Bleichroeder Acquisition II

SEC effectiveness completes the regulatory prerequisite for distributing the definitive proxy and prospectus, locking in the August 25, 2026 shareholder vote and advancing the transaction timeline. Execution risk remains active, as the filing warns that 'the number of redemption requests made by Bleichroeder’s shareholders in connection with the Business Combination' could 'leave the combined company with insufficient cash to execute its business plans.' Regarding other substance, the jointly distributed press release attributes to Pasqal the following: it was founded by quantum physicists including Nobel Prize laureate Alain Aspect; launched its first commercial deployment in 2022; employs approximately 300 people; serves over 25 clients and partners; and has raised more than USD 300 million in total funding. Named commercial engagements and partnerships include Los Alamos National Laboratory, CINECA (which integrated a 140-qubit system with the Leonardo supercomputer), MegazoneCloud, Crédit Agricole CIB, Saudi Aramco, True Nexus, LG Electronics, CMA CGM, OVHcloud, Thales, IBM (noting Pasqal is part of the IBM Quantum Network), and Sumitomo. The filing states Pasqal's current systems exceed 1,000 physical qubits, with a long-term pathway toward more than 10,000 physical qubits and 200 logical qubits. The security register lists Class A ordinary shares, units each containing one Class A share and one-third of a warrant, and whole warrants exercisable for one Class A ordinary share at an exercise price of $11.50 per share.

This filing activates the redemption mechanics and sets the deadline for investors to either redeem at trust value or remain as shareholders in the combined quantum computing company. It provides the definitive terms for the business combination, including valuation, financing, governance, and the deadline for the transaction. Investors must act by August 21, 2026 to redeem.

Investors can now model redemption impacts against the $10.17 trust floor ahead of the August 25, 2026 vote. The registration statement effectiveness closes the regulatory review window, locks the merger schedule, and confirms the post-combination corporate name as Pasqal Holding SA with a projected Nasdaq ticker of PSQL and a dual-listing target on Euronext N.V. Paris. Per the press release issued by Pasqal and Bleichroeder, the target reports approximately 300 employees, over 25 clients and partners, and more than USD 300 million in total funding from leading international investors. The same press release asserts that Pasqal’s neutral-atom systems exceed 1,000 physical qubits, outlines a roadmap toward more than 10,000 physical qubits and 200 logical qubits, and cites commercial deployments and partnerships attributed to Los Alamos National Laboratory, CINECA, MegazoneCloud, Crédit Agricole CIB, Saudi Aramco, True Nexus, IBM (noted as part of the IBM Quantum Network), LG Electronics, CMA CGM, OVHcloud, Thales, and Sumitomo. All operational, technological, and partnership assertions originate from the co-authored press release.

Sets a hard vote date of August 25, 2026 for the Pasqal quantum-computing deal and confirms the deal survived three amendments in five months. The reincorporation into a French societe anonyme rather than a Delaware or Cayman entity is unusual for a deSPAC and changes the governance and shareholder-rights regime for holders who do not redeem.

The Exchange Ratio is 22.74: a stated pre-transaction equity valuation of Legacy Pasqal of $2,000,000,000 divided by 8,796,556 non-fully-diluted shares, over $10.00 per Bleichroeder Surviving Corporation share. A court-appointed commissaire a la fusion must verify it, so the filing says the ratio is subject to change. Closing requires New Pasqal to have access to no less than $150,000,000 before transaction expenses, from trust after redemptions plus the March 2026 Financing, expressly excluding the Series C raise closed February 27, 2026. The Sponsor directly owns 9,583,333 Founder Shares.

This amendment materially adjusts the post-business combination ownership structure by capping the equity incentive pool at 10% of redeemed-share-adjusted outstanding stock, directly informing prospective redemption yield calculations and management retention alignment. Forward-looking statements prepared by Bleichroeder and Pasqal’s management attribute specific operational and financial characteristics to the combined entity, including that shareholder redemptions could leave insufficient cash to execute business plans, that Pasqal concentrates revenue in contracts with government or state-funded entities, and that the company faces technical challenges and market acceptance risks while commercializing emerging artificial intelligence and machine learning technologies. The filing also registers securities with a par value of $0.0001 per Class A ordinary share and establishes a whole warrant exercise price of $11.50. These disclosures provide investors with documented parameters for evaluating dilution mechanics, liquidity preservation scenarios, and target execution risk prior to the definitive proxy distribution and final redemption tally.

Beyond structural changes, the filing details substantive risk profiles attributed to the target’s disclosures: Pasqal concentrates revenue in government or state-funded contracts, faces technical and commercialization challenges with emerging technology, navigates AI/machine learning adoption and regulatory landscapes, manages cybersecurity/data protection risks, and pursues dual listing ambitions on a U.S. exchange and Euronext N.V. Paris. The company maintains a limited operating history and depends on senior management retention. Personnel signatories include Wasiq Bokhari (President, Pasqal Holding SAS), Michel Combes (President, Parent Merger Sub), and Marcello Padula (Chief Executive Officer, Parent). The amendment matters because it locks in a clear dilution ceiling for redeeming shareholders, introduces conditional compensation metrics that will require final board ratification, and underscores execution dependencies on foreign equity law and successful proxy solicitation.

Read against Amendment No. 3, the governing economics did not move: the same 22.74 Exchange Ratio, the same $2,000,000,000 Legacy Pasqal pre-transaction equity valuation over 8,796,556 non-fully-diluted shares, the same $150,000,000 minimum-cash access condition excluding the Series C raise closed February 27, 2026, and the same 9,583,333 Founder Shares held directly by the Sponsor. In both versions the illustrative per-share Redemption Price is still an unfilled bracket, so a holder cannot yet read the cash figure the redemption decision turns on.

Beyond transaction mechanics, the attached presentation advances Pasqal’s commercial and technical thesis through attributions by presenters Wasiq Bokhari, Loïc Henriet, and Stéphane Rougeot. Management reports 16.5M in audited 2025 commercial revenue and 66M+ in booked and awarded business (including grants) as of March 2026, backed by 10 commercial QPUs (seven installed, three in production). Executives assert delivery of 1,000+ physical qubits on a single neutral-atom machine consuming less than 4kW of power and operating without deep cryogenics. Named enterprise customers and channel partners include Aramco, Crédit Agricole, LG Electronics, IBM (IBM Quantum Network), NVIDIA (NVQLink), Microsoft Azure, Google Cloud, Capgemini, BCG, and Tata. Management projects a $720B cross-sector quantum market opportunity by 2040 per Global Quantum Intelligence data from February 2026. Technical claims cited include demonstrated quantum advantage in simulating the TmMgGaO4 rare-earth magnet, experimental implementation of a [[4,2,2]] error-detection code, and a roadmap targeting 200+ logical qubits with 99.9999% logical fidelity by 2029. Both companies highlight risks around shareholder redemptions concentrating public float, French sovereign oversight via BPI board representation, dependency on founding-team retention, and execution uncertainty on fault-tolerant scaling. Pro-forma capitalization assumes existing Pasqal shareholders at 76%, Bleichroeder shareholders at 11%, convertible investors at 10%, and the Bleichroeder sponsor at 3%.

For investors monitoring the redemption window, the explicit “assuming no redemptions” liquidity model signals that the transaction’s operational runway and growth execution hinge entirely on shareholder retention; any meaningful redemption rate would directly erode the $645.2 million cash target, forcing accelerated drawdowns on the $250 million convertible debt facility or triggering dilutive equity raises to sustain R&D through 2029. Beyond mechanics, Pasqal management asserts €16.5 million in audited 2025 commercial revenue against €3.5 million in 2024, with €66 million or more in booked and awarded business (including public grants) as of March 2026. Target enterprise and research clients cited in the presentation include Aramco, Credit Agricole, LG Electronics, Sumitomo, and CMA CGM, with channel distribution routed through Microsoft Azure, Google Cloud, and direct HPC/on-premise deployments. Industry research attributed to Global Quantum Intelligence (dated February 2026) projects a $720 billion quantum computing market by 2040. Technologically, management claims operation of seven commercial neutral-atom Quantum Processing Units (QPUs) plus three in production, highlighting a defect-free 1,024-atom register achievement and a demonstrated quantum advantage in TmMgGaO4 rare-earth magnetic material simulation in Q1 2026. Roadmap projections anticipate scaling to 10,000+ physical qubits and 200+ logical qubits with 99.9999% fidelity by 2029, supported by a stated manufacturing throughput target of up to 13 QPUs annually. The venture’s co-founders include Nobel laureate Prof. Alain Aspect and 2025 John S. Bell Prize winner Prof. Antoine Browaeys. Governance disclosures warn that French sovereign involvement via BPI and mandated prior authorization from the French Ministry of the Economy for quantum-tech acquisitions could introduce regulatory delays or board-level oversight. While none of these commercial or technological assertions alter the redemption countdown itself, they materially define whether public shareholders perceive sufficient post-deal capital adequacy, technical milestone probability, and sovereign-backed execution viability to justify foregoing the trust distribution.

While the established $10.17 trust share value and January 9, 2028 redemption deadline remain untouched, this amendment materially adjusts the economic and control landscape ahead of shareholder voting. Removing the additional one percent (1%) executive carve-out caps total dilution from the equity incentive plan at exactly ten percent (10%), which slightly improves the net asset backing per remaining public share compared to the original draft. Codifying board seats for Bpifrance Investissement and the EIC Fund formally embeds European state-backed and venture capital influence into the merged entity’s leadership, addressing minority governance expectations. These structural refinements lower founder/executive overhang concerns, streamline closing procedures, and signal progressing deal finalization, making it substantive for investors evaluating whether to redeem, hold, or vote through the proxy process.

The Exchange Ratio here is 23.04 — not the 22.74 stated in Amendment No. 2 (July 23, 2026) and Amendment No. 3 (July 31, 2026). The $2,000,000,000 Legacy Pasqal Pre-Transaction Equity Valuation and the $10.00 Bleichroeder Surviving Corporation share value are identical across all three; what moved is the denominator, from 8,678,789 Legacy Pasqal shares outstanding on a non-fully-diluted basis in this version to 8,796,556 in the later two. The $150,000,000 minimum-cash access condition and the Sponsor's 9,583,333 Founder Shares are unchanged.

These revisions alter post-merger board composition and executive equity terms, which impacts post-combination voting control and potential shareholder dilution, though they do not modify the $10.17 trust value per share, the $11.50 warrant exercise price, or the January 9, 2028 redemption deadline. The removal of the supplemental 1% executive grant reduces maximum executive overhang relative to earlier draft terms, while the codified designation rights for Bpifrance Investissement and the EIC Fund clarifies how major French institutional backers will influence board independence. The filing confirms the parties have progressed the business combination toward the definitive proxy stage by amending the merger agreement and noting the joint Form F-4 registration statement, yet it provides no new information regarding sponsor conduct, trust disbursements, or extension triggers. Investors tracking the transaction should monitor the upcoming definitive proxy statement/prospectus for concrete conversion ratios, special meeting dates, and final redemption windows.

Mechanically, the $649.1 million cash target is explicitly predicated on zero redemptions; if public shareholders redeem against the $10.17 trust value referenced in your tracking parameters, the post-combination capital base shrinks, which Pasqal’s risk factors warn could impair execution of its growth strategy or necessitate alternative financing before achieving the 10,000+ physical qubit and 200+ logical qubit targets management forecasts for 2029. Regarding non-mechanical substance, Pasqal’s management states it operates 7 quantum processing units in commercial use with 3 in production inside standard data centers consuming 4 kW of power, cites €16.5 million in 2025 commercial revenue and €66M+ of booked or awarded business as of March 2026, and lists customers including Aramco, Credit Agricole, LG Electronics, and CMA-CGM. Pasqal’s press release and investor materials attribute technical positioning to co-founders including 2022 Nobel Laureate Alain Aspect and 2025 John S. Bell Prize winner Antoine Browaeys, cite employment of over 275 personnel with more than 70 PhDs, and reference strategic integrations with NVIDIA’s CUDA-Q runtime, Microsoft Azure, and Google Cloud. A market size claim sourced to Global Quantum Intelligence (GQI) as of February 2026 estimates a $720B addressable opportunity by 2040 segmented across energy, advanced materials, life sciences, logistics, and financial services. The filing also flags French foreign investment regulations overseen by the Ministry of Economy and French state representation via BPI on the combined company board as operational dependencies.

Public filing of the Form F-4 initiates the definitive proxy distribution and shareholder voting timeline, making the record date and subsequent redemption window critical upcoming dates for capital preservation decisions. The $50.0 million PIPE expansion increases committed private capital and partially offsets liquidity shortfall risk should a portion of the $10.17 trust-value shares be redeemed before the 2028-01-09 deadline, though management’s own risk disclosures warn that heavy redemptions would concentrate ownership and restrict post-combination operational funding. Investors tracking sponsor conduct will note the internal reassignment of merger sub duties and updated recapitalization structure, while those modeling enterprise value must weight the stated $2.0 billion pre-money valuation against unverified technology milestones, commercial revenue scaling assumptions, and strategic partnership dependencies disclosed in the presentation.

This is the first point on an exchange ratio that then moved twice. Here it is 24.01, from the same $2,000,000,000 Legacy Pasqal Pre-Transaction Equity Valuation and $10.00 Bleichroeder Surviving Corporation share value used in every later version, divided by 8,330,989 Legacy Pasqal shares outstanding on a non-fully-diluted basis. Amendment No. 1 (June 25, 2026) restates it at 23.04 on 8,678,789 shares, and Amendments No. 2 and No. 3 at 22.74 on 8,796,556 shares. Any per-share figure read from this version is superseded.

This Rule 425 communication functions as a permitted pre-proxy technical update intended to shape the investment thesis before the shareholder vote. The document attributes the following substantive claims to Pasqal and its leadership: Chief Technology Officer Loïc Henriet reports that logical qubits outperformed physical qubits by more than 50% on average across 1,000 differential equations, delivering a factor of 10 improvement on a representative nonlinear problem, with median residuals of 0.042 versus 0.069 and errors of 0.011 versus 0.122. The filing asserts Pasqal operates at a combined gate fidelity of 99.4%, utilizes a [[4,2,2]] quantum error-detecting code that encodes 2 logical qubits into 4 physical qubits, employs over 275 people, and serves over 25 clients and partners including Aramco, CMA CGM, OVHcloud, Thales, IBM (noting participation in the IBM Quantum Network), and Sumitomo. Pasqal discloses more than USD 300 million in total funding, identifies the PROQCIMA/France 2030 programme as the research backer, and outlines a strategy focused on scaling hybrid quantum-classical workflows, improving gate performance, expanding logical qubit capacity, and advancing fault-tolerant architectures across aerospace, energy, pharmaceutical, finance, and materials sectors. Redemption trackers can use these validated technical milestones and disclosed partnership footprints to model enterprise value and assess redemption probability ahead of the F-4 proxy distribution, even though the cash mechanics and statutory deadlines remain unchanged.

The filing substantively advances the commercial narrative surrounding the merger target. According to the jointly issued press release, Pasqal and Aramco 'today officially inaugurated the Kingdom of Saudi Arabia’s first quantum computer' and unveiled 'the first commercial Quantum Computing as a Service (QCaaS) platform in the Middle East.' Pasqal’s Quantum Processing Unit, powered by neutral-atom technology and controlling 200 programmable qubits, was 'first deployed in November 2025' and now operates at Aramco’s data center in Dhahran. Aramco serves as a foundational customer progressing a roadmap of use cases spanning port logistics optimization, CO₂ storage optimization, well placement, and rig scheduling. Regarding corporate scale and capitalization, the document states Pasqal has been building hardware and software 'since 2019,' currently 'employs over 275 people,' and 'serves over 25 clients and partners,' including CMA CGM, OVHcloud, Thales, IBM, and Sumitomo. Pasqal holds 'more than USD 500 million in total funding from leading international investors,' while Aramco’s venture arm, Wa’ed Ventures, 'initially invested in Pasqal in January 2023.' Pasqal CEO Wasiq Bokhari describes the company’s core mission as enabling 'practical and secure quantum computing at scale today' through cloud-accessible platforms addressing complex industrial challenges. Forward-looking disclaimers warn that technical hurdles, regulatory shifts, or failure to realize anticipated merger benefits could materially alter outcomes. Because this communication introduces binding prospectus delivery language, operational milestones with a sovereign energy client, and precise headcount/funding metrics directly relevant to valuation diligence, it qualifies as material pre-vote intelligence for redemption decision-making.

Trust value per share is $10.08, slightly above the $10.00 IPO price. The completion window is 24 months from IPO (January 2028). The merger agreement has an outside date of December 31, 2026, with automatic extension to December 31, 2027. The deal includes a $200 million PIPE and a $2.0 billion valuation. The sponsor has agreed to vote in favor and not redeem. The company's working capital deficit and going concern disclosure suggest potential need for additional loans or working capital. The filing provides the first detailed financials since IPO and the merger agreement terms.

This filing does not amend the January 9, 2028 liquidation deadline, the $10.17 per-share trust account balance referenced in the registrant’s public filings, or the DEAL_ANNOUNCED business combination status. However, executive turnover in a pre-combination blank check company directly signals sponsor conduct and operational continuity. Shifting Andrew Gundlach from dual President/CEO responsibilities to Executive Chairman, while promoting Marcello Padula to Chief Executive Officer, represents an internal governance realignment that will dictate who leads merger negotiations, investor communications, and extension discussions. Because the Board confirmed no altered pay structures or undisclosed side agreements, the economic incentives driving the new leadership remain transparent. Investors tracking redemption windows, trust preservation, and sponsor diligence should monitor upcoming reports for strategic pivots, proxy solicitations, or amendment filings tied to this updated command hierarchy before the deadline expires.

For investors tracking redemption windows, trust distribution, and execution milestones, this communication delivers zero procedural updates to the existing calendar or capital structure. Instead, it serves as a Rule 425 messaging vehicle aimed at legitimizing listing timing and preemptively addressing liquidity concerns ahead of the shareholder vote. By formally documenting management's awareness that redemptions could starve the post-combination balance sheet, the filing places the burden of capital preservation squarely on anticipated vote outcomes and PIPE/convertible financing execution. The cited executive perspective and third-party analyst commentary are unverified promotional assertions, not historical disclosures, meaning they carry no contractual force over deal economics or sponsor obligations. Investors should monitor actual redemption submissions against the explicitly flagged cash-depletion risk and verify whether the anticipated dual-listing pathway aligns with exchange requirements once the registration statement declaration date arrives.

The document functions as an active retention tool to deter redemptions by highlighting sector momentum and attaching a $2 billion expected valuation to Pasqal (table footnoted 'As of April 23, 2026', 'Source: The companies'). Antoine Legault, VP of equity research at Wedbush Securities, attributes current market conditions to strong demand, claiming 'If you have quantum in your company name, you’re worth at least $1 billion from the get go' and estimating a game-changing quantum computer 'could be worth tens of billions in addressable market'. Christian Weedbrook, founder and CEO of Xanadu, characterizes the SPAC route as necessary for speed and capital raising, stating 'Time is of the essence,' 'It is a bit of a race.' Matt Kinsella, CEO of Infleqtion, echoed this urgency, saying he wanted to ensure the company raised needed capital before the window closed. John McPeake, senior research analyst at Rosenblatt Securities, cites renewed U.S. government interest and Nvidia’s recent launch of open source quantum AI models as legitimizing catalysts, projecting that industry road maps target 'fault tolerance' by 'the end of the decade'. Joe Fitzsimons, founder and CEO of Horizon Quantum, compares the timing to the AI boom, advising investors to enter 'just before ChatGPT comes out'. Pasqal CEO Wasiq Bokhari explicitly aligns the company’s strategy with this sentiment, stating 'People are realizing that quantum computing is only a few years behind AI' and confirming the goal to 'go out and tell our story'. The included comparative table lists employee counts and latest valuations/market caps for public veterans (Quantum Computing Inc. at $2.2 billion with 188 employees; IonQ at $17.3 billion with 1,132 employees; D-Wave at $7.9 billion with 395 employees; Rigetti at $6.1 billion with 164 employees), newly public firms (Infleqtion at $3.2 billion listed February 2026 with 250 employees; Xanadu at $8.3 billion listed March 2026 with 264 employees; Horizon Quantum at $616 million listed March 2026 with 50+ employees), and pipeline targets including Pasqal (297 employees, expected in second half of 2026), IQM (300+ employees, expected in second half of 2026), Terra Quantum (200 employees, expected sometime in 2026), Seeqc (42 employees, expected mid 2026), and Quantinuum (700 employees, TBD). Management’s Forward-Looking Statements section also warns of additional mechanics-related pressures: failure to secure shareholder or regulatory approval, disruption to Pasqal’s operations, concentration of revenue in government/state-funded contracts, and dependence on strategic partners.

This filing acts as pre-combination investor relations material, validating target-scale commercial activity ahead of the proxy vote. Wasiq Bokhari, CEO of Pasqal, stated the company delivered logical qubit demonstrations in 2025, is scaling towards 1000 qubits, and mapping a clear path toward fault-tolerant quantum computing. Pierre Dulon, Global Head of the Technology Sector at Crédit Agricole CIB, shared that partnering with Pasqal showed immediate relevance for concrete financial use cases, specifically credit-risk monitoring and portfolio optimization. According to the filing's company overview, Pasqal, headquartered in France, employs over 275 people, serves over 25 clients (listing CMA CGM, OVHcloud, Thales, IBM, and Sumitomo), and has received more than USD 300 million in total funding from international investors. System integration claims are attributed to European HPC centers GENCI and CINECA, who detailed embedding Pasqal neutral-atom processors into classical workflows through the HPCQS hybrid project co-funded by the European HPC Joint Undertaking and Italy’s Ministry of University and Research. Paco Martin of IBM outlined development on the Quantum Resource Management Interface (QRMI) for orchestrating quantum resources alongside classical clusters and AI accelerators in SLURM environments, while NVIDIA participated in sessions exploring hybrid quantum-classical architectures. Cross-border collaboration points were emphasized by P33 Chicago, Los Alamos National Laboratory, Institut quantique at Université de Sherbrooke, and PINQ². The document concludes with Rule 425 forward-looking statement disclaimers and transaction risk factors, directing security holders to consult the final Registration Statement and referencing earlier SEC documents filed on January 8, 2026, and January 9, 2026.

The filing advances the deal toward definitive voting materials without changing commercial terms, but supplies disclosure context that affects redemption strategy and post-merger capital sustainability. Management attribution: Pasqal CEO Wasiq Bokhari stated the SPAC merger and public listing constitute 'the first step toward becoming truly global' and emphasized that 'U.S. markets are the premier markets' for 'access to capital' and 'capital depth.' Sector benchmarking per Barron’s: three quantum firms completed SPAC mergers in 2026; Xanadu Quantum Technologies surged 15% on debut; IonQ surpassed $100 million in annual GAAP revenue in 2025; IQM plans to merge with Real Asset Acquisition next quarter. Academic/analyst commentary: University of Florida finance professor Jay Ritter told Barron’s that roughly 20 SPACs form monthly, historical de-SPAC equity returns have averaged a 60% decline in the 12 months post-merger, yet high redemption rates typically shield public investors from downside. Risk matrix per the disclaimer: Pasqal faces a limited operating history, concentration of revenue in government or state-funded contracts, significant technical commercialization hurdles, dependence on senior management retention, and objectives for dual listing on Euronext N.V. Paris alongside U.S. exchange maintenance. For redemption-track investors, these disclosures confirm the combination’s reliance on sustained public-market capital depth, flag the liquidity risk if redeemations outpace the $10.17 trust reserve plus PIPE commitments, and underscore that deal sequencing toward the Form F-4/mail-out date keeps the January 9, 2028 deadline active while subjecting the trust pool to standard redemption drawdown mechanics.

What changed: A Current Report on Form 8-K furnishing a joint press release reminding shareholders of an upcoming extraordinary general meeting to vote on the proposed business combination with Pasqal Holding SAS. The filing confirms that Bleichroeder Acquisition Corp. II’s joint registration statement on Form F-4 was declared effective by the SEC on August 5, 2026, and that definitive proxy materials were mailed to shareholders of record as of the close of business on August 5, 2026. An extraordinary general meeting is scheduled for August 25, 2026, to vote on the merger and related matters. This advances the transaction to its final shareholder approval stage, triggering the active period for potential redemption elections before the September 10 closing window typically follows such meetings. Why it matters: Investors weighing redemption decisions must evaluate the target alongside the extensive forward-looking risk disclosures attached to the proxy. According to the joint press release and accompanying prospectus, Pasqal is a France-based neutral-atom quantum computing firm founded in 2019 that employs approximately 300 people and serves over 25 clients and partners, including Saudi Aramco, LG Electronics, Crédit Agricole CIB, CMA CGM, OVHcloud, Thales, IBM, and Sumitomo. The company leverages Nobel Prize-winning research to build high-performance quantum systems and cloud-ready software for optimization, simulation, and artificial intelligence, and has been backed by more than USD 300 million in total funding from leading international investors. Management and the target explicitly flag risks inherent to the venture, citing potential technical challenges, delayed commercialization or market acceptance for the emerging technology, reliance on strategic partners and third parties, concentration of revenue in contracts with government or state-funded entities, and a potential need for additional future financing prior to or after the Business Combination.

What changed: A DEFA14A (Definitive Additional Materials) filing serving as Supplement No. 1 to a prior proxy statement/prospectus, which attaches the complete English and French text of the Cayman Islands and French Reincorporation Plan of Merger and corrects clerical errors in the articles of association of the surviving entity, explicitly stating that no changes are being made to the underlying business combination terms. Nothing materially altered the redemption calendar, trust mechanics, or extension provisions. The filing merely supersedes two annexes originally filed on August 5, 2026. Annex B provides the verbatim statutory plan governing how Bleichroeder Acquisition Corp. II merges into Bleichroeder Acquisition France Merger Sub 2, setting an effective date of 27 August 2026. Section G of the attached draft Merger and Absorption Agreement explicitly notes that the total number of shares 'may be reduced as a result of the exercise by the public shareholders... of their right to redeem their shares for a pro rata portion of the trust account,' and that the exchange ratio 'might be adjusted to reflect the actual number of the Absorbing Company shares outstanding at Completion Date.' It further states the contributed asset value 'may be adjusted to reflect any cash repayments made.' Why it matters: While procedurally supplemental, the document locks the exact balance sheet mechanics that will determine post-redeption share allocation and liquidation values. The Reference Accounts of the Absorbed Company list Investments held in Trust Account at 289,715,723 USD alongside accrued offering costs of 75,000, accrued expenses of 4,421,580, long-term prepaid insurance of 114,375, total current assets of 1,566,004, total current liabilities of 4,496,580, and a Deferred underwriting fee of 12,250,000, producing net assets contributed at 274,649,522 USD. The transaction relies on a stated exchange rate of 1 EUR = 1.16598 USD as of 31 May 2026 to convert these figures into 235,552,515.48 EUR. To fund the creation of 38,333,333 new shares at a par value of approximately 6.14 EUR each, the absorbing company raises capital by 235,549,545.29 EUR while simultaneously reducing it by 50,000 EUR through cancellation of 8,137 self-held shares, booking a merger premium of 2,970.19 EUR. The preamble frames the restructuring as achieving 'market expansion and access to new clients,' securing 'access to U.S. capital markets' for 'facilitated access to institutional and retail investors,' and providing 'enhanced international credibility.' Post-merger governance will be overseen by a board comprising Dr. Wasiq Bokhari, Alain Aspect, Georges-Olivier Reymond, Michel Combes, Barbara Dalibard, Michael Blitzer, Nicolas Berdou, Jean Ruby, and Andrew Gundlach. Shareholder approvals remain due no later than 30 September 2026, with automatic termination if uncompleted by 31 October 2026.

What changed: Proxy Statement/Prospectus Supplement No. 1 (Form 425) filed by Bleichroeder Acquisition Corp. II to update Annex B (Reincorporation Plan of Merger, including both Cayman and French merger plans) and Annex H-1 (corrected articles of association of New Pasqal) to the definitive proxy statement/prospectus dated August 5, 2026, for the business combination with Pasqal. No changes are made to the underlying Proxy Statement/Prospectus terms; the supplement only replaces the referenced annexes with full-text versions and corrects clerical errors in the New Pasqal articles. The filing states: (A) Annex B is updated to include the full text of the Cayman Reincorporation Plan of Merger (plan of merger under Part 16 of Cayman Companies Act) and the French Reincorporation Plan of Merger (traité de fusion under French Commercial Code) for the reincorporation merger of Bleichroeder Acquisition Corp. II into the French sub, Bleichroeder Acquisition France Merger Sub 2; (B) Annex H-1 is updated to correct clerical errors in the amended and restated articles of association of New Pasqal. The exchange ratio remains 1:1. The merger effective date is stated as 27 August 2026. The Merger Sub's share capital will be EUR 50,000 (8,137 shares) before the merger and EUR 235,549,545.29 (38,333,333 shares) after. The net assets contributed by the Absorbed Company (Bleichroeder) are stated as USD 274,649,522. The trust account balance is stated as USD 289,715,723 as of 31 March 2026. Public shareholders' redemption right is disclosed: share count and contributed asset value may be reduced by redemptions, with a possible exchange ratio adjustment. The merger plan may lapse automatically if not completed by 31 October 2026. Why it matters: For investors tracking this deal, this supplement provides the final legal merger documents for the reincorporation step, confirming the 1:1 share exchange and the key deadline (effective date 27 August 2026, with automatic lapse on 31 October 2026). The trust account is disclosed at $289.7M. Redemption risk remains live, and any redemptions will reduce the post-merger cash available to the combined company. The corrected articles of association for the ultimate surviving company (Pasqal Holding) are now on the record. No new financial projections or business updates on Pasqal are provided.

What changed: A Schedule 13G beneficial ownership report identifying three associated reporting parties: Fort Baker Capital Management LP, Steven Patrick Pigott, and Fort Baker Capital, LLC. The excerpt contains no updates on redemption deadlines, trust account balances, extension mechanisms, target business development, or sponsor conduct. It lists entity names but omits all percentage thresholds, share quantities, acquisition costs, and effective dates required to assess beneficial ownership changes or control shifts. Why it matters: This filing functions as a routine registration of holding status rather than a disclosure of transactional activity or strategic direction. Because the text provides no numerical holdings, voting agreements, or board nominations, it does not alter the SPAC’s structural timeline or capitalization mechanics. Investors monitoring the redemption window and trustee distributions should treat this as a baseline compliance marker; substantive signals regarding liquidity events, sponsor leverage, or merger momentum will require subsequent 13D/G amendments that quantify stakes or declare intent.

What changed: This document IS a Proxy Statement/Prospectus Supplement No. 1 that files an updated Annex B containing the full text of the Cayman Islands and French Reincorporation Plan of Merger, while simultaneously correcting clerical errors in Annex H-1 regarding the amended and restated articles of association of New Pasqal. According to Section G of the attached Merger Agreement, public shareholders retain a redemption right to exchange shares for a pro rata portion of the trust account; the document states that redeeming shares may reduce the total share count, potentially adjusting the exchange ratio to reflect actual shares outstanding at completion, with contributed asset value further adjusted for any cash repayments. The Plan of Merger sets the Effective Date as 27 August 2026, requires extraordinary general meeting approvals no later than 30 September 2026, and stipulates automatic lapse without indemnity if uncompleted by 31 October 2026. Per the Reference Accounts of the Absorbed Company as of 31 March 2026, Assets Contributed total USD 291,396,102 (Cash USD 1,331,014; Prepaid expenses USD 234,990; Long-term prepaid insurance USD 114,375; Investments held in Trust Account USD 289,715,723), offset by Liabilities Assumed of USD 16,746,580 (Accrued offering costs USD 75,000; Accrued expenses USD 4,421,580; Deferred underwriting fee USD 12,250,000), establishing Net Assets of USD 274,649,522. The parties fix a one-to-one exchange ratio, executing a capital increase of EUR 235,549,545.29 through 38,333,333 new shares at approximately EUR 6.14 par value, alongside a capital reduction of EUR 50,000 canceling 8,137 self-owned shares. According to Schedule 10 of the Plan, pre-merger surviving directors are Michel Combes, Marcello Padula, and Andrew Gundlach, with the post-merger board expanding to include Dr. Wasiq Bokhari, Alain Aspect, Georges-Olivier Reymond, Barbara Dalibard, Michael Blitzer, Nicolas Berdou, and Jean Ruby. Under Section 1.4 of the Merger Agreement, off-balance-sheet commitments are disclosed as None, and Section 3.2 specifies that Bleichroeder Acquisition Corp. II currently employs zero staff. Why it matters: According to the Supplement, the explicit linkage between redemption exercises, share count adjustments, and contributed asset valuation means actual trust distributions will mechanically scale post-combination ownership and net asset backing per share. The hard calendar deadlines eliminate indefinite extension ambiguity and force accelerated execution before the 31 October 2026 cutoff. The fixed one-to-one parity, combined with the accounting rule that contributions transfer at book value rather than fair market value under French General Chart of Accounts regulations, dictates how historical SPAC liquidity converts into the surviving entity’s equity base. As outlined in Section D of the Merger Agreement, the transaction targets market expansion, access to U.S. capital markets for institutional and retail investors, enhanced international credibility, and capital structure optimization to issue new financial instruments and employee incentive mechanisms. Under Article 3 of the New Pasqal Articles of Association, the surviving company’s corporate purpose centers on quantum computing, quantum simulation, neutral atom laser technologies, software/hardware development, IP exploitation, and consulting services. The appointed nine-member leadership and specified corporate governance rules in Articles 13 through 25 establish the operational and fiduciary framework for the listed European entity.

What changed: Schedule 13G/A amendment, a routine SEC beneficial ownership disclosure. The filing identifies Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh as reporting entities. The excerpt provides no amended share counts, percentage thresholds, transaction dates, or statements of investment purpose. Consequently, there is no disclosed alteration to the mechanics governing shareholders: the $10.17 per-share trust balance, the 2028-01-09 business combination deadline, any extension provisions, or sponsor conduct remain unaffected by the visible text. Why it matters: As a routine compliance exhibit tracking institutional position adjustments, this 13G/A signals that the named holders have updated a prior disclosure, potentially reflecting portfolio rebalancing or regulatory recalibration. Without the numerical amendments or purpose clauses, it offers no actionable data on redemption pressure, merger approval probability, or capital allocation strategy. Investors should consult the complete exhibit to determine whether the filing records an increase, decrease, or mere clarification of holdings, as only those figures would impact valuation modeling or deal timeline assessments.

What changed: A Schedule 13G beneficial ownership report filed on 2026-08-14 under identification number 0000919574-26-005329, submitted by Highbridge Capital Management, LLC to declare share holdings in Bleichroeder Acquisition II (BBCQ). The filing registers a regulatory statement of beneficial ownership by Highbridge Capital Management, LLC. It contains no amendments to corporate action timelines, no recalculation of trust balances, no extension proposals, no updates to merger execution status, and no descriptions of sponsor conduct. Why it matters: Investors monitoring redemption windows, trust preservation, extension mechanisms, deal progress, or sponsor behavior will note that this routine 13G submission functions exclusively as an ownership registry. The document makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and provides no operational or structural signals beyond the act of institutional share disclosure.

What changed: A Schedule 13G/A amendment reporting aggregated beneficial ownership of BBCQ securities across affiliated Continental Insurance entities and Michael Gorzynski. The filing consolidates reporting across CONTINENTAL GENERAL INSURANCE CO, Continental Insurance Group, Ltd., Continental General Holdings LLC, and Gorzynski Michael as related beneficial owners. It contains no updates to redemption mechanics, trust valuations, extension votes, merger timelines, or sponsor conduct. Why it matters: For shareholders tracking liquidity windows and deal momentum, this amendment reflects administrative alignment of affiliate disclosures rather than a shift in blockholder voting weight or redemption intent. Because the excerpt provides neither aggregate share quantities nor investment purposes, it offers no indication of whether the Continental group intends to convert shares, vote for the proposed business combination, or exercise withdrawal rights ahead of the expiration date. The filing does not trigger new shareholder remedies, alter trust distribution schedules, or signal changes in management oversight or sponsorship agreements.

What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2026. The trust value increased from $287.5 million at IPO to $292,280,120 as of June 30, 2026, reflecting $4.78 million of interest earned year-to-date. The redemption value per share rose from $10.00 to $10.17. Working capital was $866,407, with a deficit of $5,158,160. The company reported a net loss of $2.39 million for the six months. Three amendments were made to the Business Combination Agreement (Amendments No. 1, No. 2, and No. 3) and the SPA was amended to increase a private investment by $50.0 million to $250 million aggregate purchase price. The outside date to close the Pasqal deal automatically extends to December 31, 2027 unless both parties terminate earlier. The company also noted a going concern qualification due to liquidity constraints. Why it matters: This filing provides the first detailed look at trust mechanics and deal economics for BBCQ since its IPO. Key for investors: (1) the trust is accumulating interest and the redemption value is already $10.17, (2) the Pasqal deal has a minimum cash condition of $150 million available at closing, (3) a $250 million convertible note PIPE (20% OID) is contingent on closing, and (4) there is a clear path to a year-end 2026 termination/long-stop with an automatic extension to 2027. The sponsor conduct: sponsor received 9.58 million founder shares for $25,000 (approx. $0.003/share) and agreed to not redeem in favor of the deal. The independent directors/COO/CFO received stock grants contingent on deal close. The company has substantial doubt about going concern absent a deal.

What changed: SEC Schedule 13G/A, a passive beneficial ownership amendment reporting updated shareholder positions. The amended report lists three reporting persons—Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. The supplied excerpt contains no share quantities, percentage of outstanding common stock, acquisition or disposition dates, or purpose-of-transaction language. Why it matters: For a SPAC in DEAL_ANNOUNCED status, a 13G/A updates the public ledger of passive institutional holdings but does not alter the January 9, 2028 redemption deadline, the stated $10.17 per-share trust balance, or merger execution timelines. Because the excerpt omits quantum and percentage data, it does not mechanically trigger redemption windows, indicate sponsor lock-up activations, or reveal new customer, revenue, market-size, technology, or partnership claims. It functions solely as a periodic Section 13(d) compliance update reflecting aggregate ownership that sits at or near the 5% reporting threshold.