Bleichroeder Acquisition Corp. II filed a current report on August 6, 2026, disclosing that the SEC declared effective on August 5, 2026 the Form F-4 registration statement related to its proposed business combination with Pasqal Holding SAS, a French quantum computing company.

Key Highlights

  • SEC Effectiveness: The registration statement on Form F-4 (File No. 333-296239) was declared effective by the SEC on August 5, 2026.
  • Target Company: The proposed business combination involves Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France.
  • Merger Agreement History: The original Agreement and Plan of Merger was signed February 28, 2026, and has since been amended three times, most recently on July 22, 2026.
  • Registration Statement Filing Date: The Form F-4 was originally filed with the SEC on May 26, 2026.
  • Combined Document: The registration statement contains both a proxy statement of Bleichroeder and a prospectus of Parent Merger Sub in connection with the proposed business combination.
  • Listing: Bleichroeder's Class A ordinary shares trade on The Nasdaq Stock Market LLC under the symbol BBCQ.

Bleichroeder and Pasqal Move Closer to Completing Their Proposed Combination

According to the filing, Bleichroeder Acquisition Corp. II and Pasqal Holding SAS jointly announced on August 6, 2026 that the SEC had declared effective the registration statement on Form F-4 (File No. 333-296239) on August 5, 2026. The registration statement, originally filed on May 26, 2026, contains a proxy statement of Bleichroeder and a prospectus of Bleichroeder Acquisition France Merger Sub 2, which the filing identifies as "Parent Merger Sub," a société anonyme formed under the laws of France.

The filing traces the transaction's development through four governing documents. The original Agreement and Plan of Merger was entered into on February 28, 2026, among Bleichroeder, its wholly owned French subsidiary Bleichroeder Acquisition 2 France (a société par actions simplifiée), and Pasqal. Amendment No. 1, dated May 26, 2026, also introduced an Assignment and Assumption Agreement and added Parent Merger Sub as a party. Amendment No. 2 followed on June 25, 2026, and Amendment No. 3 was executed on July 22, 2026. Together these form what the filing calls the "Business Combination Agreement."

The filing notes that the registration statement "provides important information about Bleichroeder, Parent Merger Sub, Pasqal and the Business Combination." The filing also discloses that among the risks cited in the registration statement are Pasqal's "concentration of revenue in contracts with government or state-funded entities," its "limited operating history," and the risk that Pasqal is "pursuing an emerging technology, facing significant technical challenges." The filing further states that the parties are seeking a potential dual listing on Euronext N.V. Paris following the business combination, in addition to maintaining a listing on a U.S. national securities exchange. The filing was submitted as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

Bleichroeder Acquisition Corp. II reported that the SEC declared effective on August 5, 2026 its Form F-4 registration statement covering the proposed business combination with Pasqal Holding SAS, with the combined proxy statement and prospectus now available to shareholders.