and Pasqal may not have the ability to deliver those advances. The markets in which we operate are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of our technical roadmap which means that future generations of products both in quantum annealing and in gate model may be delayed or may never be delivered. If this happens, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.
Risk Factors (Continued) 39 Competition . The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in its long - term business prospects among current and future partners and customers. As the marketplace continues to mature and new technologies and competitors enter, we expect competition to intensify. Such competition may negatively impact our ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition. Our Industry. The quantum technology industry is in its early stages and volatile, and if it does not develop, if it develops slower than we expect, if it develops in a manner that does not require use of our quantum solutions, if it encounters negative publicity or if our solutions do not drive commercial engagement, the growth of our business will be harmed. Strategic Partners. We have entered into, and may enter into, strategic partnerships to develop and commercialize our current and future research and development programs with other companies. We may not be successful in establishing or maintaining suitable partnerships, and we may not be able to negotiate collaboration agreements having terms satisfactory to us, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm our business and financial condition. Third Parties . We depend on, and anticipate that we will continue to depend on, various third - party suppliers, contractors, and strategic partners in order to sustain and grow our business . Our ability to commercialize and scale our neutral atom quantum technology is dependent also upon components we must source from electronics, optics and other industries . Shortages or supply interruptions in any of these components will adversely impact our financial performance . French State Influence. We may be subject to restrictions or delays in changes of control or significant investments due to French State influence and foreign investment regulations. We are subject to French foreign investment regulations, which require prior authorization from the French Ministry of the Economy for the acquisition of significant interests by non - French investors in companies operating in sensitive sectors, including quantum technology and defense. The French State, through BPI, is also a shareholder and will have representation on the board of the combined company (the “Combined Company”). As a result, we may be subject to governmental oversight and intervention in our business affairs as a result of this governance structure. Licensing and Acquisition of Intellectual Property . Licensing of intellectual property is of critical importance to our business. The licensing or acquisition of third - party intellectual property rights is a competitive area, and more established companies may also pursue strategies to license or acquire third - party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources, and greater commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third - party intellectual property rights on terms that would allow us to make an appropriate return on our investment or any return on our investment at all. If we are unable to successfully obtain rights to required third - party intellectual property rights, we may have to abandon development of our products and technologies, which could have an adverse effect on our business, financial condition, results of operations, and prospects.
Risk Factors (Continued) 40 Risks Related to the Private Placement Capital Raise. There can be no assurance that we will be able to raise the anticipated $[200] million in the Private Placement, or that the amount of funds raised in the Private Placement will be sufficient to consummate the Business Combination or for use by the Combined Company. Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s shareholders. Risks Related to the Business Combination Transaction Costs. Both Bleichroeder and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combination. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Key Personnel. The ability to successfully effect the Business Combination and the Combined Company’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain of our key personnel, all of whom we expect to stay with the Combined Company following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Redemption. If a significant number of Bleichroeder’s ordinary shares are elected to be redeemed in connection with the Business Combination, the stock ownership of the Combined Company will be highly concentrated, which will reduce the public “float’ and may have a depressive effect on the market once of the ordinary shares of the combined company. Redemptions will also reduce the amount of capital available to the Combined Company following the Business Combination. Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Bleichroeder’s securities or, following the consummation of the Business Combination, the value of the Combined Company’s securities, may decline. Stock Exchange Approval. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchange or that the Combined Company will be able to comply with the continued listing standards of such stock exchange Conflicts of Interest. Some of Bleichroeder’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether we are an appropriate target for Bleichroeder’s initial business combination. Legal Proceedings. Legal proceedings or governmental investigations in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.
Risk Factors (Continued) 41 Compliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company’s business, including Bleichroeder, and our ability to consummate the Business Combination, and results of operations. Market Price. The market price of the Combined Company’s or Bleichroeder’s equity securities may be volatile and decline materially as a result of volatility in our industry or the market generally, or for other reasons. Additionally, market value of companies that entered into business combination agreements with special purpose acquisition vehicles have been affected by adverse economic and market forces, which may induce downward pressure on the price and trading volume of the Combined Company’s or Bleichroeder’s equity securities. Operating as a Public Company. Upon consummation of the Business Combination, the Combined Company will be required to comply with additional regulatory, reporting, and corporate governance requirements applicable to public companies, including the rules and regulations of the SEC and the listing standards of the stock exchange on which the Combined Company's securities are listed. These requirements will place significant demands on the Combined Company's management, administrative, operational, and accounting resources, and will result in increased legal, accounting, compliance, and other costs that Pasqal has not historically incurred as a private company. There can be no assurance the Combined Company will have the ability to maintain internal control over financial reporting and operate as a public company. In addition, as a public company, the Combined Company will be subject to heightened public scrutiny by investors, securities analysts, and the media, which could affect the market price of its securities. The need to establish the corporate infrastructure necessary for a publicly traded company may divert management's attention from implementing the Combined Company's corporate strategy, which could delay or impede the achievement of the Combined Company's business objectives.
FAQ
What business combination did BBCQ announce with Pasqal?
How is Pasqal valued in the Bleichroeder (BBCQ) SPAC merger?
What financing accompanies the BBCQ–Pasqal business combination?
What are the key terms of the Pasqal senior unsecured convertible bonds?
What closing conditions must BBCQ and Pasqal satisfy for the merger?
How do lock-up and support agreements affect BBCQ’s Pasqal deal?
Filing Exhibits & Attachments
15 documentsPress Releases
Agreements & Contracts
- EX-10.1 SPONSOR SUPPORT AGREEMENT, DATED FEBRUARY 28, 2026, BY AND AMONG BLEICHROEDER SP 71.8 KB
- EX-10.2 COMPANY SUPPORT AGREEMENT, DATED FEBRUARY 28, 2026, BY AND AMONG BLEICHROEDER AC 133.4 KB
- EX-10.3 FORM OF LOCK-UP AGREEMENT 49.9 KB
- EX-10.4 FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 221.3 KB
- EX-10.5 SECURITIES PURCHASE AGREEMENT, DATED MARCH 4, 2026, BY AND AMONG BLEICHROEDER AC 197.3 KB
Other Documents
- EX-2.1 BUSINESS COMBINATION AGREEMENT, DATED AS OF FEBRUARY 28, 2026, BY AND AMONG BLEI 650.2 KB
- EX-4.1 FORM OF TERMS AND CONDITIONS OF THE SENIOR UNSECURED CONVERTIBLE BONDS 252.2 KB
- EX-4.2 FORM OF TERMS AND CONDITIONS OF THE INVESTMENT WARRANTS 236.0 KB
- EX-101 XBRL SCHEMA FILE 4.2 KB
- EX-101 XBRL DEFINITION FILE 26.8 KB
- EX-101 XBRL LABEL FILE 37.1 KB
- EX-101 XBRL PRESENTATION FILE 25.4 KB
