Bleichroeder Acquisition Corp. II修訂與Pasqal合約，LTIP可發行最多10%新股

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):
July 22, 2026

 

Bleichroeder Acquisition Corp. II

(Exact name of registrant as specified in its
charter)

 

 
 Cayman Islands
  
 001-43045
  
 98-1888010

 
 (State or other jurisdiction

of incorporation)
  
 (Commission File Number)
  
 (IRS Employer 

Identification No.)

 
 

1345 Avenue of the Americas, Fl 47

New York, NY 10105

(Address of principal executive offices, including
zip code)

 

Registrant’s telephone number, including
area code: 212-984-3835

 

Not Applicable

(Former name or former address, if changed since
last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ☒
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b) of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 
 Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
  
 BBCQU
  
 The Nasdaq Stock Market LLC

 
 Class A ordinary shares, par value $0.0001 per share
  
 BBCQ
  
 The Nasdaq Stock Market LLC

 
 Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
  
 BBCQW
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item 1.01 Entry Into a Material Definitive
Agreement

 

Amendment No. 3 to Agreement and Plan of Merger

 

As previously announced, (i)
on February 28, 2026, Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Parent” or “Bleichroeder”),
entered into an Agreement and Plan of Merger (the “Agreement”) by and among Parent, Bleichroeder Acquisition 2 France,
a société par actions simplifiée formed under the laws of the Republic of France and a wholly owned subsidiary
of Parent (“Initial Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée
formed under the laws of the Republic of France (“Pasqal”), (ii) on May 26, 2026, Parent, Initial Merger Sub, Bleichroeder
Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent
Merger Sub”), and Pasqal entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement
(the “Amendment No. 1”), and (iii) on June 25, 2026, Parent, Parent Merger Sub and Pasqal entered into Amendment No.
2 to the Agreement and Plan of Merger (the “Amendment No. 2”). The Agreement, as amended by Amendment No. 1 and Amendment
No. 2, and as may be further amended from time to time, is referred to herein as the “Business Combination Agreement.”
The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement.

 

On July 22, 2026, Parent,
Parent Merger Sub and Pasqal entered into Amendment No. 3 to the Agreement and Plan of Merger (the “Amendment No. 3”).
Amendment No. 3 amends the Business Combination Agreement to revise the terms of the equity incentive plan to be adopted by the surviving
corporation of the Business Combination (the “Surviving Corporation”) in connection with the Business Combination.

 

Amendment No. 3 amends and
restates the provision of the Business Combination Agreement governing the equity incentive plan to be adopted by the Surviving Corporation
in connection with the Business Combination (the “LTIP”). As amended, the Surviving Corporation will adopt the LTIP,
which will provide for awards in the form of founder’s warrants or free shares, up to ten percent (10%) of the aggregate number
of the Surviving Corporation’s shares issued and outstanding immediately after the Closing on a fully-diluted and as-converted basis
(after giving effect to any redemptions by Parent’s shareholders). Amendment No. 3 further provides that Parent and Pasqal will
negotiate additional edits to the LTIP, including vesting criteria for new award recipients based on performance conditions, in good faith
based on recommendations from Pasqal’s compensation consultant, subject to the approval of the Surviving Corporation’s board
of directors.

 

The foregoing description
of Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, a copy of which is attached as Exhibit
2.1 hereto and is incorporated herein by reference.

 

Forward Looking Statements

 

This communication contains
certain statements that are not historical facts but may be considered “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act.
Forward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “could,” “plan,” “predict,” “project,” “forecast,” “potential,”
“seem,” “seek,” “target,” “possible,” “future,” “outlook” or the
negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding
future events, the proposed business combination between Bleichroeder and Pasqal, and other statements that are not historical facts.

 

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These statements are based
on the current expectations of Bleichroeder and/or Pasqal’s management and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bleichroeder
and Pasqal. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions regarding
Pasqal’s business and the business combination, and actual results may differ materially. These risks and uncertainties include,
but are not limited to: general economic, political, social and business conditions; uncertainty or changes with respect to laws and regulations;
uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the inability of the parties to consummate
the business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the
business combination agreement entered into in connection to the business combination, including failure by Bleichroeder or Pasqal to
receive their respective shareholder approval or required regulatory approvals of the business combination; the number of redemption requests
made by Bleichroeder’s shareholders in connection with the business combination, leaving the combined company with insufficient
cash to execute its business plans; the outcome of any legal proceedings or governmental investigations that may be instituted against
the parties following the announcement of the business combination; failure to realize the anticipated benefits of the business combination,
including as a result of a delay in consummating the potential transaction; the risk that the business combination disrupts Pasqal’s
current plans and operations as a result of the announcement and consummation of the business combination; the risks related to Pasqal
meeting expected business milestones; the effects of competition on Pasqal’s business; the ability of the combined company to execute
its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or maintain
the listing of its securities on a U.S. national securities exchange following the business combination; the ability to achieve dual listing
on Euronext N.V. Paris following the business combination; costs related to the business combination; the ability of Bleichroeder or the
combined company to raise capital or issue debt, equity or equity-linked securities in connection with the proposed business combination
or in the future on reasonable terms or at all; the combined company’s ability to maintain internal control over financial reporting
and operate as a public company; the risk from Pasqal pursuing an emerging technology, facing significant technical challenges and the
potential that it may not achieve commercialization or market acceptance; Pasqal’s financial performance and limited operating history;
Pasqal’s expectations regarding future financial performance, capital requirements and unit economics; Pasqal’s use and reporting
of business and operational metrics; Pasqal’s competitive landscape; Pasqal’s dependence on members of its senior management
and its ability to attract and retain qualified personnel; Pasqal’s potential need for additional future financing prior to or after
the business combination as a combined company; Pasqal’s concentration of revenue in contracts with government or state-funded entities;
Pasqal’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products,
services or technologies; Pasqal’s reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect
and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations;
the use, rate of adoption and regulation of artificial intelligence and machine learning; and other risks that will be detailed from time
to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Pasqal and Bleichroeder
presently do not know or that Pasqal and Bleichroeder currently believe are immaterial that could also cause actual results to differ
from those contained in forward-looking statements. In addition, forward-looking statements provide Pasqal’s and/or Bleichroeder’s
expectations, plans and forecasts of future events and views as of the date of this communication. Pasqal and Bleichroeder anticipate
that subsequent events and developments will cause their assessments to change. However, while Pasqal and/or Bleichroeder may elect to
update these forward-looking statements in the future, Pasqal and Bleichroeder specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Pasqal’s or Bleichroeder’s assessments as of any date subsequent to the
date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should
be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such
forward-looking statements will be achieved.

 

An investment in Bleichroeder
is not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical
results of those investments are not indicative of future performance of Bleichroeder, which may differ materially.

 

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Additional Information and Where to Find It

 

The business combination will
be submitted to shareholders of Bleichroeder for their consideration. In connection with the business combination, Bleichroeder, Bleichroeder
Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France and Pasqal have
jointly filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC, which includes a proxy
statement/prospectus and certain other related documents, which will serve as both the proxy statement/prospectus to be distributed to
its shareholders in connection with its solicitation for proxies for the vote by its shareholders in connection with the business combination
and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities
to be issued to Pasqal’s shareholders in connection with the completion of the business combination. After the Registration Statement
is declared effective, Bleichroeder will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders
as of the record date established for voting on the business combination. This communication is not a substitute for the Registration
Statement, the definitive proxy statement/prospectus or any other document that Bleichroeder will send to its shareholders in connection
with the business combination.

 

BEFORE MAKING ANY INVESTMENT
OR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES
TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and
other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available)
will be mailed to shareholders of Bleichroeder as of a record date to be established for voting on the business combination. Shareholders
of Bleichroeder will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s
website at www.sec.gov.

 

Participants in the Solicitation

 

Bleichroeder and its directors,
executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation
of proxies from Bleichroeder’s shareholders with respect to the business combination. A list of the names of those directors and
executive officers and a description of their interests in Bleichroeder and the business combination is contained in the sections entitled
“Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director Independence” of
the Annual Report filed by Bleichroeder with the SEC on March 16, 2026 and the Current Report on Form 8-K filed with the SEC on May 1,
2026, and each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests
of participants in the proxy solicitation and their direct and indirect interests will be contained in the Registration Statement and
the proxy statement/prospectus when they become available.

 

Pasqal, its directors, executive
officers, other members of management, employees and consultants, under SEC rules, may be deemed participants in the solicitation of proxies
of Bleichroeder’s shareholders in connection with the business combination. A list of the names of such directors and executive
officers and information regarding their interests in the business combination will be included in the Registration Statement and the
proxy statement/prospectus when they become available.

 

 3

  

 

 

No Offer or Solicitation

 

This communication is for
informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation
of any vote in any jurisdiction pursuant to the business combination or otherwise. This communication is not, and under no circumstances
is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or
any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other
jurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

 
 Exhibit No.
  
 Description

 
 2.1
  
 Amendment No. 3 to the Agreement and Plan of Merger, dated as of July 22, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2 and Pasqal Holding SAS.

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 
 

 4

  

 

 

SIGNATURE

 

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

 

 
  
 BLEICHROEDER ACQUISITION CORP. II

 
  
  
  

 
 Date: July 22, 2026
 By:
 /s/ Marcello Padula

 
  
  
 Name: 
 Marcello Padula

 
  
  
 Title: 
 Chief Executive Officer and Chief Operating Officer

 
 

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