Item 5. Other Information
Item 5. Other Information
None
32
Item 6. Exhibits
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description of Exhibit
2.1†**
Business Combination Agreement, dated as of February 28, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France and Pasqal Holding SAS (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
4.1
Form of Terms and Conditions of the Senior Unsecured Convertible Bonds (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
4.2
Form of Terms and Conditions of the Investment Warrants (incorporated by reference to Exhibit 4.2 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
10.1
Sponsor Support Agreement, dated February 28, 2026, by and among Bleichroeder Sponsor 1 LLC, Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France and Pasqal Holding SAS (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
10.2
Company Support Agreement, dated February 28, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France, Pasqal Holding SAS, and certain shareholders named therein (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
10.3†**
Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
10.4
Form of Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
10.5†**
Securities Purchase Agreement, dated March 4, 2026, by and among Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition 2 France, and the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K filed with the Commission on March 5, 2026).
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
Inline XBRL Instance
Document
101.SCH*
Inline XBRL Taxonomy
Extension Schema Document
101.CAL*
Inline XBRL Taxonomy
Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy
Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy
Extension Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy
Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101)
†
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
*
Filed herewith.
**
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
33
SIGNATURES
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 thereunto
duly authorized.
BLEICHROEDER ACQUISITION CORP. II
Date: May 7, 2026
By:
/s/ Marcello Padula
Name:
Marcello Padula
Title:
Chief Executive Officer and Chief Operating Officer
(Principal Executive Officer)
Date: May 7, 2026
By:
/s/ Robert Folino
Name:
Robert Folino
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.