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Bleichroeder Acquisition Corp. II (BBCQ) is having its Class A ordinary shares, warrants, and units removed from listing and/or registration on Nasdaq. Nasdaq Stock Market LLC filed a Form 25 under Section 12(b) of the Securities Exchange Act of 1934 to strike these securities from listing.
The notice states that Nasdaq has complied with its own rules for delisting and with SEC Rule 12d2-2(b), and that the issuer has complied with the exchange’s rules and SEC Rule 12d2-2(c) governing voluntary withdrawal from listing and registration.
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.
Alyeska Investment Group, L.P., Alyeska Fund GP, LLC and Anand Parekh report beneficial ownership of Class A ordinary shares of Bleichroeder Acquisition Corp. II. As of 30 June 2026, they beneficially own 2,016,339 shares, representing 7.01% of the class. The position consists of 1,179,280 ordinary shares and 837,059 shares issuable upon exercise of warrants. All 2,016,339 shares are subject to shared voting and shared dispositive power, with no sole voting or dispositive power reported. The ownership is held through Alyeska Master Fund, L.P., over which Alyeska Investment Group, L.P. exercises voting and investment control, and Anand Parekh may be deemed a beneficial owner but disclaims beneficial ownership.
Fort Baker Capital Management LP, together with Steven Patrick Pigott and Fort Baker Capital, LLC, reports beneficial ownership of Class A ordinary shares of Bleichroeder Acquisition Corp. II. Fort Baker Capital Management LP directly holds 2,082,058 Class A ordinary shares, representing 7.2% of the Class A shares outstanding. The ownership percentage is based on 28,750,000 Class A ordinary shares stated as outstanding as of May 7, 2026, in the issuer’s Form 10-Q. Each reporting person has shared voting and dispositive power over these 2,082,058 shares and no sole voting or dispositive power. The parties file jointly, state they are not members of a group, and each disclaims beneficial ownership except to the extent of their pecuniary interest.
Highbridge Capital Management, LLC, an investment adviser to certain funds and accounts, reports beneficial ownership of Class A Ordinary Shares of Bleichroeder Acquisition Corp. II. The position is held by the Highbridge funds it advises, not directly by Highbridge itself.
Highbridge reports beneficial ownership of 1,632,494 Class A Ordinary Shares, representing 5.7% of the class, based on 28,750,000 Class A Ordinary Shares outstanding as of May 7, 2026. Highbridge has sole voting and dispositive power over these shares, and the Highbridge funds have the right to receive dividends and sale proceeds from the reported shares.
Bleichroeder Acquisition Corp. II, a Cayman Islands SPAC, reported June 30, 2026 balance sheet assets of $293.4 million, driven by $292.3 million of IPO proceeds invested in a U.S. Treasury-focused trust. It has 28,750,000 Class A public shares redeemable at about $10.17 per share and 9,583,333 Class B founder shares.
For the six months ended June 30, 2026, the company recorded a net loss of $2.4 million, with $7.2 million of formation, general and administrative costs partially offset by $4.8 million of interest income from the trust. Cash outside the trust was $866,407 and working capital showed a $5.2 million deficit; management discloses that this liquidity position raises substantial doubt about its ability to continue as a going concern absent a business combination.
The SPAC completed its IPO on January 9, 2026, selling 28,750,000 units at $10.00 each and a concurrent private placement of 7,750,000 warrants, incurring $17.9 million in transaction costs, including $12.25 million of deferred underwriting fees. It has signed and amended a Business Combination Agreement to merge with French quantum computing company Pasqal, valuing Pasqal at $2.0 billion pre-money, alongside a committed $250 million private investment in $312 million of senior unsecured convertible bonds and associated warrants, to close concurrently with the merger.
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.