Bleichroeder Acquisition Corp II SEC Filings

Bleichroeder Acquisition Corp. amended its agreement to acquire Pasqal Holding SAS and revised related financing arrangements. The registrant assigned Parent Merger Sub’s rights and obligations to a new French merger subsidiary and executed a related amendment that increases a Securities Purchase Agreement subscription by $50.0 million to $250.0 million.

The company furnished an investor presentation and issued a press release announcing the filing of a Form F-4 in connection with the business combination; a definitive proxy/prospectus will be mailed after the registration statement is declared effective.

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 and its co-registrants have filed a preliminary Form F-4/proxy statement to seek shareholder approval for a business combination to reincorporate Bleichroeder in France and merge Legacy Pasqal into the surviving French entity to form New Pasqal. The transaction contemplates an Exchange Ratio of 24.01 based on a Pre-Transaction Equity Valuation of $2,000,000,000, financing including a March 2026 financing package and trust account proceeds, governance changes, director elections, an equity incentive plan equal to up to 10% of post-closing fully diluted shares, and issuance of senior unsecured convertible bonds and warrants under the March 2026 SPA.

The proxy solicits votes on multiple Condition Precedent Proposals (including reincorporation, the Merger, governing documents, share issuance and incentive plan), describes public shareholder redemption rights for a pro rata Trust Account cash Redemption Price, and summarizes financing terms that would leave Legacy Pasqal shareholders with a majority stake in New Pasqal under the disclosed assumptions.

Pasqal Holding SAS reported research demonstrating that logical qubits outperformed physical qubits when solving differential equations on its neutral-atom quantum processor. The company reported a 99.4% gate fidelity platform and tested a quantum kernel across 1,000 equations, finding >50% average accuracy improvement and up to 10x on certain nonlinear problems. Pasqal said the logical implementation used more complex circuits yet delivered more accurate application-level results and said this work informs hardware development priorities.

Aramco and Pasqal launched Saudi Arabia's first quantum computer and the Middle East's first commercial Quantum Computing as a Service (QCaaS) platform. The Pasqal Quantum Processing Unit (QPU), first deployed in November 2025, controls 200 programmable qubits and is hosted at Aramco's Dhahran data center, offering low-latency cloud access for customers and regional research users. The partnership frames Aramco as a foundational customer and notes prior investment by Wa'ed Ventures in January 2023. The release emphasizes targeted industrial use cases including port logistics, CO2 storage optimization, well placement, and rig scheduling, and references Pasqal's funding of $500 million and client base supporting commercial deployment.

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 2 France II and Pasqal Holding SAS disclose Pasqal’s selection as an XPRIZE Quantum Applications finalist. The posts, dated May 11, 2026, highlight technical evaluation ahead and reference the proposed business combination between Bleichroeder and Pasqal. The communication includes forward-looking statements and notes that a Registration Statement on Form F-4 will be filed in connection with the business combination.