Form 8-K

8-K — Bleichroeder Acquisition Corp. II

Accession: 0001213900-26-091898

Filed: 2026-08-20

Period: 2026-08-20

CIK: 0002088295

SIC: 6770 (BLANK CHECKS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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):

August 20, 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

8.01. Other Events.

On August 20, 2026, Bleichroeder Acquisition Corp.

II, a Cayman Islands exempted company (the “Company”), issued a joint press release with Pasqal Holding SAS announcing

a reminder that the Company will host the extraordinary general meeting of its shareholders on August 25, 2026 (the “Meeting”),

to vote on the approval and adoption of the business combination with Pasqal Holding SAS. The Company’s shareholders of record as

of the close of business on August 5, 2026, are entitled to attend and vote at the Meeting.

A copy of the press release is attached as Exhibit

99.1 to this Current Report on Form 8-K.

The disclosure under Item 8.01, including Exhibit

99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated

by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in

such filing.

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.

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 U.S. Securities and Exchange Commission (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.

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 jointly filed the

Registration Statement with the SEC, which was declared effective by the SEC on August 5, 2026, and which includes a definitive proxy

statement/prospectus, and any corresponding supplements filed with the SEC. The definitive proxy statement/prospectus, including any supplements

thereto, and certain other related documents have been mailed to Bleichroeder shareholders as of August 4, 2026, the record date established

for voting on the proposed transaction, in connection with Bleichroeder’s solicitation for proxies for the vote by Bleichroeder’s

shareholders in connection with the Business Combination and other matters 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. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus,

including any supplements thereto, or any other document that Bleichroeder has sent 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. Shareholders of Bleichroeder will be able to obtain copies of these documents (when available) and other documents

filed with the SEC free of charge 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, including

any supplements thereto, 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,

including any supplements thereto, when they become available.

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

99.1

Press Release dated August 20, 2026.

104

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

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: August 20, 2026

By:

/s/ Robert Folino

Name:

Robert Folino

Title:

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED AUGUST 20, 2026

EX-99.1

Filename: ea030283001ex99-1.htm · Sequence: 2

Exhibit 99.1

Pasqal and Bleichroeder Acquisition Corp. II

to Hold Shareholder Vote on August 25th

PARIS & NEW YORK, Aug. X, 2026 -- Bleichroeder Acquisition

Corp. II (Nasdaq: BBCQ) (“Bleichroeder”) will hold a shareholder vote on August 25, 2026 to consider the proposed business combination

with Pasqal Holding SAS (“Pasqal”), a global leader in neutral-atom quantum computing. The companies continue to advance toward

completion of the previously announced transaction following the SEC’s declaration of effectiveness of the parties’ joint registration

statement on Form F-4.

Bleichroeder shareholders will be asked to approve the proposed business

combination and related matters during Bleichroeder’s extraordinary general meeting on August 25, 2026. Bleichroeder shareholders

of record are encouraged to review the proxy materials and submit their voting instructions as soon as possible. The proposed business

combination remains subject to approval by Bleichroeder shareholders and other customary closing conditions.

About Pasqal

Pasqal is a global leader in delivering practical quantum computing

at scale utilizing neutral atom technology and dedicated software for industry, science, and governments. Since its founding in 2019,

Pasqal has leveraged Nobel Prize winning research to build high-performance quantum systems and cloud-ready software designed to address

complex challenges in optimization, simulation, and artificial intelligence.

Headquartered in France, Pasqal employs approximately 300 people and

serves over 25 clients and partners, including Saudi Aramco, LG Electronics, Crédit Agricole CIB, CMA CGM, OVHcloud, Thales, IBM

(Pasqal is part of the IBM Quantum Network), and Sumitomo.

Backed by more than USD 300 million in total funding from leading international

investors, Pasqal is pursuing a listing on Nasdaq in partnership with Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) and is accelerating

the adoption of scalable, high-performance quantum computing worldwide.

About Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) is a special purpose

acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,

or similar business combination with one or more businesses.

Forward-Looking Statements

Certain statements herein may be considered “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange

Act of 1934, as amended. 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 similar terminology or expressions that predict or indicate future events or trends. These

forward-looking statements include, but are not limited to, statements regarding future events and the proposed business combination between

Bleichroeder Acquisition Corp. II (“Bleichroeder”) and Pasqal Holding SAS (“Pasqal”).

These statements are based on current expectations and are not predictions

of actual performance. They are provided for illustrative purposes only and must not be relied on as a guarantee, prediction or definitive

statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and are beyond the control of

Bleichroeder and Pasqal. These statements are subject to 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; the inability

of the parties to consummate the business combination; failure to realize the anticipated benefits of the business combination; the risk

that the business combination disrupts Pasqal’s current plans and operations; 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

reliance on strategic partners and other third parties; Pasqal’s ability to maintain, protect and defend its intellectual property

rights; and other risks that will be detailed from time to time in filings with the U.S. Securities and Exchange Commission (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 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. 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.

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 and Pasqal

jointly filed a registration statement on Form F-4 with the SEC, which was declared effective by the SEC on August 5, 2026 (as subsequently

amended, the “Registration Statement”), and which includes a definitive proxy statement/prospectus. The definitive proxy statement/prospectus

and certain other related documents have been mailed to Bleichroeder shareholders as of August 4, 2026, the record date established for

voting on the proposed transaction, in connection with Bleichroeder’s solicitation for proxies for the vote by Bleichroeder’s

shareholders in connection with the business combination and other matters 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. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus

or any other document that Bleichroeder has sent to its shareholders in connection with the business combination.

BEFORE MAKING ANY INVESTMENT OR VOTING DECISION, INVESTORS AND SECURITY

HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS AND, IN

EACH CASE, ANY AMENDMENTS THERETO, FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION, RELATED TRANSACTIONS AND THE PARTIES TO THE BUSINESS COMBINATION. Shareholders

of Bleichroeder may obtain copies of these documents (when available) and other documents filed with the SEC free of charge at www.sec.gov.

Participants in the Solicitation

Bleichroeder, Pasqal and certain of their respective directors, executive

officers, and other members of management, employees 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 Bleichroeder’s

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, each of which is available free of charge at the SEC’s website at www.sec.gov. Information regarding

the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Bleichroeder’s shareholders with

respect to the business combination, and their direct and indirect interests, is included in the Registration Statement and the proxy

statement/prospectus.

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. No offer of securities shall be made except by means of a prospectus meeting the requirements

of Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom. No securities commission or securities regulatory authority

has in any way passed upon the merits of the business combination or the accuracy or adequacy of this communication.

Contacts

Investors

investors@pasqal.com

Media

pr@pasqal.com

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

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