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Bleichroeder Acquisition Corp., a Cayman Islands-based blank check company, filed its annual report describing progress toward completing its first business combination. The company targets technology, media and telecommunications and other sectors undergoing digital transformation.
After the reporting period, it completed an IPO on January 9, 2026, selling 28,750,000 units at $10.00 each and placing $287,500,000 into a trust account, alongside a private sale of 7,750,000 private placement warrants. The SPAC must close a business combination by January 9, 2028 or return trust funds to public shareholders.
On February 28, 2026, it signed a Business Combination Agreement with Pasqal Holding SAS, expected to be funded by the trust and a PIPE, with closing targeted for the second half of 2026, subject to regulatory and shareholder approvals. As of March 16, 2026, there were 28,750,000 Class A and 9,583,333 Class B ordinary shares outstanding, no material litigation, and the company highlighted cybersecurity and SPAC-specific regulatory risks.
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.