Bleichroeder Acquisition Corp II

1. 1

   Business Combination Proposal

   ManagementBoard: FOR

   Approve the Agreement and Plan of Merger and related transactions implementing the business combination among Bleichroeder, Merger Sub and Legacy Pasqal, subject to other condition precedent proposals.

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   This proposal asks shareholders to approve the Agreement and Plan of Merger and the transactions implementing the Business Combination between Bleichroeder and Legacy Pasqal (via Merger Sub and related steps). Management seeks shareholder approval to permit the Reincorporation Merger (Cayman to France structure), the Merger with Legacy Pasqal and the issuance and conversion mechanics required to effect the combination and to satisfy Nasdaq and other regulatory requirements. The Board and Special Committee obtained and considered a fairness opinion from Newbridge Securities Corporation and performed financial and legal due diligence; the Board concluded the transaction is financially fair to public shareholders (excluding Sponsor) and in the company’s best interests. Approval is a condition precedent to closing and is tied to several interdependent votes (reincorporation, governing documents, incentive plans, share issuance); failure of these votes could prevent the transaction from closing or permit termination under the Business Combination Agreement. The transaction contemplates material financing (including the March 2026 Financing, senior unsecured convertible bonds and investment warrants) and a post-transaction capital structure that may be dilutive and could change control dynamics, which the Board discloses and for which it seeks shareholder authorization where required. There are potential conflicts of interest identified — Sponsor and certain officers/directors have economic interests that could affect recommendations — and shareholders should weigh these in their assessment. From a governance perspective, consummation includes a jurisdictional and governance shift (Cayman → France) with attendant changes to reporting regimes and corporate governance practices. The Board recommends FOR, arguing this combination positions the combined company (New Pasqal) for its strategic and financing needs while providing a fairness opinion and other analyses to support the recommendation.

2. 2

   Reincorporation Merger Proposal

   ManagementBoard: FOR

   Approve the Reincorporation Merger by special resolution to merge Bleichroeder into Merger Sub (a French entity) and effect related plan of merger steps required to change corporate form prior to the Merger.

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   The Reincorporation Merger proposal asks shareholders to approve a statutory reincorporation step that will merge Bleichroeder into a French Merger Sub so that the surviving entity (Bleichroeder Surviving Corporation) becomes a French société (New Pasqal after the Merger). Management requires this special resolution because it produces the corporate form and jurisdictional status necessary for the subsequent Merger with Legacy Pasqal and for New Pasqal’s intended governance and regulatory posture. The board argues the step is procedural but essential: it facilitates the legal mechanics of the transaction, enables compliance with French merger processes, and ensures the surviving corporation will be governed under the Proposed Governing Documents attached as annexes. Because this is a special resolution under the Cayman Islands rules, it requires a supermajority and is a condition precedent to closing; failure to approve would block the intended reorganization and could permit termination under the Business Combination Agreement. The proposal raises corporate-structure and shareholder-rights considerations — notably a change in domicile that will alter reporting obligations, applicable securities rules, and certain shareholder protections (e.g., differences between Cayman/US disclosure regimes and those applicable to a French listed company). The Board asserts the change reflects Pasqal’s operational footprint and is in shareholders’ interests; it also discloses potential conflicts and related-party economic incentives that influenced negotiations. From a transaction-risk perspective, this step alone does not alter economics but is a gating legal requirement; shareholders should weigh the governance and regulatory changes alongside the substantive business rationale for the overall combination.

3. 3

   Merger Proposal

   ManagementBoard: FOR

   Approve, by special resolution, the French Merger Agreement to merge Legacy Pasqal into the Bleichroeder Surviving Corporation such that New Pasqal succeeds to the businesses and becomes the surviving company.

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   This special-resolution proposal approves the French Merger Agreement that will effect the substantive combination with Legacy Pasqal and create New Pasqal as the surviving corporation. Approval is required under Cayman law (special resolution) and is conditional on the other Condition Precedent Proposals; as such it is a gating vote for the overall Business Combination. The Merger shifts Bleichroeder’s legal identity and assets into New Pasqal and brings Legacy Pasqal’s enterprise under the governance of New Pasqal’s proposed articles and board internal regulations; this has significant implications for reporting regimes (IFRS and French law), shareholder rights, and corporate governance. Management frames this vote as necessary to align corporate form with Pasqal’s operational footprint in France and asserts attendant benefits such as continuity of operations and regulatory appropriateness, while also noting the change will permit New Pasqal to adopt French corporate governance norms in lieu of certain U.S. practices. Economically, the Merger is intertwined with financing elements (exchange ratio, convertible bonds, warrants) and will affect equity dilution and control; the Board relied on a fairness opinion and diligence in reaching its recommendation. The proposal also contains ministerial delegations (execution, filings) to enable operational completion of the Merger; shareholders should note these delegations could permit directors to make non-material adjustments as required by French law. Given the complexity and cross-border aspects, shareholders should evaluate the Merger in the context of the entire transaction package, including financing commitments and disclosure about related-party interests.

4. 4

   Governing Documents Proposal

   ManagementBoard: FOR

   Approve adoption, by special resolution, of the Proposed Governing Documents (New Pasqal Articles of Association and Board Internal Regulations) to replace Bleichroeder’s Existing Governing Documents following the Merger.

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   This special-resolution asks shareholders to adopt the Proposed Governing Documents that will govern New Pasqal after the Merger; these documents replace Bleichroeder’s Existing Governing Documents to reflect the company’s French corporate form and operational needs. Management argues the amendments cover director appointment methods, removal, corporate name change, removal of blank-check-specific provisions, delegation of authority to increase/decrease authorized capital and to reduce par value for limited periods — mechanics intended to provide flexibility for capital management and to ensure BSPCE and other equity instruments remain exercisable. The vote is a gating condition precedent and carries significant governance implications: it alters shareholder voting rights, board appointment mechanics, and the default legal regime (French law), which may be materially different from previous Cayman/US rules. Although the adoption is presented as pro forma and administrative in some respects, the Proposed Governing Documents confer specific delegations (e.g., 26-month capital delegation, 12-month par value reduction), which may concentrate decision-making in the board for defined periods; shareholders should consider the tradeoff between operational flexibility and retained shareholder control. The Board recommends FOR, arguing the changes are necessary and appropriate given New Pasqal’s business and jurisdiction; however, the Board also discloses potential conflicts of interest and notes advisory votes on certain governance items (the Advisory Governing Documents Proposals) to obtain shareholder views. The adoption will also determine which statutory and regulatory frameworks the company will follow post-closing (IFRS reporting, French corporate law), with implications for disclosure frequency and governance standards. From a transactional standpoint, acceptance of these documents is required to finalize the legal structure of the combined company and to give effect to other transaction mechanics.

5. 5

   Advisory Governing Documents Proposals (5A–5F

   ManagementBoard: FOR

   Non-binding, advisory votes on six separate governance items within the Proposed Governing Documents: 5A director appointment method; 5B shareholder advance notice procedures; 5C corporate name change to Pasqal Holding SA; 5D removal of blank-check provisions; 5E delegation to increase/decrease authorized share capital (up to 26 months); 5F delegation to reduce par value (up to 12 months).

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   These advisory proposals ask shareholders to express non-binding views on key governance elements of the Proposed Governing Documents. Collectively they propose to align corporate governance with French statutory regimes and operational realities (e.g., director appointment and vacancy filling procedures), eliminate U.S.-style advance notice mechanics in favor of French shareholder agenda rights (which depend on minimum shareholding thresholds), and make administrative changes such as the corporate name change and removal of blank-check provisions. Of particular consequence are the time-limited delegations to the New Pasqal Board to (i) increase or decrease authorized capital for up to 26 months and (ii) reduce par value for up to 12 months — delegations designed to provide capital structure flexibility and to preserve the exercisability of BSPCEs post-transaction, but which also centralize certain capital decisions in the board for defined periods. Because these votes are advisory, they do not bind the Board but provide a shareholder signal; the company notes the Business Combination will not be conditioned on the advisory outcomes. Shareholders should therefore view these votes as governance guidance — signaling preferences on director selection mechanics, shareholder proposal access, and capital flexibility — and weigh them against the structural and jurisdictional changes inherent in the transaction. The Board recommends FOR these advisory items, asserting the changes are appropriate for a French operating company, but also discloses potential conflicts of interest and invites shareholder scrutiny.

6. 6

   Director Election Proposal

   ManagementBoard: FOR

   Elect nine individuals to serve as directors of New Pasqal following the Closing (list of nominees provided) by ordinary resolution, conditional on approval of other condition precedent proposals.

7. 7

   Incentive Plan Proposals (RSU, BSPCE, Stock Option, Warrant Delegation

   ManagementBoard: FOR

   Approve, by four separate ordinary resolutions, the adoption of the RSU Incentive Plan (7A), the BSPCE Incentive Plan (7B), the Stock Option Incentive Plan (7C), and the Warrant Delegation (7D), and reserve a global equity pool up to 10% of fully diluted post-closing shares.

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   These four linked proposals seek shareholder approval for New Pasqal’s post-closing equity incentive framework: restricted stock units (RSUs), BSPCEs (French tax-favored founder warrants), a stock option program, and a separate warrant-delegation mechanism for grants not otherwise eligible. Management advances these plans to create a unified long-term incentive structure to attract, retain and motivate employees, executives and certain consultants in the combined company and to satisfy Nasdaq and tax compliance requirements. The plans are interrelated and combined under a global cap equal to 10% of fully diluted post-closing ordinary shares; this cap is material for modeling dilution and future governance. Approval is a condition precedent to closing; if not approved, those instruments would not be available post-closing as contemplated and could complicate retention and compensation arrangements for Legacy Pasqal employees and executives. The BSPCE plan, in particular, is designed to fit within French tax and securities frameworks and preserve exercisability post-transaction (hence the related delegations in the Proposed Governing Documents). The Board notes potential conflicts and discloses that sponsor and insiders intend to vote their holdings in favor; independent shareholders should assess potential dilution, plan design features (vesting, exercise prices, transfer restrictions), and tax consequences. From a governance standpoint, the plans and warrant delegation centralize grant authority in the board, which can streamline compensation decisions but also gives management discretion over future equity issuance. Overall, management frames these plans as necessary to support the combined company’s human capital strategy during integration and growth.

8. 8

   Share Issuance Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, for Nasdaq compliance, the issuance or potential issuance of senior unsecured convertible bonds, investment warrants, New Pasqal Ordinary Shares to Legacy Pasqal shareholders in the Business Combination, and shares issuable upon conversion/exercise of those instruments.

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   This proposal seeks ex ante shareholder approval to issue securities that, in the aggregate, may exceed NASDAQ thresholds that trigger shareholder approval requirements — specifically senior unsecured convertible bonds, investment warrants (equal to 125% of shares into which bonds convert), consideration shares to Legacy Pasqal shareholders, and shares issuable on conversion/exercise of those instruments. Management seeks this authorization to ensure compliance with Nasdaq Listing Rule 5635 and to allow the financing package underpinning the Business Combination to be issued without triggering future procedural barriers. The proposed issuance could be economically significant and dilutive: the combined issuance plus convertible conversions and warrant exercises could materially increase share count and shift voting power; the proposal notes this risk and frames approval as necessary to secure committed financing (the March 2026 Financing and related instruments). The Board recommends FOR given the transaction financing structure and the strategic need for capital to support post-closing operations and growth, but discloses that the issuance may effect control and will have dilution impacts; independent shareholders should consider the pricing, conversion terms, anti-dilution features, investor protections, and the potential for a change of control as part of their evaluation. Regulatory and listing compliance are central to the rationale — without this approval the company could fail Nasdaq requirements or be unable to consummate the financing package as structured.

9. 9

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize, by ordinary resolution, the chairman to adjourn the extraordinary general meeting to later date(s) if necessary or convenient to solicit additional proxies or permit required supplements/amendments to the proxy statement/prospectus.

   More detail

   The Adjournment Proposal is a procedural measure granting the chairman discretion to adjourn the meeting to a later date to allow for additional solicitation of proxies or to permit required amendments/supplements to the proxy materials if conditions change or if additional time is needed to obtain approvals. This authorization is standard in complex transactions where multiple interdependent votes are required and where a quorum or sufficient affirmative votes may not be present at the scheduled meeting. The Board argues the adjournment authority protects shareholder value by allowing more complete information distribution and additional shareholder engagement rather than forcing a rushed vote that could block the transaction for procedural reasons. An adjournment may give parties time to cure vote shortfalls or to allow for satisfaction or waiver of the closing conditions; conversely, it may prolong uncertainty for public shareholders. The Board recommends FOR as a means to facilitate a deliberate proxy solicitation process and to avoid immediate failure of Condition Precedent Proposals due to timing or information issues. Shareholders should note that adjournment does not alter the substance of proposals but affects timeline and potential liquidity events tied to closing.

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When is the Bleichroeder Acquisition Corp II 2026 special meeting?

Bleichroeder Acquisition Corp II (BBCQ) holds its 2026 special shareholder meeting on Tuesday, August 25, 2026.

What is the record date for the Bleichroeder Acquisition Corp II 2026 meeting?

The record date for the Bleichroeder Acquisition Corp II 2026 meeting is Tuesday, August 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bleichroeder Acquisition Corp II's 2026 meeting?

The board is presenting 9 director nominees at the Bleichroeder Acquisition Corp II 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bleichroeder Acquisition Corp II 2026 meeting?

Shareholders will vote on 9 proposals at the Bleichroeder Acquisition Corp II 2026 meeting, each tagged with who proposed it and the board's recommendation.