BBCQ

Business Context and Reporting Period

Company: Bleichroeder Acquisition Corp. II (BBCQ)

Filing Type: Form 10-K (Annual Report)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: August 27, 2025)

Business Overview: The Company is a Cayman Islands exempted blank check company (SPAC) formed to effect a business combination with one or more target businesses, primarily focusing on the technology, media, and telecommunications (TMT) sectors. As of the balance sheet date, the Company had not commenced operations and had no revenue.

Subsequent Event: On January 9, 2026, the Company consummated its Initial Public Offering (IPO) of 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously, it sold 7,750,000 Private Placement Warrants for $7,750,000. A total of $287,500,000 was deposited into a Trust Account.

Key Financial Metrics

Note: The financial statements reflect the pre-IPO period. The IPO occurred on January 9, 2026, subsequent to the reporting period.

Material Changes and Subsequent Events

• Initial Public Offering: The Company completed its IPO on January 9, 2026, raising $287.5 million in gross proceeds. This event resolved the working capital deficit and funded the Trust Account.
• Over-Allotment Exercise: Underwriters fully exercised their option to purchase an additional 3,750,000 Units, preventing the forfeiture of 1,250,000 Founder Shares.
• Debt Repayment: The outstanding promissory note balance of $256,872 owed to the Sponsor was fully repaid on January 9, 2026.
• Business Combination Agreement: On February 28, 2026, the Company entered into a merger agreement with Pasqal Holding SAS, a French quantum computing company. Closing is expected in the second half of 2026.

Outlook, Risks, and Management Commentary

Outlook and Strategy: Management intends to complete an initial business combination within 24 months of the IPO (by January 9, 2028). The Company is targeting businesses in the TMT sector or those undergoing technology-driven transformation. The pending merger with Pasqal Holding SAS represents the first identified target.

Risk Factors:

• Going Concern: The independent auditor's report for the period ended December 31, 2025, included an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern prior to the IPO. This was resolved by the successful IPO in January 2026.
• Trust Account Risks: Funds in the Trust Account could be subject to claims by creditors, potentially reducing the redemption value below $10.00 per share. The Sponsor has agreed to indemnify the Trust Account against certain claims, though the Company has not verified the Sponsor's ability to satisfy these obligations.
• Regulatory Environment: New SEC rules adopted in 2024 regarding SPACs may increase costs and time required to complete a business combination.
• Conflicts of Interest: Officers and directors may have conflicts of interest regarding the selection of a target business, as they hold Founder Shares and Private Placement Warrants.

Investor Verification Checklist

• Trust Account Balance: Verify the current balance and interest earnings in the Trust Account to ensure the per-share redemption value remains at or near $10.00.
• Pasqal Merger Status: Monitor the progress of the proposed business combination with Pasqal Holding SAS, including regulatory approvals and shareholder voting results.
• Redemption Rights: Review the specific terms regarding shareholder redemption rights upon the completion of the business combination or liquidation.
• Sponsor Indemnity: Assess the financial capacity of Bleichroeder Sponsor 2 LLC to fulfill its indemnification obligations should third-party claims arise against the Trust Account.
• Warrant Terms: Confirm the exercise price ($11.50) and redemption triggers ($18.00) for the Public Warrants.