Blank ChecksIFRS · EUR

Bleichroeder Acquisition Corp. II

Bleichroeder Acquisition Corp. II is a U.S.-based blank check company formed to complete a merger, share exchange, asset acquisition, or similar business combination with one or more operating businesses. Its structure is that of a special purpose acquisition company, with cash raised in an initial public offering and private placement securities held for a future acquisition transaction.

Business

Share of revenue
SPAC formation and capital raising100 %

Public units, shares, and warrants issued to fund a future acquisition.

Business combination execution0 %

Merger, share exchange, and related transaction structuring for a target company.

Sponsor and investor agreements0 %

Support, lock-up, voting, and registration rights arrangements tied to the deal.

Customers

The company does not sell products to end customers in the ordinary course; instead, its counterparties are public investors, the sponsor, and the target business in a proposed combination. Its capital structure is designed to bring a private operating company into the public markets through a negotiated transaction. The relevant 'customers' are therefore investors providing capital and the acquisition target seeking a public listing path.

Public market investors

Buy SPAC units, shares, and warrants for exposure to a future deal and optionality.

Sponsor and affiliated investors

Provide sponsor capital and governance support to execute the business combination.

Acquisition target

The operating company that merges into the SPAC structure to become public.

Private placement investors

Supply additional capital through private securities linked to the transaction.

Strategy

The company’s strategy is to complete an initial business combination using IPO proceeds, private placement proceeds, and potentially additional financing. It has disclosed a focus on disruptive growth sectors and a specific proposed combination with Pasqal, while retaining the ability to pursue another target if needed. The strategy depends on securing shareholder approvals, satisfying closing conditions, and aligning sponsor and investor interests around the transaction.

Close the proposed business combinationShort term

The SPAC exists to merge with an operating business and create a public company.

Maintain flexibility if the current deal failsShort term

A SPAC must preserve the ability to pursue an alternative target if the signed deal terminates.

Align stakeholders around closingShort term

Voting support, transfer restrictions, and redemption limits help reduce deal execution risk.

Geography

Bleichroeder Acquisition Corp. II is incorporated in the Cayman Islands and operates as a U.S.-listed acquisition vehicle. The company’s transaction focus is global in nature because it can pursue targets in any business or industry, although the disclosed Pasqal transaction is cross-border and involves a French operating business.

Risks

The main risk is transaction failure: if the proposed business combination does not close, the company may need to find another target or liquidate. As a SPAC, it also faces redemption risk, financing risk, and dilution from warrants and transaction-related securities, while cross-border merger execution adds legal and regulatory complexity.

Sorted by severity
Failure to complete the initial business combinationHigh

The company is formed solely to consummate a merger or similar transaction.

Exposure: Could force liquidation or a new acquisition process

Redemptions by public shareholdersHigh

Investors may redeem shares rather than remain in the combined company.

Exposure: Reduces cash available to fund the target transaction

Dilution from warrants and sponsor securitiesMedium

Public warrants, private placement warrants, and founder securities can expand share count.

Exposure: Impacts per-share economics after closing

Cross-border legal and regulatory execution riskMedium

The disclosed transaction involves a French merger structure and multiple approvals.

Exposure: Can delay or prevent closing

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Accounting

Judgemental items
Fair value of warrants

Public warrants were valued using a third-party expert and can create earnings volatility.

Impact: Affects reported liabilities and periodic fair value gains or losses

Deferred underwriting discount

A portion of underwriting fees is payable only if the business combination closes.

Impact: Creates a contingent obligation tied to transaction completion

Trust account and redemption accounting

IPO proceeds are held in trust and are central to the SPAC structure.

Impact: Determines liquidity available for the merger and redemption analysis

Publicly listed companies with a comparable business focus.

Last updated: 11/08/2026