BBCQ SEC filings, in plain English
Everything Bleichroeder Acquisition II has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Bleichroeder Acquisition Corp. II consummated its business combination with Pasqal Holding SAS on August 27, 2026. The SPAC merged into a surviving corporation that changed its name to Pasqal Holding SA (New Pasqal). Bleichroeder units detached into shares and warrants; warrants converted to New Pasqal Warrants, and shares converted to New Pasqal Shares based on an exchange ratio referencing a deemed value of $10.00 per share. The original Registration Rights Agreement and Trust Agreement were terminated, replaced by an Amended and Restated Registration Rights Agreement and Lock-Up Agreements. All former directors and officers resigned effective upon the merger closing. Trading in BBCQ securities was suspended for delisting from Nasdaq, while New Pasqal Shares and Warrants are expected to trade under symbols PSQL and PSQLW. Why it matters: This filing confirms the completion of the deal, triggering the end of the SPAC's existence and the start of trading for the combined entity. It establishes the new capital structure, removes the trust account via termination of the investment management agreement, and outlines the post-closing governance through new registration rights and lock-ups. Investors should note the resignation of the entire prior management team and the specific exchange mechanics ($10.00 deemed value) used to convert their holdings.
What changed: Bleichroeder Acquisition Corp. II filed a Form 8-K under Rule 425 reporting the results of an Extraordinary General Meeting held on August 25, 2026, regarding its proposed business combination with Pasqal Holding SAS. The filing states that shareholders approved the Business Combination, Reincorporation Merger, French Merger, Governing Documents, Advisory Governing Documents, Director Elections for the New Pasqal Board, Incentive Plans (RSU, BSPCE, Stock Option, and Warrant Delegation), and Share Issuance proposals. Specifically, 21,467,865 shares voted FOR the Business Combination against 2,616,196 AGAINST. The document further reports that public shareholders holding 26,039,602 Class A ordinary shares validly elected to redeem their shares upon consummation. Why it matters: This filing confirms the shareholder approval required to proceed with the merger between Bleichroeder and Pasqal, validating the deal's governance structure and board composition. Crucially, it quantifies the redemption pressure: with 26,039,602 shares redeemed out of 28,750,000 public Class A shares outstanding, approximately 90.6% of public shares are being returned for cash. This massive redemption rate significantly reduces the trust value remaining in the SPAC, potentially impacting the cash available for the combined company's operations or requiring additional financing from sponsors or PIPE investors to meet post-merger liquidity needs.
What changed: Bleichroeder Acquisition Corp. II filed a Form 8-K reporting the results of an Extraordinary General Meeting held on August 25, 2026, where shareholders approved the business combination with Pasqal Holding SAS and related proposals. The filing discloses that 21,467,865 shares voted FOR the Business Combination Proposal against 2,616,196 AGAINST, constituting approval. It also reports that public shareholders holding 26,039,602 Class A ordinary shares validly elected to redeem their shares upon consummation of the closing. Why it matters: The shareholder vote confirms the necessary corporate governance approvals for the merger, while the redemption figure of 26,039,602 shares indicates the amount of trust value likely leaving the company, which directly impacts the post-merger cash position and dilution for remaining holders.
What changed: Form 8-K current report containing an amended and restated advisory services agreement. Per the filed agreement dated August 19, 2026, Bleichroeder Acquisition Corp. II updated its engagement with MJP Advisory Group LLC, an affiliate of Chief Executive Officer and Chief Operating Officer Marcello Padula. The updated contract replaces a November 24, 2025 arrangement and formally compensates extraordinary services delivered through February 28, 2026 regarding the proposed Pasqal Business Combination with Pasqal Holding SAS. The agreement mandates a monthly service fee of $18,000, a $1,850,000 payment triggered at the closing of the initial business combination, and a $600,000 payment triggered if the company liquidates. The registrant's filing expressly prohibits any of these fees from being paid from amounts held in the public shareholders’ trust account, specifying that closing proceeds or other corporate funds must cover them instead. It also confirms Mr. Padula has no guaranteed future position in the combined company absent a separately signed written statement from the board chair. Why it matters: This exhibit clarifies the mechanical and financial backdrop for the announced Pasqal Holding SAS merger ahead of the January 9, 2028 deadline. By isolating advisor compensation away from the trust account—valued at $10.17 per share—the filing assures investors that sponsor-linked payouts will not erode redemption values. Conversely, the structure reveals significant contingent liabilities: failure to close due to company termination without cause accelerates six additional months of monthly fees alongside the full $1,850,000 or $600,000 waterfall, demonstrating rigid financial incentives tied to deal execution. Furthermore, the document details clauses assigning all intellectual property created during the search to the company and enforcing strict confidentiality, underscoring standard shell-company transition protocols. Tracking the deal calendar, the explicit reference to a Merger Agreement executed on February 28, 2026 signals that substantive negotiations preceded this administrative compensation adjustment, providing concrete validation of merger progress for shareholders evaluating their redemption rights.
What changed: A Rule 425 written communication filed as a Current Report on Form 8-K, enclosing Exhibit 99.1, a joint press release dated August 20, 2026. The filing confirms proximate voting mechanics and calendar milestones without amending the merger agreement or extending the liquidation deadline. The SEC declared the joint Registration Statement on Form F-4 effective on August 5, 2026. Proxy materials were mailed to shareholders as of August 4, 2026, establishing a shareholder record date of August 5, 2026. An extraordinary general meeting to approve the business combination is scheduled for August 25, 2026. The document explicitly flags that the volume of redemption requests could leave the combined company with insufficient cash to execute its business plans. Why it matters: SPAC investors face a compressed decision window between material receipt and the August 25 vote, directly impacting redemption behavior and post-deal liquidity. The jointly issued press release attributes to management that Pasqal leverages Nobel Prize-winning research to build neutral-atom quantum computing systems and cloud-ready software targeting optimization, simulation, and artificial intelligence. The companies state Pasqal employs approximately 300 people in France and serves over 25 clients and partners, listing Saudi Aramco, LG Electronics, Crédit Agricole CIB, CMA CGM, OVHcloud, Thales, IBM, and Sumitomo. The filing discloses Pasqal has secured more than USD 300 million in total funding from leading international investors and aims to list on Nasdaq through this transaction. Cautionary statements warn Pasqal confronts risks related to commercializing emerging quantum technology, dependence on senior management, potential needs for additional future financing, and heavy concentration of revenue in government or state-funded contracts.
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 vs 2026-05-07trust $289.7M → $292.3M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $289.7M$292.3M
- Combination deadline
- 2026-12-31 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $2,564,397 was added to the trust between the two filings.
The clause …“offering costs — 217,025 Long-term prepaid insurance 76,250 — Investments held in Trust Account 292,280,120 — Total Assets $ 293,427,190 $ 221,528 Liabilities and Shareholders’ Deficit Current Liabilities Accrued offering costs $”…
The clause …“to the other or otherwise mutually agree in writing to terminate the Business Combination Agreement at least ten business days prior to December 31, 2026, and (B) for an additional 60 days if (1) the Registration”…
The clause …“acceptable terms, if at all. The Company’s liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination.”…
The clause …“none issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 28,750,000 shares subject to possible redemption) — — Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 9,583,333 shares issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Definitive proxy statement/prospectus (DEFM14A) for Bleichroeder Acquisition Corp. II's extraordinary general meeting to approve its business combination with Pasqal Holding SAS, a neutral-atom quantum computing company. Sets the record date (August 4, 2026), meeting date (August 25, 2026), and redemption deadline (August 21, 2026, 5:00 PM ET). Provides the trust value as of June 30, 2026 at approximately $10.17 per share, with a trust balance of approximately $290.6 million as of April 30, 2026. The minimum cash condition for closing is $150 million. The deal includes a $250 million PIPE (March 2026 Financing) at a 20% original issue discount. The exchange ratio is 22.74. The Outside Date is December 31, 2026, with automatic extension to December 31, 2027 unless terminated. Includes nine shareholder proposals. The board recommends a FOR vote on all proposals. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2027-12-31 · unchanged
The clause …“31, 2026 (the “ Outside Date ”), if the Merger is not consummated by the Outside Date, provided, however, that this right to terminate the Business Combination Agreement will not be available and the Outside Date will automatically”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Rule 425 written communication (Form 8-K) and attached press release announcing the U.S. Securities and Exchange Commission's declaration of effectiveness for the joint Form F-4 registration statement relating to the proposed business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. The SEC declared the registration statement effective on August 5, 2026. The definitive proxy statement/prospectus was mailed to Bleichroeder shareholders as of August 4, 2026, and the registrant established an extraordinary general meeting for August 25, 2026, to vote on the transaction. This filing does not amend the $10.17 per share trust value, the January 9, 2028 liquidation deadline, redemption mechanics, or sponsor conduct. Following closing, the combined company is expected to operate as Pasqal Holding SA and be listed on Nasdaq under the ticker symbol PSQL. Why it matters: 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.
What changed: A Form 8-K current report accompanied by Exhibit 99.1, a joint press release from Bleichroeder Acquisition Corp. II and Pasqal Holding SAS, announcing SEC effectiveness of the Form F-4 registration statement for their proposed business combination. The SEC declared the Form F-4 effective on August 5, 2026. Bleichroeder set August 4, 2026 as the shareholder record date and distributed definitive proxy materials. A special meeting to vote on the merger is scheduled for August 25, 2026. Regarding SPAC mechanics, the filing maintains the pre-existing trust balance of $10.17 per share and January 9, 2028 liquidation deadline, while noting that the aggregate number of redemption requests could leave the combined entity with insufficient operating cash. Why it matters: 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.
What changed: Definitive 424(b)(3) proxy statement/prospectus (File No. 333-296239) for Bleichroeder Acquisition Corp. II's business combination with Pasqal Holding SAS, calling an extraordinary general meeting for 10:00 a.m. ET on August 25, 2026, held virtually with a physical location at Reed Smith LLP in Dallas. The Agreement and Plan of Merger dated February 28, 2026 has been amended three times (Amendment No. 1 and Assignment and Assumption Agreement on May 26, 2026, Amendment No. 2 on June 25, 2026, Amendment No. 3 on July 22, 2026). Structure is a two-step cross-border merger: Bleichroeder merges into Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme, in the Reincorporation Merger, then Legacy Pasqal merges into the surviving French company, which is renamed Pasqal Holding SA; the prospectus registers 238,333,333 ordinary shares, 17,333,333 warrants and the 17,333,333 shares underlying them. Proposal No. 1 is the Business Combination Proposal (ordinary resolution) and Proposal No. 2 the Reincorporation Merger Proposal (special resolution), each conditioned on the other Condition Precedent Proposals. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2027-12-31
SpacBrain reads this as the agreement may be terminated from 2027-12-31.
The clause …“31, 2026 (the “ Outside Date ”), if the Merger is not consummated by the Outside Date, provided, however, that this right to terminate the Business Combination Agreement will not be available and the Outside Date will automatically”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Amendment No. 3 to Form F-4, Registration No. 333-29623956. The registrant is BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, a French societe anonyme and subsidiary of Bleichroeder, with co-registrants — not the SPAC itself. It registers the New Pasqal Ordinary Shares issuable under an Agreement and Plan of Merger dated February 28, 2026, amended May 26, 2026, June 25, 2026 and July 22, 2026: Bleichroeder merges into Merger Sub (the Reincorporation Merger), and Pasqal Holding SAS is then absorbed by the survivor as a French fusion-absorption. Why it matters: 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.
What changed: Amendment No. 2 to Form F-4, Registration No. 333-29623956 — the version Amendment No. 3 (July 31, 2026) superseded eight days later. Registrant is BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, a French societe anonyme subsidiary of Bleichroeder, with co-registrants. It already describes the Agreement and Plan of Merger dated February 28, 2026 as amended through Amendment No. 3 dated July 22, 2026, under which Bleichroeder merges into Merger Sub and Pasqal Holding SAS is absorbed by the survivor. Why it matters: 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.
What changed: A Form 425 written communication and accompanying Form 8-K current report that files Amendment No. 3 to the Agreement and Plan of Merger between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. The parties executed Amendment No. 3 on July 22, 2026, deleting and replacing Section 6.7 of the Business Combination Agreement to specify that the surviving corporation will adopt an equity incentive plan reserving up to ten percent (10%) of its post-closing, fully diluted shares (adjusted for any redemptions by Parent’s shareholders) for founder’s warrants (BSPCEs) or free shares (actions gratuites). The filing tracks deal progress through previously signed amendments dated February 28, 2026, May 26, 2026, and June 25, 2026, and confirms a Form F-4 registration statement is pending effectiveness ahead of the January 9, 2028 deadline. Sponsor conduct is reflected in the agreement to negotiate additional performance-based vesting criteria using recommendations from Pasqal’s compensation consultant, subject to the Surviving Corporation’s board of directors. Why it matters: 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.
What changed: A Form 8-K current report filed pursuant to Section 13 or 15(d) of the Exchange Act, operating as a Rule 425 written communication, announcing the execution of Amendment No. 3 to the Agreement and Plan of Merger (Exhibit 2.1). Redemption and trust mechanics remain unaltered; the filing does not modify trust accounts, termination dates, extension provisions, or sponsor conduct protocols. Deal progress reflects Amendment No. 3 replacing Section 6.7 to govern the surviving corporation’s equity incentive plan (LTIP). The LTIP now reserves up to ten percent (10%) of post-closing fully-diluted shares for founder’s warrants or free shares, explicitly calculated after giving effect to any shareholder redemptions. It further requires the parent and target to negotiate performance-based vesting criteria in good faith using Pasqal’s compensation consultant’s recommendations, subject to board approval. Why it matters: 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.
What changed: A Schedule 13G/A amendment filing, accompanied by Exhibit I, a Joint Filing Agreement, submitted to confirm that Millennium Management LLC, Millennium Group Management LLC, and Israel A. Englander will jointly file their beneficial ownership report with respect to the Class A Ordinary Shares of Bleichroeder Acquisition Corp. II. The filing amends a prior Schedule 13G and attaches a Joint Filing Agreement executed by Gil Raviv, Global General Counsel, and Israel A. Englander on July 14, 2026. The document identifies the securities as Class A Ordinary Shares with a par value of $0.0001 per share and cites Rule 13d-1(k) as the basis for joint reporting. The provided text does not disclose share counts, percentage thresholds, or the specific change triggering the amendment. Why it matters: This regulatory update tracks major equity holders in a SPAC with an announced target. The filing contains no information affecting redemption deadlines, trust account mechanics, extension proposals, merger vote timing, or sponsor conduct. Neither the reporting entity nor any named executive makes claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel within this exhibit. Because the excerpt lacks numerical position updates or transactional disclosures, it does not alter investor expectations regarding the announced redemption window or associated trust distributions.
What changed: This SEC Form 8-K (filed June 30, 2026) is a Regulation FD Disclosure that furnishes Exhibit 99.1, a Pasqal Analyst Day Investor Presentation, issued by Bleichroeder Acquisition Corp. II in advance of a joint proxy statement/prospectus for its proposed merger with Pasqal Holding SAS. The filing does not amend the January 9, 2028 redemption deadline or adjust the per-share trust amount; instead, it advances deal progress by releasing presentation materials following a June 30, 2026 analyst day. Under the transaction mechanics outlined in the deck by Chief Executive Officer Wasiq Bokhari and Chief Financial Officer Stéphane Rougeot, the combination carries a pre-money equity valuation of approximately $2.0 billion. Assuming zero redemptions, the sources and uses of funds total $2,681.2 million, comprising $291.4 million in SPAC cash-in-trust (which footnote 1 clarifies includes deferred underwriting fees of up to $12.25 million), Pasqal’s reported existing cash of $139.8 million (calculated by management using an EUR/USD rate of 1.1644), and $250 million in committed convertible financing (structured to purchase $312.5 million in aggregate principal of senior unsecured convertible bonds and investment warrants). Bleichroeder projects the combined entity will hold $645.2 million in post-combination cash under this exact no-redemption baseline. Sponsor-affiliated directors Michel Combes and Andrew Gundlach are designated as expected Lead Independent Director and Compensation Committee Chair, respectively. Why it matters: 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.
What changed: A Form 8-K filed pursuant to Rule 425 under the Securities Act, furnishing a joint investor presentation and analyst day materials dated June 30, 2026, regarding the proposed business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. This filing updates the merger timeline with Amendment No. 2 to the Agreement and Plan of Merger, dated June 25, 2026. Mechanics disclosed include a trust balance of $291.4M (inclusive of deferred underwriting fees of up to $12.25M) as of May 31, 2026, which management explicitly states does not reflect potential SPAC redemptions and warns that redemptions would reduce post-combination capital. Deal financing incorporates a $250M committed convertible financing tranche designed to purchase $312.5M aggregate principal senior unsecured convertible bonds and investment warrants, net of $36M fees and expenses. The pre-money equity valuation is anchored at approximately $2.0 billion, projecting $645.2M to the combined balance sheet assuming zero redemptions. Sponsor conduct centers on Bleichroeder’s leadership team of Michel Combes and Andrew Gundlach, credited with raising over $200 million of capital for two prior targets; Combes is designated Lead Independent Director and Gundlach Compensation Committee Chair post-close. Why it matters: 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%.
What changed: A Form 8-K written communication filed pursuant to Rule 425, attached to which is Exhibit 2.1 constituting Amendment No. 2 to the Agreement and Plan of Merger among Bleichroeder Acquisition Corp. II, its French merger subsidiary, and Pasqal Holding SAS. According to Amendment No. 2 filed June 25, 2026 and signed by Marcello Padula, Michel Combes, and Wasiq Bokhari, the parties revised post-closing governance and equity incentives without touching the trust account or redemption timeline. The amendment states the surviving corporation’s initial board will consist of nine directors, five of whom will be French or European citizens and non-U.S. residents. Six directors will be jointly designated by Parent and Pasqal, while the remaining directors will be determined prior to the Closing as independent directors under Nasdaq rules; specifically, Bpifrance Investissement will have the right to designate one director, the EIC Fund will have the right to designate one director, and the remaining one director may be designated by either Parent or the Company upon mutual agreement. The amendment also deletes prior Section 2.2(b)(ii) and replaces Section 6.7 regarding the Long Term Incentive Plan, establishing a fixed LTIP Share Reserve of up to ten percent (10%) of post-Closing shares on a fully-diluted basis and explicitly removing the previously contemplated allocation of up to one percent (1%) of shares to the chief executive officer and chairman of Pasqal’s supervisory board. Closing logistics were also standardized to allow electronic signature exchanges and conference calls following shareholder approval. Why it matters: 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.
What changed: An 8-K current report disclosing Amendment No. 2 to the Agreement and Plan of Merger between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. Per the filing, the parties executed Amendment No. 2 to revise post-closing governance and equity incentives without altering the standalone redemption calendar or trust account mechanics. The surviving corporation’s initial board is fixed at nine directors, mandating that five be French or European citizens and non-U.S. residents. Six seats require joint designation by the parent and Pasqal, while the remaining positions are reserved for Nasdaq-independent nominees, specifically carving out designation rights for Bpifrance Investissement and the EIC Fund. Most notably, the amendment eliminates a prior provision that would have awarded the Pasqal CEO and chairman of the supervisory board up to one percent (1%) of post-closing shares on top of the main equity incentive plan, consolidating all awards into a single ten percent (10%) LTIP reserve. Closing logistics are also updated to permit electronic transmission of signatures and conference call participation. Why it matters: 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.
What changed: Amendment No. 1 to Form F-4, Registration No. 333-29623956. The registrant is BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, a French societe anonyme subsidiary of Bleichroeder, with co-registrants. In this version the Agreement and Plan of Merger dated February 28, 2026 is amended only through Amendment No. 2 dated June 25, 2026; Amendment No. 3 dated July 22, 2026 first appears in the next F-4 amendment. Bleichroeder merges into Merger Sub, then Pasqal Holding SAS is absorbed by the survivor as a French fusion-absorption. Why it matters: 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.
What changed: SEC Schedule 13G beneficial ownership report. The provided excerpt identifies Merus Global Investments, LLC as the reporting holder for a routine compliance filing. It contains no transaction records, share quantities, percentage thresholds, or amendment notices, and therefore discloses no changes to redemption activity, trust values, deadline schedules, extension votes, deal execution progress, or sponsor conduct. Why it matters: The filer, Merus Global Investments, LLC, submitted the report to notify the market of an equity position crossing a statutory ownership threshold, typically indicating a passive investment posture rather than active governance influence. Because the excerpt omits all accompanying schedules, exhibits, and signature pages, it contains no substantiated claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Consequently, the filing neither alters redemption calculus, affects trust accounting or timeline management, nor illuminates sponsor behavior beyond confirming standard institutional disclosure.
What changed: Form 8-K current report reporting Item 1.01 entry into a material definitive agreement (Amendment No. 1 to the Merger Agreement and Amendment No. 1 to the Securities Purchase Agreement), Item 7.01 Regulation FD disclosure (investor presentation), and Item 8.01 Other Events (press release), filed concurrently with the public submission of a Form F-4 registration statement/proxy-statement prospectus. The Merger Agreement was amended to assign all rights and obligations from Bleichroeder Acquisition 2 France to Bleichroeder Acquisition France Merger Sub 2, updating the reincorporation mechanics so that the surviving entity will be named Pasqal Holding SA. The Securities Purchase Agreement was amended to increase the aggregate subscription price by $50.0 million to $250.0 million to purchase $312,500,000 aggregate principal amount of Senior Unsecured Convertible Bonds and Investment Warrants, joining an accredited investor advised by Inflection Point Asset Management LLC. The joint Form F-4 was filed. Projections sourced from the attached investor presentation calculate $2,000.0 million in rollover equity value, $290.6 million in SPAC cash in trust (inclusive of deferred underwriting fees of up to $12.25 million), €124.7 million in existing Pasqal cash as of April 30, 2026, and $250.0 million in convertible financing, netting $649.1 million to the balance sheet assuming no redemptions, yielding $1,994.6 million pro forma enterprise value against a $10.00 assumed share price and 264.4 million pro forma shares outstanding. Ownership is allocated as 76% to existing Pasqal shareholders, 11% to Bleichroeder shareholders, 10% to convertible investors, and 3% to the sponsor. Closing is targeted for the second half of 2026. Why it matters: 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.
What changed: Original Form F-417, registration number shown on the cover as 333-[bullet]. The registrant is BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2, a French societe anonyme subsidiary of Bleichroeder, with co-registrants. It registers the New Pasqal Ordinary Shares issuable under an Agreement and Plan of Merger dated February 28, 2026, at this version amended only by Amendment No. 1 dated May 26, 2026: Bleichroeder merges into Merger Sub, then Pasqal Holding SAS is absorbed by the survivor as a French fusion-absorption. Why it matters: 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.
What changed: A Rule 425 written communication filing accompanying a Form 8-K that contains an Amendment No. 1 to the Agreement and Plan of Merger, an Assignment and Assumption Agreement, an Amendment No. 1 to the Securities Purchase Agreement, an investor presentation (Exhibit 99.1), and a joint press release (Exhibit 99.2) announcing the public filing of a Form F-4 registration statement for the proposed business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. Deal progress advanced with the Form F-4 registration statement publicly filed on May 26, 2026, which includes a preliminary proxy statement/prospectus. Per the Amendment No. 1 to the Merger Agreement, Parent Merger Sub irrevocably assigned all rights and obligations to a new entity, Bleichroeder Acquisition France Merger Sub 2, updating reincorporation and merger mechanics. The Securities Purchase Agreement was amended to increase the aggregate subscription price by $50.0 million to $250.0 million to purchase $312,500,000 in senior unsecured convertible bonds and warrants, and joined a New Purchaser advised by Inflection Point Asset Management LLC. Regarding redemption and trust mechanics, the investor presentation (Exhibit 99.1) explicitly models transaction proceeds 'assuming no redemptions' and 'assuming no redemptions or repayments,' estimating $649.1 million in cash to the balance sheet sourced from $290.6 million SPAC trust cash and $144.6 million Pasqal existing cash. The underlying trust value of $10.17 per share and the January 9, 2028 deadline remain unchanged. Substance detailed in the filings includes Pasqal’s commercial revenue of $16.5 million in 2025 and $3.5 million in 2024, grant revenue of $14.3 million in 2024 and $23.7 million in 2025, and $66M+ in booked and awarded business as of March 2026, all per the investor presentation. Wasiq Bokhari, Pasqal’s Chief Executive Officer, and management claim the target operates 7 installed quantum processors with 3 in production, recently achieved a 1,024 trapped atom register, and targets 10,000+ physical qubits and 200+ logical qubits by 2029. A $720 billion projected market opportunity by 2040 is cited from Global Quantum Intelligence (February 2026). Strategic partnerships named in the press release include IBM, NVIDIA, Microsoft Azure, Google Cloud, Aramco, Crédit Agricole, LG Electronics, and CMA-CGM. The press release and presentation note a $2.0 billion pre-money valuation, pro forma ownership of 76% Pasqal shareholders, 11% Bleichroeder shareholders, 10% convertible investors, and 3% sponsor at an assumed $10.00 price. Risk factors highlighted by management include French foreign investment regulations requiring prior authorization, dependence on key personnel, capital intensity, technical roadmap uncertainty, and potential competitive pressure. Why it matters: 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.
What changed: SEC Form 425 filing containing a commercial press release and technical research announcement distributed by Pasqal Holding SAS regarding neutral-atom quantum processor benchmarks, submitted pursuant to Rule 425 in connection with the proposed business combination with Bleichroeder Acquisition Corp. II. No amendments to the redemption calendar, trust value per share of $10.17, liquidation deadline of 2028-01-09, extension mechanisms, or sponsor conduct are disclosed. The filing instead reiterates that shareholder approval remains pending and directs investors to await the upcoming Form F-4 Registration Statement, definitive proxy statement/prospectus, and legacy filings dated January 8, 2026 and January 9, 2026 for complete transaction mechanics. Why it matters: 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.
What changed: A joint press release filed as Form 425 pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Exchange Act of 1934, serving as a prospectus-related communication tied to a pending business combination. This filing reports no adjustments to the redemption calendar, trust value per share, or extension provisions. It does, however, advance deal mechanics by confirming that the proposed business combination 'will be submitted to shareholders of Bleichroeder for their consideration' and that the SPAC 'intends to file a registration statement on Form F-4,' which will encompass the definitive proxy statement/prospectus. It also identifies participants in the solicitation of proxies and references prior disclosures, including a Final Prospectus dated January 8, 2026, and a Form 8-K dated January 9, 2026. Why it matters: 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.
What changed: Schedule 13G beneficial ownership report. This document is a Schedule 13G identifying Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh as reporting beneficial ownership of BBCQ securities. The excerpt discloses no share quantities, acquisition dates, transaction prices, or amended purposes, meaning no shift in redemption mechanics, trust distribution schedules, or sponsor conduct parameters can be verified from this text. Why it matters: For a SPAC currently classified as DEAL_ANNOUNCED, monitoring shareholder composition is standard practice ahead of any potential redemption window or merger vote. However, because this filing snippet contains neither percentages nor quantitative disclosures, it does not independently signal changes to extension likelihood, target deal progress, or investor liquidity timelines. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present.
What changed: A Joint Filing Agreement pursuant to Rule 13d-1(k) attached as Exhibit 99.1 to a Schedule 13G beneficial ownership report filed on behalf of LMR Partners affiliates (LMR Partners LLP, LMR PARTNERS Ltd, LMR Partners LLC, LMR Partners AG, LMR PARTNERS (DIFC) Ltd, LMR Partners (Ireland) Limited) and individuals Ben Levine and Stefan Renold. No adjustments to the SPAC’s redemption calendar, trust value mechanics, extension voting procedures, target business development, or sponsor conduct are disclosed. The filing solely establishes that the listed entities and individuals are acting jointly to satisfy Section 13(d) reporting requirements, will submit all future amendments collectively, and acknowledge that each remains independently responsible for the completeness and accuracy of its own information while lacking liability for the others’ disclosures. Why it matters: The agreement confirms coordinated reporting across LMR Partners’ cross-jurisdictional vehicles but contains zero data on share accumulation, acquisition thresholds, deal progress, valuation assumptions, customer relationships, revenue trajectories, market sizing, technological capabilities, commercial partnerships, or litigation posture. According to the document, the signatories—identified as Shane Cullinane (Chief Operating Officer), Allyson Hanlon (Deputy General Counsel), Ben Levine, and Stefan Renold—acknowledge joint filing responsibilities dated May 15, 2026. Investors monitoring LMR Partners’ economic stake in BBCQ must locate the principal Schedule 13G statement referenced in the exhibit header [0001578621-26-000092], which is not included in this text. The filing is strictly administrative and does not alter trust accounting, extension parameters, or target combination timelines.
What changed: Schedule 13G Joint Filing Statement (Exhibit 99.1). This document is a procedural joint filing acknowledgment under Rule 13d-1(k) executed by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross. It does not report any change in beneficial ownership percentage, trust account balance, redemption threshold, merger timeline, or sponsor conduct. The exhibit solely confirms that the three signatories share investment decision-making authority for the principal Schedule 13G filing dated May 13, 2026, and agree that all future amendments will be filed jointly on their behalf without separate submissions. Why it matters: Because this exhibit contains no transaction announcements, trust preservation mechanisms, extension votes, or shareholder meeting materials, it does not affect BBCQ’s redemption mechanics, deadline calculations, or announced deal progress. It functions exclusively as an SEC compliance wrapper for co-reporting persons. No party makes substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; consequently, the filing provides no actionable data for investors tracking capital structure, sponsor behavior, or target integration timelines.
What changed: Form 425 filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 under the Securities Exchange Act of 1934. The submission transmits LinkedIn posts originally published on May 11, 2026 by Pasqal Holding SAS, subsequently reposted by its Executive Chairman and Chief Executive Officer Wasiq Bokhari, and independently posted by its Chief Technology Officer Loic Henriet. The correspondence announces Pasqal’s selection as a finalist in the XPRIZE Quantum Applications competition and is enclosed within standard forward-looking statement warnings and proxy solicitation participant disclosures governing the proposed business combination with Bleichroeder Acquisition Corp. II. No alterations are documented to the redemption calendar, trust account valuation per share, extension mechanisms, or the deal timetable. The submission serves exclusively as a Rule 425 public communication confirming that the transaction proceeds toward shareholder authorization upon the declaration of effectiveness of an upcoming Form F-4 Registration Statement/Proxy Statement/Prospectus. It repeatedly flags the structural mechanic that 'the number of redemption requests made by Bleichroeder’s shareholders' could deplete available capital, leaving the combined enterprise 'with insufficient cash to execute its business plans,' but offers no amendments to current funding thresholds or voting deadlines. Why it matters: Beyond procedural notice, the filing surfaces strategic positioning and risk disclosures that shape the combination’s execution landscape. Per the attributed posts, Pasqal describes its focus as delivering 'measurable quantum advantage across critical areas such as energy, climate, and human health' and acknowledges support from XPRIZE, Google Quantum AI, and GESDA. The integrated forward-looking statements section, authored by management, underscores that Pasqal operates with a 'limited operating history,' faces 'significant technical challenges' inherent to quantum computing, and carries high exposure to 'contracts with government or state-funded entities' for concentrated revenue. These assertions direct investor scrutiny toward working capital sufficiency post-redemption, technology commercialization viability, and dependency on third-party partners rather than historical earnings or near-term margin expansion.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.