Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II (the "Company") is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the Cayman Islands on August 27, 2025, with the sole purpose of effecting a Business Combination ¹. The Company has not yet selected a specific target for acquisition, nor has it initiated substantive discussions with any potential target ². While the Company may pursue an initial Business Combination in any sector, it is focusing its efforts on businesses within the technology, media, and telecommunications (TMT) sector, as well as other sectors undergoing transformation through technology adoption, where its Management Team's operational and investment expertise is expected to provide a competitive advantage ³.

The Company's core business model is to identify and acquire a private operating company, thereby taking it public. It generates no operating revenue currently, with its activities from inception through December 31, 2025, limited to organizational activities and preparations for its Initial Public Offering (IPO) ⁴. Post-IPO, the Company generates non-operating income from interest on marketable securities held in its Trust Account ⁵. The primary customer segments for the eventual combined entity are not yet defined, as the target business has not been identified.

The Company's strategy involves leveraging the collective experience and complementary expertise of its Co-Founders, Michel Combes and Andrew Gundlach, and the rest of its Management Team, who possess extensive operational and investment experience in global public and private markets, as well as prior SPAC experience ⁶. This expertise is expected to facilitate the identification of attractive Business Combination opportunities within the TMT sector and technology-transformed industries ⁷. The Company aims to generate attractive returns for shareholders and enhance value through improving the operational performance of the acquired company ⁸.

Key financial metrics for the period from August 27, 2025 (inception) through December 31, 2025, indicate that the Company had a net loss of $62,576 ⁹. Net cash used in operating activities for this period was $0 ¹⁰. As of December 31, 2025, the Company reported total current assets of $4,503, consisting of prepaid expenses ¹¹, and total assets of $221,528 ¹². Current liabilities included accrued offering costs of $10,791 ¹³, accrued expenses of $300 ¹⁴, and a promissory note – related party of $248,013 ¹⁵, totaling $259,104 ¹⁶. The Company had a total shareholder's deficit of $(37,576) ¹⁷. Basic and diluted net loss per ordinary share was $(0.01) ¹⁸. The Company had no cash or cash equivalents as of December 31, 2025 ¹⁹.

Year-over-year comparisons are not applicable as the Company was incorporated on August 27, 2025, and had no prior operating history or revenue generation ²⁰.

Significant operational developments include the consummation of its Initial Public Offering on January 9, 2026, subsequent to the annual period covered by this report, where it sold 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000 ²¹. Simultaneously, it completed the private sale of 7,750,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $7,750,000 ²². Following these transactions, $287,500,000 was placed in a Trust Account ²³. The Company also announced on January 23, 2026, that commencing January 28, 2026, the Class A ordinary shares and Warrants included in the Units would trade separately on the Nasdaq Global Market under symbols "BBCQ" and "BBCQW" respectively, while Units not separated would continue to trade under "BBCQU" ²⁴. Furthermore, on February 28, 2026, the Company entered into a Business Combination Agreement with Bleichroeder Acquisition 2 France and Pasqal Holding SAS, a French company ²⁵.

Management's specific guidance for the upcoming period indicates that the closing of the Business Combination with Pasqal Holding SAS is expected to occur in the second half of 2026, subject to customary closing conditions, including regulatory and shareholder approval ²⁶. The transaction is anticipated to be funded by a combination of the Company's Trust Account and expected proceeds from a public investment in private equity ²⁷.

The primary growth area for the Company is the successful completion of its initial Business Combination with Pasqal Holding SAS, a French company ²⁸. The Company is focusing its efforts on businesses in the technology, media, and telecommunications (TMT) sector, as well as sectors being transformed via technology adoption ²⁹. Management believes that structural shifts such as advanced connectivity, adoption of AI capabilities like machine learning and natural-language processing, continued mobile and digitalization, digital-trust technologies, widespread adoption of cloud computing, next-generation software development, emergence of autonomous robotics, and early-stage commercialization of quantum computing will create numerous potential investment opportunities ³⁰. The Company aims to capitalize on these trends by acquiring a business that can benefit from its Co-Founders' and management team's experience to improve operations and market position, has a defensible market position, a differentiated product offering with multiple avenues for growth and margin expansion, and is at an inflection point ³¹.

Regarding operational outlook, the Company expects to continue to incur significant costs in the pursuit of its acquisition plans ³². It does not expect to generate any operating revenues until after the completion of its Business Combination ³³. Post-IPO, the Company generates non-operating income from interest income on marketable securities held in the Trust Account ³⁴. The Company intends to use substantially all of the funds held in the Trust Account, including interest earned (less income taxes payable), to complete its Business Combination ³⁵. If share capital or debt is used as consideration, remaining Trust Account proceeds will be used as working capital for the target business's operations, other acquisitions, and growth strategies ³⁶. 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 ³⁷.

Planned capital allocation includes the use of up to $2,000,000 of Working Capital Loans, which may be convertible into Private Placement Warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender, to fund working capital deficiencies or finance transaction costs ³⁸. The Company also has an obligation to pay an affiliate of its Chief Operating Officer $18,000 per month, and upon completion of the initial Business Combination or liquidation, an amount equal to $600,000 less the total monthly payments made, for services as COO ³⁹. These payments, prior to the initial Business Combination, will be made from funds held outside the Trust Account ⁴⁰.

Management explicitly flagged structural headwinds and execution risks, including the potential for the 2024 SPAC Rules to materially affect the ability to negotiate and complete the initial Business Combination, increasing costs and time ⁴¹. The Company must complete its initial Business Combination by January 9, 2028, which is 24 months from the closing of its IPO ⁴². Failure to do so would result in the termination of its existence and distribution of Trust Account amounts ⁴³. An extension of this completion window would require Public Shareholder approval and an opportunity for redemptions, which could materially adversely affect the Trust Account, capitalization, and ability to maintain Nasdaq listing ⁴⁴. The Company's ability to acquire larger target businesses is limited by its available financial resources, and the obligation to pay cash for redemptions may further reduce resources, potentially placing it at a competitive disadvantage ⁴⁵.

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 ⁴⁶. 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" ⁴⁷. 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 ⁴⁸. Expectations regarding the performance of a prospective target business may not be realized ⁴⁹. The Company may not be successful in retaining or recruiting required officers, key employees, or directors following its initial Business Combination ⁵⁰. Conflicts of interest may arise due to officers and directors allocating their time to other businesses or their potential to profit substantially even if public shareholders experience losses ⁵¹. The Company may not be able to obtain additional financing to complete its initial Business Combination or reduce the number of shareholders requesting redemption ⁵². Trust Account funds may not be protected against third-party claims or bankruptcy, and the actual per-share redemption amount received by shareholders could be less than $10.00 ⁵³. Geopolitical instability from the ongoing Russia-Ukraine conflict and the Israel-Hamas conflict could lead to market disruptions, including volatility in commodity prices, credit and capital markets, supply chain interruptions, and increased cyberattacks, adversely affecting the Company's search for a Business Combination ⁵⁴. Recent increases in inflation and interest rates could make it more difficult to consummate an initial Business Combination ⁵⁵. Cybersecurity incidents, despite the Company having no operations, pose a risk to Trust Account investments and bank deposits, and the Company lacks significant investments in data security protection ⁵⁶.

Management's overall tone emphasizes the Company's strategic focus on the technology, media, and telecommunications (TMT) sector and other technology-transformed industries, leveraging the extensive operational and investment experience of its Co-Founders, Michel Combes and Andrew Gundlach, and the broader Management Team. They highlight their competitive strengths in sourcing, valuation, diligence, and execution capabilities, aiming to identify attractive Business Combination opportunities that will generate attractive returns and enhance value through operational improvements. A key forward-looking statement is the expectation that the Business Combination with Pasqal Holding SAS will close in the second half of 2026, contingent on regulatory and shareholder approval, and funded by the Trust Account and expected public investment in private equity proceeds ⁵⁷. Management's strategic priorities include completing the initial Business Combination by January 9, 2028 ⁵⁸, identifying target companies that align with their investment criteria such as having a strong management team, a defensible market position, a differentiated product offering, and being at an inflection point, and prudently managing capital resources, including the $287,500,000 ⁵⁹ held in the Trust Account, to ensure sufficient liquidity for the Business Combination and ongoing operations.