Bleichroeder Acquisition Corp. II Closes Business Combination with Pasqal

What Happened

• Bleichroeder Acquisition Corp. II (BBCQ) announced in an 8‑K (filed Aug 27, 2026) that it consummated its business combination with Pasqal (the "Business Combination"). As a result, the original Registration Rights Agreement and the Investment Management Trust Agreement holding BBCQ’s IPO proceeds were terminated in accordance with their terms.
• On the Closing Date, New Pasqal, the SPAC sponsor and certain Pasqal securityholders entered into an Amended and Restated Registration Rights Agreement and Lock‑Up Agreements governing registration rights and resale restrictions for New Pasqal shares. Bleichroeder notified Nasdaq to suspend trading and seek delisting/deregistration of its units, Class A shares and warrants; New Pasqal shares and warrants are expected to trade on Nasdaq under the symbols "PSQL" and "PSQLW."
• Effective at the Reincorporation Merger Effective Time, all of Bleichroeder’s directors and officers resigned (the filing states these resignations were not due to any disagreement). New Pasqal’s board and officers are those disclosed in the proxy/prospectus filed for the transaction.

Key Details

• Filing date: Current Report on Form 8‑K filed Aug 27, 2026 reporting the Closing Date actions.
• Agreements: Original Registration Rights Agreement and the Investment Management Trust Agreement were terminated; an Amended & Restated Registration Rights Agreement and Lock‑Up Agreements were executed for New Pasqal.
• Exchange actions: Bleichroeder requested Nasdaq suspend trading and file Form 25 to delist/deregister its securities; plans to file Form 15 to deregister under Section 12(g) and suspend reporting under Sections 13/15(d).
• Trading: New Pasqal Shares and New Pasqal Warrants are expected to trade on Nasdaq as "PSQL" and "PSQLW."

Why It Matters

• For investors, this 8‑K confirms the SPAC-to-operating-company transition: Bleichroeder (the SPAC) is winding down public listings while the combined company (New Pasqal) will continue as the public entity.
• Holders of Bleichroeder securities should expect delisting/deregistration of those securities and should monitor whether they receive New Pasqal shares/warrants per the merger terms; lock‑ups and the new registration rights agreement will affect when and how certain holders can sell.
• Management and board control moved to the leadership disclosed by New Pasqal in its proxy/prospectus, so governance and operational responsibility now rest with New Pasqal’s team.