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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 5, 2026
Bleichroeder Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43045 |
|
98-1888010 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1345 Avenue of the Americas, Fl 47
New York, NY 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 212-984-3835
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
BBCQU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
BBCQ |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
BBCQW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Explanatory Note
As previously announced,
(i) on February 28, 2026, Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent” or “Bleichroeder”),
entered into an Agreement and Plan of Merger (the “Agreement”) by and among Parent, Bleichroeder Acquisition 2 France,
a société par actions simplifiée formed under the laws of the Republic of France and a wholly owned subsidiary
of Parent (“Initial Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée
formed under the laws of the Republic of France (“Pasqal”), (ii) on May 26, 2026, Parent, Initial Merger Sub, Bleichroeder
Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent
Merger Sub”), and Pasqal entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement
(the “Amendment No. 1”), (iii) on June 25, 2026, Parent, Parent Merger Sub and Pasqal entered into Amendment No. 2
to the Agreement and Plan of Merger (the “Amendment No. 2”), and (iii) on July 22, 2026 Parent, Parent Merger Sub and
Pasqal entered into Amendment No. 3 to the Agreement and Plan of Merger (the “Amendment No. 3”). The Agreement, as
amended by Amendment No. 1, Amendment No. 2, and Amendment No. 3, and as may be further amended from time to time, is referred to herein
as the “Business Combination Agreement.” The transactions contemplated by the Business Combination Agreement are hereinafter
referred to as the “Business Combination.”
Item 8.01 Other Events.
On
August 6, 2026, Bleichroeder and Pasqal jointly announced that, on August 5, 2026, the U.S. Securities and Exchange Commission (the “SEC”)
declared effective the registration statement on Form F-4 (File No. 333-296239) (as amended, the “Registration Statement”)
filed by Bleichroeder with the SEC relating to the previously announced Business Combination. The Registration Statement was originally
filed on May 26, 2026.
The
Registration Statement contains a proxy statement of Bleichroeder and a prospectus of the Parent Merger Sub in connection with the proposed
Business Combination. The Registration Statement, and the proxy statement/prospectus contained within, provides important information
about Bleichroeder, Parent Merger Sub, Pasqal and the Business Combination. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
Forward Looking Statements
This communication contains
certain statements that are not historical facts but may be considered “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “could,” “plan,” “predict,” “project,” “forecast,” “potential,”
“seem,” “seek,” “target,” “possible,” “future,” “outlook” or the
negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding
future events, the proposed Business Combination between Bleichroeder and Pasqal, and other statements that are not historical facts.
These statements are based
on the current expectations of Bleichroeder and/or Pasqal’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bleichroeder
and Pasqal. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions regarding
Pasqal’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties include,
but are not limited to: general economic, political, social and business conditions; uncertainty or changes with respect to laws and regulations;
uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the inability of the parties to consummate
the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the
Business Combination Agreement entered into in connection to the Business Combination, including failure by Bleichroeder or Pasqal to
receive their respective shareholder approval or required regulatory approvals of the Business Combination; the number of redemption requests
made by Bleichroeder’s shareholders in connection with the Business Combination, leaving the combined company with insufficient
cash to execute its business plans; the outcome of any legal proceedings or governmental investigations that may be instituted against
the parties following the announcement of the Business Combination; failure to realize the anticipated benefits of the Business Combination,
including as a result of a delay in consummating the potential transaction; the risk that the Business Combination disrupts Pasqal’s
current plans and operations as a result of the announcement and consummation of the Business Combination; the risks related to Pasqal
meeting expected business milestones; the effects of competition on Pasqal’s business; the ability of the combined company to execute
its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or maintain
the listing of its securities on a U.S. national securities exchange following the Business Combination; the ability to achieve dual listing
on Euronext N.V. Paris following the Business Combination; costs related to the Business Combination; the ability of Bleichroeder or the
combined company to raise capital or issue debt, equity or equity-linked securities in connection with the proposed Business Combination
or in the future on reasonable terms or at all; the combined company’s ability to maintain internal control over financial reporting
and operate as a public company; the risk from Pasqal pursuing an emerging technology, facing significant technical challenges and the
potential that it may not achieve commercialization or market acceptance; Pasqal’s financial performance and limited operating history;
Pasqal’s expectations regarding future financial performance, capital requirements and unit economics; Pasqal’s use and reporting
of business and operational metrics; Pasqal’s competitive landscape; Pasqal’s dependence on members of its senior management
and its ability to attract and retain qualified personnel; Pasqal’s potential need for additional future financing prior to or after
the Business Combination as a combined company; Pasqal’s concentration of revenue in contracts with government or state-funded entities;
Pasqal’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products,
services or technologies; Pasqal’s reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect
and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations;
the use, rate of adoption and regulation of artificial intelligence and machine learning; and other risks that will be detailed from time
to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Pasqal and Bleichroeder
presently do not know or that Pasqal and Bleichroeder currently believe are immaterial that could also cause actual results to differ
from those contained in forward-looking statements. In addition, forward-looking statements provide Pasqal’s and/or Bleichroeder’s
expectations, plans and forecasts of future events and views as of the date of this communication. Pasqal and Bleichroeder anticipate
that subsequent events and developments will cause their assessments to change. However, while Pasqal and/or Bleichroeder may elect to
update these forward-looking statements in the future, Pasqal and Bleichroeder specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Pasqal’s or Bleichroeder’s assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such
forward-looking statements will be achieved.
An investment in Bleichroeder
is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical
results of those investments are not indicative of future performance of Bleichroeder, which may differ materially.
Additional Information and Where to Find It
The Business Combination will
be submitted to shareholders of Bleichroeder for their consideration. In connection with the Business Combination, Bleichroeder, Bleichroeder
Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France and Pasqal jointly
filed the Registration Statement with the SEC, which was declared effective by the SEC on August 5, 2026, and which includes a definitive
proxy statement/prospectus. The definitive proxy statement/prospectus and certain other related documents have been mailed to Bleichroeder
shareholders as of August 4, 2026, the record date established for voting on the proposed transaction, in connection with Bleichroeder’s
solicitation for proxies for the vote by Bleichroeder’s shareholders in connection with the Business Combination and other matters
described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to Pasqal’s
shareholders in connection with the completion of the Business Combination. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that Bleichroeder has sent to its shareholders in connection
with the Business Combination.
BEFORE MAKING ANY INVESTMENT
OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES
TO THE BUSINESS COMBINATION. Shareholders of Bleichroeder will be able to obtain copies of these documents (when available) and other
documents filed with the SEC free of charge at www.sec.gov.
Participants in the Solicitation
Bleichroeder and its directors,
executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation
of proxies from Bleichroeder’s shareholders with respect to the Business Combination. A list of the names of those directors and
executive officers and a description of their interests in Bleichroeder and the Business Combination is contained in the sections entitled
“Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director Independence” of
the Annual Report filed by Bleichroeder with the SEC on March 16, 2026 and the Current Report on Form 8-K filed with the SEC on May 1,
2026, and each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests
of participants in the proxy solicitation and their direct and indirect interests will be contained in the Registration Statement and
the proxy statement/prospectus 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 communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other
jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits. The following
exhibit is furnished with this Form 8-K:
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release dated August 6, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document)
|
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
BLEICHROEDER ACQUISITION CORP. II |
| |
|
|
| Date: August 6, 2026 |
By: |
/s/ Marcello Padula |
| |
|
Name: |
Marcello Padula |
| |
|
Title: |
Chief Executive Officer and Chief Operating Officer |
Exhibit 99.1
Pasqal F-4 Declared Effective by SEC in Connection
with Proposed Business Combination with Bleichroeder Acquisition Corp. II
PARIS & NEW YORK – Pasqal Holding SAS ("Pasqal"),
a global leader in neutral-atom quantum computing, today announced that its joint registration statement on Form F-4 (the "Registration
Statement") with Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) ("Bleichroeder"), filed with the U.S. Securities and
Exchange Commission (the "SEC") in connection with the proposed business combination between Pasqal and Bleichroeder, has been
declared effective by the SEC on August 5, 2026. This milestone represents an important step toward completion of the previously announced
business combination between Pasqal and Bleichroeder.
Bleichroeder has set a meeting date of August 25, 2026, for its extraordinary
general meeting to approve the proposed business combination and related matters.
Founded by leading quantum physicists, including Nobel Prize laureate
Alain Aspect, Pasqal develops and deploys neutral-atom quantum computers and software for customers across the energy, financial services,
materials science, defense, and research industries. As a leader in neutral-atom technology—recognized for its scalability, flexibility,
and energy efficiency—Pasqal has established one of the world's largest installed bases of high-complexity quantum computers among
pure-play quantum computing companies. Pasqal’s systems operate in standard data-center environments and can be utilized through
cloud or on-premises deployments.
Since its first commercial deployment in 2022, Pasqal has focused on
delivering quantum computing solutions that address real-world business challenges rather than theoretical demonstrations. Pasqal’s
technology aims to help organizations explore new approaches to optimization, simulation and artificial intelligence problems that are
difficult or impossible to solve with conventional computing methods alone.
Since announcing the proposed business combination with Bleichroeder,
Pasqal has continued to advance its technology and commercial leadership:
| ● | Demonstrated quantum advantage in materials simulation with Los Alamos National Laboratory, marking a significant milestone for the
industry and helped establish rigorous standards for validating quantum performance on real-world scientific problems. |
| ● | Expanded its global deployment footprint with the launch of Italy's first neutral-atom quantum computer at CINECA, integrating a 140-qubit
system with the Leonardo supercomputer as part of Europe's growing hybrid HPC-quantum infrastructure. |
| ● | Strengthened its position in Asia through a strategic partnership with MegazoneCloud, aiming to bring Pasqal's quantum technology
to South Korea's enterprise market across finance, logistics, biotechnology and manufacturing applications. |
| ● | Advanced adoption in financial services through an expanded collaboration with Crédit Agricole CIB, accelerating the development
and deployment of quantum computing applications for capital markets and financial optimization. |
| ● | Continued commercial engagement with global industry leaders including Saudi Aramco, supporting the development of quantum-enabled
solutions across energy, optimization and industrial research use cases. |
| ● | Entered a collaboration with True Nexus to apply quantum computing to next-generation food protein design, aiming to leverage Pasqal's
neutral-atom processors to model complex protein functionality and accelerate the development of sustainable food ingredients through
a fully vectorized 3D protein gelation model. |
| ● | Advanced its neutral-atom technology roadmap while maintaining leadership at scale, with systems exceeding 1,000 physical qubits and
a long-term path toward more than 10,000 physical qubits and 200 logical qubits. |
Upon completion of the transaction, the combined company is expected
to operate as Pasqal Holding SA and is expected to be listed on Nasdaq under the ticker symbol PSQL. The transaction remains subject to
approval by Bleichroeder shareholders and other customary closing conditions.
Contacts
Investors
investors@pasqal.com
Media
pr@pasqal.com
About Pasqal
Pasqal is a global leader in delivering practical quantum computing
at scale utilizing neutral atom technology and dedicated software for industry, science, and governments. Since its founding in 2019,
Pasqal has leveraged Nobel Prize winning research to build high-performance quantum systems and cloud-ready software designed to address
complex challenges in optimization, simulation, and artificial intelligence.
Headquartered in France, Pasqal employs approximately 300 people and
serves over 25 clients and partners, including Saudi Aramco, LG Electronics, Crédit Agricole CIB, CMA CGM, OVHcloud, Thales, IBM
(Pasqal is part of the IBM Quantum Network), and Sumitomo.
Backed by more than USD 300 million in total funding from leading international
investors, Pasqal is pursuing a listing on Nasdaq in partnership with Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) and is accelerating
the adoption of scalable, high-performance quantum computing worldwide.
About Bleichroeder Acquisition Corp. II
Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) is a special purpose
acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with one or more businesses.
Forward-Looking Statements
Certain statements herein may be considered “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“might”, “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “could,” “plan,” “predict,” “project”,
“forecast,” “believe,” “potential,” “seem,” “seek,” “target,”
“possible,” “future,” “outlook” or similar terminology or expressions that predict or indicate future
events or trends. These forward-looking statements include, but are not limited to, statements regarding future events and the proposed
business combination between Bleichroeder Acquisition Corp. II (“Bleichroeder”) and Pasqal Holding SAS (“Pasqal”).
These statements are based on current expectations and are not predictions
of actual performance. They are provided for illustrative purposes only and must not be relied on as a guarantee, prediction or definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and are beyond the control of
Bleichroeder and Pasqal. These statements are subject to known and unknown risks, uncertainties and assumptions regarding Pasqal’s
business and the business combination, and actual results may differ materially. These risks and uncertainties include, but are not limited
to: general economic, political, social and business conditions; uncertainty or changes with respect to laws and regulations; the inability
of the parties to consummate the business combination failure to realize the anticipated benefits of the business combination; the risk
that the business combination disrupts Pasqal’s current plans and operations; the risk from Pasqal pursuing an emerging technology,
facing significant technical challenges and the potential that it may not achieve commercialization or market acceptance; Pasqal’s
reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect and defend its intellectual property
rights; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (the “SEC”).
The foregoing list of risk factors is not exhaustive. There may be additional risks that Pasqal and Bleichroeder presently do not know
or currently believe are immaterial that could also cause actual results to differ from those contained in forward-looking statements.
In addition, forward-looking statements provide Pasqal’s and/or Bleichroeder’s expectations, plans and forecasts of future
events and views as of the date of this communication. While Pasqal and/or Bleichroeder may elect to update these forward-looking statements
in the future, Pasqal and Bleichroeder specifically disclaim any obligation to do so.
Additional Information and Where to Find It
The business combination will be submitted to shareholders of Bleichroeder
for their consideration. In connection with the business combination, Bleichroeder, Bleichroeder Acquisition France Merger Sub 2 and Pasqal
jointly filed a registration statement on Form F-4 with the SEC, which was declared effective by the SEC on August 5, 2026 (as subsequently
amended, the “Registration Statement”), and which includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus
and certain other related documents have been mailed to Bleichroeder shareholders as of August 4, 2026, the record date established for
voting on the proposed transaction, in connection with Bleichroeder’s solicitation for proxies for the vote by Bleichroeder’s
shareholders in connection with the business combination and other matters described in the Registration Statement, as well as the prospectus
relating to the offer and sale of the securities to be issued to Pasqal’s shareholders in connection with the completion of the
business combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus
or any other document that Bleichroeder has sent to its shareholders in connection with the business combination.
BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY
HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS AND, IN
EACH CASE, ANY AMENDMENTS THERETO, FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES TO THE BUSINESS COMBINATION. Shareholders
of Bleichroeder may obtain copies of these documents (when available) and other documents filed with the SEC free of charge at www.sec.gov.
Participants in the Solicitation
Bleichroeder, Pasqal and certain of their respective directors, executive
officers, and other members of management, employees 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 Bleichroeder’s
directors and executive officers and a description of their interests in Bleichroeder and the business combination is contained in the
sections entitled “Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director
Independence” of the Annual Report filed by Bleichroeder with the SEC on March 16 2026 and the Current Report on Form 8-K filed
with the SEC on May 1, 2026, each of which is available free of charge at the SEC’s website at www.sec.gov. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Bleichroeder’s shareholders with
respect to the business combination, and their direct and indirect interests, is included in the Registration Statement and the proxy
statement/prospectus.
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. 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. No securities commission or securities regulatory authority
has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.
