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MergerJun 25, 2026, 08:41 AM

Bleichroeder Amends Pasqal Merger Terms: Board Composition & LTIP

AI Summary

Bleichroeder Acquisition Corp. II announced Amendment No. 2 to its Agreement and Plan of Merger with Pasqal Holding SAS. This amendment revises the composition of the board of directors for the surviving corporation, setting it at nine directors, with five being French or European non-U.S. residents. Additionally, the amendment modifies the terms of the equity incentive plan (LTIP), removing a provision that would have granted the CEO and chairman of Pasqal's supervisory board an additional 1% of shares, while maintaining the overall LTIP at up to 10% of outstanding shares.

Key Highlights

  • Amendment No. 2 to the Business Combination Agreement with Pasqal was executed.
  • Surviving corporation's board will consist of nine directors post-merger.
  • Five directors will be French or European citizens and non-U.S. residents.
  • Six directors will be jointly designated by Bleichroeder and Pasqal.
  • Bpifrance Investissement and EIC Fund each have right to designate one director.
  • Equity incentive plan (LTIP) will provide awards up to 10% of shares.
  • Removed provision for additional 1% LTIP shares for Pasqal CEO and Chairman.