BBCQ

Business Context and Reporting Period

Bleichroeder Acquisition Corp. II (BBCQ) is a Cayman Islands exempted company incorporated on August 27, 2025, operating as a blank check company (SPAC). The filing covers the quarterly period ended March 31, 2026. The Company consummated its Initial Public Offering (IPO) on January 9, 2026, and subsequently entered into a Business Combination Agreement on February 28, 2026, to merge with Pasqal Holding SAS, a French quantum computing company.

Key Financial Metrics

Material Changes vs. Prior Period

• Balance Sheet Transformation: As of December 31, 2025, the Company had minimal assets ($221,528) and no Trust Account. By March 31, 2026, following the January 9, 2026 IPO, Total Assets increased to $291.4 million, driven by $287.5 million deposited into the Trust Account.
• Liabilities: Current liabilities increased from $259,104 to $4.5 million, primarily due to accrued expenses related to the IPO and ongoing operations. A deferred underwriting fee of $12.25 million was recorded.
• Equity: The Company recorded a significant accretion of Class A ordinary shares to their redemption value, resulting in a Shareholders' Deficit of $(15.1) million.
• Operational Status: The Company transitioned from a pre-IPO formation phase to an active SPAC with a signed merger agreement.

Outlook, Management Commentary, and Risks

Business Combination (Pasqal)

The Company signed an agreement to merge with Pasqal Holding SAS, valuing Pasqal at $2.0 billion pre-money. The transaction involves a reincorporation merger and a merger by absorption under French law. Key terms include:

• Private Placement Investment: Investors agreed to purchase $250 million in senior unsecured convertible bonds and warrants for an aggregate purchase price of $200 million (20% OID).
• Closing Conditions: Includes shareholder approval, SEC registration statement effectiveness, and a minimum cash condition of $150 million available to the post-merger entity.
• Timeline: The "Outside Date" for closing is December 31, 2026, with automatic extension provisions to December 31, 2027, unless terminated.

Liquidity and Going Concern

Management has raised substantial doubt about the Company's ability to continue as a going concern. The Company has a working capital deficit of $2.9 million and relies on the successful completion of the Business Combination or additional financing from the Sponsor to meet obligations. If the combination fails, the Company may need to curtail operations.

Risks and Contingencies

• Geopolitical Risk: The filing notes volatility due to the Russia-Ukraine conflict and Middle East conflicts, which could impact capital markets and the ability to complete a transaction.
• Redemption Risk: Public shareholders may redeem shares, potentially reducing the cash available for the transaction below the $150 million threshold required for closing.
• Regulatory Risk: The transaction requires approvals under French and Cayman Islands law, as well as SEC registration.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance of the Trust Account ($289.7M) and the per-share redemption value ($10.08 as of March 31, 2026).
• Merger Agreement Status: Confirm the status of the Business Combination Agreement with Pasqal, specifically regarding the $150 million minimum cash condition and shareholder vote requirements.
• Convertible Bond Terms: Review the terms of the $250 million senior unsecured convertible bonds, including the 10% interest rate, PIK provisions, and conversion price of $12.00.
• Going Concern Status: Assess the Company's ability to fund operations until the merger closes, given the $2.9 million working capital deficit.
• Redemption Rights: Understand the implications of shareholder redemptions on the final transaction structure and the Sponsor's support agreement.