Business Context and Reporting Period
This Form 8-K, dated June 30, 2026, is filed by Bleichroeder Acquisition Corp. II (BBCQ), a Cayman Islands exempted company and emerging growth company. The filing serves as a Regulation FD disclosure regarding a proposed business combination with Pasqal Holding SAS ("Pasqal"), a French company specializing in quantum computing technology.
The transaction involves a merger agreement originally entered into on February 28, 2026, and subsequently amended on May 26, 2026, and June 25, 2026. Under the terms, Bleichroeder will merge with a French subsidiary, which will then merge with Pasqal. The filing accompanies an investor presentation furnished in connection with an analyst day held on June 30, 2026.
Key Financial Metrics
The filing text does not provide specific financial statements, revenue figures, profit margins, cash flow data, or debt levels for either Bleichroeder or Pasqal. This document is a current report disclosing the existence of the merger agreement and the analyst presentation rather than a periodic financial report.
- Securities Registered: Units (BBCQU), Class A ordinary shares (BBCQ), and Redeemable warrants (BBCQW) on The Nasdaq Stock Market LLC.
- Warrant Exercise Price: $11.50 per share.
- Financial Data: Not provided in this filing.
Material Changes and Transaction Structure
The primary material event is the progression of the Business Combination Agreement. The transaction structure involves:
- Parent Merger: Bleichroeder merges with and into "Parent Merger Sub" (a French subsidiary), ceasing its separate existence.
- Target Merger: Pasqal merges with and into the surviving Parent Merger Sub, ceasing its separate existence.
- Amendments: The agreement has been amended twice since its inception in February 2026, with the most recent amendment dated June 25, 2026.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the proposed business combination and Pasqal's future performance. Management disclaims any obligation to update these statements.
Key Risks and Contingencies
- Transaction Completion: Risks include failure to obtain shareholder approval, regulatory approvals, or the inability to consummate the deal.
- Liquidity and Redemptions: Significant redemption requests by Bleichroeder shareholders could leave the combined company with insufficient cash to execute business plans.
- Technology and Commercialization: Pasqal faces risks related to emerging quantum technology, technical challenges, and potential failure to achieve commercialization or market acceptance.
- Operational Risks: Dependence on senior management, concentration of revenue in government/state-funded contracts, and the need for additional future financing.
- Listing Status: Uncertainty regarding the ability to maintain U.S. exchange listing or achieve a dual listing on Euronext Paris.
Investor Verification Checklist
- Proxy Statement/Prospectus: Verify the definitive proxy statement/prospectus (Form F-4) once filed and declared effective for detailed transaction terms and financial data.
- Shareholder Approval: Confirm the record date and voting procedures for the shareholder vote required to approve the business combination.
- Redemption Rights: Review the specific terms regarding shareholder redemption rights and the potential impact on the combined company's post-transaction cash position.
- Regulatory Approvals: Monitor the status of required regulatory approvals in both the U.S. and France.
- Financial Health of Pasqal: Obtain Pasqal's audited financial statements and operating metrics, which are not included in this 8-K, to assess the target's valuation and burn rate.