{"url_path":"/sec/bbcq/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-071787-index.html","accession_number":"0001213900-26-071787","cik":"0002088295","ticker":"BBCQ","issuer_name":"Bleichroeder Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088295/0001213900-26-071787-index.html","primary_entity_key":"0002088295","primary_entity_name":"Bleichroeder Acquisition Corp. II"},"word_count":2281,"has_tables":true,"body_markdown":"**Item 1.01 Entry Into a Material Definitive\nAgreement**\n\n \n\n*Amendment No. 2 to Agreement and Plan of Merger*\n\n* *\n\nAs previously announced, (i)\non February 28, 2026, Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“**Parent**” or “**Bleichroeder**”),\nentered into an Agreement and Plan of Merger (the “**Agreement**”) by and among Parent, Bleichroeder Acquisition 2 France,\na *société par actions simplifiée* formed under the laws of the Republic of France and a wholly owned subsidiary\nof Parent (“**Initial Merger Sub**”), and Pasqal Holding SAS, a *société par actions simplifiée*\nformed under the laws of the Republic of France (“**Pasqal**”), and (ii) on May 26, 2026, Parent, Initial Merger Sub, Bleichroeder\nAcquisition France Merger Sub 2, a *société anonyme* formed under the laws of the Republic of France (“**Parent\nMerger Sub**”), and Pasqal entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement\n(the “**Amendment No. 1**”). The Agreement, as amended by Amendment No. 1, and as may be further amended from time to time,\nis referred to herein as the “**Business Combination Agreement**.” The transactions contemplated by the Business Combination\nAgreement are hereinafter referred to as the “**Business Combination**.” Capitalized terms used but not defined herein\nshall have the meanings ascribed to such terms in the Business Combination Agreement.\n\n \n\nOn June 25, 2026, Parent,\nParent Merger Sub and Pasqal entered into Amendment No. 2 to the Agreement and Plan of Merger (the “**Amendment No. 2**”).\nAmendment No. 2 amends the Business Combination Agreement to revise the composition of the board of directors of the surviving corporation\nof the Business Combination (the “**Surviving Corporation**”), following the consummation of the Business Combination,\nand to revise the terms of the equity incentive plan to be adopted by the Surviving Corporation in connection with the Business Combination.\n\n \n\nAs amended, the Surviving\nCorporation’s initial board of directors will consist of nine directors, five of whom will be French or European citizens and non-U.S.\nresidents. Six of such directors will be designated jointly by Parent and Pasqal prior to the closing of the Business Combination (the\n“**Closing**”) and will be mutually acceptable to Parent and Pasqal, and the remaining directors will be determined prior\nto the Closing in accordance with the terms of the Business Combination Agreement and will be independent directors under Nasdaq rules\nand applicable law.\n\n \n\nAmendment No. 2 also amends\nthe Business Combination Agreement to, among other things, remove the provision under which the equity incentive plan to be adopted by\nthe Surviving Corporation in connection with the Business Combination (the \"**LTIP**\") would have provided for awards to\nthe chief executive officer and the chairman of Pasqal’s supervisory board in respect of a number of the Surviving Corporation's\nshares of up to one percent (1%) of the aggregate number of the Surviving Corporation's shares issued and outstanding immediately after\nthe Closing on a fully-diluted and as-converted basis (after giving effect to any redemptions by Parent's shareholders), in addition to\nthe ten percent (10%) of such shares for which the LTIP will otherwise provide.\n\n \n\nThe foregoing description\nof Amendment No. 2 is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is attached as Exhibit\n2.1 hereto and is incorporated herein by reference.\n\n \n\n**Forward Looking Statements**\n\n \n\nThis communication contains\ncertain statements that are not historical facts but may be considered “forward-looking statements” within the meaning of\nSection 27A of the Securities Act of 1933, as amended (the “**Securities Act**”), and Section 21E of the Exchange Act.\nForward-looking statements generally are accompanied by words such as “believe,” “may,” “might,” “will,”\n“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”\n“would,” “could,” “plan,” “predict,” “project,” “forecast,” “potential,”\n“seem,” “seek,” “target,” “possible,” “future,” “outlook” or the\nnegatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends\nor that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding\nfuture events, the proposed business combination between Bleichroeder and Pasqal, and other statements that are not historical facts.\n\n \n\n1\n\n \n\nThese statements are based\non the current expectations of Bleichroeder and/or Pasqal’s management and are not predictions of actual performance. These forward-looking\nstatements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as\na guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult\nor impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Bleichroeder\nand Pasqal. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions regarding\nPasqal’s business and the business combination, and actual results may differ materially. These risks and uncertainties include,\nbut are not limited to: general economic, political, social and business conditions; uncertainty or changes with respect to laws and regulations;\nuncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the inability of the parties to consummate\nthe business combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the\nbusiness combination agreement entered into in connection to the business combination, including failure by Bleichroeder or Pasqal to\nreceive their respective shareholder approval or required regulatory approvals of the business combination; the number of redemption requests\nmade by Bleichroeder’s shareholders in connection with the business combination, leaving the combined company with insufficient\ncash to execute its business plans; the outcome of any legal proceedings or governmental investigations that may be instituted against\nthe parties following the announcement of the business combination; failure to realize the anticipated benefits of the business combination,\nincluding as a result of a delay in consummating the potential transaction; the risk that the business combination disrupts Pasqal’s\ncurrent plans and operations as a result of the announcement and consummation of the business combination; the risks related to Pasqal\nmeeting expected business milestones; the effects of competition on Pasqal’s business; the ability of the combined company to execute\nits growth strategy, manage growth profitably and retain its key employees; the ability of the combined company to obtain or maintain\nthe listing of its securities on a U.S. national securities exchange following the business combination; the ability to achieve dual listing\non Euronext N.V. Paris following the business combination; costs related to the business combination; the ability of Bleichroeder or the\ncombined company to raise capital or issue debt, equity or equity-linked securities in connection with the proposed business combination\nor in the future on reasonable terms or at all; the combined company’s ability to maintain internal control over financial reporting\nand operate as a public company; the risk from Pasqal pursuing an emerging technology, facing significant technical challenges and the\npotential that it may not achieve commercialization or market acceptance; Pasqal’s financial performance and limited operating history;\nPasqal’s expectations regarding future financial performance, capital requirements and unit economics; Pasqal’s use and reporting\nof business and operational metrics; Pasqal’s competitive landscape; Pasqal’s dependence on members of its senior management\nand its ability to attract and retain qualified personnel; Pasqal’s potential need for additional future financing prior to or after\nthe business combination as a combined company; Pasqal’s concentration of revenue in contracts with government or state-funded entities;\nPasqal’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products,\nservices or technologies; Pasqal’s reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect\nand defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations;\nthe use, rate of adoption and regulation of artificial intelligence and machine learning; and other risks that will be detailed from time\nto time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Pasqal and Bleichroeder\npresently do not know or that Pasqal and Bleichroeder currently believe are immaterial that could also cause actual results to differ\nfrom those contained in forward-looking statements. In addition, forward-looking statements provide Pasqal’s and/or Bleichroeder’s\nexpectations, plans and forecasts of future events and views as of the date of this communication. Pasqal and Bleichroeder anticipate\nthat subsequent events and developments will cause their assessments to change. However, while Pasqal and/or Bleichroeder may elect to\nupdate these forward-looking statements in the future, Pasqal and Bleichroeder specifically disclaim any obligation to do so. These forward-looking\nstatements should not be relied upon as representing Pasqal’s or Bleichroeder’s assessments as of any date subsequent to the\ndate of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should\nbe regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such\nforward-looking statements will be achieved.\n\n \n\nAn investment in Bleichroeder\nis not an investment in any of its founders’ or sponsors’ past investments, companies or affiliated funds. The historical\nresults of those investments are not indicative of future performance of Bleichroeder, which may differ materially. \n\n \n\n2\n\n \n\n**Additional Information and Where to Find It**\n\n \n\nThe business combination will\nbe submitted to shareholders of Bleichroeder for their consideration. In connection with the business combination, Bleichroeder, Bleichroeder\nAcquisition France Merger Sub 2, a *société anonyme*formed under the laws of the Republic of France and Pasqal have\njointly filed a registration statement on Form F-4 (the “**Registration Statemen**t”) with the SEC, which includes a proxy\nstatement/prospectus and certain other related documents, which will serve as both the proxy statement/prospectus to be distributed to\nits shareholders in connection with its solicitation for proxies for the vote by its shareholders in connection with the business combination\nand other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities\nto be issued to Pasqal’s shareholders in connection with the completion of the business combination. After the Registration Statement\nis declared effective, Bleichroeder will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders\nas of the record date established for voting on the business combination. This communication is not a substitute for the Registration\nStatement, the definitive proxy statement/prospectus or any other document that Bleichroeder will send to its shareholders in connection\nwith the business combination.\n\n \n\nBEFORE MAKING ANY INVESTMENT\nOR VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS\nAND ANY OTHER RELEVANT DOCUMENTS AND, IN EACH CASE, ANY AMENDMENTS THERETO FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN\nTHEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES\nTO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and\nother documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available)\nwill be mailed to shareholders of Bleichroeder as of a record date to be established for voting on the business combination. Shareholders\nof Bleichroeder will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s\nwebsite at www.sec.gov.\n\n \n\n**Participants in the Solicitation**\n\n \n\nBleichroeder and its directors,\nexecutive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation\nof proxies from Bleichroeder’s shareholders with respect to the business combination. A list of the names of those directors and\nexecutive officers and a description of their interests in Bleichroeder and the business combination is contained in the sections entitled\n“Directors, Executive Officers and Corporate Governance,” “Security Ownership of Certain Beneficial Owners and Management\nand Related Stockholder Matters,” and “Certain Relationships and Related Transactions, and Director Independence” of\nthe 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,\n2026, and each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests\nof participants in the proxy solicitation and their direct and indirect interests will be contained in the Registration Statement and\nthe proxy statement/prospectus when they become available.\n\n \n\nPasqal, its directors, executive\nofficers, other members of management, employees and consultants, under SEC rules, may be deemed participants in the solicitation of proxies\nof Bleichroeder’s shareholders in connection with the business combination. A list of the names of such directors and executive\nofficers and information regarding their interests in the business combination will be included in the Registration Statement and the\nproxy statement/prospectus when they become available.\n\n \n\n3\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication is for\ninformational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities,\nnor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation\nof any vote in any jurisdiction pursuant to the business combination or otherwise. This communication is not, and under no circumstances\nis to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or\nany other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of\nthe Securities Act or exemptions therefrom. No securities commission or securities regulatory authority in the United States or any other\njurisdiction has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication."}