{"filing":{"accession_number":"0001213900-26-094397","cik":"0002088295","ticker":"BBCQU","company_name":"Bleichroeder Acquisition Corp. II","form":"8-K","filing_date":"2026-08-27","report_date":"2026-08-27","primary_document":"ea0303688-8k_bleich2.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2088295/000121390026094397/ea0303688-8k_bleich2.htm"},"events":[{"id":30061,"run_id":27552,"accession_number":"0001213900-26-094397","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"summary":"Bleichroeder Acquisition Corp. II completed its business combination with Pasqal Holding SA on August 27, 2026, with Pasqal as the surviving company now trading on Nasdaq under ticker 'PSQL' with approximately $360 million in cash at closing. The transaction was approved by shareholders on August 25, 2026, and represents a material change of control and merger that transforms Pasqal from a private company to a publicly traded entity.","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32560,"accession_number":"0001213900-26-094397","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SA, with the surviving company continuing as Pasqal Holding SA trading on Nasdaq under ticker \"PSQL.\" While Item 1.02 technically addresses termination of agreements, the substance of the disclosure centers on the consummation of the material acquisition/merger, with the agreement terminations being ancillary consequences of the business combination closing. The press release confirms shareholder approval on August 25, 2026, and the transaction provides approximately $360 million in cash to the combined entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32561,"accession_number":"0001213900-26-094397","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a business combination between Pasqal Holding SA and Bleichroeder Acquisition Corp. II, a SPAC. The press release explicitly states \"the successful completion of their previously announced business combination\" and describes the merger structure, resulting in Pasqal becoming a publicly traded company on Nasdaq under ticker \"PSQL\" with approximately $360 million in cash at closing. This is a material change-of-control transaction that fundamentally transforms the registrant's status from a private company to a public entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32563,"accession_number":"0001213900-26-094397","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between Pasqal Holding SA and Bleichroeder Acquisition Corp. II, with Pasqal as the surviving company now trading on Nasdaq under ticker \"PSQL.\" The press release confirms shareholder approval on August 25, 2026, and closing with approximately $360 million in cash available. This is a material change of control and merger transaction that fundamentally alters the registrant's structure and capital position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32564,"accession_number":"0001213900-26-094397","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a business combination between Bleichroeder Acquisition Corp. II (a SPAC) and Pasqal Holding SA, resulting in a change of control. The Item 5.01 explicitly states \"As a result of the consummation of the Business Combination, a change in control of Bleichroeder occurred,\" with Bleichroeder merging into Parent Merger Sub and Pasqal thereafter merging into the surviving corporation. The press release confirms the transaction closed on August 27, 2026, with Pasqal shares beginning trading on Nasdaq under ticker \"PSQL\" on August 28, 2026, and approximately $360 million in cash available at closing. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""},{"id":32565,"accession_number":"0001213900-26-094397","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the consummation of a business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SA, effective upon the Reincorporation Merger. While the Item nominally addresses director and officer resignations, the substantive event is the completion of the merger and change of control, with Pasqal becoming the surviving public company trading on Nasdaq under ticker \"PSQL\" with approximately $360 million in cash. The resignations are merely incidental to the merger's consummation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":30062,"run_id":27552,"accession_number":"0001213900-26-094397","anchor_item_number":"3.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Bleichroeder Acquisition Corp. II notified Nasdaq of the consummation of its business combination and requested suspension of trading in its units, Class A ordinary shares, and redeemable warrants, with planned filing of Form 25 for delisting and Form 15 for deregistration under the Exchange Act. This is an orderly delisting of Bleichroeder's securities in connection with the SPAC merger completion, with Pasqal's new Nasdaq listing replacing it.","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27","form":"8-K","submitted_at":null,"items":[{"id":32562,"accession_number":"0001213900-26-094397","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Bleichroeder Acquisition Corp. II notified Nasdaq of the consummation of its business combination with Pasqal and requested suspension of trading in its units, Class A ordinary shares, and redeemable warrants, with filing of a Form 25 notification for delisting and deregistration under Section 12(b) of the Exchange Act. The company intends to file a Form 15 to deregister under Section 12(g) and suspend reporting obligations. This is a planned, orderly delisting in connection with the SPAC merger completion, where Bleichroeder's securities cease trading and are replaced by Pasqal's new Nasdaq listing under ticker \"PSQL.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":32560,"accession_number":"0001213900-26-094397","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SA, with the surviving company continuing as Pasqal Holding SA trading on Nasdaq under ticker \"PSQL.\" While Item 1.02 technically addresses termination of agreements, the substance of the disclosure centers on the consummation of the material acquisition/merger, with the agreement terminations being ancillary consequences of the business combination closing. The press release confirms shareholder approval on August 25, 2026, and the transaction provides approximately $360 million in cash to the combined entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"},{"id":32561,"accession_number":"0001213900-26-094397","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"The filing discloses the completion of a business combination between Pasqal Holding SA and Bleichroeder Acquisition Corp. II, a SPAC. The press release explicitly states \"the successful completion of their previously announced business combination\" and describes the merger structure, resulting in Pasqal becoming a publicly traded company on Nasdaq under ticker \"PSQL\" with approximately $360 million in cash at closing. This is a material change-of-control transaction that fundamentally transforms the registrant's status from a private company to a public entity.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"},{"id":32562,"accession_number":"0001213900-26-094397","item_number":"3.01","item_title":"Notice of Delisting or Failure to Satisfy a Continued","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"Bleichroeder Acquisition Corp. II notified Nasdaq of the consummation of its business combination with Pasqal and requested suspension of trading in its units, Class A ordinary shares, and redeemable warrants, with filing of a Form 25 notification for delisting and deregistration under Section 12(b) of the Exchange Act. The company intends to file a Form 15 to deregister under Section 12(g) and suspend reporting obligations. This is a planned, orderly delisting in connection with the SPAC merger completion, where Bleichroeder's securities cease trading and are replaced by Pasqal's new Nasdaq listing under ticker \"PSQL.\"","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"},{"id":32563,"accession_number":"0001213900-26-094397","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a business combination between Pasqal Holding SA and Bleichroeder Acquisition Corp. II, with Pasqal as the surviving company now trading on Nasdaq under ticker \"PSQL.\" The press release confirms shareholder approval on August 25, 2026, and closing with approximately $360 million in cash available. This is a material change of control and merger transaction that fundamentally alters the registrant's structure and capital position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"},{"id":32564,"accession_number":"0001213900-26-094397","item_number":"5.01","item_title":"Changes in Control of Registrant.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"The filing discloses the completion of a business combination between Bleichroeder Acquisition Corp. II (a SPAC) and Pasqal Holding SA, resulting in a change of control. The Item 5.01 explicitly states \"As a result of the consummation of the Business Combination, a change in control of Bleichroeder occurred,\" with Bleichroeder merging into Parent Merger Sub and Pasqal thereafter merging into the surviving corporation. The press release confirms the transaction closed on August 27, 2026, with Pasqal shares beginning trading on Nasdaq under ticker \"PSQL\" on August 28, 2026, and approximately $360 million in cash available at closing. This is a material acquisition/change of control event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"},{"id":32565,"accession_number":"0001213900-26-094397","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The Item 5.02 disclosure centers on the consummation of a business combination between Bleichroeder Acquisition Corp. II and Pasqal Holding SA, effective upon the Reincorporation Merger. While the Item nominally addresses director and officer resignations, the substantive event is the completion of the merger and change of control, with Pasqal becoming the surviving public company trading on Nasdaq under ticker \"PSQL\" with approximately $360 million in cash. The resignations are merely incidental to the merger's consummation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-27T20:23:27.720595+00:00","company_name":"Bleichroeder Acquisition Corp. II","ticker":"BBCQU","filing_date":"2026-08-27"}]}
