Analysis: the listing survived, most of the cash did not

A SPAC exists to deliver two things to its target: a listing and a pool of cash. Pasqal got the first in full and a small fraction of the second. Holders of 26,039,602 of the 28,750,000 public Class A shares redeemed, at a carrying value of $10.17 per share as at June 30, 2026, against a trust that held $292,280,120. What reached the balance sheet of the combined company from the trust is the residue, and the filings covering the vote and the closing do not state that figure.

That outcome is common enough in 2026 SPAC completions that it should not be read as a verdict on Pasqal specifically. The instrument’s economics encourage it: a public shareholder who bought units at $10.00 can redeem at the trust value regardless of the merger’s merits and keep the warrants, which cost nothing to hold. The deemed $10.00 per share used to set the exchange ratio is a valuation input, not a market price, so the ownership split between Pasqal holders and the surviving public float was fixed independently of how many people redeemed.

Two consequences follow, and both are visible in the documents rather than inferred. The first is float. With the overwhelming majority of public shares redeemed and lock-up agreements binding the sponsor and Pasqal securityholders, the freely tradable share count at listing is small relative to the company’s implied value. The second is that Pasqal’s stated funding position, more than USD 300 million raised privately, is now the more relevant number than anything the trust delivered.

The vote tabulation carries its own signal. Of 24,086,739 shares present, 2,616,196 voted against while 26,039,602 shares redeemed. Redemption and opposition are not the same act: a holder can vote for a deal and still take the cash, and on these numbers most of them did. Reading the approval margin as shareholder enthusiasm would misread the instrument.

For anyone following the listed company that now exists, the documents to watch are the first report from Pasqal Holding SA showing cash on hand after the closing and after transaction expenses, the registration statement covering resale of shares held under the amended registration rights agreement, and the expiry schedule of the lock-up agreements, since those three items together determine when the small initial float stops being small.

What the documents say

Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) told shareholders on August 20, 2026 that it would hold an extraordinary general meeting five days later to vote on its business combination with Pasqal Holding SAS, the French neutral-atom quantum computing company. The meeting went ahead on August 25, 2026, every proposal passed, and the deal closed on August 27, 2026 with Pasqal listing on Nasdaq under the symbols PSQL and PSQLW.

The vote was never the uncertain part. The redemption figure was, and it is the number that defines what Pasqal actually received.

The vote

As of the August 4, 2026 record date there were 38,333,333 ordinary shares outstanding: 28,750,000 Class A shares and 9,583,333 Class B shares, each of $0.0001 par value. Holders of 24,086,739 shares, or 62.83%, attended in person or by proxy, which formed a quorum.

The business combination proposal passed with 21,467,865 votes for, 2,616,196 against and 2,788 abstentions, with no broker non-votes. The reincorporation merger proposal and the merger proposal recorded identical tabulations. The sponsor and founders held the 9,583,333 Class B shares, so the arithmetic of approval was settled before any public shareholder voted.

The vote followed the SEC’s declaration of effectiveness, on August 5, 2026, of the joint registration statement on Form F-4, file number 333-296239. The underlying agreement dates to February 28, 2026 and had been amended three times, on May 26, 2026, June 25, 2026 and July 22, 2026.

What was redeemed

Public shareholders holding 26,039,602 Class A ordinary shares validly elected to redeem their shares on closing, out of 28,750,000 Class A shares outstanding.

The trust those redemptions drew on is documented in the SPAC’s quarterly report. Bleichroeder completed its initial public offering on January 9, 2026, selling 28,750,000 units at $10.00 each, including full exercise of the underwriters’ over-allotment of 3,750,000 units, for gross proceeds of $287,500,000. Each unit comprised one Class A share and one-third of a redeemable warrant exercisable at $11.50. The same amount, $287,500,000, or $10.00 per unit, went into a trust account with Continental Stock Transfer and Trust Company, invested in US government treasury obligations with maturities of 185 days or less or in qualifying money market funds.

By June 30, 2026 the trust held $292,280,120, and the Class A shares subject to possible redemption were carried at a redemption value of $10.17 per share. Interest earned on trust investments was $2,564,397 in the quarter and $4,780,120 for the period since inception.

The mechanics of the closing

On August 27, 2026 the units detached, leaving holders with one Class A share and one-third of a warrant each. Bleichroeder then merged into a French parent merger subsidiary, and Pasqal merged into that surviving corporation by absorption. The survivor was renamed Pasqal Holding SA.

Each remaining Bleichroeder Class A and Class B share, excluding dissenting shares, treasury shares and shares validly redeemed, converted into one ordinary share of the surviving corporation, par value EUR 0.02. Each Bleichroeder warrant became a warrant over one new share. Pasqal shareholders exchanged their shares at a ratio calculated by reference to the relative values of Pasqal and the surviving corporation, based on a deemed value of $10.00 per share. Pasqal’s French law founder warrants were assumed and adjusted for the same ratio.

Bleichroeder asked Nasdaq to suspend trading in its units, Class A shares and warrants and to file a Form 25, and intends to file a Form 15 to suspend its reporting obligations. Its directors and officers resigned at the reincorporation merger effective time. The trust agreement and the original registration rights agreement terminated, replaced by an amended and restated registration rights agreement and by lock-up agreements between the new company, the sponsor and certain Pasqal securityholders.

What Pasqal brings

Pasqal was founded in 2019 and is headquartered in France. It builds neutral-atom quantum systems and software for industry, science and government use, and says it has leveraged Nobel Prize winning research. It employs approximately 300 people and serves over 25 clients and partners, naming Saudi Aramco, LG Electronics, Credit Agricole CIB, CMA CGM, OVHcloud, Thales, IBM and Sumitomo, and stating that it is part of the IBM Quantum Network. It says it is backed by more than USD 300 million in total funding.