What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-07 · 160 added, 98 removed, 351 unchanged (42% of the section changed)

5 unchanged sentences

Prepaid expenses 51,913 4,503

Short Term prepaid insurance 152,500 ―

Total current assets 1,070,820 4,503

12 unchanged sentences

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.08 and $ 0 per share at March 31, 2026 and December 31, 2025, respectively 289,715,723 —

Class A ordinary shares subject to possible redemption, 28,750,000 shares at redemption value of $ 10.17 and $ 0 per share at June 30, 2026 and December 31, 2025, respectively 292,280,120 —

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding at March 31, 2026 and December 31, 2025 — —

none issued or outstanding at June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued and outstanding at March 31, 2026 and December 31, 2025 (excluding 28,750,000 shares subject to possible redemption) — —

none issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 28,750,000 shares subject to possible redemption) — —

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

9,583,333 shares issued and outstanding at March 31, 2026 and December 31, 2025 958 958

9,583,333 shares issued and outstanding at June 30, 2026 and December 31, 2025 958 958

Additional paid-in capital — 24,042

2 unchanged sentences

Total Liabilities and Shareholders’ Deficit $ 293,427,190 $ 221,528

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLEICHROEDER ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Formation, general, and administrative costs $ 2,265,709 $ 7,173,851

Loss from operations ( 2,265,709 ) ( 7,173,851 )

Interest earned on investments held in Trust Account 2,215,723

Net loss $ ( 2,692,419 )

Interest earned on marketable securities held in Trust Account 2,564,397 4,780,120

Total other income 2,564,397 4,780,120

Net income (loss) $ 298,688 $ ( 2,393,731 )

Weighted average shares outstanding Class A ordinary shares, basic and diluted 28,750,000 27,320,442

Basic and diluted net loss per Ordinary Share, Class A Ordinary Shares $ ( 0.08 )

Basic and diluted net income (loss) per Ordinary Share, Class A Ordinary Shares $ 0.01 $ ( 0.06 )

Weighted average shares outstanding, Class B ordinary shares, basic 9,583,333 9,521,178

Basic net loss per Ordinary Share, Class B Ordinary Shares $ ( 0.08 )

Basic net income (loss) per Ordinary Share, Class B Ordinary Shares $ 0.01 $ ( 0.06 )

Weighted average shares outstanding, Class B ordinary shares, diluted 9,583,333 9,583,333

Diluted net loss per Ordinary Share, Class B Ordinary Shares $ ( 0.08 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Diluted net income (loss) per Ordinary Share, Class B Ordinary Shares $ 0.01 $ ( 0.06 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLEICHROEDER ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES

IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

8 unchanged sentences

Balance – March 31, 2026 (unaudited) — — 9,583,333 958 — ( 15,067,159 ) ( 15,066,201 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

Accretion for Class A ordinary shares to redemption amount — — — — — ( 2,564,397 ) ( 2,564,397 )

Net income — — — — — 298,688 298,688

Balance – June 30, 2026 (unaudited) — $ — 9,583,333 $ 958 $ — $ ( 17,332,868 ) $ ( 17,331,910 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLEICHROEDER ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

15 unchanged sentences

Payment of offering costs ( 330,390 )

Net cash used in financing activities 289,662,738

Net cash provided by financing activities 289,662,738

Net Change in Cash 866,407

5 unchanged sentences

Deferred underwriting fee payable $ 12,250,000

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS

2 unchanged sentences

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).

As of March 31, 2026, the Company had not yet commenced operations.

All activity for the period from August 27, 2025 (inception) through March 31, 2026 relates to the Company’s formation, the Initial Public Offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

On February 19, 2026, the Company acquired 100% of the issued and outstanding equity of Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France (“Initial Merger Sub”), resulting in Initial Merger Sub becoming a wholly-owned subsidiary of the Company solely for the purpose of effectuating the Business Combination.

On May 20, 2026, the Company acquired 99.99998% of Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), with the other 0.00002% owned by Michel Combes.

On May 26, 2026, the Company, Initial Merger Sub, Parent Merger Sub, and Pasqal (as defined below) entered into Amendment No.

1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement, pursuant to which Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed, all of Initial Merger Sub’s rights and obligations as “Parent Merger Sub” as defined under the Business Combination Agreement (as defined below), such that Parent Merger Sub was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement for all purposes from and after that date.

On the same day, the Company disposed of the Initial Merger Sub to its original seller.

On May 26, 2026, the Company disposed of the Initial Merger Sub, and the Initial Merger Sub was no longer a wholly-owned subsidiary of the Company.

As of June 30, 2026, the Company had not yet commenced operations.

All activity for the period from August 27, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the Initial Public Offering (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues prior to the completion of the Business Combination and generates non-operating income in the form of interest and/or dividend income from the proceeds derived from the Initial Public Offering.

8 unchanged sentences

Transaction costs amounted to $ 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.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the value of the assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the interest earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

8 unchanged sentences

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s Public Shareholders.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer.

5 unchanged sentences

However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination;

6 unchanged sentences

Business Combination Agreement

On February 28, 2026 (the “Signing Date”), the Company entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among Bleichroeder, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France and wholly owned subsidiary of Bleichroeder (“Parent Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (“Pasqal”), 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.

On February 28, 2026 (the “Signing Date”), the Company entered into an Agreement and Plan of Merger (as amended by Amendment No.

1, Amendment No.

2 and Amendment No.

3, each as defined below, and may be further amended, supplemented or otherwise modified from time to time in accordance with its terms the “Business Combination Agreement”), by and among the Company, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France and, at signing, a wholly owned subsidiary of the Company (“Initial Merger Sub”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (“Pasqal”).

On May 26, 2026, the Company, Initial Merger Sub, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), and Pasqal entered into Amendment No.

1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement (“Amendment No.

1”), pursuant to which Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed, all of Initial Merger Sub’s rights and obligations under the Business Combination Agreement, and Parent Merger Sub was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement for all purposes from and after that date.

On June 25, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No.

2 to the Agreement and Plan of Merger (“Amendment No.

On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No.

3 to the Agreement and Plan of Merger (“Amendment No.

Pursuant to the Business Combination Agreement, among other things and subject to the terms and conditions therein, (i) the Company 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”).

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 16, 2026.

The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Liquidity, Capital Resources and Going Concern

The Company’s liquidity needs up to January 9, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 500,000 (Note 5).

As of March 31, 2026, the Company had $ 1,331,014 of cash and had a working capital deficit of $ 2,930,576 .

As of June 30, 2026, the Company had $ 866,407 of cash and had a working capital deficit of $ 5,158,160 .

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, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

8 unchanged sentences

Bleichroeder Acquisition 2 France was incorporated as a société par actions simplifiée under the laws of the Republic of France on March 15, 2022.

On February 19, 2026, Bleichroeder purchased 100 % of the issued and outstanding equity of Merger Sub, resulting in Merger Sub becoming a wholly-owned subsidiary of Bleichroeder, solely for the purpose of effectuating the Business Combination, and it does not own any material assets or conduct any business activities other than activities incidental to effectuating the Business Combination.

The address and telephone number for Merger Sub’s principal executive officers are the same as those for Bleichroeder.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

On February 19, 2026, the Company purchased 100 % of the issued and outstanding equity of Bleichroeder Acquisition 2 France (“Initial Merger Sub”), resulting in Initial Merger Sub becoming a wholly-owned subsidiary of the Company solely for the purpose of effectuating the Business Combination.

Bleichroeder Acquisition France Merger Sub 2 (“Parent Merger Sub”) was incorporated a société anonyme formed under the laws of the Republic of France on May 19, 2026, solely for the purpose of effectuating the business combination.

On May 26, 2026, in connection with Amendment No.

1 to the Business Combination Agreement, Initial Merger Sub assigned to Parent Merger Sub, and Parent Merger Sub assumed all of Initial Merger Sub’s rights and obligations as “Parent Merger Sub” under the Business Combination Agreement, such that Parent Merger Sub was substituted for Initial Merger Sub for all purposes from and after that date.

On the same day, the Company disposed of the Initial Merger Sub.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

As of June 30, 2026, Parent Merger Sub’s issued and outstanding share capital consisted of 500,000 ordinary shares, of which 499,999 shares were held by Bleichroeder and one(1) share was held by Michel Combes.

Parent Merger Sub does not own any material assets or conduct any business activities other than activities incidental to effectuating the Business Combination.

The address and telephone number for Parent Merger Sub’s principal executive officers are the same as those for Bleichroeder.

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company Status

5 unchanged sentences

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

4 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,331,014 of cash and did not have any cash equivalents as of March 31, 2026.

The Company had $ 866,407 of cash and did not have any cash equivalents as of June 30, 2026.

The Company did not have any cash or cash equivalents, as of December 31, 2025.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Investments Held in Trust Account

As of March 31, 2026, the assets held in the Trust Account amounting to $ 289,715,723 , were held in mutual funds composed of U.S.

As of June 30, 2026, the assets held in the Trust Account amounting to $ 292,280,120 , were held in mutual funds composed of U.S.

treasury securities.

3 unchanged sentences

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Offering Costs

10 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Share-Based Payment Arrangements

9 unchanged sentences

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March 31, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the consolidated balance sheets are reconciled in the following table:

Gross proceeds $ 287,500,000

3 unchanged sentences

Class A ordinary shares subject to possible redemption, March 31, 2026 289,715,723

Accretion of carrying value to redemption value 2,564,397

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 292,280,120

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Net Loss per Ordinary Share

JUNE 30, 2026

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with the redeemable shares of Class A ordinary shares is excluded from loss per ordinary share as the redemption value approximates fair value.

The calculation of diluted net loss per ordinary share does not consider the effect of the Public Warrants and the Private Warrants in the calculation of diluted net loss per ordinary share, because in the calculation of diluted net loss per ordinary share, their exercise is contingent upon future events.

The following table reflects the calculation of basic and diluted net loss per ordinary share (in dollars, except per-share amounts):

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period.

Accretion associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value.

The calculation of diluted net income (loss) per ordinary share does not consider the effect of the Public Warrants and the Private Warrants in the calculation of diluted net income (loss) per ordinary share, because in the calculation of diluted net income (loss) per ordinary share, their exercise is contingent upon future events.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per-share amounts):

For the Three Months Ended

Class A Class B

Basic net income per ordinary share

Allocation of net loss $ ( 1,971,689 ) $ ( 720,730 )

June 30, 2026 For the Six Months Ended

June 30, 2026

Class A Class B Class A Class B

Basic net income (loss) per ordinary share

Allocation of net income (loss) $ 224,016 $ 74,672 $ ( 1,775,106 ) $ ( 618,625 )

Basic weighted average shares outstanding 28,750,000 9,583,333 27,320,442 9,521,178

Basic net loss per ordinary share $ ( 0.08 ) $ ( 0.08 )

Basic net income (loss) per ordinary share $ 0.01 $ 0.01 $ ( 0.06 ) $ ( 0.06 )

For the Three Months Ended

Class A Class B

Diluted net loss per ordinary share

Allocation of net income $ ( 1,964,738 ) $ ( 727,681 )

June 30, 2026 For the Six Months Ended

June 30, 2026

Class A Class B Class A Class B

Diluted net income (loss) per ordinary share

Allocation of net income (loss) $ 224,016 $ 74,672 $ ( 1,772,116 ) $ ( 621,614 )

Diluted weighted average shares outstanding 28,750,000 9,583,333 27,320,442 9,583,333

Diluted net loss per ordinary share $ ( 0.08 ) $ ( 0.08 )

Diluted net income (loss) per ordinary share $ 0.01 $ 0.01 $ ( 0.06 ) $ ( 0.06 )

Recent Accounting Pronouncements

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

INITIAL PUBLIC OFFERING

3 unchanged sentences

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of March 31, 2026, there were 17,333,333 Warrants outstanding, including 9,583,333 Public Warrants and 7,750,000 Private Placement Warrants.

Warrants — As of June 30, 2026, there were 17,333,333 Warrants outstanding, including 9,583,333 Public Warrants and 7,750,000 Private Placement Warrants.

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

12 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $ 18.00 :

10 unchanged sentences

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).

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by the underwriters and/or their designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

RELATED PARTY TRANSACTIONS

8 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

On November 18, 2025, the Sponsor granted membership interests which equate to an aggregate of 300,000 founder shares to the Chief Operating Officer and membership interests which equate to 200,000 founder shares to the Chief Financial Officer.

8 unchanged sentences

Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of founder shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the transfer of founder shares.

As of March 31, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

On February 6, 2026, the sponsor transferred 15,000 Class A Units to an individual.

The transferred units represent an indirect interest in 15,000 Founder Shares.

As of June 30, 2026, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

On February 6, 2026, the Sponsor issued 15,000 Class A Units to an individual.

The units represent an indirect interest in 15,000 Founder Shares.

The fair value of the shares as of February 6, 2026, was determined to be $ 3.77 per share for an aggregate amount of $ 56,550 .

2 unchanged sentences

The expense will be recorded when the contingent event of a business combination becomes probable.

As of March 31, 2026, the closing of the business combination was not considered to be probable.

As of June 30, 2026, the closing of the business combination was not considered to be probable.

On April 1, 2026, the Sponsor issued 15,000 Class A Units to an individual.

The units represent an indirect interest in 15,000 Founder Shares.

The fair value of the shares as of April 1, 2026, was determined to be $ 9.95 per share for an aggregate amount of $ 149,250 .

The transfer was made in accordance with the terms of the Company’s operating agreement.

The transfer of these shares is contingent on the completion of a business combination.

The expense will be recorded when the contingent event of a business combination becomes probable.

As of June 30, 2026, the closing of the business combination was not considered to be probable.

Promissory Note — Related Party

1 unchanged sentence

The loan is non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering.

As of March 31, 2026 and December 31, 2025, the Company borrowed a total of $ 0 and $ 248,013 under the promissory note.

As of June 30, 2026 and December 31, 2025, the Company borrowed a total of $ 0 and $ 248,013 under the promissory note.

At the closing of the Initial Public Offering, on January 9, 2026, the Company paid the outstanding borrowings in full and borrowings under the promissory note are no longer available.

2 unchanged sentences

Prior to initial Business Combination, no payments under this agreement shall be made from amounts held in the Trust Account.

As of March 31, 2026 and December 31, 2025, $ 49,935 and $ 0 has been incurred and paid for these services and is reflected in the condensed consolidated statement of operations.

As of June 30, 2026 and December 31, 2025, $ 103,935 and $ 0 has been incurred and paid for these services and is reflected in the condensed consolidated statement of operations.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Related Party Loans

3 unchanged sentences

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.

As of March 31, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Risks and Uncertainties

12 unchanged sentences

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Underwriting Agreement

3 unchanged sentences

Additionally, 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 the Company’s Initial Business Combination subject to the terms of the underwriting agreement.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Accrued expenses

Accrued expenses increased from $ 300 at December 31, 2025 to $ 6,153,980 at June 30, 2026, primarily due to increased accrued legal fees related to the Business Combination Agreement with Pasqal and will be paid at the closing of the Business Combination.

Business Combination Agreement

On Signing Date, the Company entered into the Business Combination Agreement, by and among the Company, the Initial Merger Sub, and Pasqal.

On May 26, 2026, Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“Parent Merger Sub”), was substituted for Initial Merger Sub as a party to, and as “Parent Merger Sub” under, the Business Combination Agreement pursuant to Amendment No.

On June 25, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No.

On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No.

Pursuant to the Business Combination Agreement, as amended, among other things and subject to the terms and conditions therein, (i) the Company 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.

Private Placement Investment

In connection with the transactions contemplated by the Business Combination Agreement, on March 4, 2026, Bleichroeder, Initial Merger Sub and the accredited investors named therein (the “Existing Purchasers”) entered into a Securities Purchase Agreement (the “SPA”).

On May 23, 2026, Bleichroeder, Initial Merger Sub, Inflection Point Asset Management LLC and an accredited investor advised by Inflection Point Asset Management LLC (the “New Purchaser” and, together with the Existing Purchasers, the “Investors”) entered into Amendment No.

1 to the SPA (the “SPA Amendment”), which increased the aggregate subscription price under the SPA by $ 50.0 million and joined the New Purchaser as an additional Investor under the SPA.

In connection with Amendment No.

1 to the Business Combination Agreement, on May 26, 2026, Initial Merger Sub and Parent Merger Sub also entered into an assignment and assumption agreement pursuant to which Parent Merger Sub assumed all of Initial Merger Sub’s rights and obligations under the SPA and Initial Merger Sub was released from such obligations arising from and after that date.

Pursuant to the SPA, as amended by the SPA Amendment, the Investors have agreed, among other things, subject to certain conditions, to purchase $ 312 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 Warrants”), for an aggregate purchase price of $ 250 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”).

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

SHAREHOLDER’S DEFICIT

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption.)

As of June 30, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding (excluding 28,750,000 Class A ordinary shares subject to possible redemption.)

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of March 31, 2026 and December 31, 2025, there were 9,583,333 Class B ordinary shares outstanding.

As of June 30, 2026 and December 31, 2025, there were 9,583,333 Class B ordinary shares outstanding.

The founder shares will automatically convert into Class A ordinary shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like.

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provided that such conversion of founder shares will never occur on a less than one-for-one basis.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

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These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

FAIR VALUE MEASUREMENTS

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Warrant term (years) 7.00

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2026

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Level March 31,

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value:

Level June 30,

2026 December 31,

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FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statements information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reporting segment.

BLEICHROEDER ACQUISITION CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

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Interest earned on investments held in Trust Account $ 2,564,397 $ 4,780,120

The CODM reviews interest earned on investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, January 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company, (the “Trust Agreement”).

Formation, general, and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete an initial business combination or similar transaction within the Completion Window.

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The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

Based upon this review, other than as described below, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On July 22, 2026, the Company, Parent Merger Sub and Pasqal entered into Amendment No.

3 to the Agreement and Plan of Merger (“Amendment No.

3”), which amended and restated the provision of the Business Combination Agreement governing the equity incentive plan to be adopted by the Parent Surviving Corporation in connection with the Business Combination.

As amended by Amendment No.

3, the long-term incentive plan (the “LTIP”) will provide for awards in the form of founder’s warrants or free shares of up to 10% of the aggregate number of the Parent Surviving Corporation’s shares issued and outstanding immediately after the closing of the Business Combination on a fully-diluted and as-converted basis (after giving effect to any redemptions by the Company’s shareholders).

Amendment No.

3 further provides that the Company and Pasqal will negotiate additional edits to the LTIP, including vesting criteria for new award recipients based on performance conditions, in good faith based on recommendations from Pasqal’s compensation consultant, subject to approval of the Parent Surviving Corporation’s board of directors.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements