Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II, Pasqal Holding SAS, and Bleichroeder Acquisition France Merger Sub 2 entered into Amendment No. 3 to their Business Combination Agreement. This amendment specifically revises the terms of the equity incentive plan (LTIP) to be adopted by the surviving corporation following the Business Combination. The LTIP will provide for awards up to ten percent of the aggregate number of the surviving corporation's shares issued and outstanding immediately after closing, on a fully-diluted and as-converted basis. Further edits to the LTIP, including performance-based vesting criteria, will be negotiated.

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.

Bleichroeder Acquisition Corp. II and Pasqal announced the public filing of their joint registration statement on Form F-4, marking significant progress toward their proposed business combination. The merger agreement was amended to substitute a new merger subsidiary, and the Securities Purchase Agreement saw an increase in subscription price by $50.0 million, bringing the total to $250.0 million. Pasqal, valued at $2.0 billion pre-money, is expected to receive approximately $500 million in gross proceeds from the transaction, which will support its commercialization, fault-tolerant quantum computing roadmap, and global expansion. Pasqal highlighted its 10 QPUs, achievement of 1,024 trapped atoms, and demonstrated quantum advantage in materials science.

Bleichroeder Acquisition Corp. II announced it entered into a definitive merger agreement with Pasqal Holding SAS on February 28, 2026, which will result in Pasqal Holding SA becoming the surviving entity. For the three months ended March 31, 2026, the company reported a net loss of $(2,692,419) and had $1,331,014 in cash. The company also disclosed a working capital deficit of $2,930,576 and raised substantial doubt about its ability to continue as a going concern, planning to address this through the Business Combination.

Bleichroeder Acquisition Corp. II announced significant management changes approved by its Board of Directors, effective April 29, 2026. Andrew Gundlach resigned from his roles as President and Chief Executive Officer and was subsequently appointed Executive Chairman of the Board. Concurrently, Marcello Padula, who currently serves as the Company's Chief Operating Officer, was appointed to the position of Chief Executive Officer. The company reported no new compensatory arrangements or material amendments to existing agreements for either Mr. Gundlach or Mr. Padula in connection with these appointments.