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Continental General Insurance Company, together with its parent entities Continental Insurance Group, Ltd., Continental General Holdings LLC, and manager Michael Gorzynski, reports beneficial ownership of 725,139 Class A ordinary shares of Bleichroeder Acquisition Corp. II as of June 30, 2026. These shares represent approximately 2.5% of the company’s 28,750,000 Class A ordinary shares outstanding as of May 26, 2026. The shares are held directly by Continental General Insurance Company, with the other reporting persons deemed owners through their ownership and control relationships. The group has shared voting and dispositive power over the 725,139 shares and holds no sole voting or dispositive power. An additional 666,666 shares underlying warrants are excluded because they are not, and are not expected to be, exercisable within 60 days.
Adage Capital Management, L.P. and related reporting persons report a passive ownership position in Bleichroeder Acquisition Corp. II (Class A Ordinary Shares). Adage Capital Partners, L.P., for which Adage Capital Management, L.P. acts as investment manager, is reported as holding Class A Ordinary Shares of the company.
The reported position represents 3.72% of the Class A Ordinary Shares, based on 28,750,000 shares outstanding as of May 7, 2026, as stated in the company’s quarterly report for the period ended March 31, 2026. All voting and dispositive authority over the reported shares is described as shared among Adage Capital Management, L.P. and its principals, Robert Atchinson and Phillip Gross, who each report shared voting and shared dispositive power over the same block of 1,068,599 shares.
Bleichroeder Acquisition Corp. reports that on August 5, 2026, the U.S. SEC declared effective its Form F-4 Registration Statement (File No. 333-296239) relating to the proposed business combination with Pasqal Holding SAS through Bleichroeder Acquisition France Merger Sub 2.
The effective Registration Statement includes a combined proxy statement/prospectus for Bleichroeder shareholders and Pasqal security holders. Definitive proxy materials have been mailed to Bleichroeder shareholders of record as of August 4, 2026 for a vote on the Business Combination and related matters, and investors are directed to review these SEC-filed documents for detailed information and risk factors.
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 France Merger Sub 2 is registering 238,333,333 ordinary shares, 17,333,333 warrants and 17,333,333 ordinary shares issuable upon warrant exercise in connection with a proposed business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS.
The transaction is structured as a two-step merger: a Cayman-to-France Reincorporation Merger followed by the merger of Legacy Pasqal into the surviving French entity, which will be renamed Pasqal Holding SA. Legacy Pasqal shares will be exchanged into New Pasqal ordinary shares at an exchange ratio of 22.74, based on a $2,000,000,000 pre‑transaction equity valuation and a $10 value per Bleichroeder surviving share.
Financing includes a March 2026 private placement of $312.5 million principal of senior unsecured convertible bonds for $250.0 million (20% original issue discount) plus warrants equal to 125% of the initial conversion shares at a $12.00 exercise price. Closing requires New Pasqal to have access to at least $150,000,000 from the trust and financings. Assuming no redemptions, post‑closing ownership is expected to be approximately 75.7% Legacy Pasqal shareholders, 10.9% public shareholders, 9.9% Investors and 3.6% the sponsor and its affiliates. Public shareholders may redeem at an illustrative $10.17 per share (as of June 30, 2026), subject to a 15% redemption cap per group, and New Pasqal equity plans and warrant programs are capped at 10% of fully diluted shares.
Bleichroeder Acquisition Corp. II and Pasqal Holding SAS have entered into Amendment No. 3 to their Business Combination Agreement dated July 22, 2026. The amendment focuses on revising the equity incentive plan for the surviving corporation following completion of their proposed business combination.
Under the revised terms, the surviving corporation will adopt a long-term incentive plan (LTIP) that allows grants of founder’s warrants or free shares representing up to 10% of the aggregate shares outstanding immediately after closing on a fully‑diluted and as‑converted basis, after giving effect to any redemptions by Bleichroeder’s shareholders. Bleichroeder and Pasqal also agreed to negotiate additional LTIP terms, including performance‑based vesting criteria for new award recipients, 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 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 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.