Bleichroeder CEO Stands to Gain $1.85M if Pasqal Deal Closes
Conflict Of Interest
Company Background
Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ) is a blank-check company that completed its IPO on January 9, 2026, raising $287.5 million at $10.00 per unit and placing the full proceeds into trust. On February 28, 2026, it announced a business combination agreement with Pasqal Holding SAS, a French quantum computing company founded by researchers including Nobel laureate Alain Aspect. Pasqal was valued at $2.0 billion pre-money in the transaction.
The deal has been amended three times since signing, with changes to the merger subsidiary structure, board composition, and the post-closing equity incentive plan. The joint Form F-4 registration statement was declared effective by the SEC on August 5, 2026, and proxy materials were mailed to Bleichroeder shareholders as of the August 4, 2026 record date. An extraordinary general meeting to vote on the combination is scheduled for August 25, 2026.
Marcello Padula, who had been serving as Chief Operating Officer, was appointed Chief Executive Officer effective April 29, 2026, after founder Andrew Gundlach stepped down as President and CEO to become Executive Chairman.
What Was Disclosed
On August 19, 2026, Bleichroeder entered into an amended and restated advisory services agreement with MJP Advisory Group LLC, an entity affiliated with CEO Marcello Padula. The Board approved the agreement the same day. Under the terms, MJP receives a monthly fee of $18,000, plus a one-time closing fee of $1,850,000 upon consummation of an initial business combination — or, alternatively, a fee of $600,000 if the company liquidates instead. The monthly fee is payable in addition to whichever terminal fee applies, and the company must reimburse out-of-pocket expenses.