Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II (the "Company") is a blank check company, incorporated as a Cayman Islands exempted company on August 27, 2025, formed for the purpose of effecting a Business Combination ¹. The Company has not yet commenced operations and does not generate any operating revenues, with its activities from inception through December 31, 2025, focused on organizational activities, preparing for its Initial Public Offering (IPO), and subsequently identifying a target company for a Business Combination ². The Company intends to focus its efforts on businesses within the technology, media, and telecommunications (TMT) sector, as well as sectors undergoing transformation through technology adoption, leveraging its Management Team's operational and investment expertise ³.

The core business model of Bleichroeder Acquisition Corp. II is to identify and acquire a target business, thereby providing an alternative to a traditional IPO for the target. The Company plans to generate non-operating income from interest on marketable securities held in its Trust Account ⁴. Revenue generation from operations is not expected until after the completion of a Business Combination ⁵. The primary customer segments are not applicable as the Company is a blank check company seeking an acquisition target. The Company's strategy involves leveraging its status as an existing public company to offer a target business a more expeditious and cost-effective method to become public, potentially through an exchange of target shares for the Company's Class A ordinary shares or a combination of shares and cash ⁶.

The Company has not yet identified any specific product or service lines as it is a blank check company. Its strategic role is to serve as an acquisition vehicle.

For the period from August 27, 2025 (inception) through December 31, 2025, the Company reported a net loss of $62,576 ⁷. Net cash used in operating activities for the same period was $0 ⁸. As of December 31, 2025, the Company had no cash and a working capital deficit of $254,601 ⁹. The balance sheet shows total assets of $221,528 ¹⁰ and total liabilities of $259,104 ¹¹. Shareholder's deficit amounted to $(37,576) ¹². Basic and diluted net loss per ordinary share was $(0.01) ¹³. No gross profit, gross margin, operating income, or free cash flow figures are applicable or disclosed for this period as the Company had no operations or revenues. Total debt, in the form of a promissory note from a related party, was $248,013 as of December 31, 2025 ¹⁴.

There are no year-over-year comparisons available as the Company was incorporated on August 27, 2025, and the reported period is from inception through December 31, 2025.

Subsequent to the fiscal year-end, on January 9, 2026, the Company consummated its Initial Public Offering, selling 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000 ¹⁵. This included the full exercise of the underwriters' over-allotment option of 3,750,000 Units ¹⁶. Simultaneously, the Company completed a private sale of 7,750,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $7,750,000 ¹⁷. Following these transactions, $287,500,000 was placed in a Trust Account ¹⁸. Total transaction costs incurred were $17,870,483, comprising a $5,000,000 cash underwriting fee, $12,250,000 deferred underwriting fee, and $620,483 in other offering costs ¹⁹. On February 28, 2026, the Company entered into a Business Combination Agreement with Bleichroeder Acquisition 2 France and Pasqal Holding SAS, with the closing expected in the second half of 2026, subject to customary closing conditions including regulatory and shareholder approval ²⁰.

The Company's primary outlook is centered on completing its initial Business Combination by January 9, 2028, which is 24 months from the closing of its Initial Public Offering ²¹. If the Business Combination is not consummated within this completion window, the Company's existence will terminate, and it will distribute all amounts in the Trust Account ²². The Company may seek to extend this completion window, which would require Public Shareholder approval and offer an opportunity for shareholders to redeem their Public Shares ²³.

The Company is focusing its efforts on businesses in the technology, media, and telecommunications (TMT) sector, as well as sectors undergoing transformation via technology adoption ²⁴. Key structural shifts identified as creating potential investment opportunities include advanced connectivity driven by digital infrastructure, adoption of AI capabilities such as machine learning and natural-language processing, continued mobile and digitalization across the economy, digital-trust technologies facilitating online and mobile-first solutions, widespread adoption of cloud computing, next-generation software development, emergence of autonomous robotics, early-stage commercialization of quantum computing, and autonomous mobility ²⁵. The Company believes its Management Team's operational and investment expertise, extensive network, and asset management experience will provide a competitive advantage in identifying attractive Business Combination opportunities ²⁶.

The Company expects to continue incurring significant costs in pursuit of its acquisition plans ²⁷. It does not expect to generate any operating revenues until after the completion of its Business Combination ²⁸. Subsequent to the IPO, the Company generates non-operating income from interest on marketable securities held in the Trust Account ²⁹. The Company will incur expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as for due diligence expenses ³⁰. The Company has agreed to pay an affiliate of its Chief Operating Officer $18,000 per month for services, with an additional payment of $600,000 less total monthly payments upon completion of the Business Combination or liquidation ³¹. These payments, prior to a Business Combination, will be made from funds held outside the Trust Account ³².

The Company intends to use substantially all funds held in the Trust Account, including interest earned (less income taxes payable), to complete its Business Combination ³³. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business, other acquisitions, and growth strategies ³⁴. Funds held outside the Trust Account will primarily be used to identify and evaluate target businesses, perform due diligence, and structure/negotiate a Business Combination ³⁵. The Sponsor or affiliates may loan the Company funds for working capital deficiencies or transaction costs, up to $2,000,000, which may be convertible into Private Placement Warrants at $1.00 per warrant ³⁶. The Company does not believe it will need to raise additional funds for operating expenditures, but may require additional financing if acquisition costs exceed estimates or if a significant number of Public Shares are redeemed ³⁷.

The Company faces several material risks, including its status as a blank check company with no revenue or basis to evaluate its ability to select a suitable business target ³⁸. 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" ³⁹. There is a risk that the Company may not be able to select an appropriate target business or complete its initial Business Combination within the prescribed timeframe ⁴⁰, and expectations regarding the performance of a prospective target business may not be realized ⁴¹. Officers and directors may have conflicts of interest due to their involvement with other businesses and their financial incentives related to the Founder Shares, which could be substantially higher in value than their nominal purchase price even if Public Shares decline ⁴². The Company may not be able to obtain additional financing to complete its initial Business Combination or reduce the number of shareholders requesting redemption ⁴³. Trust Account funds may not be fully protected against third-party claims or bankruptcy, potentially reducing the per-share redemption amount to less than $10.00 ⁴⁴. Competition to find an attractive target may increase costs and hinder the ability to find a suitable target ⁴⁵. Recent increases in inflation and interest rates could make it more difficult to consummate a Business Combination ⁴⁶. Geopolitical instability, such as the Russia-Ukraine conflict and the Israel-Hamas conflict, could lead to market disruptions and adversely affect the search for a Business Combination ⁴⁷.

Management's message emphasizes leveraging the extensive operational and investment experience of its Co-Founders, Michel Combes and Andrew Gundlach, and Chief Financial Officer Robert Folino, particularly within the technology, media, and telecommunications (TMT) sector and technology-transformed industries ⁴⁸. The Company aims to capitalize on its Co-Founders' strong track record, public executive experience, proprietary sourcing channels, and investing expertise to identify attractive Business Combination opportunities and generate attractive returns for shareholders by improving operational performance of acquired companies ⁴⁹. A key strategic priority is to complete an initial Business Combination by January 9, 2028 ⁵⁰. Management also highlights its ability to offer target businesses an alternative to a traditional IPO, providing a more expeditious and cost-effective path to becoming a public company ⁵¹. The Company has already entered into a Business Combination Agreement with Pasqal Holding SAS, with the closing expected in the second half of 2026, subject to regulatory and shareholder approval ⁵².