Bleichroeder and Pasqal amend merger deal, boost PIPE to $250M, file F-4

Bleichroeder Acquisition Corp. II

Amendment assigns merger sub to New Merger Sub; updates transaction structure and definitions.
PIPE subscription price raised by $50M to $250M for $312.5M principal of convertible bonds and warrants.
Investor presentation shows Pasqal has 10 QPUs (7 installed), 1,024 qubits, ~€66M booked/awarded business.
Pasqal roadmap targets 10,000+ physical qubits and 200+ logical qubits with 99.9999% fidelity in 2029.
F-4 registration statement filed for shareholder vote on the business combination.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bleichroeder Acquisition Corp. II amended SPA Amendment with Inflection Point Asset Management LLC valued at $250.0 million (effective 2026-05-23).

Action: amendment
Agreement: equity purchase
Counterparty: Inflection Point Asset Management LLC
Value: $250.0 million
Effective: 2026-05-23

Exact text from the filing

On May 23, 2026, Parent, Parent Merger Sub, Inflection Point Asset Management LLC (“ Inflection Point ”) and an accredited investor advised by Inflection Point (the “ New Purchaser ”), entered into Amendment No. 1 (the “ SPA Amendment ”) to that certain Securities Purchase Agreement, dated as of March 4, 2026 (the “ SPA ”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Bleichroeder Acquisition Corp. II amended Amendment and Assignment Agreement with Pasqal Holding SAS (effective 2026-05-26).

Action: amendment
Agreement: merger
Counterparty: Pasqal Holding SAS
Effective: 2026-05-26

Exact text from the filing

On May 26, 2026, Parent, Parent Merger Sub, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“ New Merger Sub ”), and Pasqal entered into Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement (the “ Amendment and Assignment Agreement ”).

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Bleichroeder Acquisition Corp. II filing history →

Source: SEC EDGAR

accession 0001213900-26-061043

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