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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.
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 ownership disclosure: Alyeska Investment Group, L.P.; Alyeska Fund GP, LLC; and Anand Parekh report beneficial ownership of 1,591,890 Class A ordinary shares, representing 5.54% of the class.
The position comprises 1,000,000 shares of Class A Common Stock and 591,890 shares issuable upon exercise of warrants. Shares outstanding were 28,750,000 as of March 16, 2026.
Bleichroeder Acquisition Corp II ownership disclosure: the LMR Investment Managers and associated persons report beneficial ownership of 1,600,000 Class A ordinary shares representing 5.6% of the outstanding Class A Ordinary Shares as of March 31, 2026. The holdings are directly held by LMR Multi-Strategy Master Fund Limited and LMR CCSA Master Fund Ltd, each holding 800,000 shares. The filing also states each fund holds 266,666 warrants exercisable at $11.50 per share, exercisable 30 days after the issuer's initial business combination and expiring five years after that event.
Bleichroeder Acquisition Corp. II reports that Adage Capital Management, L.P. and affiliated reporting persons each beneficially hold 2,250,000 Class A ordinary shares, representing 7.83% of the class based on 28,750,000 shares outstanding as of March 16, 2026.
The Schedule 13G states the shares are directly held by Adage Capital Partners, L.P. and that voting and dispositive power is shared; filing signatures are by Robert Atchinson and Phillip Gross dated May 13, 2026.
Bleichroeder Acquisition Corp. II, a SPAC listed on Nasdaq, reported its first quarter as a public company and advanced its planned merger with quantum computing firm Pasqal.
As of March 31, 2026, it held $289.7 million in a trust account and recorded a net loss of $2.7 million, driven by $4.9 million of formation, general and administrative costs partly offset by $2.2 million of interest income on trust investments. The company completed a January IPO of 28,750,000 units, placing $287.5 million into the trust.
Management disclosed a working capital deficit of about $2.9 million and stated that these liquidity constraints raise substantial doubt about its ability to continue as a going concern absent a successful business combination or additional financing.
The signed Business Combination Agreement values Pasqal at $2.0 billion pre-money and requires at least $150 million of available cash at closing from the trust and external financing. A related private investment includes $250 million of senior unsecured convertible bonds and accompanying warrants for a $200 million purchase price, expected to fund concurrently with closing.
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 reports that Bleichroeder Sponsor 2 LLC and affiliated reporting persons beneficially hold 9,583,333 Class B Ordinary Shares, representing 25.0% of the company's ordinary shares. These Class B shares are convertible into Class A Ordinary Shares on a one-for-one basis, subject to anti-dilution adjustments as described in the registration statement.
Based on the issuer's Form 10-K, the company had 38,333,333 ordinary shares outstanding as of March 16, 2026 (comprised of 28,750,000 Class A and 9,583,333 Class B). The filing discloses shared voting and dispositive power over the reported Class B shares by the Sponsor, Bleichroeder Manager 2 LLC, Andrew Gundlach, and Michel Combes, and notes 5,000,000 private placement warrants held by the Sponsor exercisable at $11.50 per share not exercisable within 60 days.