Bleichroeder Acquisition Corp II-A美股招股说明书(2026-08-14版)

PROXY STATEMENT/PROSPECTUS SUPPLEMENT NO. 1(To theProxy Statement/Prospectusdated August5, 2026) PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETINGOF SHAREHOLDERS OFBLEICHROEDER ACQUISITION CORP.II PROSPECTUS FOR238,333,333 ORDINARY SHARES, 17,333,333 WARRANTS AND17,333,333 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTSOF BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2 1345 Avenue of the Americas, Fl 47NewYork, NewYork 10105(212)984-3835 Explanatory Note This proxy statement/prospectus supplement (this “Supplement”) supplements the proxy statement/prospectusdated August5, 2026 (this “Proxy Statement/Prospectus”) that was mailed by Bleichroeder AcquisitionCorp.II, a Cayman Islands exempted company (“Bleichroeder”), to its shareholders on or about August5,2026 in connection with the proposed business combination (the “Business Combination”)by and amongBleichroeder, Bleichroeder Acquisition France Merger Sub 2, a Frenchsociété anonymeand subsidiary ofBleichroeder (“Merger Sub”), and Pasqal Holding SAS, a Frenchsociété par actions simplifiée(the “LegacyPasqal”). Capitalized terms used but not defined herein have the meanings ascribed to them in the ProxyStatement/Prospectus. This Supplement is being filed solely to (A)provide an updated AnnexB to include (i)the full text of theReincorporation Plan of Merger relating to the Reincorporation Merger that would be required to be filed withthe Registrar of Companies of the Cayman Islands pursuant to the provisions of Part16 of Companies Act(Revised) of the Cayman Islands, as amended (the “Cayman Reincorporation Plan of Merger”), and (ii)thefull text of the Reincorporation Plan of Merger relating to the Reincorporation Merger that would be required tobe filed with the Registre du Commerce et des Sociétés in relation to the Reincorporation Merger, and allmatters related thereto in accordance with the FrenchCode de commerce(the “French Reincorporation Planof Merger” and, together with the Cayman Reincorporation Plan of Merger, the “Reincorporation Plan ofMerger” and, the transaction contemplated thereby, the “Reincorporation Merger”) and (B)provide anupdated AnnexH-1 to correct certain clerical errors in the amended and restated articles of association of NewPasqal (the “New Pasqal Articles of Association”). The terms of the Reincorporation Plan of Merger relating tothe Reincorporation Merger are disclosed in ProposalNo. 2 of the Proxy Statement/Prospectus and the terms oftheNew Pasqal Articles of Association are disclosed in Proposals No.4 and 5 of the ProxyStatement/Prospectus. No changes are being made to the Proxy Statement/Prospectus. AnnexB attached hereto replaces and supersedes Annex B as originally filed with the ProxyStatement/Prospectus on August5, 2026. AnnexH-1 attached hereto replaces and supersedes Annex H-1 as originally filed with the ProxyStatement/Prospectus on August5, 2026. Except as set forth herein, this Supplement does not modify, update or vary any terms of the ReincorporationPlan of Merger relating to the Reincorporation Merger or of the New Pasqal Articles of Association, asdisclosed in the Proxy Statement/Prospectus. This Supplement is not complete without the Proxy Statement/Prospectus. This Supplement should be read inconjunction with the Proxy Statement/Prospectus, which in turn should be read in its entirety, and thisSupplement is qualified by reference thereto, except to the extent that the information in this Supplementupdates or supersedes the information contained in the Proxy Statement/Prospectus. The Proxy Statement/Prospectus provides Bleichroeder shareholders with detailed information about theBusiness Combination and other matters to be considered at the extraordinary general meeting. Weencourageyou to read the entire Proxy Statement/Prospectus,including the Annexes and otherdocuments referred to therein, carefully and in their entirety. You should also carefully consider the riskfactorsdescribed in the section titled“Risk Factors”beginning on page 25 of the ProxyStatement/Prospectus. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESREGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED INTHEPROXY STATEMENT/PROSPECTUS,PASSED UPON THE MERITS OR FAIRNESS OF THEBUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY ORACCURACYOFTHEDISCLOSUREINTHEPROXYSTATEMENT/PROSPECTUS.ANYREPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE. This Supplement is dated August14, 2026. Dated [•] 2026 BLEICHROEDER ACQUISITION CORP. II BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2______________________________________________________ PLAN OF MERGER CONTENTS 1Definitions and InterpretationB-22Name and registered office of each Constituent CompanyB-23Shares in the Constituent CompaniesB-24Effective DateB-35Terms and conditions of the MergerB-36Rights and restrictions attaching to the shares of the Surviving CompanyB-37Constitutional documentation of the Surviving CompanyB-3