Bleichroeder Acquisition Corp. II 8-K

What Happened

• Bleichroeder Acquisition Corp. II (the Parent, a Cayman Islands exempted company) announced an Agreement and Plan of Merger (the “Business Combination Agreement”), as amended May 26, 2026 and June 25, 2026, with its French merger subsidiary (Bleichroeder Acquisition France Merger Sub 2) and Pasqal Holding SAS (Pasqal).
• Under the Agreement, Parent will merge into the French merger sub so that the French entity survives (a “Reincorporation Merger”), and thereafter Pasqal will be merged into the surviving Parent entity, causing Pasqal’s separate existence to cease. Pasqal held an analyst day on June 30, 2026. The company furnished an investor presentation dated June 2026 (Exhibit 99.1) under Regulation FD.

Key Details

• Parties: Parent (Cayman Islands), Parent Merger Sub (société anonyme, France), and Pasqal Holding SAS (société par actions simplifiée, France).
• Amendments: Business Combination Agreement amended on May 26, 2026 (Amendment No. 1) and June 25, 2026 (Amendment No. 2).
• Transaction steps: (1) Parent merges into Parent Merger Sub (Reincorporation Merger → French surviving company); (2) Pasqal merges into the Parent Surviving Corporation.
• Disclosure: Investor presentation (dated June 2026) was furnished as Exhibit 99.1 in the 8‑K (Regulation FD disclosure) and is available for review.

Why It Matters

• This filing documents the legal steps for the proposed business combination that will effectively re-domicile the SPAC into a French entity and combine it with Pasqal — a key structural detail that affects corporate jurisdiction and the form of the combined company.
• The furnished investor presentation and Pasqal’s analyst day provide investors with further information about Pasqal and the Transaction; investors should review that presentation for operational and strategic details.
• Because the Notice was furnished under Regulation FD (not filed as a solicitation), investors should monitor future SEC filings and shareholder notices for definitive terms, required approvals, timing, and conditions of the business combination.