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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. director Philippe Nyssen filed an initial ownership report stating that he does not beneficially own any of the company’s securities. The Form 3 confirms his status as a director and clarifies that, as of the event date, no shares or derivative securities are reported as held.
Bleichroeder Acquisition Corp. director Clemence Rasigni filed an initial ownership report stating that no securities of the company are beneficially owned. This Form 3 identifies Rasigni as a director of Bleichroeder Acquisition Corp. with zero non-derivative or derivative holdings as of the reported event date.
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 investors led by Continental General Insurance Company report beneficial ownership of 2,000,000 Class A ordinary shares, equal to approximately 7.0% of the outstanding class. The ownership is held directly by Continental General Insurance Company, with Continental Insurance Group, Ltd., Continental General Holdings LLC, and Michael Gorzynski reported as indirect beneficial owners through their control relationships. The percentage is based on 28,750,000 Class A shares outstanding as of January 9, 2026. The filing notes an additional 666,666 shares underlying warrants that are excluded because they are not currently, and not expected to be, exercisable within 60 days. The reporting persons certify the securities are not held for the purpose of changing or influencing control of the company, other than activities solely in connection with a nomination under Rule 14a-11.
Millennium Management LLC and related entities report beneficial ownership of 1,500,000 Class A ordinary shares of Bleichroeder Acquisition Corp. II, representing 5.2% of the class. The filing covers Class A ordinary shares with a par value of $0.0001 per share.
Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander each report zero sole voting and dispositive power, and shared voting and dispositive power over 1,500,000 shares. The securities are held through entities subject to voting control and investment discretion by Millennium Management LLC and related managers, and the filers state this should not itself be construed as an admission of beneficial ownership.
The parties certify that the shares were not acquired and are not held for the purpose of changing or influencing control of Bleichroeder Acquisition Corp. II, consistent with a passive Schedule 13G filing.
Linden Advisors LP and related entities disclosed a new significant stake in Bleichroeder Acquisition Corp. II. As of January 9, 2026, Linden Advisors and its principal, Siu Min (Joe) Wong, may be deemed to beneficially own 1,500,000 Class A ordinary shares, representing approximately 5.2% of the outstanding shares. This includes 1,438,311 shares held by Linden Capital L.P. and 61,689 shares held in separately managed accounts.
Linden Capital and its general partner, Linden GP LLC, may each be deemed to beneficially own 1,438,311 shares, or about 5.0% of the class, with shared voting and dispositive power over those shares. The reporting parties certify that the securities were not acquired and are not held for the purpose of changing or influencing control of the company.
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.