Every 8-K that BLEICHROEDER ACQUISITION C (BBCQU) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BBCQU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BBCQU filings page.
Bleichroeder Acquisition Corp. II (BBCQ) completed its business combination with Pasqal Holding SAS on August 27, 2026. Through a series of mergers, Bleichroeder reincorporated in France, combined with Pasqal, and the surviving entity was renamed Pasqal Holding SA (“New Pasqal”).
Immediately before the reincorporation, each Bleichroeder unit split into one Class A ordinary share and one-third of one redeemable warrant. At the merger effective time, each Bleichroeder ordinary share converted into one New Pasqal ordinary share, and each Bleichroeder warrant became a warrant to purchase one New Pasqal share at an exercise price of $11.50 per share. Pasqal shares were exchanged for New Pasqal shares based on an exchange ratio using a deemed value of $10.00 per New Pasqal share.
Bleichroeder requested Nasdaq delist its securities and plans to deregister them with the SEC, while New Pasqal shares and warrants are expected to begin trading on Nasdaq under the symbols “PSQL” and “PSQLW” on August 28, 2026. A prior registration rights agreement and the SPAC trust agreement were terminated, replaced by an amended and restated registration rights agreement and new lock-up agreements. A related press release states that approximately $360 million of cash is available at closing to support Pasqal’s quantum computing growth strategy.
Bleichroeder Acquisition Corp. II (BBCQ) held an Extraordinary General Meeting on August 25, 2026, where shareholders approved proposals related to its previously announced business combination with Pasqal Holding SAS. Approvals included the 2026 Restricted Stock Units Plan, 2026 Founder Share Subscription Warrants program, 2026 Stock Option Program and a warrant delegation.
As of the August 4, 2026 record date, there were 38,333,333 ordinary shares outstanding, and 24,086,739 shares (62.83%) were represented at the meeting, constituting a quorum. Multiple proposals received over 21.4 million votes in favor, including the election of a slate of directors such as Dr. Wasiq Bokhari and Andrew Gundlach.
In connection with the meeting, public shareholders holding 26,039,602 Class A ordinary shares elected to redeem their shares upon consummation of the business combination. BBCQ’s units, Class A shares and warrants continue to trade on Nasdaq, with each whole warrant exercisable for one Class A share at an exercise price of $11.50 per share.
Bleichroeder Acquisition Corp. II (BBCQ) entered into an amended and restated advisory services agreement with MJP Advisory Group LLC on August 19, 2026, covering the Chief Executive Officer and Chief Operating Officer services provided by Marcello Padula. The Services continue until the earlier of an initial business combination or liquidation. MJP will receive a $18,000 monthly fee, plus a $1,850,000 Closing Fee if an initial business combination is completed, or a $600,000 Liquidation Fee if the company liquidates, in each case in addition to the monthly fees. None of these fees may be paid from the trust account funds held for public shareholders. If the agreement is terminated without cause, MJP remains entitled to up to six months of monthly fees and the applicable Closing or Liquidation Fee; for cause termination ends future fee obligations.
Bleichroeder Acquisition Corp. II (BBCQ) reported that it issued a joint communication with Pasqal Holding SAS reminding investors that Bleichroeder will hold an extraordinary general meeting of shareholders on August 25, 2026 to vote on approving and adopting their proposed business combination. Shareholders of record as of early August 2026 are eligible to vote. The companies note that the joint registration statement on Form F-4 covering the transaction was declared effective by the SEC on August 5, 2026. The business combination remains subject to shareholder approval and other customary closing conditions, and extensive forward‑looking statement and risk disclosures emphasize technology, regulatory, financing and execution risks associated with Pasqal’s quantum computing business and the de‑SPAC transaction.
Bleichroeder Acquisition Corp. II reports that the U.S. SEC has declared effective its joint registration statement on Form F-4 with Pasqal Holding SAS for their proposed business combination. The Form F-4, originally filed May 26, 2026, includes Bleichroeder’s proxy statement and a prospectus for the French merger subsidiary.
Bleichroeder has set August 25, 2026 as the extraordinary general meeting date for shareholders to vote on the transaction, with August 4, 2026 as the record date. If completed, the combined company is expected to operate as Pasqal Holding SA and be listed on Nasdaq under the ticker PSQL, subject to shareholder approvals and other customary closing conditions. Extensive forward-looking and risk disclosures describe uncertainties around completing the deal, shareholder redemptions, regulatory approvals, financing, listing, and commercialization of Pasqal’s neutral-atom quantum computing technology.
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.
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. 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 filed an 8-K detailing structural and financing updates to its proposed business combination with Pasqal. The merger agreement was amended so a new French merger subsidiary assumes the original merger sub’s rights and obligations, aligning the structure with reincorporation, merger mechanics and related financing.
The Securities Purchase Agreement supporting the deal was also amended, increasing the aggregate subscription price by $50.0 million to $250.0 million to purchase $312,500,000 of senior unsecured convertible bonds and related warrants and adding a new investor advised by Inflection Point. Bleichroeder and Pasqal also highlighted a filed Form F-4 registration statement, an updated investor presentation and a joint press release describing Pasqal’s technology roadmap, a proposed $2.0 billion pre-money valuation and an expected $500 million of gross proceeds for Pasqal, assuming no SPAC redemptions and completion of the convertible financing.
Bleichroeder Acquisition Corp. II reported leadership changes approved by its Board. Effective April 29, 2026, Andrew Gundlach resigned as President and Chief Executive Officer and was appointed Executive Chairman of the Board. Marcello Padula, previously Chief Operating Officer, was appointed Chief Executive Officer on the same date.
The company states there are no special arrangements or understandings behind these appointments, no family relationships with other executives or directors, and no related-party transactions requiring disclosure under Regulation S-K Item 404(a). Existing compensatory arrangements for both Mr. Gundlach and Mr. Padula remain unchanged.
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.
Bleichroeder Acquisition Corp. II filed an 8-K announcing that its Board appointed Philippe Nyssen and Clemence Rasigni as directors, effective immediately. Both are classified as independent directors, with Nyssen joining the Board’s audit committee.
Nyssen, age 37, brings mergers and acquisitions and growth investing experience from IronPine Sarl and Sofina, while Rasigni, age 52, has over two decades in equity capital markets, including senior roles at Merrill Lynch. The company states there are no family relationships or related-party transactions requiring disclosure and that each new director entered joinder and indemnification agreements similar to those of existing officers and directors.
Bleichroeder Acquisition Corp. II reported that the units from its initial public offering will begin trading as separate securities. Starting January 28, 2026, holders of units, each made up of one Class A ordinary share with a par value of $0.0001 and one-third of one redeemable warrant, may elect to trade the Class A shares and warrants independently.
Each whole warrant allows the holder to buy one Class A ordinary share at an exercise price of $11.50 per share, and only whole warrants will trade; no fractional warrants will be issued when units are separated. Any units that are not separated will continue to trade on the Nasdaq Global Market under the symbol BBCQU, while the Class A ordinary shares and warrants are expected to trade under the symbols BBCQ and BBCQW, respectively. Holders must have their brokers contact Continental Stock Transfer & Trust Company, the transfer agent, to complete the separation.
Bleichroeder Acquisition Corp. II completed its initial public offering of 28,750,000 units, each made up of one Class A ordinary share and one-third of a redeemable warrant, at $10.00 per unit, for gross proceeds of $287,500,000. Each whole warrant allows the purchase of one Class A ordinary share at $11.50 per share. At the same time, the company sold 7,750,000 private placement warrants to its sponsor and underwriters at $1.00 per warrant, adding $7,750,000 of gross proceeds. A total of $287,500,000 from the IPO and private placement was deposited into a U.S.-based trust account. An audited balance sheet reflecting these transactions is provided as an exhibit.
Bleichroeder Acquisition Corp. II completed its initial public offering of 28,750,000 units at $10.00 per unit, including the full exercise of the underwriters’ over-allotment option, for gross proceeds of $287,500,000. Each unit includes one Class A ordinary share and one-third of a redeemable warrant, with each whole warrant exercisable at $11.50 per share. The company also sold 7,750,000 private placement warrants at $1.00 per warrant to its sponsor and underwriters. A total of $287,500,000, including up to $12,250,000 of deferred underwriting discount, was deposited into a U.S.-based trust account, to be released only upon a business combination or specified redemption events within 24 months of the IPO closing. Two new independent directors, Antoine Theysset and Kathy Savitt, joined the board and its audit and compensation committees, and the company’s amended and restated memorandum and articles of association became effective in connection with the IPO.