Bleichroeder moves to end SEC reporting duties

Bleichroeder Acquisition Corp. II (BBCQ) has filed a Form 15 to terminate the registration of certain securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d).

Rhea-AI Filing Summary

Bleichroeder Acquisition Corp. II (BBCQ) has filed a Form 15 to terminate the registration of certain securities under Section 12(g) of the Exchange Act and to suspend its duty to file reports under Sections 13 and 15(d). The affected securities are the units (each consisting of one Class A ordinary share and one-third of one redeemable warrant), the Class A ordinary shares, and the redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. Pasqal Holding SA, as successor by merger to Bleichroeder Acquisition Corp. II, authorized the filing, which was signed by Chief Executive Officer Dr. Wasiq Bokhari.

Key Figures

Warrant exercise price: $11.50 per share Par value of Class A ordinary shares: $0.0001 per share Form 15 date: September 8, 2026

3 metrics

Warrant exercise price $11.50 per share Each whole redeemable warrant exercisable for one Class A ordinary share

Par value of Class A ordinary shares $0.0001 per share Par value of BBCQ Class A ordinary shares covered by Form 15

Form 15 date September 8, 2026 Date the certification/notice was signed by the Chief Executive Officer

Key Terms

Form 15, Section 12(g), Section 13, Section 15(d), +2 more

6 terms

Form 15 regulatory

"CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

Section 12(g) regulatory

"TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT"

Section 12(g) is a rule that requires companies to register with the government and share their financial details when they have a certain number of shareholders or assets. It matters because it makes these companies more transparent, helping investors make informed decisions and keeping the markets fair.

Section 13 regulatory

"SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)"

Section 13 of the U.S. Securities Exchange Act requires public companies and large shareholders to disclose important ownership and reporting information to the market, including regular financial reports and filings when someone builds a significant stake. For investors it acts like a public checkbook and alert system: it provides verified updates on a company’s health and who controls it, helping buyers judge risk, spot takeover activity, and make informed decisions.

Section 15(d) regulatory

"SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)"

Section 15(d) is a U.S. securities law rule that can require a company to keep filing regular public financial reports with regulators after it sells stock in certain offerings, even if it otherwise would stop reporting. Think of it like a store that must continue posting its receipts so buyers can check its health; for investors, it preserves ongoing disclosure and helps them track a company’s finances and risks that might affect the stock.

redeemable warrant financial

"one-third of one redeemable warrant Class A ordinary shares"

A redeemable warrant is a financial tool that gives its holder the right to buy shares of a company at a fixed price within a certain period. If the holder chooses to do so, the company can buy back or cancel the warrant before it expires, often to encourage investment or manage share issuance. For investors, it provides an option to potentially buy shares at a favorable price while offering some flexibility for the issuing company.

successor by merger financial

"Pasqal Holding SA, as successor by merger"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What action is Bleichroeder Acquisition Corp. II (BBCQ) taking in this Form 15 filing?

Bleichroeder Acquisition Corp. II is filing Form 15 to terminate the registration of its units, Class A ordinary shares and redeemable warrants under Section 12(g) and to suspend its duty to file periodic reports under Sections 13 and 15(d) of the Exchange Act.

Which BBCQ securities are covered by this Form 15?

The Form 15 covers BBCQ’s units (each consisting of one Class A ordinary share and one-third of one redeemable warrant), the Class A ordinary shares with par value $0.0001 per share, and the redeemable warrants, each whole warrant exercisable for one Class A ordinary share at $11.50 per share.

Does Bleichroeder Acquisition Corp. II have other classes of securities still subject to reporting?

No. The Form 15 indicates “None” for titles of all other classes of securities for which a duty to file reports under Section 13(a) or 15(d) remains, meaning there are no other classes still subject to those reporting obligations.

Who signed the Form 15 for BBCQ and in what capacity?

The Form 15 was signed by Dr. Wasiq Bokhari, Chief Executive Officer of Pasqal Holding SA, acting as successor by merger to Bleichroeder Acquisition Corp. II. This indicates Pasqal Holding SA is now the successor entity to BBCQ.

What is the exercise price of the BBCQ redeemable warrants mentioned in the Form 15?

Each whole redeemable warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These warrants are among the securities whose registration is being terminated through this Form 15 filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/08/2026 - 04:00 PM EDT Accepted by SEC EDGAR 09/08/2026 - 04:00 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER

SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION

OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-43045

BLEICHROEDER ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

1345 Avenue of the Americas, Fl 47

New York, New York 10105

(212) 984-3835

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant

Class A ordinary shares, par value $0.0001 per share

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

	Rule 12g-4(a)(1)	☒
	Rule 12g-4(a)(2)	☐
	Rule 12h-3(b)(1)(i)	☒
	Rule 12h-3(b)(1)(ii)	☐
	Rule 15d-6	☐
	Rule 15d-22(b)	☐

Approximate number of holders of record as of the certification or notice date: None*

* On August 27, 2026, pursuant to that certain Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by Amendment No. 1, dated as of May 26, 2026, Amendment No. 2, dated as of June 25, 2026, and Amendment No. 3, dated as of July 22, 2026, the “Business Combination Agreement”), by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Bleichroeder Acquisition France Merger Sub 2 (now known as Pasqal Holding SA), a société anonyme organized under the laws of the Republic of France (“Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée organized under the laws of the Republic of France (“Legacy Pasqal”), the Company merged with and into Merger Sub, with Merger Sub surviving and the separate corporate existence of the Company ceasing (the “Reincorporation Merger”). Immediately prior to the Reincorporation Merger, each issued and outstanding unit of the Company detached into one Class A ordinary share and one-third of one warrant and ceased separate existence and trading. At the effective time of the Reincorporation Merger, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company (other than treasury shares, dissenting shares and shares as to which redemption rights were validly exercised) was converted into one ordinary share of Merger Sub, and each issued and outstanding warrant of the Company was converted into a warrant to purchase one ordinary share of Merger Sub. Immediately following the Reincorporation Merger, Legacy Pasqal merged with and into Merger Sub by way of a merger by absorption (fusion-absorption) under the French Commercial Code, with Merger Sub surviving and changing its name to “Pasqal Holding SA” (“New Pasqal”). Accordingly, there are no holders of record of the securities covered by this Form 15. The Company’s units, Class A ordinary shares and warrants were delisted from The Nasdaq Stock Market LLC and deregistered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to Rule 12g-3(a) under the Exchange Act, New Pasqal is the successor issuer to the Company.

Pursuant to the requirements of the Securities Exchange Act of 1934, Pasqal Holding SA, as successor by merger to Bleichroeder Acquisition Corp. II, has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

	BLEICHROEDER ACQUISITION CORP. II
	By:	Pasqal Holding SA, as successor by merger
Date: September 8, 2026	By:	/s/ Wasiq Bokhari
	Name:	Dr. Wasiq Bokhari
	Title:	Chief Executive Officer