Bleichroeder Acquisition Corp. II filings document the company’s SPAC structure, Nasdaq-listed securities, material-event reports, governance changes, and capital-structure disclosures. The records identify the issuer as a Cayman Islands exempted company with Class A ordinary shares under BBCQ and redeemable warrants under BBCQW.
The company’s 8-K disclosures include board and management changes, director appointments, and other material-event reporting. Its filings also state emerging growth company status and describe the warrant terms and ordinary-share structure that define the public securities associated with the blank-check issuer.
Bleichroeder Acquisition Corp. II is seeking shareholder approval to complete a cross-border business combination with Pasqal Holding SAS through a two-step merger. First, Bleichroeder will merge into its French subsidiary in a Reincorporation Merger, then Pasqal will merge into the surviving French entity, which will be renamed Pasqal Holding SA (“New Pasqal”).
Pasqal’s shareholders will receive New Pasqal ordinary shares based on an exchange ratio of 22.74, derived from a pre-transaction equity valuation of $2,000,000,000 for Pasqal and a reference value of $10 per Bleichroeder share. The deal is supported by a March 2026 financing in which investors agreed to subscribe for $312.5 million of senior unsecured convertible bonds for $250.0 million (a 20% original issue discount) plus warrants for 125% of the initial conversion shares at a $12.00 exercise price.
Assuming no redemptions, post-closing ownership is expected to be approximately 75.7% for existing Pasqal shareholders, 10.9% for public shareholders, 9.9% for new investors, and 3.6% for the sponsor and its affiliates. Closing requires shareholder approval of multiple proposals, including the business combination, reincorporation, new governing documents, equity plans, and share issuances, plus a minimum of $150,000,000 in available cash from the trust and financings.
Bleichroeder Acquisition Corp. II reports that on July 22, 2026 it, together with Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS, entered into Amendment No. 3 to their Business Combination Agreement related to the proposed business combination.
The amendment revises the terms of the equity incentive plan for the Surviving Corporation. The long-term incentive plan (LTIP) will allow awards in the form of founder’s warrants or free shares equal to up to 10% of the Surviving Corporation’s shares issued and outstanding immediately after Closing on a fully diluted, as-converted basis after redemptions. Bleichroeder and Pasqal will negotiate further LTIP edits, including performance-based vesting criteria for new awards, in good faith based on recommendations from Pasqal’s compensation consultant and subject to approval by the Surviving Corporation’s board of directors.
Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander report beneficial ownership of 805,450 Class A Ordinary Shares of Bleichroeder Acquisition Corp. II, representing 2.8% of this class.
Each reporting person has zero sole voting or dispositive power and shared voting and dispositive power over 805,450 shares, held through entities over which Millennium Management LLC and related managers exercise voting control and investment discretion. They state that this should not itself be construed as an admission of beneficial ownership and confirm ownership of 5 percent or less of the class. A joint filing agreement among the three reporting persons is included.
Bleichroeder Acquisition Corp. disclosed progress on its proposed business combination with Pasqal Holding SAS, furnishing an investor presentation used at Pasqal’s June 30, 2026 analyst day. The filing describes a two-step merger structure under a Business Combination Agreement and notes a Form F-4 registration statement has been jointly filed.
The communication contains customary forward-looking statements and lists risk factors including shareholder redemptions, required approvals, regulatory filings, financing needs and commercialization risks for Pasqal.
Bleichroeder Acquisition Corp. II furnishes an investor presentation on its proposed business combination with Pasqal, a French neutral‑atom quantum computing company. Pasqal reports €16.5M in 2025 commercial revenue and more than €66M in booked and awarded business, including grants, as of March 2026.
Pasqal operates 10 quantum processing units, with 7 installed and 3 in production, and highlights over $550M of capital raised to date, including $250M of committed convertible financing. The transaction values Pasqal at a pre‑money equity value of about $2.0B and implies a pro forma equity value of $2.6437B and enterprise value of $1.9985B at a $10.00 share price.
Assuming no redemptions, the deal structure points to $645.2M of cash to the combined company’s balance sheet from SPAC trust, existing cash and convertible financing, and an illustrative ownership mix of 76% for existing Pasqal shareholders, 11% for Bleichroeder shareholders, 10% for convertible investors and 3% for the Bleichroeder sponsor.
Bleichroeder Acquisition Corp. entered into Amendment No. 2 to its Agreement and Plan of Merger with Pasqal on June 25, 2026, revising the post-closing board composition and modifying the equity incentive plan for the surviving company. The Surviving Corporation's initial board will have nine directors, with five being French or European citizens and non-U.S. residents, and six directors to be designated jointly by Parent and Pasqal prior to Closing. Amendment No. 2 also removes a provision that would have granted the CEO and the chairman of Pasqal’s supervisory board awards of up to 1% of the Surviving Corporation's shares in addition to the 10% LTIP pool. The Agreement, as amended, remains subject to the conditions and approvals described in the parties' transaction documents and the jointly filed Form F-4.
Bleichroeder Acquisition France Merger Sub 2 filed an amendment to its Form F-4 and a preliminary proxy/prospectus to effect a business combination that will (i) reincorporate Bleichroeder into a French merger subsidiary and (ii) merge Legacy Pasqal into the surviving company to form New Pasqal. The proposal contemplates an Exchange Ratio of 23.04, based on a disclosed $2,000,000,000 pre-transaction equity valuation and an assumed Bleichroeder share value of $10 per share. Financing sources cited include funds from the trust account, the March 2026 Financing under a SPA (subscription for $312.5 million principal amount of senior unsecured convertible bonds and accompanying warrants for an aggregate $250.0 million subscription price), and other transaction financings; a minimum of $150,000,000 of access to funds is a closing condition. Pro forma ownership percentages are shown as approximately 75.7% to Legacy Pasqal shareholders, 10.9% to public shareholders, 9.9% to the Investors, and 3.6% to the Sponsor (assuming no redemptions). The proposal also seeks shareholder approval for governance documents, an equity incentive plan reserving up to 10% of post-closing shares, issuance of convertible bonds and warrants, and director elections. All actions are described as subject to the listed closing conditions and approval at an extraordinary general meeting.
Bleichroeder Acquisition Corp. II filed an amendment to its merger agreement with Pasqal Holding SAS, adjusting governance and incentive terms for the company that will exist after their business combination. The Surviving Corporation’s initial board will have nine directors, including five French or European citizens who are non-U.S. residents.
Six directors will be jointly designated by Bleichroeder and Pasqal before closing and must be mutually acceptable, with the remaining directors selected under the merger agreement and required to be independent under Nasdaq rules and applicable law. The amendment also removes a provision that would have granted the Pasqal chief executive officer and the chairman of its supervisory board additional equity awards of up to one percent of post-closing fully diluted shares, leaving the long-term incentive plan to cover ten percent of such shares overall.
Bleichroeder Acquisition Corp. II Schedule 13G shows Merus Global Investments, LLC beneficially owns 1,510,876 shares of the issuer's Class A ordinary shares, representing 5.3% of the class. The filing ties that percentage to May 26, 2026, based on 28,750,000 shares outstanding reported in the issuer's Form F-4. The filing lists sole voting and sole dispositive power over the 1,510,876 shares and is signed by the filer’s General Counsel.
Bleichroeder Acquisition Corp. amended its agreement to acquire Pasqal Holding SAS and revised related financing arrangements. The registrant assigned Parent Merger Sub’s rights and obligations to a new French merger subsidiary and executed a related amendment that increases a Securities Purchase Agreement subscription by $50.0 million to $250.0 million.
The company furnished an investor presentation and issued a press release announcing the filing of a Form F-4 in connection with the business combination; a definitive proxy/prospectus will be mailed after the registration statement is declared effective.