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 and has not initiated substantive discussions with any potential targets 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 believed to provide a competitive advantage ³.

The core business model of Bleichroeder Acquisition Corp. II is to identify and acquire a private operating company, thereby taking it public through a Business Combination. The Company generates no operating revenue currently, with its non-operating income derived from interest on marketable securities held in its Trust Account ⁴. Its primary "customers" are the shareholders who invest in its units, Class A ordinary shares, and redeemable warrants, with the ultimate goal of providing attractive returns through the acquisition and subsequent operational improvement of a target company ⁵. The Company's structure offers a target business an alternative to a traditional initial public offering, potentially providing a more expeditious and cost-effective method to becoming a public company ⁶.

The Company's strategy is to capitalize on 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, including serving as CEOs and Directors of global public companies and as investors in public and private markets ⁷. They aim to identify attractive Business Combination opportunities within the technology industry and sectors being transformed by technology adoption, with objectives to generate attractive shareholder returns and enhance value through operational performance improvements of the acquired company ⁸. The Company favors target companies with strong management, a platform for add-on acquisitions, a defensible market position, differentiated product offerings, multiple avenues for growth and margin expansion, and those at an inflection point ⁹.

For the period from August 27, 2025 (inception) through December 31, 2025, the Company reported a net loss of $62,576 ¹⁰. Net cash used in operating activities for this period was $0 ¹¹. As of December 31, 2025, the Company had no cash and a working capital deficit of $254,601 ¹². The balance sheet shows total assets of $221,528 ¹³ and total liabilities of $259,104 ¹⁴. Shareholder's deficit amounted to $(37,576) ¹⁵, comprising Class B ordinary shares of $958 ¹⁶, additional paid-in capital of $24,042 ¹⁷, and an accumulated deficit of $(62,576) ¹⁸. Basic and diluted net loss per ordinary share was $(0.01) ¹⁹.

Subsequent to the fiscal year-end, on January 9, 2026, the Company consummated its Initial Public Offering (IPO) of 28,750,000 Units at $10.00 per Unit, generating gross proceeds of $287,500,000 ²⁰. This included the full exercise of the underwriters' over-allotment option of 3,750,000 Units ²¹. Simultaneously, the Company 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, a total of $287,500,000 was placed in the Trust Account ²³. The Company incurred total transaction costs of $17,870,483, consisting of a $5,000,000 cash underwriting fee, $12,250,000 of deferred underwriting fee, and $620,483 of other offering costs ²⁴.

A significant operational development occurred on February 28, 2026, when the Company entered into a Business Combination Agreement with Bleichroeder Acquisition 2 France and Pasqal Holding SAS, a French company ²⁵. This transaction is expected to be funded by a combination of the Company's Trust Account and anticipated proceeds from a public investment in private equity ²⁶. The closing of this transaction is projected for the second half of 2026, subject to customary closing conditions, including regulatory and shareholder approval ²⁷.

Management's specific guidance for the upcoming period is centered on the successful completion of its initial Business Combination. The Company has entered into a Business Combination Agreement with Pasqal Holding SAS, a French company, with the closing expected in the second half of 2026 ²⁸. This 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 ²⁹. The Company must complete its initial Business Combination by January 9, 2028, which is 24 months from the closing of its Initial Public Offering ³⁰.

The primary growth area for the Company is the successful acquisition of a target business, specifically Pasqal Holding SAS, within the technology, media, and telecommunications (TMT) sector or sectors being transformed by technology adoption ³¹. The Company's strategy is to identify businesses that can benefit from its Management Team's operational and investment expertise, aiming to generate attractive returns for shareholders and enhance value through improved operational performance of the acquired company ³². The Company seeks targets with strong management, a platform for add-on acquisitions, a defensible market position, differentiated product offerings, and multiple avenues for growth and margin expansion ³³.

Operationally, the Company expects to incur significant costs in the pursuit of its acquisition plans ³⁴. Following the Initial Public Offering, the Company will generate non-operating income from interest on marketable securities held in the Trust Account ³⁵. The Company intends to use substantially all funds in the Trust Account, including interest earned (less income taxes payable), to complete its Business Combination ³⁶. Any remaining proceeds will be used as working capital for the target business, other acquisitions, and growth strategies ³⁷. Funds held outside the Trust Account will primarily be used to identify and evaluate target businesses, perform due diligence, and cover transaction costs ³⁸.

The Company does not believe it will need to raise additional funds to meet operating expenditures ³⁹. However, if the estimated costs for identifying a target, due diligence, and negotiation are less than actual amounts, the Company may have insufficient funds to operate prior to the Business Combination ⁴⁰. Additional financing may be required to complete the Business Combination or if a significant number of Public Shares are redeemed, potentially through issuing additional securities or incurring debt ⁴¹. Up to $2,000,000 of Working Capital Loans from the Sponsor or affiliates may be convertible into Private Placement Warrants at $1.00 per warrant ⁴².

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 ⁴³. Its independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about its ability to continue as a "going concern" ⁴⁴. 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 ⁴⁵, and expectations regarding the performance of a prospective target may not be realized ⁴⁶. Conflicts of interest may arise due to officers and directors allocating time to other businesses or their potential to profit substantially from Founder Shares even if public shareholders experience losses ⁴⁷. The Company may not be able to obtain additional financing to complete its initial Business Combination or reduce the number of shareholders requesting redemption ⁴⁸. Trust Account funds may not be protected against third-party claims or bankruptcy, potentially reducing the per-share redemption amount to less than $10.00 ⁴⁹. Competition to find an attractive target could increase costs and hinder the ability to find a suitable target ⁵⁰. Recent increases in inflation and interest rates could make it more difficult to consummate a Business Combination ⁵¹. Geopolitical instability, such as the 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 search for and consummation of an initial Business Combination ⁵².

Management's message to shareholders 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. The primary strategic priority is the successful completion of an initial Business Combination, with the Company having recently entered into a Business Combination Agreement with Pasqal Holding SAS, a French company, with the closing anticipated in the second half of 2026 ⁵³. Management aims to generate attractive returns for shareholders and enhance value through improving the operational performance of the acquired company ⁵⁴. Another key strategic priority is to ensure sufficient capital for the Business Combination, with the transaction expected to be funded by the Trust Account and proceeds from a public investment in private equity ⁵⁵. The Company also highlights its competitive strengths, including proprietary sourcing channels and execution capability, to identify and complete complex transactions that create an attractive investment thesis ⁵⁶.