BBCQ

Business Context and Reporting Period

Bleichroeder Acquisition Corp. II (the "Company") is a Cayman Islands exempted company incorporated on August 27, 2025, operating as a blank check company (SPAC). This Form 10-Q covers the quarterly period ended June 30, 2026. The Company consummated its Initial Public Offering (IPO) on January 9, 2026, and has entered into a Business Combination Agreement to merge with Pasqal Holding SAS ("Pasqal"), a French company. As of the reporting date, the Company has not commenced operations other than organizational activities and the pursuit of the business combination.

Key Financial Metrics

Material Changes vs. Prior Period

• Trust Account Growth: The Trust Account balance increased from $0 at December 31, 2025, to $292,280,120 at June 30, 2026, following the IPO and subsequent interest earnings.
• Liabilities: Total liabilities surged from $259,104 to $18,478,980. This increase is primarily driven by the recognition of the $12,250,000 deferred underwriting fee and a significant rise in accrued expenses to $6,153,980 (from $300), largely due to legal fees related to the Pasqal Business Combination.
• Shareholders' Deficit: The accumulated deficit grew from $(62,576) to $(17,332,868), reflecting the accretion of Class A ordinary shares to their redemption value and the net loss for the six-month period.
• Working Capital: The Company reported a working capital deficit of $5,158,160 as of June 30, 2026.

Outlook, Risks, and Management Commentary

• Business Combination Status: The Company is actively pursuing a merger with Pasqal, valued at $2.0 billion pre-money. The transaction involves a reincorporation merger and a merger by absorption under French law. The agreement has been amended multiple times (Amendments 1, 2, and 3) to adjust board composition and equity incentive plans.
• Private Placement Investment: Investors have agreed to purchase $312 million in senior unsecured convertible bonds and warrants for an aggregate price of $250 million (reflecting a 20% original issue discount) concurrent with the closing of the business combination.
• Liquidity and Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. While the Trust Account holds significant funds, they are restricted until the business combination closes. The Company may need to raise additional capital through loans from the Sponsor or third parties to meet working capital needs.
• Completion Window: The Company must complete the business combination within 24 months of the IPO (by January 9, 2028), or it must redeem public shares and liquidate. The Business Combination Agreement includes an "Outside Date" of December 31, 2026, with automatic extension provisions.
• Risks: Key risks include the failure to consummate the business combination, geopolitical instability affecting global markets, and the inability to secure additional financing if required.

Investor Verification Checklist

• Trust Account Sufficiency: Verify that the Trust Account balance ($292.28M) is sufficient to cover the redemption value of 28,750,000 public shares ($10.17/share) and the deferred underwriting fee ($12.25M) upon closing.
• Accrued Expenses: Investigate the composition of the $6.15M in accrued expenses, specifically the legal fees related to the Pasqal transaction, to ensure they are valid and will be settled at closing.
• Going Concern Status: Assess the Company's ability to fund operations outside the Trust Account until the merger closes, given the reported working capital deficit.
• Convertible Bond Terms: Review the terms of the $312M senior unsecured convertible bonds, including the 10% interest rate, PIK (Payment-in-Kind) provisions, and conversion price adjustments.
• Regulatory Approvals: Monitor the status of required shareholder approvals, SEC registration statement effectiveness (Form F-4), and antitrust clearances for the cross-border merger.