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Adage Capital Management, L.P. and related reporting persons report a passive ownership position in Bleichroeder Acquisition Corp. II (Class A Ordinary Shares). Adage Capital Partners, L.P., for which Adage Capital Management, L.P. acts as investment manager, is reported as holding Class A Ordinary Shares of the company.
The reported position represents 3.72% of the Class A Ordinary Shares, based on 28,750,000 shares outstanding as of May 7, 2026, as stated in the company’s quarterly report for the period ended March 31, 2026. All voting and dispositive authority over the reported shares is described as shared among Adage Capital Management, L.P. and its principals, Robert Atchinson and Phillip Gross, who each report shared voting and shared dispositive power over the same block of 1,068,599 shares.
Bleichroeder Acquisition Corp. II reports that the U.S. SEC has declared effective its joint registration statement on Form F-4 with Pasqal Holding SAS for their proposed business combination. The Form F-4, originally filed May 26, 2026, includes Bleichroeder’s proxy statement and a prospectus for the French merger subsidiary.
Bleichroeder has set August 25, 2026 as the extraordinary general meeting date for shareholders to vote on the transaction, with August 4, 2026 as the record date. If completed, the combined company is expected to operate as Pasqal Holding SA and be listed on Nasdaq under the ticker PSQL, subject to shareholder approvals and other customary closing conditions. Extensive forward-looking and risk disclosures describe uncertainties around completing the deal, shareholder redemptions, regulatory approvals, financing, listing, and commercialization of Pasqal’s neutral-atom quantum computing technology.
Bleichroeder Acquisition Corp. II reports that on July 22, 2026 it, together with Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS, entered into Amendment No. 3 to their Business Combination Agreement related to the proposed business combination.
The amendment revises the terms of the equity incentive plan for the Surviving Corporation. The long-term incentive plan (LTIP) will allow awards in the form of founder’s warrants or free shares equal to up to 10% of the Surviving Corporation’s shares issued and outstanding immediately after Closing on a fully diluted, as-converted basis after redemptions. Bleichroeder and Pasqal will negotiate further LTIP edits, including performance-based vesting criteria for new awards, in good faith based on recommendations from Pasqal’s compensation consultant and subject to approval by the Surviving Corporation’s board of directors.
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.