Bleichroeder Acquisition France Merger Sub 2

Pasqal Holding SA operates in the quantum computing industry, focusing on the development and commercialization of neutral-atom quantum processing units (QPUs) and related cloud services. The industry is characterized by significant uncertainty regarding the commercial viability and widespread adoption of quantum computing, with the company's technology roadmap and anticipated milestones subject to change. The company's business is early-stage, with a concentrated customer base and a commercial model that is still developing, making it difficult to forecast future results of operations and funding requirements. The industry is highly competitive on a global scale, with the risk that competitors achieve technological breakthroughs that render Pasqal's systems obsolete or inferior, and competitive pressures on pricing. The company's operations are subject to French foreign investment regulations, particularly in sectors deemed sensitive such as quantum technology and defense, which can restrict or delay changes in control or significant acquisitions by non-EU persons or entities.

Pasqal's competitive positioning is not explicitly detailed in the filing, but the company faces competition in the quantum computing industry on a global scale, including the risk that competitors achieve technological breakthroughs that render its systems obsolete or inferior. The company's competitive advantages are not explicitly stated, but its technology is based on neutral-atom quantum processing, and it has established partnerships and collaborations, including with King Abdulaziz City for Science and Technology (KACST) and a memorandum of understanding with Eleven Ventures for a joint venture in Saudi Arabia. The company also has a deployment of QPUs with Saudi Arabian Oil Company. The company's relative standing in the market is not quantified in the filing.

Pasqal generates revenue through the deployment and operation of its neutral-atom quantum computing systems, offering its quantum processing technology and cloud services to customers. The company's business model includes commercial offerings in various markets, with a focus on establishing joint ventures and research collaborations to bring its offerings to market. The company's customer segments include governmental entities, such as KACST, and commercial entities, such as Saudi Arabian Oil Company. The company also plans to develop local talent and expertise in regions where it establishes operations, such as Saudi Arabia. The company's revenue model is not fully detailed in the filing, but it involves deploying and operating systems and providing cloud services.

Pasqal's primary product is its neutral-atom quantum processing unit (QPU) technology, which is deployed and operated in various regions. The company pairs its QPU technology with cloud services to offer quantum computing solutions to customers. The company's technology is used in research and development across multiple domains of quantum technology, including quantum cryptography readiness. The company's QPUs are deployed with Saudi Arabian Oil Company, and its technology is also used in research collaborations, such as with KACST's National Center for Quantum Technologies, to develop, test, and validate quantum-safe cryptographic solutions. The company's product line also includes cloud services that complement its QPU deployments.

On August 24, 2026, Pasqal announced a memorandum of understanding with Eleven Ventures, a Kingdom of Saudi Arabia based investment platform and venture capital firm, to establish a commercial joint venture to deploy, commercialize, and scale its quantum computing systems across the Kingdom of Saudi Arabia and the wider region. The joint venture is intended to deploy and operate its neutral-atom systems in the Kingdom, bring its offerings to market, and develop local talent and expertise. HRH Abdulaziz bin Turki bin Talal Al Saud, the founder of Eleven Ventures, is expected to be appointed as Chairman of the Board of the joint venture entity, Pasqal Arabia. On August 12, 2026, the company entered into a research collaboration agreement with King Abdulaziz City for Science and Technology (KACST) to advance research and development across multiple domains of quantum technology and to enhance quantum cryptography readiness in the Kingdom of Saudi Arabia. The company also consummated a business combination on August 27, 2026, which included the issuance of 200,000,000 Ordinary Shares to former shareholders of Legacy Pasqal, and the issuance of $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share, for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount.

The company's financial performance is characterized by significant losses, with a loss for the year of €92,355 thousand for Legacy Pasqal as of December 31, 2025, and a pro forma combined loss of €418,089 thousand for the year ended December 31, 2025. The company's accumulated deficit was €32,533 thousand as of December 31, 2025, on a historical basis. The company's total capitalization on a pro forma combined basis was €378,182 thousand, with total debt of €413,309 thousand. The company's cash and cash equivalents on a pro forma combined basis were €343,758 thousand. The company's revenue figures are not explicitly stated in the filing, but the company's operations are early-stage and it requires significant additional capital to pursue its business objectives.

A major growth vector is the expansion into the Kingdom of Saudi Arabia and the wider region through a planned joint venture with Eleven Ventures, which is intended to deploy and operate Pasqal's neutral-atom systems in the Kingdom, bring its offerings to market for customers in the Kingdom and the wider region, and develop local talent and expertise. The establishment of the joint venture is subject to the approval of the company's board of directors and the negotiation and execution of definitive agreements. Another growth vector is the research collaboration with King Abdulaziz City for Science and Technology (KACST) to advance research and development across multiple domains of quantum technology and to enhance quantum cryptography readiness in the Kingdom of Saudi Arabia, with the intention of ultimately bringing commercial offerings to the Saudi market. The company also has an existing deployment of QPUs with Saudi Arabian Oil Company, which complements its other activities in the Kingdom.

The company's margin and cost outlook is not explicitly detailed in the filing, but the company's early-stage commercial model and limited operating history make it difficult to forecast future results of operations and funding requirements. The company's need for a significant amount of additional capital to pursue its business objectives is a key factor in its cost structure, and the company may need to delay, limit, or substantially reduce its development efforts if additional financing is not available on acceptable terms or at all.

The company's operational outlook involves scaling and adapting its business and existing technology, including its manufacturing capacity, in a timely or cost-effective manner to meet customer and market demand. The company's dependence on relationships with third-party providers, including cloud providers and suppliers of specialized components such as laser systems, is a key operational consideration, and any disruption of or interference with its use of such providers would adversely affect its business. The company also relies on its ability to attract and retain senior executive leadership and other key employees, including quantum physicists, software engineers, and other key technical personnel.

The company's capital allocation strategy is not explicitly detailed in the filing, but the company has issued $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share, for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount. The company's need for a significant amount of additional capital to pursue its business objectives is a key consideration, and the company's outstanding indebtedness and the risk that additional financing may not be available on acceptable terms or at all could require it to delay, limit, or substantially reduce its development efforts. The company does not expect to pay dividends in the foreseeable future after the Business Combination.

The company faces significant headwinds and constraints, including the possibility that quantum computing may never become commercially viable or widely adopted, and that its technology roadmap and the anticipated milestones and timing thereof may change. The company's technical roadmap and plans for commercialization involve technology that is still under development and may not become available on the expected timeline or achieve the intended performance level. The company also faces risks related to its dependence on contracts with French and other governmental entities and the European Commission, which are subject to public procurement processes, budgetary constraints, and changes in government priorities, and the risk that government grants may be reduced, cancelled, or required to be repaid. Additionally, the company is subject to French foreign investment regulations, which may restrict or delay future changes in control or significant acquisitions, and may limit shareholder liquidity and transferability of its securities.

The company's operations are subject to restrictions and oversight arising from its governance arrangements with Bpifrance Investissement SAS and under French law, including the strategic committee of Pasqal SAS and the business allocation agreement. The company's international operations and investment commitments in France, the United States, Canada, Saudi Arabia, and South Korea are subject to additional regulatory burdens and political, social, and geographical risks. The company's ability to penetrate multiple markets is also a constraint, and the company may face restrictions or delays in changes of control or significant investments due to French State influence and French foreign investment regulations.

The company faces significant risks related to its limited operating history, concentrated customer base, and early-stage commercial model, which make it difficult to forecast future results of operations and funding requirements. The company requires a significant amount of additional capital to pursue its business objectives, and the risk that additional financing may not be available on acceptable terms or at all could require it to delay, limit, or substantially reduce its development efforts. The company's outstanding indebtedness, including the $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds ¹, and the risk that competitors achieve technological breakthroughs that render its systems obsolete or inferior, are material risks. The company's dependence on relationships with third-party providers, including cloud providers and suppliers of specialized components such as laser systems, and the risk that any disruption of or interference with its use of such providers would adversely affect its business, is a key operational risk. The company's operations are subject to French foreign investment regulations, which may restrict or delay future changes in control or significant acquisitions, and may limit shareholder liquidity and transferability of its securities. The company's dependence on contracts with French and other governmental entities and the European Commission, which are subject to public procurement processes, budgetary constraints, and changes in government priorities, and the risk that government grants may be reduced, cancelled, or required to be repaid, is a material risk. The company's technical roadmap and plans for commercialization involve technology that is still under development and may not become available on the expected timeline or achieve the intended performance level, and the possibility that quantum computing may never become commercially viable or widely adopted is a fundamental risk.

The management's message to shareholders is not explicitly included in the filing, but the company's strategic priorities are reflected in its forward-looking statements and business activities. The company emphasizes its strategy to deploy, commercialize, and scale its quantum computing systems across the Kingdom of Saudi Arabia and the wider region through a joint venture with Eleven Ventures, and to advance research and development across multiple domains of quantum technology with KACST. The company also highlights its need for a significant amount of additional capital to pursue its business objectives, and its expectations regarding market opportunity and market growth. The company's management focuses on the potential for its quantum computing technology to achieve quantum advantage, and the expected benefits of maintaining and entering into new contracts, awards, and other relationships, partnerships, or collaborations with other businesses, governments, and government entities.