# Bleichroeder Acquisition Corp. II (BBCQW) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_1578a9df7d0860317956 · retrieved 2026-08-11T16:14:37.140Z

## Overview
Pasqal Holding SAS develops and deploys neutral-atom quantum computers and software for customers across energy, financial services, materials science, defense, and research industries, with approximately 300 employees and over 25 clients including Saudi Aramco, Crédit Agricole CIB, and IBM.

Bleichroeder Acquisition Corp. II announced that the SEC declared effective on August 5, 2026 the Form F-4 registration statement for its proposed business combination with Pasqal Holding SAS, a global leader in neutral-atom quantum computing. The transaction was originally announced on February 28, 2026 under an Agreement and Plan of Merger, subsequently amended on May 26, June 25, and July 22, 2026. Bleichroeder has scheduled an extraordinary general meeting for August 25, 2026 to seek shareholder approval of the business combination. Upon completion, the combined company is expected to operate as Pasqal Holding SA and trade on Nasdaq under the ticker symbol PSQL.

## Terms
- Counterparty: Pasqal Holding SAS · Deal value: $2.00B · Consideration: stock · Stake: 10% · Price/share: $10

## Key dates
- Announced 2026-03-04 · Record 2026-08-04 · Vote 2026-08-25

## Timeline
- 2026-03-04 · 425 (0001213900-26-023749): 425 - Bleichroeder Acquisition Corp. II — *Pasqal Holding SAS develops neutral atom quantum computing systems; has produced and deployed quantum processors across three continents with customers running real workloads and machines accessible through cloud and integrated into HPC environments.* Pasqal Holding SAS announced on March 4, 2026, a business combination with Bleichroeder Acquisition Corp. II, a blank-check company. The transaction will result in Pasqal becoming a publicly listed company, with plans to pursue a dual listing on Euronext and NASDAQ, with an initial NASDAQ listing expected in 2026. Pasqal develops neutral atom quantum computing systems and has deployed quantum processors across three continents with customers running real workloads. The combined company intends to accelerate Pasqal's commercialization, strengthen product development, and advance its technology roadmap.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-023749.txt
- 2026-03-04 · 425 (0001213900-26-023750): 425 - Bleichroeder Acquisition Corp. II — *Pasqal Holding SAS is a Paris-based quantum computing company co-founded by 2022 Nobel Prize in Physics winner Alain Aspect that provides full-stack quantum computing hardware and software using neutral atom technology.* Pasqal Holding SAS agreed to merge with Bleichroeder Acquisition Corp. II, a Nasdaq-traded SPAC sponsored by Michel Combes and Andrew Gundlach, in a transaction valuing the combined company at $2 billion pre-money. The deal includes a $200 million convertible financing anchored by sponsor-affiliated investor Inflection Point, existing Pasqal anchor investor BPIfrance Large Venture, and other new institutional investors. The transaction will also include as much as $289 million dependent on investor redemptions. The offering is expected to close in the second half of 2026 and assigns the company a pro forma market capitalization of approximately $2.6 billion.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-023750.txt
- 2026-03-04 · 425 (0001213900-26-023751): 425 - Bleichroeder Acquisition Corp. II — *Pasqal is a neutral-atom quantum computing company developing industrial-grade quantum systems for real-world applications, with systems deployed internationally and customers running production workloads.* Pasqal Holding SAS announced a business combination with Bleichroeder Acquisition Corp. II on March 4, 2026, in connection with securing expected total funding of at least €340 million. The funding comprises a €170 million private financing round and approximately €170 million (USD 200 million) in committed convertible financing. The combined company intends to pursue a dual listing on Nasdaq and Euronext Paris.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-023751.txt
- 2026-03-05 · 425 (0001213900-26-024091): 425 - Bleichroeder Acquisition Corp. II — *Pasqal is a quantum computing company founded in 2019 that uses neutral atoms technology and has installed quantum machines in France, Germany, Canada, Italy, and Saudi Arabia.* Pasqal Holding SAS, a quantum computing company, announced a business combination with Bleichroeder Acquisition Corp. II, a SPAC, valuing Pasqal at approximately two billion dollars. The transaction is expected to result in a dual listing on the Nasdaq and Euronext Paris. Pasqal is raising at least 340 million euros in two tranches: 170 million euros from investors including Parkway, Quanta Computer, LG Electronics, and CMA CGM, and a remaining 170 million euros through a convertible private placement financing. The Nasdaq listing via SPAC is expected in 2026, with the Euronext Paris IPO potentially occurring in 2026 or 2027, subject to market conditions.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-024091.txt
- 2026-03-05 · 425 (0001213900-26-023807): 425 - Bleichroeder Acquisition Corp. II — *Pasqal is a quantum computing specialist based on neutral atoms, founded in 2019 with Nobel Prize-winning physicist Alain Aspect among its co-founders, serving clients including EDF, Crédit Agricole, and Saudi Aramco.* Pasqal Holding SAS announced a proposed business combination with Bleichroeder Acquisition Corp. II (a SPAC led by Andrew Gundlach and Michel Combes) on March 4, 2025. Pasqal is valued at two billion euros and has raised €340 million, comprising €170 million in private funds from international investors and a €170 million convertible financing commitment. The merger is planned for Nasdaq listing in 2025, with a secondary Euronext listing targeted for 2026 or 2027.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-023807.txt
- 2026-07-23 · 8-K (0001213900-26-080573): 8-K - Bleichroeder Acquisition Corp. II — *Bleichroeder Acquisition Corp. II is a Cayman Islands exempted company and blank-check acquisition vehicle pursuing a business combination with Pasqal Holding SAS, a French société par actions simplifiée.* Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2, and Pasqal Holding SAS executed Amendment No. 3 to their Agreement and Plan of Merger on July 22, 2026, revising the equity incentive plan (LTIP) to be adopted by the surviving corporation at closing. The LTIP will reserve awards in the form of founder's warrants (BSPCEs) or free shares (actions gratuites) equal to up to 10% of the surviving corporation's fully-diluted, as-converted shares outstanding immediately after closing (after giving effect to any parent shareholder redemptions). The parties will negotiate further LTIP edits, including vesting criteria based on performance conditions, in good faith based on recommendations from Pasqal's compensation consultant, subject to board approval.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-080573.txt
- 2026-07-23 · 425 (0001213900-26-080575): 425 - Bleichroeder Acquisition Corp. II — *Bleichroeder Acquisition Corp. II is a Cayman Islands exempted company (blank check company) pursuing a business combination with Pasqal Holding SAS, a French company.* Bleichroeder Acquisition Corp. II (a Cayman Islands exempted company) and Pasqal Holding SAS (a French société par actions simplifiée) are pursuing a business combination under an Agreement and Plan of Merger originally dated February 28, 2026, as amended on May 26, 2026 and June 25, 2026. On July 22, 2026, the parties entered into Amendment No. 3, which revises the equity incentive plan (LTIP) to be adopted by the surviving corporation following the closing. The amended LTIP will provide for awards in the form of founder's warrants (BSPCEs) or free shares (actions gratuites) up to 10% of the aggregate number of surviving corporation shares issued and outstanding immediately after closing on a fully-diluted and as-converted basis (after giving effect to any parent shareholder redemptions). The parties will negotiate additional edits to the LTIP, including vesting criteria based on performance conditions, in good faith based on recommendations from Pasqal's compensation consultant, subject to approval by the surviving corporation's board of directors.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-080575.txt
- 2026-08-05 · DEFM14A (0001213900-26-085816): DEFM14A - Bleichroeder Acquisition Corp. II — *Pasqal develops quantum computing systems using neutral atom technology, with applications in optimization, simulation, and sensing.* Bleichroeder Acquisition Corp. II, a Cayman Islands SPAC, will merge with Pasqal Holding SAS (Legacy Pasqal), a French quantum computing company valued at $2,000,000,000 pre-transaction equity valuation. The transaction involves two sequential mergers: first, Bleichroeder will merge with its French subsidiary Bleichroeder Acquisition France Merger Sub 2 (Reincorporation Merger), and second, Legacy Pasqal will merge with the surviving entity (Merger), resulting in a combined company called Pasqal Holding SA (New Pasqal). The Business Combination Agreement was dated February 28, 2026, and amended on May 26, June 25, and July 22, 2026. Financing includes $312.5 million in senior unsecured convertible bonds and $250 million in investment warrants from institutional investors. Within twelve months of closing, New Pasqal intends to dual-list on Nasdaq and Euronext Paris, subject to market conditions.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-085816.txt
- 2026-08-06 · 8-K (0001213900-26-085936): 8-K - Bleichroeder Acquisition Corp. II — *Pasqal Holding SAS develops and deploys neutral-atom quantum computers and software for customers across energy, financial services, materials science, defense, and research industries, with approximately 300 employees and over 25 clients including Saudi Aramco, Crédit Agricole CIB, and IBM.* Bleichroeder Acquisition Corp. II announced that the SEC declared effective on August 5, 2026 the Form F-4 registration statement for its proposed business combination with Pasqal Holding SAS, a global leader in neutral-atom quantum computing. The transaction was originally announced on February 28, 2026 under an Agreement and Plan of Merger, subsequently amended on May 26, June 25, and July 22, 2026. Bleichroeder has scheduled an extraordinary general meeting for August 25, 2026 to seek shareholder approval of the business combination. Upon completion, the combined company is expected to operate as Pasqal Holding SA and trade on Nasdaq under the ticker symbol PSQL.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-085936.txt
- 2026-08-06 · 425 (0001213900-26-085938): 425 - Bleichroeder Acquisition Corp. II — *Pasqal Holding SAS is a global leader in neutral-atom quantum computing, developing and deploying quantum computers and software for customers across energy, financial services, materials science, defense, and research industries.* Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ), a special purpose acquisition company, entered into an Agreement and Plan of Merger with Pasqal Holding SAS, a global leader in neutral-atom quantum computing, on February 28, 2026, as amended on May 26, June 25, and July 22, 2026. The SEC declared the joint Form F-4 registration statement effective on August 5, 2026. Bleichroeder has scheduled an extraordinary general meeting for August 25, 2026, to approve the proposed business combination. Upon completion, the combined company is expected to operate as Pasqal Holding SA and be listed on Nasdaq under the ticker symbol PSQL.
  https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-085938.txt

## Citations
- 0001213900-26-023749 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023749
- 0001213900-26-023750 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023750
- 0001213900-26-023751 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023751
- 0001213900-26-024091 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026024091
- 0001213900-26-023807 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023807
- 0001213900-26-080573 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080573
- 0001213900-26-080575 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080575
- 0001213900-26-085816 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026085816
- 0001213900-26-085936 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026085936
- 0001213900-26-085938 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026085938