Business Context and Reporting Period
This Form 8-K, dated August 27, 2026, reports the consummation of a business combination between Bleichroeder Acquisition Corp. II (Bleichroeder) and Pasqal Holding SAS (Pasqal). Following the merger, the surviving entity has been renamed Pasqal Holding SA ("New Pasqal"). The transaction involved a reincorporation merger and a subsequent merger by absorption, resulting in a change of control and the resignation of all prior Bleichroeder directors and officers.
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, cash flow, or margin figures for the combined entity. Key capital structure details include:
- Share Conversion: Each outstanding Bleichroeder Class A ordinary share and Class B ordinary share (excluding redeemed or dissenting shares) was converted into one ordinary share of New Pasqal.
- Warrant Conversion: Each Bleichroeder warrant was converted into a warrant to purchase one ordinary share of New Pasqal.
- Exchange Ratio: Pasqal shares were exchanged for New Pasqal shares based on an exchange ratio calculated by reference to a deemed value of $10.00 per Parent Surviving Corporation Ordinary Share.
- Trust Account: The Investment Management Trust Agreement was terminated following the distribution of funds from Bleichroeder's Trust Account.
Material Changes Versus Prior Period
The most significant material changes include:
- Corporate Existence: Bleichroeder ceased to exist as a separate legal entity upon the Reincorporation Merger Effective Time.
- Delisting and Deregistration: Bleichroeder's units, Class A ordinary shares, and warrants (symbols BBCQU, BBCQ, BBCQW) were delisted from The Nasdaq Stock Market. The company intends to file Form 15 to suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.
- Agreement Terminations: The Original Registration Rights Agreement and the Investment Management Trust Agreement were terminated. Lock-up provisions in the original Letter Agreement were superseded by new Lock-Up Agreements.
- Leadership Change: All directors and officers of Bleichroeder resigned effective upon the closing, replaced by the directors and officers of New Pasqal.
Outlook, Risks, and Unusual Items
Trading Status: New Pasqal Shares and New Pasqal Warrants are expected to begin trading on Nasdaq under the symbols PSQL and PSQLW, respectively.
Lock-Up Agreements: New Pasqal, the Sponsor, and certain Pasqal securityholders entered into Lock-Up Agreements restricting the transfer of New Pasqal Shares for a specified period following the closing.
Risks and Contingencies: The filing notes that the description of the Business Combination is qualified by reference to the full text of the Agreement and Plan of Merger and the Proxy Statement/Prospectus. No specific financial risks or contingencies are detailed in this summary text beyond the standard merger execution risks.
Investor Verification Checklist
- Verify the exact number of shares issued to Pasqal shareholders based on the final Exchange Ratio calculation.
- Confirm the specific duration and terms of the new Lock-Up Agreements entered into on the Closing Date.
- Review the definitive Proxy Statement/Prospectus (Form F-4, File No. 333-296239) for detailed financial projections and pro forma financial information.
- Monitor the filing of Form 25 (delisting) and Form 15 (deregistration) to confirm the cessation of Bleichroeder's reporting obligations.
- Check the commencement of trading for the new symbols PSQL and PSQLW on Nasdaq.