Bleichroeder Acquisition Corp. II 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Statements All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”. Overview We are a blank check company incorporated in the Cayman Islands on August 27, 2025 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar Business Combination with one or more businesses. We intend to effectuate the Pasqal Business Combination (as defined below) pursuant to the Business Combination Agreement (as defined below). However, if the Business Combination Agreement is terminated, we may pursue an initial business combination in any business or industry, but are focusing on businesses in disruptive growth sectors sector. We intend to effectuate our initial business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful. Recent Developments Management Update On February 10, 2026, the Board of Directors, appointed each of Philippe Nyssen and Clemence Rasigni as a director, effective immediately. Each of Mr. Nyssen and Ms. Rasigni qualifies as an independent director. Mr. Nyssen has been appointed to serve as the member of the audit committee of the Board of Directors. On April 30, 2026, the Board of Directors approved the following changes to the Company’s management: (i) Andrew Gundlach was appointed Executive Chairman of the Board and resigned as President and Chief Executive Officer of the Company, effective April 29, 2026, and (ii) Marcello Padula, the Company’s currently serving Chief Operating Officer, was appointed to serve as Chief Executive Officer of the Company, effective April 29, 2026. 20 Pasqal Business Combination Agreement On the Signing Date, the Company entered into the Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions therein, (i) Bleichroeder will merge with and into Parent Merger Sub (the “Reincorporation Merger”), with Parent Merger Sub being the surviving entity of the Reincorporation Merger (“Parent Surviving Corporation”), and (ii) as promptly as practicable after the effective time of the Reincorporation Merger (the “Reincorporation Merger Effective Time”), Pasqal will merge with and into the Parent Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance with the applicable provisions of the French Commercial Code (Code de commerce), including Articles L. 236-1 et seq (the “Merger”, and together with the Reincorporation Merger, the “Mergers”), with Parent Surviving Corporation being the surviving entity of the Merger and changing its name to “Pasqal Holding SA” or such other name selected by Pasqal (“New Pasqal”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Pasqal Business Combination.” Bleichroeder, Parent Merger Sub, and Pasqal are each individually referred to herein as a “Party” and, collectively, as the “Parties.” The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of Bleichroeder and Pasqal. Merger Consideration; Effect of the Mergers The Pasqal Business Combination values Pasqal at $2.0 billion pre-money. Immediately prior to or at the Reincorporation Merger Effective Time: ● each issued and outstanding warrant exercisable for one Bleichroeder Class A Ordinary Share at an exercise price of $11.50 per share (a “Bleichroeder Warrant”), including the Bleichroeder Warrants held as a result of the Unit Separation (as defined below), will cease separate existence and trading and will be converted into a warrant to purchase one ordinary share, par value €0.10 per share, of Parent Surviving Corporation (the “Parent Surviving Corporation Ordinary Shares” and, following the Merger, the “New Pasqal Shares” and, the warrant to purchase such New Pasqal Shares, the “New Pasqal Warrants”); ● each issued and outstanding (i) Bleichroeder Class A ordinary share, par value $0.0001 per share (each a “Bleichroeder Class A Ordinary Share”), including each Bleichroeder Class A Ordinary Share held as a result of the Unit Separation, and excluding any dissenting shares, any shares held in the treasury of Bleichroeder (“Treasury Shares”), and any Bleichroeder Class A Ordinary Shares held by a holder who has validly exercised its redemption rights (“Redeeming Shares”), and (ii) Class B ordinary share, par value $0.0001, of Bleichroeder (each, a “Bleichroeder Class B Ordinary Share,” and together with the Bleichroeder Class A Ordinary Shares, the “Bleichroeder Ordinary Shares”) will be cancelled and converted automatically into one Parent Surviving Corporation Ordinary Share; ● each Redeeming Share issued and outstanding will automatically be cancelled and cease to exist and will represent only the right to be paid a pro rata share of the aggregate amount payable with respect to all such Redeeming Shares in accordance with Bleichroeder’s amended and restated memorandum and articles of association; ● each Treasury Share will be cancelled and extinguished without any conversion thereof or payment therefor; and; ● each issued and outstanding ordinary share, par value €10 per share, of Parent Merger Sub will be cancelled and no consideration shall be delivered therefor. 21 In connection with the Reincorporation Merger, immediately prior to the Reincorporation Merger Effective Time, each Bleichroeder unit issued and outstanding as of such time will automatically detach and the holder thereof will be deemed to hold one Bleichroeder Class A Ordinary Share and one-third of one Bleichroeder Warrant, and will cease separate existence and trading (the “Unit Separation”). At the effective time of the Merger (the “Merger Effective Time”), in accordance with French Law, Pasqal will be dissolved without liquidation (dissolution sans liquidation) together with the completion of a universal transfer (transmission universelle de patrimoine) , pursuant to which New Pasqal will succeed to all the rights and obligations of Pasqal and, among other things: ● each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Pasqal, (ii) common Ordinary Share, par value €0.10 per share, of Pasqal, (iii) “Class A” Ordinary Share, par value €0.10 per share, of Pasqal, (iv) “Class B” Ordinary Share, par value €0.10 per share, of Pasqal, and (v) “Class C” Ordinary Share, par value €0.10 per share, of Pasqal, will be exchanged for New Pasqal Shares using an exchange ratio (the “Exchange Ratio”) calculated in accordance with the Draft Merger Agreement (as defined in the Business Combination Agreement) by dividing the overall value of Pasqal and the overall value of the Parent Surviving Corporation (based on a deemed value of $10 per Parent Surviving Corporation Ordinary Share); and ● each issued and outstanding equity warrant governed by French law (bons de souscription de parts de créateur d’entreprise) of Pasqal (“Company BSPCEs”) will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Shares, with the number of shares adjusted, as applicable, to reflect the Exchange Ratio, on the same terms and conditions as were applicable to the Company BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period, and expiration date), except as otherwise provided by the Draft Merger Agreement or as required by applicable law. Representations and Warranties The Business Combination Agreement contains representations and warranties of the Parties thereto with respect to, among other things, (i) entity organization, formation and qualification, (ii) authorization to enter into the Business Combination Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements, (vi) liabilities, (vii) permits, (viii) litigation, (ix) material contracts, (x) tax matters, (xi) intellectual property, (xii) absence of changes, (xiii) environmental matters, (xiv) employee matters, (xv) compliance with applicable laws, (xvi) regulatory matters, (xvii) labor matters, (xviii) benefit plans, (xix) insurance, (xx) real and personal property, (xxi) brokers, (xxii) transactions with affiliates, (xxiii) data privacy and security requirements, and (xxiv) compliance with international trade and anti-corruption laws. The representations and warranties of the Parties contained in the Business Combination Agreement will terminate and be of no further force and effect as of the Closing. Covenants The Business Combination Agreement contains covenants of each of the Parties thereto that are customary for transactions of this type, including, among others, covenants with respect to (i) the operations of Bleichroeder and Pasqal prior to the Closing; (ii) the Parties’ efforts to satisfy conditions to consummate the Pasqal Business Combination; (iii) restrictions on public announcements or press releases with respect to the Pasqal Business Combination; (iv) the delivery by Pasqal of certain financial statements of Pasqal audited in accordance with all applicable requirements of the PCAOB (the “PCAOB Financials”) on or prior to September 30, 2026; and (v) the preparation and filing of a registration statement on Form F-4 (the “Registration Statement/Proxy Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the New Pasqal Shares and New Pasqal Warrants to be issued pursuant to the Business Combination Agreement, which will also contain a prospectus and proxy statement for the purpose of soliciting proxies from Bleichroeder’s shareholders to vote in favor of certain matters (the “Parent Party Shareholder Approval Matters”), including: (i) the adoption and approval of the Business Combination Agreement, the additional agreements contemplated therein, and the transaction contemplated therein and thereby, including the Mergers, in accordance with Bleichroeder’s organizational documents and applicable law; 22 (ii) the entry and filing of a plan of merger and all other documents required by the Companies Act (Revised) of the Cayman Islands, as amended (the “Cayman Companies Act”), and the French Code de commerce (the “French Commercial Code”) in force on the date of the Business Combination Agreement (the “Reincorporation Plan of Merger”) and all matters related thereto in accordance with the Cayman Companies Act; (iii) the approval of the entry of Parent Surviving Corporation into the Draft Merger Agreement, following and subject to approval of the consummation of the Reincorporation Merger and the transactions contemplated by the Reincorporation Plan of Merger; (iv) subject to the effectiveness of the Reincorporation Merger pursuant to the Reincorporation Plan of Merger, the adoption of the amended and restated articles of association of Parent Surviving Corporation; (v) the adoption of a new equity incentive plan in the form and substance reasonably acceptable to Bleichroeder and Pasqal and approved by New Pasqal’s board of directors; (vi) the adjournment of the shareholder meeting of Bleichroeder to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder, (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transactions contemplated by the Business Combination Agreement; and (vii) such other matters as Pasqal, Bleichroeder and Parent Merger Sub will mutually determine to be necessary and appropriate in order to effect the Mergers and the other transactions contemplated by the Business Combination Agreement. Governance The Parties have agreed to take all requisite action such that, effective immediately following the Merger Effective Time, New Pasqal’s initial board of directors will consist of nine directors, five of whom will be French or European citizens and non-US residents, and will be mutually acceptable to Bleichroeder and Pasqal, as follows: (i) Alain Aspect, as non-executive chairman; (ii) Michel Combes, as lead independent director; (iii) Wasiq Bokhari, as chief executive officer of New Pasqal; (iv) Georges-Olivier Reymond; (v) Barbara Dalibard, as chairman of the nominating and governance committee (or its equivalent); (vi) Kathy Savitt, as the chairman of the audit committee (or its equivalent); (vii) a director that may, at its option, be designated by Bpifrance Investissement; (viii) a director to be designated by EIC Fund; and (ix) a director to be designated by either Bleichroeder or Pasqal and mutually agreed by Bleichroeder and Pasqal, who will serve as chairperson of the renumeration committee (or its equivalent). The Parties have also agreed to take all requisite action such that, effective immediately following the Merger Effective Time, New Pasqal’s board of directors’ internal regulations will include a list of certain restricted matters requiring two-thirds (2/3) approval of the board of directors (as set forth in the Business Combination Agreement). The Parties have also agreed to take all requisite action such that, as of the Closing, the articles of association of Pasqal SAS, a wholly owned subsidiary of Pasqal (and following the Merger Effective Time, New Pasqal), will provide for creation of a strategic committee that will be comprised as set forth in the Business Combination Agreement and require a majority approval of certain actions, which must include the affirmative vote of the representative of Bpifrance Investissement. 23 Conditions to Closing The obligation of the Parties to consummate the Pasqal Business Combination is subject to certain customary closing conditions, including, but not limited to, (i) the expiration or termination of any applicable waiting periods under applicable antitrust law; (ii) no law or legal restraint or prohibition issued by any governmental prohibiting or preventing the consummation of the Pasqal Business Combination being in effect; (iii) the Registration Statement/Proxy Statement being declared effective by the SEC; (iv) the receipt of the requisite approvals of each of Bleichroeder’s and Pasqal’s shareholders; (v) the approval for listing of New Pasqal Shares and New Pasqal Warrants on Nasdaq (or other principal market mutually agreed by Bleichroeder and Pasqal); (vi) no less than $150,000,000 cash available to New Pasqal from (x) funds remaining in the Trust Account (as defined in the Business Combination Agreement) following the exercise of Bleichroeder’s shareholders’ redemption rights, (y) the proceeds of the Investment (as defined below) under the SPA (as defined below) and Subscription Agreements (as defined in the Business Combination Agreement), and (z) funds raised from any other financing transactions agreed upon by Bleichroeder, Pasqal and Parent Merger Sub, but excluding, for the avoidance of doubt, the Series C equity raise closed by Pasqal on February 27, 2026; (vii) the initial board of directors of New Pasqal being constituted as described above; and (viii) customary bring-down conditions. The obligation of Bleichroeder and Parent Merger Sub to consummate the Pasqal Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no continuing Company Material Adverse Effect (as defined in the Business Combination Agreement), (ii) execution and delivery of an officer’s certificate by an officer of Pasqal certifying the accuracy of certain conditions, and (iii) the receipt of executed Lock-Up Agreements (as each is defined below) and certain non-competition and non-solicitation agreements between New Pasqal and certain of Pasqal’s employees. The obligation of Pasqal to consummate the Pasqal Business Combination is also subject to the fulfillment of other customary closing conditions, including, but not limited to, (i) there having been no continuing Parent Material Adverse Effect (as defined in the Business Combination Agreement), (ii) execution and delivery of an officer’s certificate by an officer of Bleichroeder certifying the accuracy of certain conditions, and (iii) the receipt of executed Lock-Up Agreements. Termination The Business Combination Agreement may be terminated under certain circumstances, including: (i) by mutual written consent of Bleichroeder and Pasqal at any time prior to the Closing; (ii) by either Bleichroeder or Pasqal if the Closing has not occurred by December 31, 2026 (the “Outside Date”); provided that, the Outside Date will automatically extend (A) to December 31, 2027, without any action of Bleichroeder or Pasqal, unless Bleichroeder and Pasqal both send written notice of termination to the other or otherwise mutually agree in writing to terminate the Business Combination Agreement at least ten business days prior to December 31, 2026, and (B) for an additional 60 days if (1) the Registration Statement/Proxy Statement is not declared effective by the SEC or (2) the issuance or clearance of any required antitrust approval is not received but all other conditions to Closing either have been fulfilled or are then capable of being fulfilled; (iii) by Bleichroeder or Pasqal if a governmental authority issues a final and non-appealable order or enacts a law making the Pasqal Business Combination illegal or permanently restraining, enjoining or otherwise prohibiting the Pasqal Business Combination; (iv) by either Bleichroeder or Pasqal if the shareholder meeting of Bleichroeder has been held and concluded and the approval of any of the Parent Party Shareholder Approval Matters is not obtained (subject to adjournment or postponement of such meeting); (v) by Bleichroeder if Pasqal breaches any representation, warranty or agreement or covenant in the Business Combination Agreement such that applicable closing conditions would not be satisfied at the Closing, subject to a 20-day cure period; 24 (vi) by Pasqal if Bleichroeder breaches any representation, warranty or agreement or covenant in the Business Combination Agreement such that applicable closing conditions would not be satisfied at the Closing, subject to a 20-day cure period; (vii) by Bleichroeder if Pasqal fails to deliver the PCAOB Financials to Bleichroeder on or before September 30, 2026; or (viii) by Bleichroeder or Pasqal if the other party fails to consummate the Pasqal Business Combination upon satisfaction of all the conditions to Closing set forth in the Business Combination Agreement (other than conditions that by their nature would be satisfied at the Closing or waived by the terminating party) or otherwise terminates the Pasqal Business Combination in breach of the Business Combination Agreement and such terminating party is ready to consummate the Pasqal Business Combination. If the Business Combination Agreement is validly terminated, none of the Parties will have any liability or any further obligation under the Business Combination Agreement other than customary confidentiality obligations, except in the case of willful breach or fraud. Notwithstanding the foregoing, if Bleichroeder terminates the Business Combination Agreement pursuant to clauses (vii) or (viii) above, Pasqal will pay Bleichroeder $3,000,000 as liquidated damages. The Business Combination Agreement contains representations, warranties and covenants that the Parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the Parties and are subject to important qualifications and limitations agreed to by the Parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about Bleichroeder, Parent Merger Sub or Pasqal. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the Parties, may be subject to limitations agreed upon by the contracting Parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the Parties instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting Parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in Bleichroeder’s public disclosures. Related Agreements Sponsor Support Agreement Concurrently with the execution of the Business Combination Agreement, Bleichroeder, Pasqal, Parent Merger Sub, and the Sponsor, entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which, among other things, the Sponsor has agreed to vote (i) in favor of the Parent Party Shareholder Approval Matters and (ii) in opposition to any proposals (A) for an Alternative Transaction (as defined in the Business Combination Agreement) or any merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Bleichroeder, (B) other than as contemplated in the Business Combination Agreement, or (C) for any alternative transactions or agreements that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Pasqal Business Combination. Additionally, the Sponsor agreed not to redeem any Bleichroeder Ordinary Shares or other equity securities of Bleichroeder in connection with the Pasqal Business Combination, to be bound to certain transfer restrictions with respect to its Bleichroeder Ordinary Shares and any other equity securities of Bleichroeder held by Sponsor prior to the expiration of the Sponsor Support Agreement, waive the anti-dilution protections set forth in Bleichroeder’s amended and restated memorandum and articles of association with respect to the conversion of the Bleichroeder Class B Ordinary Shares, and waive any appraisal or rights to dissent from the Pasqal Business Combination or the Mergers. 25 The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference. Company Support Agreement Concurrently with the execution of the Business Combination Agreement, certain shareholders of Pasqal entered into a company support agreement (the “Company Support Agreement”) with Bleichroeder and Parent Merger Sub, pursuant to which each such Pasqal shareholder has agreed to, among other things, (i) vote in favor of the Business Combination Agreement, the Mergers, and each other proposal related to the Pasqal Business Combination, and against any alternative transactions or agreements that would reasonably be expected to prevent, impede, interfere with, delay, postpone or adversely affect the Pasqal Business Combination, (ii) be bound to certain transfer restrictions with respect to its shares and other equity securities of Pasqal prior to the expiration of the Company Support Agreement, and (iii) vote in opposition to any proposals for an Alternative Transaction (as defined in the Company Support Agreement). The foregoing description of the Company Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Company Support Agreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference. Lock-Up Agreements In connection with the Closing, New Pasqal, the Sponsor, certain shareholders of Pasqal, certain shareholders of Bleichroeder, certain directors and officers, and certain Investors (collectively, the “Lock-Up Parties”) will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of the Lock-Up Parties will agree not to effect any sale or distribution (except for certain permitted transfers) of the New Pasqal Shares held by such holder after the Closing until the earlier of (i) 180 days after the date on which the Closing occurs, (ii) the day after the date on which the closing price of the New Pasqal Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commending after the date on which the Closing occurs, and (iii) the date on which New Pasqal consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of New Pasqal’s shareholders having the right to exchange their shares for cash, securities or other property, subject to certain exceptions set forth in the Lock-Up Agreements. Amended and Restated Registration Rights Agreement At the Closing, New Pasqal, the Sponsor, Investors (as defined below) and certain securityholders of Pasqal will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the Investors and such securityholders will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Pasqal that they will hold following the Pasqal Business Combination. Private Placement Investment In connection with the transactions contemplated by the Business Combination Agreement, on March 4, 2026, Bleichroeder, Parent Merger Sub and the accredited investors named therein (the “Investors”) entered into a Securities Purchase Agreement (the “SPA”). Pursuant to the SPA, the Investors have agreed, among other things, subject to certain conditions, to purchase $250 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Shares (the “Senior Unsecured Convertible Bonds”) and warrants to purchase a number of New Pasqal Shares equal to 125% of the total number of New Pasqal Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing (the “Investment Warrant”), for an aggregate purchase price of $200 million, reflecting a 20% original issue discount (the “Investment”). The closing of the Investment shall occur substantially concurrent with the Closing. In accordance with the French Commercial Code, the Senior Unsecured Convertible Bonds will be issued pursuant to the Terms and Conditions ( termes et conditions des obligations convertibles en actions ordinaires ) attached to New Pasqal’s shareholders decision issuing the Senior Unsecured Convertible Bonds (the “Senior Unsecured Convertible Bonds Terms and Conditions”), and the Investment Warrants will be issued pursuant to the Terms and Conditions ( termes et conditions des bons de souscriptions d’actions ) attached to New Pasqal’s shareholders decision issuing the Investment Warrants (the “Investment Warrants Terms and Conditions”). 26 The SPA includes customary representations and warranties from Bleichroeder, Parent Merger Sub and the Investors and is subject to customary closing conditions. The SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, and indemnification. The Senior Unsecured Convertible Bonds and the Investment Warrants may be amended only with the written consent of the Company and bondholders holding a majority of the outstanding aggregate principal amount of the Senior Unsecured Convertible Bonds, or as otherwise required in accordance with the French Commercial Code. Holders of the New Pasqal Shares issuable upon conversion of the Senior Unsecured Convertible Bonds and New Pasqal Shares underlying any Investment Warrants will have the registration rights set forth in the A&R Registration Rights Agreement. ● Ranking : The Senior Unsecured Convertible Bonds shall rank senior to the New Pasqal Shares and any other class or series of capital stock of New Pasqal currently existing or hereafter authorized, classified or reclassified by New Pasqal, and junior and subordinated to other unsecured and unsubordinated obligations of the Company. ● Bondholders Representative. Holders of the Senior Unsecured Convertible Bonds shall be organized as a group for the representation of their interests (the “Masse”). The Masse shall be governed by the provisions of the French Code de commerce and will act in part through a bondholders representative (representant de la masse) and in part through collective decisions of the Convertible Bondholders, whether by general meetings or written consultations as permitted under Article L. 228-46-1 of the French Commercial Code. Any reasonable and documented costs or expenses incurred by the holders of the Senior Unsecured Convertible Bonds in connection with the operation and consultation of the Masse shall be reimbursed by New Pasqal upon presentation of the relevant invoices. ● Interest Payments : The Senior Unsecured Convertible Bonds will accrue interest at the rate per annum of 10.0% per annum payable in cash semi-annually. However, if a payment in cash has not been made on a semi-annual payment date, payment on the next semi-annual payment date shall be in PIK at a rate of 12% payable and compounded annually from the last payment date on which a payment in cash has been made. ● Liquidation Preference : Upon any liquidation or deemed liquidation event, the holders of Senior Unsecured Convertible Bonds will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount equal to the greater of (i) 100% of the Accrued Value (as defined in the Senior Unsecured Convertible Bonds Terms and Conditions) or (ii) such amount as would have been payable had such Convertible Bond been converted into Ordinary Shares immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event based on the then effective rate of conversion and without giving effect to any applicable limitations on conversion. Thereafter, the holders of Senior Unsecured Convertible Bonds will be entitled to receive their pro rata share of the remaining available proceeds available for distribution to shareholders, on an as-converted to ordinary share basis. ● Protective Provisions : For as long as 10% of the Senior Unsecured Convertible Bonds issued as of the Closing are held by Inflection Point Asset Management LLC and certain other holders of the Senior Unsecured Convertible Bonds and their respective affiliates, New Pasqal shall not, without the affirmative vote or action of the Masse (the “Requisite Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Pasqal, or commence or consent to any bankruptcy proceeding relating to the Company; (ii) amend, alter, or repeal any provision of the bylaws, the Senior Unsecured Convertible Bonds Terms and Conditions in a manner that materially and adversely affects the powers, preferences or rights given to the holders of the Senior Unsecured Convertible Bonds; (iii) create or authorize the creation of or issue any other equity security or security convertible into or exercisable for any equity security unless such security ranks junior to the Senior Unsecured Convertible Bonds with respect to its rights, preferences and privileges, or increase the aggregate amount of the Senior Unsecured Convertible Bonds accordingly; (iv) pay any cash dividend or redeem any equity or equity-linked security prior to repayment in full, redemption or conversion of the Senior Unsecured Convertible Bonds into New Pasqal Shares, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of New Pasqal; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Pasqal’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of New Pasqal, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Pasqal; or (vi) incur or guarantee any new indebtedness, including secured and/or senior debt, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Senior Unsecured Convertible Bonds shall not be considered indebtedness for purposes of this calculation. The Company must promptly deliver written notice to the bondholders of the occurrence of any breach or default of the foregoing, each of which shall be considered as an event of default unless, if curable, it has not been cured within five business days of formal notice sent by registered letter with acknowledgement of receipt ( lettre recommandée avec accusé de reception ) or by bailiff service ( notification par commissaire de justice ). 27 ● Optional Conversion : Each Convertible Bond may be convertible into New Pasqal Shares at any time at the option of the holder at a rate equal to the then-Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, stock splits, combinations, reclassifications and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of New Pasqal Shares at prices less than the conversion price then in effect. In addition, on the date that is six months after the Closing, if the 20-day volume-weighted average price of the New Pasqal Shares is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.80. ● Redemption Rights : Unless prohibited by applicable law governing distributions to shareholders, the Senior Unsecured Convertible Bonds shall be redeemable at the option of the Requisite Holders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value. New Pasqal shall elect to settle with (i) cash from distributable amounts in accordance with article L. 232-11 of the French Commercial Code; (ii) cash proceeds from a new issue of equity securities carried out for the purpose of such redemption; (iii) New Pasqal Shares on a price per share basis at least 20.0% lower than the last closing price immediately preceding the issuance of the related redemption notice; or (iv) a combination thereof. ● Call Rights : Unless prohibited by applicable law governing distributions to shareholders, all or a portion of the Senior Unsecured Convertible Bonds shall be redeemable at the option of New Pasqal commencing any time (i) prior to the first anniversary of the Closing at a price equal to the 150% of the Accrued Value, (ii) on or after the 1st anniversary but prior to the 2nd anniversary of the Closing at a price equal to the 140% of the Accrued Value, (iii) on or after the second anniversary of the Closing but prior to the third anniversary of the Closing at a price equal to the 130% of the Accrued Value, (iv) on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing at a price equal to the 120% of the Accrued Value, (v) on or after the fourth anniversary of the Closing but prior to the 5th anniversary of the Closing at a price equal to the 110% of the Accrued Value, or (vi) on or after the fifth anniversary of the Closing at a price equal to the 100% of the Accrued Value. ● Investment Warrants : At the closing of the Investment, the Investors will receive Investment Warrants to purchase New Pasqal Shares. The Investment Warrants will be immediately exercisable upon issuance at Closing and will expire five years from the date of Closing. The Investment Warrants include customary cash and cashless exercise provisions. Each Investment Warrant is initially exercisable at $12.00 per New Pasqal Share, subject to the same anti-dilution and other adjustments as the Senior Unsecured Convertible Bonds. ● Warrant Redemption: Commencing on the one year anniversary of the Closing, New Pasqal may redeem all outstanding Investment Warrants, in whole and not in part, upon prior written notice of redemption if, and only if, the last reported sale price of the New Pasqal Shares underlying such Investment Warrants equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period, subject to certain conditions. ● Inflection Point Designation Rights : In connection with the Investment, Bleichroeder and the Sponsor agreed to provide certain investors (the “IP Investors”) led by Inflection Point Fund I LP (“Inflection Point”), a member of Bleichroeder Manager 2 LLC, the Sponsor’s managing member, the right to designate one individual (the “IP Nominee”) to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal board of directors at the Closing (the “Designation Right”) under the Business Combination Agreement. Each of Bleichroeder and the Sponsor agreed to take all actions within its respective power, including voting (or causing to be voted) any securities of Bleichroeder or New Pasqal over which it exercises voting control, and to exercise all rights it may have under the Business Combination Agreement, any organizational documents, any investor rights or similar agreement, or otherwise, to designate the IP Nominee to the New Pasqal board of directors. 28 Results of Operations We have neither engaged in any operations nor generated any revenues to date. Our only activities from August 27, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the closing of the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. For the three months ended March 31, 2026, we had a net loss of $2,692,419, which consisted of formation, general and administrative costs partially offset by interest earned on investments held in Trust Account. Liquidity, Capital Resources and Going Concern Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. On January 9, 2026, we consummated the Initial Public Offering of 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 3,750,000 Units, at $10.00 per Unit, generating gross proceeds of $287,500,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 7,750,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,750,000. Of those 7,750,000 Private Placement Warrants, the Sponsor purchased 5,000,000 Private Placement Warrants, and the underwriters, CCM and CS, purchased 2,750,000 Private Placement Warrants (or 2,612,500 and 137,500 Private Placement Warrants, respectively). Following the Initial Public Offering, the exercise of the over-allotment option in full, and the sale of the Private Placement Warrants, a total of $287,500,000 was placed in the Trust Account. We incurred total transaction costs of $17,870,483, consisting of $5,000,000 of cash underwriting fee, $12,250,000 of deferred underwriting fee, and $620,483 of other offering costs. For the three months ended March 31, 2026, net cash used in operating activities was $831,724. Net loss of $2,692,419 was affected by investments held in Trust Account of $2,215,723 and by general and administrative costs of $344,862, and changes in accrued expenses of $4,421,280. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $2,000,000 of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The Private Placement Warrants would be identical to the Private Placement Warrants sold in the Initial Public Offering. 29 In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements--Going Concern,” as of this filing, we may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Our liquidity condition raises substantial doubt about our ability to continue as a going concern. Management plans to address this uncertainty through a Business Combination. However, there can be no assurance that we will be able to consummate any Business Combination by the end of the Completion Window. Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets. Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an to pay an affiliate of our Chief Operating Officer of $18,000 per month, then upon completion of our initial business combination or our liquidation, an amount equal to $600,000 less the total amount of all such monthly payments made up to that time, for services as Chief Operating Officer pursuant to an advisory agreement, as further described in this prospectus; prior to our initial business combination, no payments under this agreement shall be made from amounts held in the trust account. The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,750,000 Units to cover over-allotments, if any. On January 9, 2026, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price of $10.00 per Unit. The underwriters were entitled to a cash underwriting discount of $5,000,000 (2.00% of the gross proceeds of the Units sold in the Initial Public Offering) which was paid at the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred underwriting discount of 4.00% of the gross proceeds of the Initial Public Offering held in the Trust Account, up to $12,250,000 in the aggregate upon the completion of our Initial Business Combination subject to the terms of the underwriting agreement. Critical Accounting Estimates The preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and expenses during the period reported. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. We used a third-party valuation expert to value the Public Warrants as of the Initial Public Offering. As of March 31, 2026, other than the Public Warrants at the Initial Public Offering, we did not have any critical accounting estimates to be disclosed. 30 Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed consolidated financial statements. Item 3. Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.