10-K: Bleichroeder II Announces Pasqal Merger, Eyes H2 2026 Close

Bleichroeder Acquisition Corp. II, a SPAC, has entered into a definitive merger agreement with French quantum computing company Pasqal Holding SAS, targeting a second-half 2026 closing.

Summary

• Bleichroeder Acquisition Corp. II (the 'Company') is a blank check company incorporated on August 27, 2025, for the purpose of effecting a business combination.
• The Company consummated its Initial Public Offering (IPO) on January 9, 2026, raising $287,500,000 by selling 28,750,000 Units at $10.00 per Unit, including the full exercise of the underwriters' over-allotment option.
• Simultaneously with the IPO, the Company completed a private sale of 7,750,000 Private Placement Warrants at $1.00 per warrant, generating $7,750,000.
• A total of $287,500,000 from the IPO and private placement proceeds was placed in a Trust Account.
• The Company must complete its initial business combination by January 9, 2028, which is 24 months from the IPO closing.
• On February 28, 2026, the Company entered into a Business Combination Agreement with Bleichroeder Acquisition 2 France and Pasqal Holding SAS, a French quantum computing company.
• The Pasqal transaction is expected to be funded by a combination of the Company's Trust Account and expected proceeds from a public investment in private equity (PIPE).
• The closing of the Pasqal transaction is anticipated in the second half of 2026, subject to customary closing conditions, including regulatory and shareholder approval.
• For the period from inception (August 27, 2025) through December 31, 2025, the Company reported a net loss of $62,576.
• As of December 31, 2025, the Company had a working capital deficit of $254,601 and no cash.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it announces a definitive business combination agreement with Pasqal, a quantum computing company, which is a significant step for a SPAC. The target sector is high-growth, and the management team's experience is a strong asset, despite the inherent risks of a blank check company and the 'going concern' qualification.

Positives

• The Company has identified a target business, Pasqal Holding SAS, and entered into a definitive Business Combination Agreement, providing a clear path forward for the SPAC.
• The target, Pasqal, operates in the quantum computing sector, aligning with the Company's stated focus on technology, media, and telecommunications (TMT) and technology-driven transformations.
• The management team, including Co-Founders Michel Combes and Andrew Gundlach, possesses extensive operational and investment experience, including prior SPAC experience and a broad network in the technology sector.
• The Company has secured $287,500,000 in its Trust Account, providing substantial capital for the business combination.
• The board of directors has established an audit committee and a compensation committee, with independent directors, demonstrating adherence to corporate governance standards.

Negatives

• The Company is a blank check company with no operating history or revenue to date, making its future success entirely dependent on the performance of the acquired business.
• The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern.
• The Company had a net loss of $62,576 and a working capital deficit of $254,601 for the period ended December 31, 2025, prior to the IPO proceeds being available.
• There are potential conflicts of interest due to the Sponsor, officers, and directors owning Founder Shares and Private Placement Warrants, and their ability to profit even if public shareholders experience losses.
• The 2024 SEC SPAC Rules may increase the costs and time needed to negotiate and complete the initial business combination.

Risks

• Inability to complete the initial Business Combination with Pasqal within the prescribed time frame (by January 9, 2028).
• Expectations around the performance of a prospective target business or businesses may not be realized.
• Difficulty in retaining or recruiting required officers, key employees, or directors following the initial Business Combination.
• Officers and directors allocating time to other businesses and potentially having conflicts of interest.
• Inability to obtain additional financing to complete the initial Business Combination or reduce the number of shareholders requesting redemption.
• Issuance of shares to investors in connection with the initial Business Combination at a price less than the prevailing market price of shares at that time.
• Trust Account funds may not be protected against third-party claims or bankruptcy.
• An active market for public securities may not develop, leading to limited liquidity and trading for shareholders.
• Financial performance following a Business Combination with an entity may be negatively affected by their lack of an established record of revenue, cash flows, and experienced management.
• Increased competition to find an attractive target for an initial Business Combination, which could increase costs and potentially result in an inability to find a suitable target.
• Changes in the market for directors and officers liability insurance could make it more difficult and more expensive to negotiate and complete an initial Business Combination.
• Potential conflicts of interest if underwriters or their affiliates provide additional services, as they are entitled to deferred underwriting commissions upon Business Combination completion.
• Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business.
• Inability to complete an initial Business Combination with certain potential target companies if a proposed transaction may be subject to review or approval by regulatory authorities (e.g., Committee on Foreign Investment in the United States).
• Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult to consummate an initial Business Combination.
• Market conditions, economic uncertainty, or downturns could adversely affect the business, financial condition, operating results, and ability to consummate a Business Combination.
• Potential imposition of excise tax on redemptions of Ordinary Shares if the initial Business Combination involves a company organized under the laws of a state of the United States.

Future Outlook

The Company is actively pursuing its initial Business Combination with Pasqal Holding SAS, a French quantum computing company, with the closing expected in the second half of 2026, subject to regulatory and shareholder approval. The transaction is anticipated to be funded by the Trust Account and a public investment in private equity (PIPE). The Company aims to capitalize on its management team's expertise in the TMT sector and technology adoption to enhance the acquired company's operational performance and generate attractive shareholder returns. The Company has until January 9, 2028, to complete a business combination or face liquidation.

Management Comments

• "We are focusing our efforts on businesses in the technology, media and telecommunications (TMT) sector as well as sectors that are being transformed via technology adoption, where we believe our Management Team’s operational and investment expertise will provide us with a competitive advantage."
• "Our objectives are to generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company."
• "We believe that we are in the midst of a new wave of transformational change as technology continues to evolve to serve an increasingly digital world."
• "We believe the sourcing, valuation, diligence and execution capabilities of our Co-Founders will provide us with a significant pipeline of opportunities from which to evaluate and select a business that will benefit from our expertise."
• "Our Management Team (including our Co-Founders) have been communicating with their network of relationships to articulate our initial Business Combination criteria, including the parameters of our search for a target business, and have begun the disciplined process of pursuing and reviewing promising leads."

Industry Context

StockSavvy.ai notes that Bleichroeder Acquisition Corp. II's focus on the TMT sector and technology-driven transformations aligns with prevailing market trends emphasizing digital infrastructure, AI adoption, mobile digitalization, digital-trust technologies, cloud computing, next-generation software, autonomous robotics, and early-stage quantum computing commercialization. The proposed merger with Pasqal, a quantum computing company, positions the SPAC within a high-growth, cutting-edge segment of the technology industry, potentially offering significant upside but also inherent risks associated with nascent technologies. This strategic alignment could attract investors seeking exposure to disruptive innovation, differentiating it from SPACs with broader or less defined target criteria.

Comparison to Industry Standards

• The SPAC's IPO size of $287.5 million is within the typical range for SPACs, though smaller than some of the mega-SPACs seen in prior years, suggesting a focus on mid-sized private targets.
• The 24-month completion window (until January 9, 2028) is standard for SPACs, providing a reasonable timeframe for identifying and consummating a business combination.
• The target sector, TMT and technology adoption, is a highly competitive area for SPACs, private equity, and venture capital, requiring a strong deal sourcing network and execution capability, which the management team claims to possess.
• The $11.50 warrant exercise price and $18.00 redemption trigger price are common terms for SPAC warrants, offering potential leverage for investors if the post-combination company performs well.
• The auditor's 'going concern' explanatory paragraph is a common disclosure for SPACs prior to a business combination, as they have no operations or revenue, but it highlights the inherent uncertainty of the SPAC model.

Management Changes

Corporate Governance

Legal Proceedings

• No material litigation currently pending or contemplated against the Company, its officers, or directors.

Related Party Transactions

• The Sponsor purchased 9,583,333 founder shares for $25,000 (approximately $0.003 per share).
• The Sponsor purchased 5,000,000 Private Placement Warrants at $1.00 per warrant, and underwriters (CCM and CS) purchased 2,750,000 Private Placement Warrants.
• Inflection Point indirectly purchased 1,000,000 Private Placement Warrants and holds indirect interests in 5,938,333 Founder Shares through Sponsor membership interests.
• The Sponsor loaned the Company up to $500,000 for IPO expenses, with $248,013 outstanding as of December 31, 2025, which was repaid on January 9, 2026.
• MJP Advisory Group LLC, an affiliate of the Chief Operating Officer, will receive $18,000 per month for COO services, plus a potential lump sum of $600,000 less monthly payments upon business combination or liquidation (payments not from Trust Account prior to BC).
• The Sponsor or affiliates may loan the Company up to $2,000,000 for working capital, convertible into Private Placement Warrants at $1.00 per warrant if a business combination is completed.

Stakeholder Impact

• **Shareholders**: Public shareholders will have the opportunity to redeem their shares upon completion of the initial Business Combination. The proposed merger with Pasqal offers a potential investment in the quantum computing sector. However, the value of Founder Shares held by the Sponsor and management could be substantially higher than their initial cost, even if public share prices decline, creating a potential conflict of interest. Shareholders will vote on the Business Combination, and certain actions require special resolutions.
• **Employees**: The Company currently has three officers and no full-time employees prior to the Business Combination. The future role of current management and the need to recruit additional managers for the combined company are uncertain.
• **Customers/Suppliers**: The filing does not directly address impact on customers or suppliers of the blank check company, but the successful completion of a Business Combination with Pasqal would create a new public entity with its own customer and supplier base.
• **Creditors**: The Trust Account is intended to protect public shareholders, but it could become subject to claims of creditors, potentially reducing the per-share redemption amount. The Sponsor has agreed to indemnify the Company against certain third-party claims, but its ability to satisfy these obligations is not assured.

Next Steps

• Complete the Business Combination with Pasqal Holding SAS, expected in the second half of 2026.
• Obtain regulatory and shareholder approval for the proposed Business Combination.
• File a post-effective amendment to the IPO Registration Statement or a new registration statement covering Class A Ordinary Shares issuable upon warrant exercise within 20 business days after the closing of the initial Business Combination, and ensure it becomes effective within 60 business days.
• Maintain a current prospectus relating to Class A Ordinary Shares issuable upon warrant exercise until the warrants expire.

Key Dates

Recommendation

The announcement of a definitive merger agreement with Pasqal, a quantum computing company, is a significant positive development for Bleichroeder Acquisition Corp. II, moving it past the initial 'blank check' stage. This provides a clear path to a business combination in a high-growth, innovative sector. However, the 'going concern' qualification from the auditor, the inherent risks of SPACs, and the speculative nature of early-stage quantum computing technology warrant a 'hold' recommendation. Investors should monitor the progress of the merger, regulatory approvals, and the PIPE financing, as well as Pasqal's specific business prospects, before making further investment decisions. The potential for dilution and conflicts of interest also suggests caution.

Keywords

SPAC, Bleichroeder Acquisition Corp. II, Pasqal, Quantum Computing, Business Combination, Merger, 10-K, SEC Filing, Technology, TMT, Warrants, Trust Account, Corporate Governance, Risk Factors, IPO