As filed with the Securities and Exchange Commission on May 26, 2026.

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2
(Exact name of registrant as specified in its charter)

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For co-registrants, see “Table of Co-Registrants” on the following page.

1345 Avenue of the Americas, Fl 47
New York, New York 10105
212-984-3835

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________

Michel Combes
President
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(212) 984-3835
(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________

Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant and Co-Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

(3)    Proposal No. 3 — The Merger Proposal: to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals and following the Reincorporation Merger Effective Time, the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “French Merger Agreement”) and all matters related thereto in accordance with the French Commercial Code, pursuant to which Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Commercial Code (the transaction, the “Merger,” and the proposal, the “Merger Proposal”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time:

(a)     Bleichroeder Surviving Corporation be authorized to merge with Legacy Pasqal, with Bleichroeder Surviving Corporation continuing as the absorbing and surviving company (“New Pasqal”), such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Code de commerce (the “Merger”);

(b)    the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “French Merger Agreement”), and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects;

(c)     Bleichroeder Surviving Corporation be and is hereby authorized to enter into the Merger, the French Merger Agreement be executed by any officer or director on behalf of Bleichroeder Surviving Corporation and any officer, director or authorized service provider of Bleichroeder Surviving Corporation be authorized to file the French Merger Agreement, together with any supporting documentation, for registration with the Registre du Commerce et des Sociétés and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger;

(d)    the amended and restated articles of association of New Pasqal (“New Pasqal Articles of Association”) and the New Pasqal Board Internal Regulations (the “New Pasqal Board Internal Regulations”) to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively (together, the “Proposed Governing Documents”), be in the form attached to the French Merger Agreement with effect from the effective time of the Merger;

(e)     the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, all filing and publication in relation to the Merger and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects; and

(f)     the delegation of power to the board of directors of Bleichroeder Surviving Corporation to effect the Merger.”

(4)    Proposal No. 4 — The Governing Documents Proposal: to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the Proposed Governing Documents, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the closing of the Business Combination (the “Closing,” and the proposal, the “Governing Documents Proposal”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the amended and restated articles of association of New Pasqal and the New Pasqal Board Internal Regulations to be

in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively, be authorized, approved and adopted in all respects as the governing documents of New Pasqal, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the closing of the Business Combination.”

(5)    Proposal No. 5 — The Advisory Governing Documents Proposals: upon four separate proposals to approve on an advisory, non-binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals (collectively, the “Advisory Governing Documents Proposals”) the material differences between the Proposed Governing Documents and the existing amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026 (the “Existing Governing Documents”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as four separate ordinary resolutions on a non-binding and advisory basis only, subject to the passing of each of the other Condition Precedent Proposals, that the following governance provisions contained in the Proposed Governing Documents be and are hereby approved and adopted:

(a)     Advisory Governing Documents Proposal 5A:    Under the Proposed Governing Documents, directors of New Pasqal would be appointed by shareholders through ordinary resolution, and the New Pasqal Board would have the ability to fill vacancies arising from death, resignation, or removal between shareholder meetings, subject to ratification at the next meeting;

(b)    Advisory Governing Documents Proposal 5B:    The Proposed Governing Documents would eliminate the advance notice procedures and defaults to French laws, which allows shareholders holding a minimum percentage of share capital (starting at 5%) to request that draft resolutions be added to the meeting agenda, subject to statutory filing requirements generally no later than 25 days before the meeting.

(c)     Advisory Governing Documents Proposal 5C:    The New Pasqal Articles of Association would change the company name of New Pasqal from “Bleichroeder Acquisition France Merger Sub 2” to “Pasqal Holding SA”.

(d)    Advisory Governing Documents Proposal 5D:    The New Pasqal Articles of Association would remove certain provisions related to Bleichroeder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.”

(6)    Proposal No. 6 — The Director Election Proposal: to approve by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the Proposed Governing Documents, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (the “Director Election Proposal”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, that the nine persons listed below be elected to serve terms on New Pasqal’s board of directors effective as of the Effective Time as set forth in the Proposed Governing Documents or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:

Dr. Wasiq Bokhari

Alain Aspect

Georges-Olivier Reymond

Michel Combes

Barbara Dalibard

Kathy Savitt

[•]

[•]

[•]”   

(7)    Proposal No. 7 — The Incentive Plan Proposal: to approve by an ordinary resolution, for the purposes of complying with the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and subject to the passing of each of the other Condition Precedent Proposals, a new long-term incentive plan, a copy of which is attached to this proxy statement/prospectus as Annex I, which will be approved by the New Pasqal Board (the “Incentive Plan”) and will provide for awards for a number of New Pasqal ordinary shares, par value €       per share (the “New Pasqal Ordinary Shares”), of up to ten percent (10%) of the aggregate number of New Pasqal Ordinary Shares issued and outstanding immediately after the Closing on a fully diluted and as-converted basis (after giving effect to redemptions by public shareholders (as defined below), if any) (the “Incentive Plan Proposal”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adoption of the Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be approved in all respects.”

(8)    Proposal No. 8 — The Share Issuance Proposal: to approve by an ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), and subject to the passing of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares (the “Senior Unsecured Convertible Bonds”), (ii) warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing (the “Investment Warrants”), (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants (the “Share Issuance Proposal,” and together with the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal, the “Condition Precedent Proposals”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable Nasdaq Listing Rules, the issuance of (i) senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares, (ii) warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing, (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants be and are hereby approved.”

(9)    Proposal No. 9 — The Adjournment Proposal: to approve by an ordinary resolution, the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (the “Adjournment Proposal”);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or

amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved.”

Each of the Condition Precedent Proposals, the Advisory Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal (collectively, the “Transaction Proposals”) is more fully described in the accompanying proxy statement/prospectus, which we urge each Bleichroeder shareholder to review carefully.

Only holders of record of Bleichroeder’s Class A ordinary shares, par value $0.0001 per share (“Bleichroeder Class A Ordinary Shares”), and Class B ordinary shares, par value $0.0001 per share (“Bleichroeder Class B Ordinary Shares,” together with the Bleichroeder Class A Ordinary Shares, the “Bleichroeder Ordinary Shares”), at the close of business on [•], 2026 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The accompanying proxy statement/prospectus and accompanying proxy card are being provided to Bleichroeder’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all Bleichroeder’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 25 of the accompanying proxy statement/prospectus.

The board of directors of Bleichroeder (the “Bleichroeder Board”) and the special committee of the Bleichroeder Board (the “Special Committee”) took into account the draft opinion of Newbridge Securities Corporation (“Newbridge”), rendered on February 25, 2026 to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Business Combination is fair, from a financial point of view, to the Bleichroeder shareholders (other than the Sponsor).

After careful consideration, the Bleichroeder Board and the Special Committee have each unanimously (i) determined that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approved and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determined that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in Bleichroeder’s organizational documents, and (iv) recommended that shareholders of Bleichroeder vote “FOR” each of the Transaction Proposals. When you consider the recommendation of these proposals by the board of directors of Bleichroeder, you should keep in mind that Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Related to Bleichroeder and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus” in the accompanying proxy statement/prospectus for a further discussion of these considerations.

Pursuant to the Existing Governing Documents, each holder of Bleichroeder Class A Ordinary Shares, who is not Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (the “Sponsor”), a shareholder of Bleichroeder immediately prior to its initial public offering, a member of Bleichroeder’s management team, or a member of the Bleichroeder Board of Directors (the “Bleichroeder Board”), may request that Bleichroeder redeem all or a portion of its Bleichroeder Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the trust account (the “Trust Account”) calculated as of two business days prior to the consummation of the Business Combination, including

interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”), for any public shares to be redeemed only if you:

(i)     hold public shares, whether you are a record holder or hold your shares in “street name,”

(ii)    elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares;

(iii)   timely submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address; and

(iv)   timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DWAC (Deposit/Withdrawal At Custodian) system of the Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.

If the Business Combination is approved and consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Bleichroeder will redeem such public shares for the Redemption Price. For illustrative purposes, as of [•], 2026, this would have amounted to approximately $[•] per issued and outstanding public share.

If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See the section entitled “The Extraordinary General Meeting of Bleichroeder Shareholders — Redemption Rights” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.

Notwithstanding the foregoing redemption rights, the Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without Bleichroeder’s prior consent. There will be no redemption rights with respect to Bleichroeder’s warrants.

The Sponsor, which directly owns 9,583,333 Bleichroeder Class B Ordinary Shares (the “Founder Shares”), and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “Sponsor Letter Agreement”) to, among other things, (i) vote all of the Founder Shares and all shares they acquired prior to the announcement of the Business Combination in favor of

the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Condition Precedent Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

Consideration Received by the Sponsor and its Affiliates: In connection with the Business Combination, the Sponsor will receive (i) 9,583,333 shares of New Pasqal Ordinary Shares upon the conversion of 9,583,333 Founder Shares, which were initially purchased in a private placement prior to the initial public offering of Bleichroeder (the “IPO”) for an aggregate consideration of $25,000 and (ii) 5,000,000 warrants issued by New Pasqal to purchase up to 5,000,000 New Pasqal Ordinary Shares, upon the exchange for 5,000,000 private placement warrants. The Sponsor and the underwriters of IPO, in a private placement that closed concurrently with the IPO, purchased in aggregate 7,750,000 private placement warrants for an aggregate purchase price of $7,750,000. Of those 7,750,000 private placement warrants, the Sponsor purchased 5,000,000 private placement warrants and the underwriters purchased 2,750,000 private placement warrants. Each such private placement warrant will be exchanged for one warrant of New Pasqal to purchase one New Pasqal Ordinary Share in connection of the Business Combination. Inflection Point Fund I LP (in whose general partner Mr. Gundlach has, individually and through affiliates, a non-voting, non-controlling indirect financial interest) has an indirect interest in 1,000,000 of the private placement warrants and 2,000,000 Founder Shares for its membership interest in the Sponsor. Science & Technology Partners, L.P. (“STP”) also holds an indirect interest in 1,000,000 of the private placement warrants and 2,000,000 Founder Shares, through its membership interest in the Sponsor. See the section entitled “Questions and Answers — Who is our Sponsor?” The warrants to be issued by New Pasqal in exchange for the private placement warrants will have an exercise price of $11.50 per warrant, subject to adjustment. Such warrants may become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once these warrants become exercisable, such exercise may further dilute your interests in the company. See the section entitled “Risk Factors — Existing shareholders will experience significant dilution as a result of the Business Combination and related transactions, and the market price of its ordinary shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.” in the accompanying proxy statement/prospectus for a detailed description.

Bleichroeder pays MJP Advisory Group LLC (“MJP”), an affiliate of Bleichroeder’s Chief Operating Officer and current Chief Executive Officer, $18,000 per month plus out-of-pocket expenses for his services as Chief Operating Officer, pursuant to an advisory agreement. 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 shall be payable under such agreement. For more details, see the section entitled “Certain Relationships and Related Party Transactions — Services Agreement.”

As of the date of this proxy statement/prospectus, other than the service fee payable to MJP, no compensation of any kind, including finder’s and consulting fees, has been paid to the Sponsor, members of our management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. Additionally, these entities or individuals may be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed. The reimbursement of expenses and advances and the securities issued to the Sponsor and Inflection Point Fund may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See the sections titled “Dilution”, “Summary of the Proxy Statement/Prospectus — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Consideration Received by the Sponsor and its Affiliates”.

Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Bleichroeder’s officers and directors, Pasqal’s officers and directors and (ii) unaffiliated security holders of Bleichroeder. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Bleichroeder’s directors and officers and the compensation of the Sponsor

and its affiliates in connection with the Business Combination. Pasqal’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the Bleichroeder shareholders and rights holders generally. “Summary of the Proxy Statement/Prospectus — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Consideration Received by the Sponsor and its Affiliates”.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please return your proxy form as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your Bleichroeder Ordinary Shares, please contact [•], Bleichroeder’s proxy solicitor, by calling [•], or banks and brokers can call collect at [•], or by emailing [•].

Thank you for your participation. We look forward to your continued support.

This proxy statement/prospectus is dated, and is first being mailed to shareholders of Bleichroeder on or about that date.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

BLEICHROEDER ACQUISITION CORP. II

1345 Avenue of the Americas, Fl 47

New York, New York 10105

(212) 984-3835

Dear Shareholders of Bleichroeder Acquisition Corp. II:

We cordially invite you to attend an extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Bleichroeder”), to be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026 (the “Existing Governing Documents”), the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201. To attend and participate in the extraordinary general meeting virtually, you must register at www.[•], which is referred to in the accompanying proxy statement/prospectus and on the Bleichroeder meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting.

At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “Business Combination Proposal,” to approve by an ordinary resolution, the entry into and execution of the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 26, 2026, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Reincorporation Merger (as defined below) and the Merger (as defined below) (the “Business Combination”), by and among Bleichroeder, Bleichroeder Acquisition France Merger Sub 2, a French société anonyme and subsidiary of Bleichroeder (“Merger Sub”), and Pasqal Holding SAS, a French société par actions simplifiée (the “Legacy Pasqal”), copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1. The Business Combination Agreement provides that, among other things, (i) Bleichroeder will merge with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub continuing as the surviving company (“Bleichroeder Surviving Corporation”), and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act (the “Reincorporation Merger Effective Time”), and in accordance with applicable French laws, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “Merger” and, together with the Reincorporation Merger, the “Mergers”), with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal (“New Pasqal”).

As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the closing of the Business Combination (the “Closing”) will occur as follows:

First, the parties to the Business Combination Agreement will, pursuant to the terms and conditions therein, effect the Reincorporation Merger by executing and filing the reincorporation plan of merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “Reincorporation Plan of Merger”), including the annexures thereto, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, with the Registrar of Companies in the Cayman Islands. At the Reincorporation Merger Effective Time and immediately following the unit separation of Bleichroeder’s units (as described in the proxy statement/prospectus) (the “Unit Separation”):

•        each issued and outstanding (i) 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 (x) any shares in respect of which dissenters’ rights have been validly exercised, (y) any shares held directly or indirectly in the treasury of Bleichroeder or any Bleichroeder Class A Ordinary Share held by any direct or indirect wholly owned subsidiary of Bleichroeder immediately prior to the Reincorporation Merger Effective Time (the “Treasury Shares”), and any (z) Bleichroeder

Class A Ordinary Share held by a holder who has validly exercised its redemption rights (“Redeeming Shares”), and (ii) Class B ordinary share, par value $0.0001 per share (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 ordinary share, par value €         per share, of Bleichroeder Surviving Corporation (the “Bleichroeder Surviving Corporation Ordinary Share”);

•        each issued and outstanding warrant to purchase Bleichroeder Class A Ordinary Shares (each, a “Bleichroeder Warrant”), including the Bleichroeder Warrants held as a result of the Unit Separation, will cease separate existence and trading and will be converted into a warrant to purchase one Bleichroeder Surviving Corporation Ordinary Share (each, a “Bleichroeder Surviving Corporation Warrant”);

•        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 the terms of the Existing Governing Documents;

•        each Treasury Share will be cancelled and extinguished without any conversion thereof or payment therefor; and

•        the one issued and outstanding ordinary share, par value €10 per share, of Merger Sub owned by Bleichroeder will be cancelled and no consideration shall be delivered therefor.

As soon as practicable following the Reincorporation Merger Effective Time and in accordance with French laws, Legacy Pasqal will merge with Bleichroeder Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance with the applicable provisions of the French Commercial Code, including Articles L. 236-1 et seq. At the effective time of the Merger (the “Merger Effective Time”), Legacy 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 all the rights and obligations of Legacy Pasqal, and, among other things:

•        each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value €0.10 per share, of Legacy Pasqal, (iii) “Class A” ordinary share, €0.10 per share, of Legacy Pasqal, (iv) “Class B” ordinary share, €0.10 per share, of Legacy Pasqal, and (v) “Class C” ordinary share, €0.10 per share, of Legacy Pasqal, will be exchanged for Bleichroeder Surviving Corporation Ordinary Share (hereinafter referred to as the “New Pasqal Ordinary Shares”) using an exchange ratio of 24.01 (the “Exchange Ratio”) calculated in accordance with the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and in accordance with the requirements of French laws to be entered into in connection with the Merger (the “French Merger Agreement”) by dividing the value of a Legacy Pasqal share by the value of a Bleichroeder Surviving Corporation share (i.e., $10 per share). The value of a Legacy Pasqal share is obtained by dividing the pre-transaction equity valuation of Legacy Pasqal of $2,000,000,000 (the “Pre-Transaction Equity Valuation”) by the total number of Legacy Pasqal shares outstanding on a non-fully diluted basis, or 8,330,989 shares. Under French law, the merger of Legacy Pasqal into Bleichroeder Surviving Corporation is structured as a fusion-absorption governed by the French Commercial Code, and the exchange ratio (parité d’échange) is derived from the valeur réelle (real or fair value) of Legacy Pasqal as a going concern, determined on the basis of a multi-criteria valuation negotiated at arm’s length. An independent merger appraiser (commissaire à la fusion), appointed by court order, will verify that the relative values attributed to the shares are appropriate and that the exchange ratio is fair, and such Exchange Ratio is accordingly subject to change; and

•        each issued and outstanding equity warrant governed by French laws (bons de souscription de parts de créateur d’entreprise) of Legacy Pasqal (“Rollover BSPCEs”) will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Ordinary 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 Rollover BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period and expiration date), except as otherwise provided by the French Merger Agreement, or as required by applicable law.

Following the Merger Effective Time, the Bleichroeder Surviving Corporation Ordinary Shares will be referred to as “New Pasqal Ordinary Shares” and the Bleichroeder Surviving Corporation Warrants will be referred to as “New Pasqal Warrants.”

Financing for the Business Combination

The Business Combination is expected to be financed through a combination of (i) funds remaining in the trust account that holds a portion of the proceeds of Bleichroeder’s initial public offering and the concurrent sale of the private placement warrants (the “Trust Account”), following the exercise of all Bleichroeder shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing (as defined below), and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future subscription purchase agreements or similar to be entered into prior to the consummation of the Business Combination.

In connection with the transactions contemplated by the Business Combination Agreement, Bleichroeder, Merger Sub and certain investors (the “Investors”) entered into a securities purchase agreement, dated as of March 4, 2026 and as amended on May 23, 2026 (as it may be further amended, restated or otherwise modified, the “March 2026 SPA”), pursuant to which Investors have agreed, among other things subject to certain conditions, to subscribe for $312.5 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares (the “Senior Unsecured Convertible Bonds”) and receive warrants to subscribe up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at an exercise price of $12.00 per New Pasqal Ordinary Share at the Closing, subject to adjustments provided in the March 2026 SPA (each, an “Investment Warrant”), for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount in a private placement (the “March 2026 Financing”). Each of the Investment Warrants will be immediately exercisable upon issuance and will expire five years from the date of Closing. The closing of the March 2026 Financing shall occur substantially concurrent with the Closing.

It is anticipated that, of the issued and outstanding New Pasqal Ordinary Shares upon completion of the Business Combination, Bleichroeder Sponsor 2 LLC (the “Sponsor”), and its affiliates will own approximately 3.6%, shareholders of Legacy Pasqal will own approximately 75.7%, the Investors (other than the Sponsor’s affiliates) will own approximately 9.9% and our public shareholders will own approximately 10.9%, respectively, of the issued and outstanding New Pasqal Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of the public shareholders exercise their redemption rights. These percentages do not include any transactions that may be entered into after the date hereof or any exercise or conversion of the New Pasqal Warrants. If any of the public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “Summary of the Proxy Statement/Prospectus — Ownership of New Pasqal Upon Completion of the Business Combination” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

In addition to the Business Combination Proposal, you will also be asked to consider, vote upon and approve: (a) by a special resolution, among other things the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto (the “Reincorporation Merger Proposal”), (b) by a special resolution, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “Merger Proposal”), (c) by a special resolution, the adoption of the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively (the “Governing Documents Proposal”), (d) upon four separate proposals on an advisory, non-binding basis by an ordinary resolution, the material differences between the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively, and the Existing Governing Documents (the “Advisory Governing Documents Proposals”), (e) by an ordinary resolution, the appointment of certain directors of New Pasqal with effect from the Closing (the “Director Election Proposal”), (f) by an ordinary resolution, a new equity incentive plan, a

copy of which is attached to this proxy statement/prospectus as Annex I (the “Incentive Plan Proposal”), (g) by an ordinary resolution, the issuance of Senior Unsecured Convertible Bonds, the Investment Warrants, New Pasqal Ordinary Shares underlying the foregoing and New Pasqal Ordinary Shares to be issued to the shareholders of New Pasqal in connection with the Business Combination (the “Share Issuance Proposal,” and the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, and the Incentive Plan Proposal, the “Condition Precedent Proposals”), and (h) an adjournment proposal, as an ordinary resolution, to approve the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (the “Adjournment Proposal,” and together with the Condition Precedent Proposals, the Advisory Governing Documents Proposals, the Director Election Proposal, and the Incentive Plan Proposal, the “Transaction Proposals”). Each of the Transaction Proposals is more fully described in the accompanying proxy statement/prospectus, which each Bleichroeder shareholder is encouraged to read carefully and in its entirety.

The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting 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 transaction contemplated, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved.

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including subscription agreements in connection with the transactions contemplated thereby (each as defined in the accompanying proxy statement/prospectus). See the section entitled “Certain Agreements Related to the Business Combination” in the accompanying proxy statement/prospectus for more information.

Under the Business Combination Agreement, the Closing is subject to a number of customary closing conditions, including but not limited to, that the Condition Precedent Proposals be approved by the applicable requisite vote of the Bleichroeder’s and Legacy Pasqal’s shareholders, respectively, and that New Pasqal have access to no less than $150,000,000 (prior to the payment of any transaction expenses), from (i) funds remaining in the Trust Account following the exercise of public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination, but excluding, for the avoidance of doubt, the series C equity raise closed by Legacy Pasqal on February 27, 2026 (the “Legacy Pasqal Series C Equity Raise”). If any of the conditions to Legacy Pasqal’s obligation to consummate the Business Combination are not satisfied, then Legacy Pasqal will not be required to consummate the Business Combination.

Bleichroeder Class A Ordinary Shares and the warrants entitling the holders thereof to purchase Bleichroeder Class A Ordinary Shares as part of the units offered by Bleichroeder in the initial public offering (the “public warrants”) are currently listed on Nasdaq under the symbols “BBCQ” and “BBCQW”, respectively. Certain of Bleichroeder Class A Ordinary Shares and public warrants currently trade as units consisting of one Bleichroeder Class A Ordinary Share and one-third of one redeemable warrant, and are listed on Nasdaq under the symbol “BBCQU”. Following the Closing, the New Pasqal Ordinary Shares and New Pasqal Warrants are intended to be listed, subject to Nasdaq approval, under the proposed symbols “PSQL” and “PSQLW”, respectively. New Pasqal intends to apply for listing the New Pasqal Ordinary Shares and New Pasqal Warrants on Nasdaq under the name “Pasqal Holding SA” to be effective at the time of the consummation of the Business Combination. New Pasqal will not have units traded following consummation of the Business Combination.

It is important for you to know that, at the time of Bleichroeder’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Pasqal Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Pasqal Ordinary Shares would not be listed on any nationally recognized securities exchange.

Within the twelve months following the consummation of the Business Combination, New Pasqal shall use its reasonable best efforts to dual-list on Nasdaq and the Euronext N.V. Paris (“Euronext”), subject to market conditions. In connection with such listing, New Pasqal may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.

Bleichroeder is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and consequently, following the Business Combination, New Pasqal will be an “emerging growth company.” As such, New Pasqal has elected to comply with certain reduced public company reporting requirements.

Pursuant to the Existing Governing Documents, each holder of Bleichroeder Class A Ordinary Shares who is not the Sponsor, a shareholder of Bleichroeder immediately prior to its initial public offering, a member of the Bleichroeder’s management team, or a member of the board of directors of Bleichroeder (the “Bleichroeder Board”) may request that Bleichroeder redeem all or a portion of its Bleichroeder Class A Ordinary Shares (such shares, the “public shares” and such holders the “public shareholders”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”), for any public shares to be redeemed only if you:

(i)     hold public shares, whether you are a record holder or hold your shares in “street name,”

(ii)    elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares;

(iii)   timely submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address; and

(iv)   timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.

If the Business Combination is approved and consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Bleichroeder will redeem such public shares for the Redemption Price. For illustrative purposes, as of [•], 2026, this would have amounted to approximately $[•] per issued and outstanding public share.

If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See “The Extraordinary General Meeting of Bleichroeder Shareholders — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.

Notwithstanding the foregoing redemption rights, Bleichroeder’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent. There will be no redemption rights with respect to Bleichroeder’s warrants.

The Sponsor, which directly owns 9,583,333 Bleichroeder Class B Ordinary Shares (the “Founder Shares”), and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “Sponsor Letter Agreement”) to, among other things, (i) vote all of their Founder Shares and all shares they acquire prior to the announcement of the Business Combination in favor of the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, BLEICHROEDER’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

In addition, if the Business Combination is consummated, New Pasqal, the Sponsor and certain other shareholders will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”) that will amend and restate the Bleichroeder’s current Registration Rights Agreement, dated as of January 7, 2026, in its entirety, as of the Closing. Pursuant to the A&R Registration Rights Agreement, New Pasqal will agree to file with the SEC a resale shelf registration statement covering the resale of all Registrable Securities (as defined in the A&R Registration Rights Agreement) no later than 30 business days following the Closing and use commercially reasonable efforts to cause the resale shelf registration statement to be declared effective as soon as practicable after filing thereof, but in no event later than the earlier of (i) the 90th calendar day (or the 120th calendar day if the SEC notifies New Pasqal that it will “review” the resale shelf registration statement) after the Closing Date and (ii) the tenth (10th) business day after the date New Pasqal is notified by the SEC that the resale shelf registration statement will not be reviewed or will not be the subject of further review. Subject to certain customary exceptions, at any time and from time to time, holders with registration rights having a reasonably anticipated gross aggregate offering price of at least $25,000,000 of the then-outstanding Registrable Securities may make a written demand for underwritten and other shelf take-downs. Additionally, the holders of Registrable Securities will be able to make a written demand for registration under the Securities Act of 1933, as amended, of all or a portion of their Registrable Securities, subject to certain limitations so long as such demand includes a number of Registrable Securities with a reasonably anticipated gross aggregate offering price of at least $25 million. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New Pasqal shall not be required to conduct more

whether a quorum is present at the extraordinary general meeting. Accordingly, your failure to vote by proxy or to vote in person at the extraordinary general meeting will have no effect on the outcome of the vote on any of the proposals presented at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and will have no effect on any of the proposals. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

On behalf of the Bleichroeder Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to shareholders on or about [•], 2026.

TABLE OF CONTENTS

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*        To be filed by amendment.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by Bleichroeder Acquisition France Merger Sub 2 (File No. 333-[•]) and the co-registrants hereto, constitutes a prospectus of Bleichroeder Acquisition France Merger Sub 2 under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the New Pasqal Ordinary Shares to be issued under the Business Combination Agreement if the Business Combination described herein is consummated.

This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the extraordinary general meeting of Bleichroeder shareholders at which Bleichroeder shareholders will be asked to consider and vote upon, proposals to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.

Pursuant to the Business Combination Agreement, among other things, (i) Bleichroeder will merge with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub continuing as the surviving company (“Bleichroeder Surviving Corporation”), and (ii) as promptly as practicable after the Reincorporation Merger and in accordance with French Law, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “Merger” and, together with the Reincorporation Merger, the “Mergers”), with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal (“New Pasqal”).

FINANCIAL STATEMENT PRESENTATION

Pasqal SAS

The audited consolidated financial statements of Pasqal SAS as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are included elsewhere in this proxy statement/prospectus.

Legacy Pasqal

On February 28, 2026, Pasqal SAS effected an internal reorganization (the “Pasqal Reorganization”), pursuant to which Pasqal SAS became a wholly owned subsidiary of Legacy Pasqal and the existing shareholders of Pasqal SAS became shareholders of Legacy Pasqal. Upon consummation of the Mergers, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, referred to herein as New Pasqal. Prior to the consummation of the Mergers, Legacy Pasqal has no material assets or operating activities outside of those of Pasqal SAS. Accordingly, no financial statements of Legacy Pasqal have been included in this proxy statement/prospectus.

Bleichroeder

The audited consolidated financial statements of Bleichroeder are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “US$” and “U.S. dollar” each refer to the United States dollar, and “euro” or “€” refers to the currency established for participating member states of the European Union (“E.U.”) as of the beginning of stage three of the European Monetary Union on January 1, 1999.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Legacy Pasqal competes, as well as Legacy Pasqal’s statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to Legacy Pasqal’s business and markets. Such information is supplemented where necessary with Legacy Pasqal’s own internal estimates, taking into account publicly available information about other industry participants and the judgment of Legacy Pasqal’s management where information is not publicly available. This information appears in the section entitled “Information about Legacy Pasqal” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Bleichroeder and Legacy Pasqal (and its subsidiaries) own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but such references are not intended to indicate, in any way, that we or the owners thereof will not assert, to the fullest extent under applicable law, our or their rights to these trademarks, trade names and service marks.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires:

•        the term “Legacy Pasqal” means Pasqal Holding SAS, a French société par actions simplifiée, and its consolidated subsidiaries;

•        the term “Bleichroeder” means Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company;

•        the term “Merger Sub” means Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France, of which Bleichroeder owns substantially all of the outstanding share capital prior to the Reincorporation Merger;

•        the term “Bleichroeder Surviving Corporation” means Merger Sub as the surviving company following the Reincorporation Merger and prior to the Merger; and

•        the term “New Pasqal” means Bleichroeder Surviving Corporation, société anonyme, following the merger of Legacy Pasqal with Bleichroeder Surviving Corporation, and its consolidated subsidiaries.

All references to “we,” “us” or “our” refer to Bleichroeder, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal” and “Information About Legacy Pasqal”, as indicated therein, in which case, “we,” “us,” or “our” refer to Legacy Pasqal prior to the consummation of the Business Combination, which will be the business of New Pasqal and its consolidated subsidiaries following the consummation of the Business Combination.

In this proxy statement/prospectus:

“Adjournment Proposal” means a proposal to approve by an ordinary resolution the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting, see the section entitled “The Adjournment Proposal”.

“Advisory Governing Documents Proposals” means the four separate proposals to approve on an advisory, non-binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals the material differences between the Proposed Governing Documents and the Existing Governing Documents, see the section entitled “The Advisory Governing Documents Proposals”.

“A&R Registration Rights Agreement” means the agreement to be entered into by New Pasqal, the Sponsor, and certain other shareholders concurrently with the Closing, pursuant to which that certain Registration Rights Agreement, dated as of January 7, 2026, shall be amended and restated in its entirety, as of the Closing, a copy of which is attached to this proxy statement/prospectus as Annex G.

“Bleichroeder Board” means the board of directors of Bleichroeder, from time to time.

“Bleichroeder Class A Ordinary Shares” means Bleichroeder’s Class A ordinary shares, par value $0.0001 per share.

“Bleichroeder Class B Ordinary Shares” means Bleichroeder’s Class B ordinary shares, par value $0.0001 per share.

“Bleichroeder Ordinary Shares” means the Bleichroeder Class A Ordinary Shares and the Bleichroeder Class B Ordinary Shares.

“Bleichroeder Securities” means the Bleichroeder Class A Ordinary Shares and Bleichroeder Warrants.

“Bleichroeder shareholders” means the holders of Bleichroeder Ordinary Shares.

“Bleichroeder Surviving Corporation Ordinary Share” means an ordinary share, par value €           per share, of Bleichroeder Surviving Corporation.

“Bleichroeder Surviving Corporation Warrant” means a warrant to purchase a Bleichroeder Surviving Corporation Ordinary Share.

“Bleichroeder Warrants” means the public warrants and the private placement warrants.

“Bleichroeder warrant holders” means holders of the public warrants and the private placement warrants.

“broker non-vote” means the failure of a Bleichroeder shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“BM2” means Bleichroeder Manager 2 LLC, the managing member of the Sponsor.

“Bpifrance” or “BPI” means Bpifrance, a French société anonyme, having its registered office at 27-31, avenue du Général Leclerc, 94700 Maisons-Alfort, France.

“Business Combination” means the Mergers and the other transactions contemplated by the Business Combination Agreement and the additional agreements related thereto, collectively.

“Business Combination Agreement” means Agreement and Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex A, entered into on February 28, 2026, by and among Bleichroeder, Merger Sub and Legacy Pasqal, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger entered into on May 26, 2026, a copy of which is attached to this proxy statement/prospectus as Annex A-1 and as may be further amended, supplemented or otherwise modified from time to time.

“Business Combination Proposal” means the proposal to approve by an ordinary resolution subject to the passing of each of the other Condition Precedent Proposals the entry into, execution, and adoption of the Business Combination Agreement and the transactions contemplated thereby, by and among Bleichroeder, Merger Sub, and Legacy Pasqal, copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, see the sections entitled “The Business Combination Proposal” and “The Business Combination Agreement.”

“Business Day” means any day other than a Saturday, a Sunday or a legal holiday on which commercial banking institutions in New York, New York, the Cayman Islands, or Paris, France are authorized or required by applicable law to close for business.

“Cayman Registrar” means the Registrar of Companies of the Cayman Islands.

“Clear Street” means Clear Street LLC.

“Closing” means the consummation of the Business Combination, including the transactions contemplated by the Business Combination Agreement.

“Closing Date” means the date to which the Business Combination, including the transactions contemplated by the Business Combination Agreement, are consummated.

“Co-Founders” means Michel Combes and Andrew Gundlach, Bleichroeder’s Executive Chairman of the Bleichroeder Board, and each a member of Bleichroeder’s Sponsor.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Cohen” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.

“coherence” means the ability of a quantum system to maintain a well-defined phase relationship between different states in a superposition (when qubits are in multiple states at the same time).

“Cayman Companies Act” means the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time.

“Completion Window” means the period of time in which Bleichroeder has to complete its initial business combination pursuant to the terms of the Existing Governing Documents, which is the date that is within 24 months from the closing of its IPO, or (i) such earlier liquidation date as the Bleichroeder Board may approve or (ii) such later date as Bleichroeder shareholders may approve.

“Condition Precedent Proposals” means the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.

“Continental” means Continental Stock Transfer & Trust Company.

“Designation Right” means the right to designate one IP Nominee to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal Board at the Closing under the Business Combination Agreement.

“Director Election Proposal” means the proposal to approve by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the New Pasqal Articles of Association, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, see the section entitled “The Director Election Proposal”.

“DTC” means the Depository Trust Company.

“entanglement” means a fundamental phenomenon where two or more quantum bits (qubits) become interconnected and instantly correlated with the state of each other, regardless of the distance between them. This unique linkage enables quantum systems to represent and manipulate complex correlations in data.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the exchange ratio of 24.01 calculated in accordance with the French Merger Agreement by dividing the value of a Legacy Pasqal share by the value of a Bleichroeder Surviving Corporation share (i.e., $10 per share). The value of a Legacy Pasqal share is obtained by dividing the Pre-Transaction Equity Valuation of Legacy Pasqal of $2,000,000,000 by the total number of Legacy Pasqal shares outstanding on a non-fully diluted basis, or 8,330,989 shares. Under French law, the merger of Legacy Pasqal into Bleichroeder Surviving Corporation is structured as a fusion-absorption governed by the French Commercial Code, and the exchange ratio (parité d’échange) is derived from the valeur réelle (real or fair value) of Legacy Pasqal as a going concern, determined on the basis of a multi-criteria valuation negotiated at arm’s length. An independent merger appraiser (commissaire à la fusion), appointed by court order, will verify that the relative values attributed to the shares are appropriate and that the exchange ratio is fair, and such Exchange Ratio is accordingly subject to change.

“Existing Governing Documents” means the amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026.

“Euronext” means Euronext N.V. Paris.

“extraordinary general meeting” means the extraordinary general meeting of Bleichroeder to be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the Existing Governing Documents, the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201.

“Effective Time” means the time at which the Business Combination becomes effective.

“E.U.” means the European Union.

“Fairness Opinion” means the fairness opinion from Newbridge dated February 28, 2026, a copy of which is attached to the accompanying proxy statement/prospectus as Annex J.

“fault-tolerant quantum computing” means quantum computing that operates reliably even in the presence of errors, provided the error rate is below a certain threshold.

“fidelity” means the likelihood that a gate operation between two qubits is performed correctly without introducing errors.

“Founder Shares” means the 9,583,333 Bleichroeder Class B Ordinary Shares owned by the Sponsor.

“French Commercial Code” means the French Code de commerce.

“French Merger Agreement” means the draft merger agreement substantially in the form of Annex C hereto, in form and substance acceptable to Bleichroeder, Merger Sub and Bleichroeder Surviving Corporation and in accordance with the requirements of the French Commercial Code to be entered into in connection with the Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C.

“Governing Documents Proposal” means the proposal to approve by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the adoption of the Proposed Governing Documents to be in effect following the Business Combination, see the section entitled “The Governing Documents Proposal”.

“ICA (Canada)” means Investment Canada Act (Canada).

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

“Incentive Plan” means the 2026 Long-Term Incentive Plan of Pasqal Holding SA.

“Incentive Plan Proposal” means the proposal to approve by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the adoption of a new equity incentive plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I, see the section entitled “The Incentive Plan Proposal”.

“Inflection Point” means Inflection Point Fund I LP, in whose general partner Mr. Gundlach has, individually and through affiliates, a non-voting, non-controlling indirect financial interest.

“initial shareholders” means certain of Bleichroeder’s officers and directors, holders of Bleichroeder private placement warrants, and persons who, directly or indirectly, holds membership interests in the Founder Shares through the Sponsor via Inflection Point and STP.

“Investment” means the convertible financing by Legacy Pasqal and Bleichroeder with select key investors as evidenced by the March 2026 SPA.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Warrants” means the warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares to be issued pursuant to the March 2026 SPA immediately following the consummation of the Business Combination.

“Investment Warrants Terms and Conditions” means the Terms and Conditions (termes et conditions des bons de souscriptions d’actions) attached to New Pasqal’s shareholders decision issuing the Investment Warrants.

“IP Investors” means, in connection with the Investment provided for under the March 2026 SPA, those certain investors led by Inflection Point holding the Designation Right to designate one IP Nominee.

“IP Nominee” means the individual designated by the IP Investors to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal Board at the Closing under the Business Combination Agreement, in accordance with such IP Investors’ Designation Right.

“Investors” means the accredited investors party to the March 2026 SPA.

“IPO” means Bleichroeder’s initial public offering of units, consummated on January 9, 2026.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Legacy Pasqal Board” means the board of directors of Legacy Pasqal.

“Legacy Pasqal Series C Equity Raise” means the series C equity raise closed by Legacy Pasqal on February 27, 2026.

“management” or “management team” means the officers of Bleichroeder.

“March 2026 Financing” means the $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds convertible into New Pasqal Ordinary Shares and Investment Warrants for an aggregate purchase price of $250.0 million to be issued pursuant to the March 2026 SPA immediately following the closing of the Business Combination.

“Masse” means the holders of the Senior Unsecured Convertible Bonds who are organized as a group for the representation of their interests.

“March 2026 SPA” means the Securities Purchase Agreement, entered into on March 4, 2026 and amended on May 23, 2026 by and among Bleichroeder, Merger Sub and the Investors, as it may be amended, restated or otherwise modified from time to time.

“MC Advisory” means MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, one of our Co-Founders, is the manager).

“Merger” means the merger of Legacy Pasqal with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation surviving the merger and continuing as New Pasqal, the surviving company, pursuant to the French Merger Agreement and changing its name to “Pasqal Holding SA” or such other name to be selected by Legacy Pasqal.

“Mergers” means the Merger and the Reincorporation Merger.

“Merger Effective Time” means the date on which the board of Bleichroeder Surviving Corporation acknowledges the completion of the French Merger, or such later time as specified in or otherwise in accordance with the French Merger Agreement or the French Commercial Code.

“Merger Proposal” means a proposal, to approve, by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, see the section entitled “The Merger Proposal”.

“Nasdaq” means the Nasdaq Stock Market LLC.

“neutral atoms” refer to the modality that builds quantum systems by isolating, controlling and measuring atoms in a vacuum chamber using lasers, enabling long coherence times, high gate fidelities and precision sensing.

“Newbridge” means Newbridge Securities Corporation, the independent provider of the Fairness Opinion.

“New Pasqal Articles of Association” means the articles of association, as amended and restated, of New Pasqal that will be in effect following the Closing.

“New Pasqal Board” means the board of directors of New Pasqal, effective upon the Closing.

“New Pasqal Ordinary Shares” means ordinary shares, par value €         per share, of New Pasqal, formerly referred to as Bleichroeder Surviving Corporation Ordinary Shares prior to the Merger Effective Time.

“New Pasqal Warrants” means the public warrants, the private placement warrants, and the working capital loan warrants, if any, issued by Bleichroeder, to acquire Bleichroeder Class A Ordinary Shares (or Bleichroeder Surviving Corporation Ordinary Shares, as the case may be) that are outstanding immediately prior to the Effective Time and are governed by the terms of the Warrant Agreement, as converted in the Mergers such that they represent the right to acquire the same number of New Pasqal Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Reincorporation Merger Effective Time, and formerly referred to as Bleichroeder Surviving Corporation Warrants prior to the Merger Effective Time.

“New Pasqal Securities” means the New Pasqal Ordinary Shares and New Pasqal Warrants.

“New Pasqal Shareholders” means, the shareholders of New Pasqal.

“Pasqal Reorganization” means the internal reorganization pursuant to which Pasqal SAS and its subsidiaries became the wholly owned subsidiaries of Pasqal Holding SAS, a new holding company.

“PCAOB” means the Public Company Accounting Oversight Board.

“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“private placement warrants” means the warrants to purchase Bleichroeder Class A Ordinary Shares purchased by the Sponsor, Cohen and Clear Street in a private placement in connection with the IPO.

“PFIC” means a “passive foreign investment company” within the meaning of Section 1297(a) of the Code.

“Proposed Governing Documents” means the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to this proxy statement/prospectus as Annex H-1 and Annex H-2, respectively.

“prospectus” means the prospectus included in the Registration Statement on Form F-4 (Registration No. 333-[•]) filed with the SEC.

“public shares” means Bleichroeder Class A Ordinary Shares included in the units sold by Bleichroeder in its IPO.

“public shareholders” means the holders of public shares.

“public warrants” means the warrants included in the units sold in Bleichroeder’s IPO, each of which is exercisable for one Bleichroeder Class A Ordinary Share, in accordance with its terms.

“quantum advantage” means when a quantum device (e.g., quantum computer) outperforms the best-in-class classical device at a task.

“quantum computing” means computations that run simultaneously from qubits’ superposed states, which are manipulated with wave interference.

“qubits” means the basic unit of quantum information; unlike bits (0 or 1) used in classical computing, qubits can hold both values simultaneously.

“Redeeming Shares” means Bleichroeder Class A Ordinary Shares held by a holder who has validly exercised its redemption rights.

“Redemption Price” means a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares for any public shares to be redeemed pursuant to the Existing Governing Documents and the terms and conditions herein.

“redemption” means the redemption of public shares for cash pursuant to the Existing Governing Documents.

“Registrable Securities” has the meaning set forth in the A&R Registration Rights Agreement substantially in the form attached hereto as Annex G hereto.

“Reincorporation Merger” means the merger by which Bleichroeder will merge with and into Merger Sub in accordance with the Reincorporation Plan of Merger with Merger Sub continuing as the surviving entity, such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in the Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of the Cayman Companies Act and the French Code de commerce.

“Reincorporation Merger Effective Time” means the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act.

“Reincorporation Merger Proposal” means a proposal to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, among other things, the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, see the section entitled “The Reincorporation Merger Proposal”.

“Reincorporation Plan of Merger” means the plan of merger, a copy of which is attached to this proxy statement/prospectus as Annex B, including the annexures thereto, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, pursuant to which Bleichroeder will be merged with and into Merger Sub, following which Merger Sub will continue as the surviving company.

“Requisite Holders” means, 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, the affirmative vote or action of the Masse.

“Rollover BSPCEs” means each outstanding Legacy Pasqal BSPCE (bons de souscription de parts de créateur d’entreprise), which are French startup stock warrants that give employees the right to subscribe to shares at a predefined exercise price, that, at the Closing, will be assumed by New Pasqal and will grant the right to subscribe for New Pasqal Ordinary Shares, with the number of shares adjusted, as applicable, to reflect the exchange ratio set forth in the French Merger Agreement and as set forth in the allocation schedule to be delivered pursuant to the Business Combination Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Unsecured Convertible Bonds” means the $312.50 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares that the Investors have agreed, subject to certain conditions, to purchase, immediately following the consummation of the Business Combination, pursuant to the March 2026 SPA.

“Senior Unsecured Convertible Bonds Terms and Conditions” means 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.

“Share Issuance Proposal” means a proposal to approve, by an ordinary resolution, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635(a), (b) and (d), and subject to the approval of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) the Senior Unsecured Convertible Bonds, (ii) the Investment Warrants, (iii) New Pasqal Ordinary Shares to be issued to New Pasqal Shareholders in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants, see the section entitled “The Share Issuance Proposal”.

“Special Committee” means the committee comprised entirely of independent and disinterested directors of Bleichroeder formed to consider and negotiate the terms and conditions of the Business Combination and to recommend to the Bleichroeder Board whether to pursue the Business Combination and, if so, on what terms and conditions.

“Sponsor” means Bleichroeder Sponsor 2 LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the letter agreement, dated as of January 7, 2026, by and among Sponsor, Bleichroeder and its directors and officers pursuant to which the parties agreed to vote all of their Founder Shares in favor of the Business Combination and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions.

“STP” means Science & Technology Partners, L.P.

“superposition” means the potential for a qubit to be in a state of 0, 1, or in a quantum superposition of both 0 and 1 at the same time.

“Transaction Proposals” means the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal.

“transfer agent” means Continental, Bleichroeder’s transfer agent.

“Treasury Shares” means any shares held in the treasury of Bleichroeder.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the private placement warrants.

“units” means the 28,750,000 units issued in connection with the IPO, each of which consisted of one Bleichroeder Class A Ordinary Share and one-third of one redeemable public warrant.

“Unit Separation” means the separation of Bleichroeder’s units.

“Warrant Agreement” means that certain Warrant Agreement, dated as of January 7, 2026, by and between Bleichroeder and Continental, as warrant agent, as amended in connection with the Business Combination.

“Working Capital Loans” refer to $2,000,000 loans from the Sponsor to Bleichroeder at Closing.

“U.S. GAAP” means United States generally accepted accounting principles.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes statements that express Bleichroeder’s and Legacy Pasqal’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding the parties’ intentions, beliefs or current expectations concerning, among other things:

•        the ability to consummate the Business Combination;

•        the anticipated timing of the Business Combination;

•        costs related to the Business Combination;

•        the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of New Pasqal to grow and the ability of New Pasqal to retain its key employees;

•        New Pasqal’s projected financial performance, growth rate, innovations, and market opportunity, technology roadmap, including anticipated milestones and the timing thereof;

•        the expected benefits of the Business Combination and New Pasqal’s ability to maintain and enter into new contracts, awards and other relationships, including partnerships or collaborations with governments and government entities;

•        the initial listing of New Pasqal’s securities on Nasdaq and its ability to meet Nasdaq’s continued listing standards;

•        changes in New Pasqal’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        New Pasqal’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the completion of the Business Combination;

•        New Pasqal’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•        changes in applicable laws or regulations;

•        New Pasqal’s ability to execute its strategy while managing French State influence and complying with French law as well as applicable foreign laws;

•        expectations regarding the time during which New Pasqal will be an emerging growth company under the JOBS Act;

•        New Pasqal’s ability to raise financing in the future on terms acceptable to it, if at all;

•        New Pasqal’s estimates regarding expenses, future revenue, future capital requirements and sources and uses of cash; and

•        the highly competitive and rapidly evolving nature of the quantum computing industry in which New Pasqal will operate.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. Accordingly, forward-looking statements should not

be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to:

•        Those described in the section entitled “Risk Factors”;

•        other factors disclosed in this proxy statement/prospectus; and

•        other factors beyond New Pasqal, Legacy Pasqal or Bleichroeder’s control.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. New Pasqal, Legacy Pasqal and Bleichroeder will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Bleichroeder shareholders. We urge our shareholders to read carefully this entire proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Bleichroeder shareholders are being asked to consider and vote upon seven Condition Precedent Proposals, including a Business Combination Proposal, to approve, as an ordinary resolution and ratify, the entry into and execution of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, pursuant to which, among other things, (i) the Reincorporation Merger will occur, in which Bleichroeder will merge with Merger Sub, with Merger Sub continuing as the surviving company, and (ii) as promptly as practicable after the Reincorporation Merger Effective Time, the Merger will occur, in which Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, New Pasqal.

A copy of the Business Combination Agreement and its amendment are attached to this proxy statement/prospectus as Annex A and Annex A-1, and you are encouraged to read it in its entirety. This proxy statement/prospectus includes descriptions of the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, the additional agreements. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement attached to this proxy statement/prospectus.

This proxy statement/prospectus also provides for approval of the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal, as more fully described herein. The approval of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law or the Existing Governing Documents of Bleichroeder, being a resolution passed by a majority of at least two-thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Director Election Proposal, Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Governing Documents of Bleichroeder, being a resolution passed by a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.

Bleichroeder Class A Ordinary Shares and public warrants are currently listed on Nasdaq under the symbols “BBCQ” and “BBCQW”, respectively. Certain of Bleichroeder Class A Ordinary Shares and public warrants currently trade as units consisting of one Bleichroeder Class A Ordinary Share and one-third of one redeemable warrant, and are listed on Nasdaq under the symbol “BBCQU”. New Pasqal intends to apply for listing under the name “Pasqal Holding SA” or such other name selected by Legacy Pasqal to be effective at the time of the consummation of the Business Combination, of the New Pasqal Ordinary Shares and New Pasqal Warrants on Nasdaq. New Pasqal will not have units traded following consummation of the Business Combination.

Within the twelve months following the consummation of the Business Combination, New Pasqal shall use its reasonable best efforts to dual-list on Nasdaq and Euronext, subject to market conditions. In connection with such listing on Euronext, New Pasqal may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the Transaction Proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Pasqal with respect to the New Pasqal Ordinary Shares and the New Pasqal Warrants that it will issue in the proposed Business Combination.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

Q:     What matters will shareholders consider at the extraordinary general meeting?

A:     At the extraordinary general meeting Bleichroeder will ask its shareholders to consider and vote “FOR” each of the following proposals:

The Business Combination Proposal — to approve, by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the entry into, execution, and adoption of the Business Combination Agreement, its amendment, and the transactions contemplated thereby, by and among Bleichroeder, Merger Sub, and Legacy Pasqal, copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, see the sections entitled “The Business Combination Proposal” and “The Business Combination Agreement”;

The Reincorporation Merger Proposal — to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, among other things, the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, see the section entitled “The Reincorporation Merger Proposal”;

The Merger Proposal — to approve, by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, see the section entitled “The Merger Proposal”;

The Governing Documents Proposal — to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the adoption of the Proposed Governing Documents to be in effect following the Business Combination, see the section entitled “The Governing Document Proposal”;

The Advisory Governing Documents Proposals — the four separate proposals to approve on an advisory, non-binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals the material differences between the Proposed Governing Documents and the Existing Governing Documents, see the section entitled “The Advisory Governing Documents Proposals”;

The Director Election Proposal — to approve, by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the New Pasqal Articles of Association, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, see the section entitled “The Director Election Proposal”;

The Incentive Plan Proposal — to approve, by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the adoption of a new equity incentive plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I, see the section entitled “The Incentive Plan Proposal”;

The Share Issuance Proposal — to approve, by an ordinary resolution, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635(a), (b) and (d), and subject to the approval of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) the Senior Unsecured Convertible Bonds, (ii) the Investment Warrants, (iii) New Pasqal Ordinary Shares to be issued to New Pasqal Shareholders in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants, see the section entitled “The Share Issuance Proposal” and

The Adjournment Proposal — to approve, by an ordinary resolution, the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or

amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting, see the section entitled “The Adjournment Proposal”.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Share Issuance Proposal (collectively, the “Condition Precedent Proposals”).

For more information, please see the sections entitled “The Business Combination Proposal,” “The Reincorporation Merger Proposal,” “The Merger Proposal,” “The Governing Documents Proposal,” “The Advisory Governing Documents Proposals,” “The Director Election Proposal,” “The Incentive Plan Proposal,” “The Share Issuance Proposal” and “The Adjournment Proposal.”

Bleichroeder will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Bleichroeder shareholders should read it carefully and in its entirety.

Q:     What differences will there be between the Proposed Governing Documents and the Existing Governing Documents that shareholders will consider at the extraordinary general meeting?

A:     Bleichroeder’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New Pasqal given that Bleichroeder shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their public shares) hold New Pasqal Ordinary Shares subject to the Proposed Governing Documents. Bleichroeder shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals in connection with the material differences between the Existing Governing Documents and the Proposed Governing Documents:

Q:     Are any of the proposals conditioned on one another?

A:     Yes. The Closing is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal. If Bleichroeder does not consummate the Business Combination and fails to complete an initial business combination within 24 months from the closing of its IPO, or (i) such earlier liquidation date as the Bleichroeder Board may approve or (ii) such later date as Bleichroeder shareholders may approve (the “Completion Window”), Bleichroeder will be required to liquidate and dissolve.

Q:     Why is Bleichroeder proposing the Business Combination Proposal?

A:     Bleichroeder is a blank check company incorporated on August 27, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. While Bleichroeder may pursue an initial business combination in any industry, sector or geographic region, it focuses its efforts on North American and European businesses in disruptive growth sectors. Disruptive growth sectors may include companies within sectors that are being transformed via technology adoption, where Bleichroeder believes its management team’s operational and investment expertise will provide it with a competitive advantage. Bleichroeder is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. Bleichroeder has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination for evaluating acquisition opportunities. Bleichroeder has sought a target that it believes:

•        utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

•        has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

•        provides a platform for add-on acquisitions, which we believe will be an opportunity for our sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

•        would benefit from our Sponsor’s and management team’s experience, which can be applied to improve the operations and market position of the target;

•        has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

•        has a differentiated or unique product offering with multiple avenues for growth and margin expansion;

•        is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

•        is a fundamentally sound company that is underperforming its potential;

•        exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the marketplace based on our analysis and due diligence review;

•        has a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;

•        will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and

•        can benefit from being a publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.

Based on its due diligence investigations of Legacy Pasqal and the industry in which it operates, including the financial and other information provided by Legacy Pasqal in the course of negotiations, the Bleichroeder Board believes that Legacy Pasqal meets the criteria and guidelines listed above. However, there is no assurance of this. See the sections entitled “The Business Combination Proposal — The Special Committee’s and Bleichroeder Board’s Reasons for Approval of the Business Combination” and “The Business Combination Proposal — Summary of the Fairness Opinion of Newbridge Securities Corporation as Financial Advisor to the Special Committee”.

Although the Bleichroeder Board believes that the Business Combination presents an attractive business combination opportunity and is in the best interests of Bleichroeder and Bleichroeder shareholders, the Bleichroeder Board did consider certain potentially material negative factors in arriving at that conclusion.

These factors are discussed in greater detail in the sections entitled “The Business Combination Proposal — The Special Committee’s and Bleichroeder Board’s Reasons for Approval of the Business Combination”, “Risk Factors — Risk Related to Pasqal’s Business and Industry”, “Risk Factors — Risks Related to Ownership of New Pasqal’s Stock following the Business Combination” and “Risk Factors — Risks Related to Bleichroeder and the Business Combination.” You should also consider that certain of Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Risk Factors — Risks Relating to Bleichroeder and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.”

Q:     What will Legacy Pasqal shareholders receive in return for the Merger of Legacy Pasqal with Bleichroeder Surviving Corporation?

A:     As part of the consummation of the Merger:

•        each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value €0.10 per share, of Legacy Pasqal, (iii) “Class A” ordinary share, €0.10 per share, of Legacy Pasqal, (iv) “Class B” ordinary share, €0.10 per share, of Legacy Pasqal, and (v) “Class C” ordinary share, €0.10 per share, of Legacy Pasqal, will be exchanged for New Pasqal Ordinary Shares using the Exchange Ratio of 24.01 and

•        each Rollover BSPCEs will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Ordinary 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 Rollover BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period and expiration date), except as otherwise provided by the French Merger Agreement.

Q:     Who is Legacy Pasqal?

A:     Legacy Pasqal is at the forefront of developing neutral-atom quantum computing technology, focused on building scalable quantum processing units (“QPUs”) that deliver highly scalable computational capabilities, operate in standard data centers and provide consistent performance enabled by precise qubit control and improved coherence times in both analog and digital modes. Founded in 2019, Pasqal seeks a leading role in advancing the field of quantum computing and believes it has established itself as a major global player in the space.

Legacy Pasqal employs a modular approach to its neutral-atom processors, enabling the expansion of qubit arrays without compromising performance or fidelity. Legacy Pasqal’s technology supports the arrangement of large numbers of neutral atoms (over 1,000 trapped atoms already demonstrated) in both two- and three-dimensional configurations, paving the way for systems with tens of thousands of physical qubits and hundreds of logical qubits by the end of this decade (over 200 logical qubits anticipated by 2029). By continuously improving qubit coherence, accuracy of operations through gate fidelity, and error correction strategies, Legacy Pasqal seeks to ensure that its quantum systems remain reliable and accurate as they scale, overcoming key barriers to widespread quantum adoption.

Q:     Will Bleichroeder obtain new financing in connection with the Business Combination?

A:     The Business Combination is expected to be financed through a combination of (i) funds remaining in the Trust Account following the exercise of all public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination.

In connection with the transactions contemplated by the Business Combination Agreement, Bleichroeder, Merger Sub and the Investors entered into the March 2026 SPA, dated as of March 4, 2026 and amended on May 23, 2026, pursuant to which the Investors have agreed, among other things, subject to certain conditions, to purchase, at Closing, $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds and Investment Warrants, for an aggregate purchase price of $250.0 million. The closing of the March 2026 Financing shall occur substantially concurrent with the Closing. Inflection Point and STP, each a member of BM 2, participated in the March 2026 Financing. BM 2 is the managing member of the Sponsor and in whose general partner Mr. Gundlach has, individually and through affiliates, a non-voting, non-controlling indirect financial interest.

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”).

The March 2026 SPA includes customary representations and warranties from Bleichroeder, Merger Sub and the Investors and is subject to customary closing conditions. The March 2026 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 by approval of New Pasqal and the vote or action by written consent of holders of a majority of the outstanding principal of the Convertible Bonds, or as otherwise required in accordance with the French Commercial Code. Holders of the New Pasqal Ordinary Shares issuable upon conversion of the Senior Unsecured Convertible Bonds and New Pasqal Ordinary Shares underlying any Investment Warrants will have the registration rights set forth in the A&R Registration Rights Agreement. See the section entitled “Certain Agreements Related to the Business Combination — Securities Purchase Agreement”.

Q:     What equity stake will current Bleichroeder shareholders and Legacy Pasqal shareholders have in New Pasqal after the Closing?

A:     As of the date of this proxy statement/prospectus, there are (i) 28,750,000 Bleichroeder Class A Ordinary Shares issued and outstanding (consisting of 18,034,273 Bleichroeder Class A Ordinary Shares and 10,715,727 Bleichroeder Class A Ordinary Shares underlying public units) and (ii) 9,583,333 Bleichroeder Class B Ordinary Shares issued and outstanding (all of which are held directly by the Sponsor and a portion of which are held indirectly by the initial shareholders) and (iii) 10,715,727 units outstanding, with each unit consisting of one Bleichroeder Class A Ordinary Share and one-third of one redeemable warrant. As of the date of this proxy statement/prospectus, there are (x) 7,750,000 private placement warrants outstanding (5,000,000 are held by the Sponsor, 2,612,500 are held by Cohen, and 137,500 are held by Clear Street) and (y) 9,583,333 public warrants outstanding (consisting of 6,011,413 public warrants issued and outstanding and 3,571,909 public warrants underlying public units). Each whole warrant entitles the holder thereof to purchase one Bleichroeder Class A Ordinary Share and, following the Reincorporation Merger Effective Time, will be converted into a warrant that entitles the holder thereof to purchase one New Pasqal Ordinary Share. New Pasqal will issue [•] Investment Warrants in connection with the March 2026 Financing. Therefore, as of the date of this proxy statement/prospectus (assuming that none of Bleichroeder’s outstanding public shares are redeemed in connection with the Business Combination and giving effect to the exercise of all of the private placement warrants, the public warrants, Investment Warrants and the conversion of the Senior Unsecured Bonds), New Pasqal’s fully diluted share capital would be [•] New Pasqal Ordinary Shares.

Bleichroeder cannot predict how many of the public shareholders will exercise their right to have their public shares redeemed for cash. As a result, Bleichroeder has elected to provide the unaudited pro forma condensed combined financial information under four different redemption scenarios of Bleichroeder shares into cash, each of which produce different allocations of total Bleichroeder equity between holders of Bleichroeder

Ordinary Shares. The following table illustrates varying ownership levels in New Pasqal immediately following the consummation of the Business Combination, based on the varying levels of redemptions by the public shareholders and the following additional assumptions:

____________

*        Percentages may not sum to 100% due to rounding.

(1)      As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see the section entitled “Security Ownership of Certain Beneficial Owners and Management.” The table excludes the potential dilutive effect of 17,333,333 New Pasqal Warrants (comprised of 9,583,333 public warrants and 7,750,000 private placement warrants), 38,564,113 New Pasqal Ordinary Shares underlying New Pasqal BSPCEs and New Pasqal options and 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants.

(2)     Assumes that no public shares are redeemed in connection with the Business Combination.

(3)      Assumes that 14,375,000 outstanding public shares, or approximately 50.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $143,750,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(4)      Assumes that 21,562,500 outstanding public shares, or approximately 75.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $215,625,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(5)      Assumes that all of the public shares are outstanding, or approximately 100.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $287,500,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(6)      Considering the exercise of all New Pasqal Warrants, the Sponsor and the initial shareholders would own (i) [•]% of New Pasqal’s share capital under the no redemptions scenario and (ii) [•]% of New Pasqal’s share capital under the “Assuming [•]% Redemptions” scenario.

(7)      Reflects $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds and Investment Warrants in connection with the March 2026 Financing. The amount shown for the Investors reflects 26,041,667 New Pasqal Ordinary Shares issuable upon conversion of Senior Unsecured Convertible Bonds and excludes 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including but not limited to, that the Condition Precedent Proposals be approved by the applicable requisite vote of the Bleichroeder shareholders and that New Pasqal have access to no less than $150,000,000 (prior to the payment of any transaction expenses), from (i) funds remaining in the Trust Account following the exercise of public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination, but excluding, for the avoidance of doubt, the Legacy Pasqal Series C Equity Raise closed by Legacy Pasqal on February 27, 2026. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

Q:     What happens if I sell my Bleichroeder Class A Ordinary Shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting will be [•], 2026, which is earlier than the date of the Closing. If you transfer your Bleichroeder Class A Ordinary Shares after the record date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you will

retain your right to vote at the extraordinary general meeting. However, you will not be entitled to receive any New Pasqal Ordinary Shares following the Closing because only Bleichroeder shareholders on the date of the Closing will be entitled to receive New Pasqal Ordinary Shares in connection with the Closing.

Q:     What vote is required to approve the proposals presented at the extraordinary general meeting?

A:     The approval of the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, requires a special resolution under Cayman Islands law or the Existing Governing Documents of Bleichroeder, being a resolution passed by a majority of at least two-thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Governing Documents of Bleichroeder, being a resolution passed by a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.

If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. Accordingly, your failure to vote by proxy or to vote in person at the extraordinary general meeting will have no effect on the outcome of the vote on any of the proposals presented at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and will have no effect on any of the proposals. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

Q:     What are the material differences, if any, in the terms and price of securities issued at the time of the IPO as compared to the securities that are expected to be issued as part of the March 2026 Financing at the closing of the Business Combination?

A:     The units issued at the time of the IPO consisted of one Bleichroeder Class A Ordinary Share and one-third of one redeemable warrant, at an offering price of $10.00 per unit. In connection with the Business Combination, each Bleichroeder Ordinary Share will be converted into one New Pasqal Ordinary Share, and each issued and outstanding warrant to purchase Bleichroeder Class A Ordinary Shares will be converted into one New Pasqal Warrant, subject to the same terms and conditions existing prior to such conversion.

The March 2026 Financing differs materially from the securities issued at the IPO. In the March 2026 Financing, the Investors agreed, subject to certain conditions therein, to purchase Senior Unsecured Convertible Bonds and Investment Warrants governed by French law. In comparison, the securities purchased in the IPO were Bleichroeder Units, with each unit consisting of one Bleichroeder Class A Ordinary Share and one-third of one redeemable public warrant to purchase a Bleichroeder Class A Ordinary Share.

Q:     How many votes do I have at the extraordinary general meeting?

A:     Bleichroeder shareholders are entitled to one vote at the extraordinary general meeting for each Bleichroeder Ordinary Share held of record as of the record date. As of the close of business on [•], 2026, which is on the record date, there were [•] issued and outstanding Bleichroeder Ordinary Shares.

Q:     How will the Sponsor and other initial shareholders vote?

A:    The Sponsor, which directly owns 9,583,333 Founder Shares, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “Sponsor Letter Agreement”) to, among other things, (i) vote all of their Founder Shares and all shares

they acquire prior to the announcement of the Business Combination in favor of the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Assuming only a majority of all the Bleichroeder Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 9,970,500 Bleichroeder Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal (each of which requires the affirmative vote of a simple majority of votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 9,970,500 Bleichroeder Ordinary Shares, 7,477,875 of the Bleichroeder Ordinary Shares not held by the Sponsor and the initial shareholders, which represents 20% of the total issued and outstanding Bleichroeder Ordinary Shares, will need be voted in favor of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal and (ii) 12,777,778 Bleichroeder Ordinary Shares will need to be voted in favor of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal (each of which requires the affirmative vote of a majority of at least a two-thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 12,777,778 Bleichroeder Ordinary Shares, 3,194,445 of the Bleichroeder Ordinary Shares not held by the Sponsor and the initial shareholders, which represents approximately 8.3% of the total issued and outstanding Bleichroeder Ordinary Shares and approximately 11.1% of the Bleichroeder Class A Ordinary Shares not held by the Sponsor and the initial shareholders, which of the total issued and outstanding Bleichroeder Ordinary Shares, will need to be voted in favor of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal.

Assuming all the Bleichroeder Ordinary Shares entitled to vote at the meeting are represented at the extraordinary general meeting in person or by proxy, including the Sponsor and the initial shareholders subject to the voting obligations under the Sponsor Letter Agreement, (i) 19,166,667 Bleichroeder Ordinary Shares will need to be voted in favor of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal (each of which requires the affirmative vote of a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 19,166,667 Bleichroeder Ordinary Shares, 9,583,334 of the Bleichroeder Ordinary Shares not held by the Sponsor and the initial shareholders, which represents approximately 25.0% of the total issued and outstanding Bleichroeder Ordinary Shares and approximately 33.3% of the Bleichroeder Class A Ordinary Shares not held by the Sponsor and the initial shareholders, will need to be voted in favor of the Business Combination Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal, and (ii) 25,555,556 Bleichroeder Ordinary Shares will need to be voted in favor of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal (each of which requires the affirmative vote of at least a two-thirds (2/3) of votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting), and of these 25,555,556 Bleichroeder Ordinary Shares, 15,972,223 of the Bleichroeder Ordinary Shares not held by the Sponsor and the initial shareholders, which represents approximately 41.7% of the total issued and outstanding Bleichroeder Ordinary Shares and approximately 55.6% of the Bleichroeder Class A Ordinary Shares not held by the Sponsor and the initial shareholders, will need to be voted in favor of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal.

Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our Existing Governing Documents, vote their shares, we would not need any of the 28,750,000 public shares to be voted in favor of an initial business combination that is structured as a statutory merger or consolidation with another company in order to have our initial business combination approved by a special resolution.

Q:     What interests do Bleichroeder’s current officers and directors have in the Business Combination?

A:     In considering the recommendation of the Bleichroeder Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and certain of our directors and officers have interests in the Business Combination that may conflict with those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that certain of our directors and officers are principals of our Sponsor;

•        the fact that 9,583,333 Founder Shares held directly by our Sponsor (and a portion of which is held indirectly by the initial shareholders), for which it paid $25,000 in aggregate, will convert into 9,583,333 New Pasqal Ordinary Shares upon the Closing, and that such shares will have a significantly higher value at the time of the Business Combination when they convert into New Pasqal Ordinary Shares, as described further below; and if an initial business combination is not consummated, our Sponsor will lose $95,833,330 in value of the Founder Shares, valued at an assumed price of $10.00 per share, the value implied by the Business Combination:

____________

(1)      Interests shown consist solely of Founder Shares. Such shares will convert into Bleichroeder Interests shown consist solely of Founder Shares. Such shares will convert into Bleichroeder Surviving Corporation Ordinary Shares upon the Reincorporation Merger and thereafter automatically convert into New Pasqal Ordinary Shares upon the Closing on a one-for-one basis.

(2)      Bleichroeder Manager 2 LLC (“BM2”) is the managing member of Bleichroeder Sponsor 2 LLC, our Sponsor. MC Advisory (of which Michel Combes, one of Bleichroeder’s Co-Founders, is the manager), as well as Andrew Gundlach, our Executive Chairman, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Messrs. Combes and Gundlach through their affiliates and controlled entities, own direct and indirect interests in the membership interests of the Sponsor, and hold approximately 52.57% of the Sponsor membership interests reflecting indirect interests in the Founder Shares. Bleichroeder’s Chief Operating Officer and Chief Executive Officer, as well as Bleichroeder’s Chief Financial Officer, hold an indirect interest in an aggregate of 500,000 Founder Shares through membership interests in Bleichroeder’s Sponsor and certain of Bleichroeder’s independent directors hold, in connection with his or her service as a director, in the aggregate, an indirect interest in 60,000 Founder Shares through membership interests in Bleichroeder’s Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(3)      Assumes a value of $10.00 per share, the deemed value of the New Pasqal Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New Pasqal Ordinary Shares are unrestricted and freely tradable.

(4)      Assumes a value of $[•] per share, which was the closing price of the Bleichroeder Class A Ordinary Shares on the Nasdaq on [•], 2026. Also assumes the completion of the Business Combination and that the New Pasqal Ordinary Shares are unrestricted and freely tradable.

•        the fact that if an initial business combination is not consummated within the Completion Window, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $5,025,000 in the aggregate that includes the 5,000,000 private warrants acquired for a purchase price of $5,000,000;

•        the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 9,583,333 New Pasqal Ordinary Shares that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Pasqal Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if Bleichroeder fails to complete an initial business combination within the Completion Window and accordingly, our Sponsor, officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the Completion Window, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that, unless a business combination is consummated, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited;

•        the continuation of certain of our officers and directors at New Pasqal; and

•        the fact that pursuant to the A&R Registration Rights Agreement, the Sponsor and the initial shareholders will have certain registration rights, demand rights and piggy-back registration rights with respect to their Registrable Securities.

Q:     What material negative factors did the Bleichroeder Board consider in connection with the Business Combination?

A:     The Bleichroeder Board believes that the acquisition of Legacy Pasqal will provide its shareholders with an opportunity to participate in a company that is well positioned to provide a cornerstone asset for Bleichroeder to maximize value for shareholders and is well aligned with all the key factors central to Bleichroeder’s strategy. However, the Bleichroeder Board did consider certain potentially material negative factors in arriving at that conclusion, such as regulatory risk, litigation risks, technological risks, the risk that shareholders would not approve the Business Combination and the risk that a significant number of shareholders would exercise their redemption rights. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The Special Committee’s and Bleichroeder Board’s Reasons for Approval of the Business Combination,” as well as in the section entitled “Risk Factors — Risks Related to Bleichroeder and the Business Combination.”

Q:     Who is our Sponsor?

A.     The Sponsor is a Delaware limited liability company which was formed in 2025, to invest in our company. Although our Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable laws, our Sponsor’s business is focused on investing in our company. BM2 is the managing member of our sponsor, and MC Advisory, as well as Andrew Gundlach, our Executive Chairman, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Other than Messrs. Combes, Gundlach, Inflection Point, STP and members of Bleichroeder’s management team, including certain of our directors, no other person will have a direct or indirect material interest in our sponsor or BM2.

The Sponsor was formed prior to the IPO for the purpose of acting as the Sponsor of Bleichroeder. It is responsible for organizing, directing, and managing the business and affairs of Bleichroeder from its incorporation, through the consummation of the IPO, the negotiation of the Business Combination Agreement, until the consummation of the Business Combination. The Sponsor’s activities included identifying and negotiating terms with the underwriter of the IPO, other third-party service providers such as Bleichroeder’s auditors and legal counsel, and Bleichroeder’s directors and officers, and searching for and negotiating with potential business combination targets. Other than its investment in Bleichroeder and its work on behalf of Bleichroeder, the Sponsor is not engaged in any business.

The Sponsor has made investments in Bleichroeder. Prior to the IPO, the Sponsor made an initial investment in Bleichroeder of $25,000 to cover certain pre-IPO expenses, in exchange for the issuance of Founder Shares, or approximately $0.003 per share. In connection with the closing of our IPO our Sponsor also purchased 5,000,000 private placement warrants from Bleichroeder for $5,000,000.

Inflection Point (in whose general partner Mr. Gundlach has, individually and through affiliates, a non-voting, non-controlling indirect financial interest) invested $1,000,000 in BM2, for which it received an indirect interest in 1,000,000 of the private placement warrants owned by the Sponsor. Subject to Inflection Point indirectly purchasing, through BM2, the private placement warrants allocated to it simultaneously with the closing of the IPO, BM2 issued membership interests at a nominal purchase price to Inflection Point reflecting an indirect interest in an aggregate of 2,000,000 Founder Shares, or 20.87% of the Founder Shares held by the Sponsor, following the exercise in full of the underwriter’s over-allotment option.

STP invested $4,000,000 in the Sponsor, for which it received an indirect interest in 1,000,000 of the private placement warrants owned by the Sponsor. Subject to STP indirectly purchasing, through the Sponsor, the private placement warrants allocated to it simultaneously with the closing of the IPO, the Sponsor issued membership interests at a nominal purchase price to STP reflecting an indirect interest in an aggregate of 2,000,000 Founder Shares, or 20.87% of the Founder Shares held by the Sponsor, following the exercise in full of the underwriter’s over-allotment option.

Neither Inflection Point nor STP have any right to vote the Founder Shares, private placement warrants or securities underlying the private placement warrants that it holds indirectly through its membership interests in BM2 or the Sponsor, as applicable.

Bleichroeder’s Chief Operating Officer and Chief Executive Officer, as well as Bleichroeder’s Chief Financial Officer, received an aggregate indirect interest in 500,000 Founder Shares through membership interests in Bleichroeder’s Sponsor, and certain of our directors also received for his or her service as a director an indirect interest in either 15,000 Founder Shares or 30,000 Founder Shares through membership interests in the Sponsor, but do not have the right to control the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise. Other than the members of our management team, none of the other direct or indirect members of the Sponsor will participate in our company’s operational activities. Assuming Bleichroeder’s independent directors and, as described above, Inflection Point and STP are issued direct and indirect membership interests in the Sponsor, Messrs. Combes and Gundlach will hold approximately 52.57% of the Sponsor membership interests reflecting indirect interests in the Founder Shares and approximately 60.00% of the Sponsor membership interests reflecting indirect interests in the private placement warrants.

Members of our management team and Co-Founders have prior experience with SPACs and may continue sponsoring, investing or otherwise becoming involved with other SPACs and de-SPAC transactions.

Mr. Combes acted as a Sponsor Principal and Mr. Gundlach acted as an Independent Non-Executive Director for Odyssey Acquisition S.A. (“Odyssey”). In April 2022, Odyssey completed its business combination with BenevolentAI. Founded in 2013, BenevolentAI is a UK-headquartered company focused on the development and application of artificial intelligence (AI) for scientific innovation in drug discovery. Mr. Combes also served as the President of LDH Growth Corp I (“LDH Growth”), which was a SoftBank-sponsored SPAC focused on Latin America that raised $230 million in March 2021. Mr. Combes resigned from the Board in May 2022 and as President in October 2022 alongside his departure from SoftBank Group International. LDH Growth ultimately redeemed its shares in March 2023.

In January 2021, affiliates of the Inflection Point Fund founded Inflection Point Acquisition Corp. (“IPAX”), a SPAC formed for substantially similar purposes as our company. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one IPAX Class A ordinary share and one-half of one warrant to purchase one IPAX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines, Inc. (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of

approximately $279.9 million. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR.” We believe LUNR represents a high-quality, public-ready company with a history of significant revenue growth. We believe the deal’s valuation was attractive and the significant $50 million capital commitment from an affiliate of IPAX’s sponsor supporting the transaction was a main differentiator. IPAX supported the transaction with extensive due diligence, significant investor outreach, and comprehensive planning, including a detailed media plan and retaining due diligence and capital markets advisors. There was no vote held to extend the date by which IPAX was required to complete its initial business combination because IPAX completed its initial business combination with LUNR within 24 months of its initial public offering.

LUNR’s shares of Class A common stock are, and its warrants were, listed on the Nasdaq Stock Market under the symbols “LUNR” and “LUNRW,” respectively. Under the terms of the warrant agreement governing LUNR’s warrants, LUNR had the right to redeem all outstanding warrants if the last sales price of the Class A common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the Class A common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on January 30, 2025. Accordingly, LUNR redeemed the warrants effective as of March 6, 2025.

In March 2023, affiliates of the Inflection Point Fund founded Inflection Point Acquisition Corp. II (“IPXX”), a SPAC formed for substantially similar purposes as our company. IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one IPXX Class A ordinary share and one-half of one warrant to purchase one IPXX Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination agreement with USARE, a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States, and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPXX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.” We believe USARE represents a promising opportunity in an industry with significant tailwinds. We believe the deal’s valuation was attractive and the significant $31.7 million capital commitment from affiliates of IPXX’s sponsor and their network of investors supporting the transaction was a main differentiator.

USARE’s shares of common stock are, and its warrants were, listed on the Nasdaq Stock Market under the symbols “USAR” and “USARW,” respectively. Under the terms of the warrant agreement governing USAR’s warrants, USAR had the right to redeem all outstanding warrants if the last sales price of the common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on October 27, 2025. Accordingly, USARE redeemed the warrants effective as of December 1, 2025.

In January 2024, affiliates of the Inflection Point Fund founded IPCX, a SPAC formed for substantially similar purposes as our company. IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPCX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On August 25, 2025, IPCX announced its business combination with A1R WATER, a global leader in atmospheric water generation. The transaction is expected to close in the first quarter of 2026. IPCX’s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols “IPCXU”, “IPCX” and “IPCXR”, respectively.

In June 2024, members of our management team founded Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, “IPDX”), a SPAC formed for substantially similar purposes as our company by a separate management team. IPDX completed its initial public offering in November 2024, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPDX and one right to receive one-tenth of one Class A ordinary share of IPDX upon consummation of IPDX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. IPF has an economic interest in approximately 60.1% of the founder shares and 100% of the private placement securities of IPDX. On August 14, 2025, IPDX announced a business combination agreement with Merlin Labs, Inc. (“MRLN”), a leading developer of assured, autonomous flight technology for defense customers. Prior to the extraordinary general meeting of IPDX shareholders to approve the business combination with MRLN, holders of 22,550,551 IPDX Class A ordinary shares, or 90.20% of the outstanding IPDX Class A ordinary shares exercised their right to redeem those shares for cash at a price of approximately $10.5591 per share, for an aggregate of approximately $238.1 million. The transaction with MRLN closed on March 16, 2026, and began trading on Nasdaq on March 17, 2026 under the ticker “MRLN.” We believe MRLN represents an innovative company with significant potential to change the nature of flight. We believe the deal’s valuation was attractive and the significant $140 million capital commitments from IPF and its network of investors supporting the transaction was a main differentiator. There was no vote held to extend the date by which IPDX was required to complete its initial business combination because IPDX completed its initial business combination with MRLN within 24 months of its initial public offering.

In May 2024, a separate management team formed a special purpose acquisition company, Maywood Acquisition Corp. (“IPEX”) for substantially similar purposes as our company. IPEX completed its initial public offering in February 2025, in which it sold 8,625,000 units, each consisting of one IPEX Class A ordinary share and one right to receive one-fifth of one IPEX Class A ordinary share upon consummation of IPEX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. In September 2025, Inflection Point Fund acquired control of IPEX, as well as approximately 33% of the founder shares of IPEX. In connection with such acquisition, On October 14, 2025, IPEX announced a business combination agreement with GOWell Technology Limited, a leading global innovator in well logging technologies. The transaction is expected to close in the first half of 2026. IPEX’s units, Class A ordinary shares and rights are listed on Nasdaq under the symbols “IPEXU”, “IPEX” and “IPEXR”, respectively.

In addition, our Co-Founders Michel Combes and Andrew Gundlach, and our director Kathy Savitt, have had additional experience in SPACs. Mr. Combes acted as a Sponsor Principal and Mr. Gundlach acted as an Independent Non-Executive Director for Odyssey Acquisition S.A. which completed its business combination with BenevolentAI in April 2022. Ms. Savitt currently serves on the board of directors for EGH Acquisition Corp. (NASDAQ: EGHA) which completed its initial public offering in May 2025.

Past performance by our management team, our Sponsor and their respective affiliates is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of the performance of our management team or businesses associated with them, as indicative of our future performance of an investment in Bleichroeder or New Pasqal or the returns we will, or are likely to, generate going forward.

Q:     Did the Bleichroeder Board or the Special Committee obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. The Bleichroeder Board formed a special committee comprised entirely of independent and disinterested directors (the “Special Committee”) to consider and negotiate the terms and conditions of the Business Combination and to recommend to the Bleichroeder Board whether to pursue the Business Combination and, if so, on what terms and conditions.

The Special Committee of the Bleichroeder Board engaged Newbridge Securities Corporation (“Newbridge”), an independent provider, on February 16, 2026. On February 25, 2026, Newbridge presented to the Special Committee a draft fairness opinion that it was prepared to render on the Business Combination, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Business Combination is fair, from a financial point of view, to the Bleichroeder shareholders (other than

the Sponsor). The Special Committee recommended the Business Combination to the Bleichroeder Board on February 26, 2026, and the Bleichroeder Board approved and recommended the Business Combination on February 26, 2026 based on the analysis provided in the draft fairness opinion, among other factors. On February 28, 2026, Newbridge delivered its final fairness opinion (the “Fairness Opinion”), a copy of which is attached to this proxy statement/prospectus as Annex J and is substantially the same as the draft fairness opinion presented to the Special Committee on February 25, 2026. The Fairness Opinion provided that as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, each of (i) Legacy Pasqal’s Pre-Transaction Equity Valuation in the Business Combination of $2 billion was fair, from a financial point of view, to the Bleichroeder shareholders and (ii) the Business Combination satisfied the 80% net asset test.

In connection with the rendering of its opinion to the Special Committee, Bleichroeder has agreed to pay Newbridge a fee of $75,000, of which $10,000 was paid as a retainer, $55,000 was paid upon delivery of the Fairness Opinion, and $10,000 will be paid upon the initial filing of the proxy statement/prospectus. No portion of Newbridge’s fee is refundable or contingent upon the conclusion reached in the Fairness Opinion. For a description of Newbridge’s opinion to the Special Committee, please see “The Business Combination Proposal — Summary of the Fairness Opinion of Newbridge Securities Corporation as Financial Advisor to the Special Committee.”

Q:     Why did the Bleichroeder Board obtain the Fairness Opinion after approving the Business Combination?

A:     The Special Committee engaged Newbridge on February 16, 2026. On February 25, 2026, Newbridge presented to the Special Committee a draft fairness opinion that it was prepared to render on the Business Combination, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Business Combination is fair, from a financial point of view, to the Bleichroeder shareholders. The Bleichroeder Board approved and recommended the Business Combination on February 26, 2026 before Newbridge delivered its Fairness Opinion on February 28, 2026. The Bleichroeder Board’s approval was not conditioned on obtaining the Fairness Opinion.

The Special Committee and the Bleichroeder Board considered the Fairness Opinion, together with other information described in this proxy statement/prospectus, in recommending that shareholders of Bleichroeder vote in favor of the Business Combination. In approving the Business Combination on the basis of the draft fairness opinion prior to receipt of the final Fairness Opinion, the Bleichroeder Board considered the time-sensitive nature of the transaction. Specifically, Legacy Pasqal was required to enter into a business combination agreement on or before February 28, 2026 in order to avoid a valuation reset applicable to its Series C preferred stock, which reset would have resulted in a reduction of Legacy Pasqal’s Pre-Transaction Equity Valuation and the issuance of additional rights to Series C holders that would have caused substantial dilution to Bleichroeder and its shareholders. The Bleichroeder Board further considered that Newbridge had confirmed that the draft fairness opinion presented on February 25, 2026 was substantially the same in all material respects as the final opinion Newbridge expected to deliver, with only certain customary completion procedures remaining prior to finalization. In light of these considerations, and in order to preserve shareholder value by avoiding the dilutive consequences of delay, the Bleichroeder Board determined that it was in the best interests of Bleichroeder and its shareholders to approve the Business Combination on February 26, 2026.

Q:     Do I have redemption rights?

A:     If you are a holder of public shares, you may elect to redeem your public shares in connection with the vote on the Business Combination, for a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued public shares (such redemption price being referred to herein as the “Redemption Price”). Holders of the outstanding public warrants do not have redemption rights with respect to such warrants in connection with the Business Combination.

The Founder Shares and public shares, if any, held by Bleichroeder’s Sponsor, the management team, or a member of the Bleichroeder Board will be excluded from the pro rata calculation used to determine the per-share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $289 million

on February 28, 2026, the estimated per share redemption price would have been approximately $10.05. This is greater than the $10.00 IPO price of Bleichroeder’s units. Additionally, public shares properly tendered for redemption will only be redeemed if the Business Combination is approved and consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest earned on the funds held in the Trust Account (which interest is net of taxes payable (other than excise or similar taxes), and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, in connection with the liquidation of the Trust Account.

Notwithstanding the foregoing, a Bleichroeder shareholder, together with any affiliate of such public shareholder or any other person with whom such Bleichroeder shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent. There will be no redemption rights with respect to Bleichroeder’s warrants. See “Risk Factors — Risks Related to Bleichroeder and the Business Combination — If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding Bleichroeder Class A Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding Bleichroeder Class A Ordinary Shares.” There will be no redemption rights with respect to Bleichroeder’s warrants.

The Sponsor, which directly owns 9,583,333 Founder Shares, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “Sponsor Letter Agreement”) to, among other things, (i) vote all of their Founder Shares and all shares they acquire prior to the announcement of the Business Combination in favor of the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Assuming 50% redemption of 28,750,000 public shares (or 14,375,000 public shares) (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on the Nasdaq of $0.9250 as of March 23, 2026, the aggregate fair value of warrants that can be retained by the redeeming shareholders, assuming 50% redemption of 28,750,000 public shares (or 14,375,000 public shares), is $4.43 million. The actual market price of the warrants may be higher or lower on the date that a warrantholder seeks to sell such warrants. Additionally, we cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholder wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New Pasqal because there would be fewer shares outstanding overall. See “Risk Factors — Risks Related to Bleichroeder and the Business Combination — Bleichroeder public shareholders and existing shareholders will experience significant dilution as a result of the Business Combination and the March 2026 Financing and related transactions, and the market price of its Bleichroeder Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.”

Q:     Is there a limit on the number of shares I may redeem?

A:     A public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights in an amount of shares exceeding 15% of the public shares without our consent.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your public shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by Bleichroeder shareholders who will redeem their public shares and no longer remain Bleichroeder shareholders, leaving Bleichroeder shareholders who choose not to redeem their public shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the initial listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to [•] p.m. Eastern time on [•], 2026 (two business days before the extraordinary general meeting), (i) hold public shares, whether you are a record holder or hold your shares in “street name,” (ii) elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares, (iii) timely submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address, and (iv) timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system. Continental’s address is listed under the question “Who can help answer my questions?” below. Bleichroeder requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic tender of your shares generally will be faster than delivery of physical share certificates.

A physical share certificate will not be needed if your shares are tendered to Bleichroeder’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and Bleichroeder’s transfer agent will need to act to facilitate the request. It is Bleichroeder’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Bleichroeder does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The exercise of redemption rights will be a taxable transaction for a U.S. Holder (as defined in “Material U.S. Federal Income Tax Considerations”). A U.S. Holder of Bleichroeder Class A Ordinary Shares that exercises its redemption rights may (subject to the application of the “passive foreign investment company” or “PFIC” rules, as discussed under “Material U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules”) be treated as selling such Bleichroeder Class A Ordinary Shares, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the number of ordinary shares that a U.S. Holder owns or is deemed to own (including through the ownership of warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights by a U.S. Holder, see the section entitled “Material U.S. Federal Income Tax Considerations — Redemption of Bleichroeder Class A Ordinary Shares.”

All holders of Bleichroeder Securities are urged to consult with their tax advisors regarding the potential tax consequences to them of exercising their redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     What are the U.S. federal income tax consequences of the Reincorporation Merger to U.S. Holders of Bleichroeder Class A Ordinary Shares and Bleichroeder Warrants?

A:     As discussed in more detail below and subject to the limitations and qualifications described under “Material U.S. Federal Income Tax Considerations — Tax Treatment of the Reincorporation Merger,” the Reincorporation Merger is intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming the Reincorporation Merger so qualifies, U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations” below) will not recognize gain or loss for U.S. federal income tax purposes on the exchange of Bleichroeder Class A Ordinary Shares and/or Bleichroeder Warrants (together, the “Bleichroeder Securities”) for New Pasqal Ordinary Shares and/or New Pasqal Warrants (together, the

“New Pasqal Securities”) pursuant to the Reincorporation Merger. For a more complete discussion of the U.S. federal income tax considerations that may be relevant to a U.S. Holder in respect of the Reincorporation Merger, see the section titled “Material U.S. Federal Income Tax Considerations — Tax Treatment of the Reincorporation Merger.”

All holders of Bleichroeder Securities are urged to consult with their tax advisors regarding the potential tax consequences to them of the Reincorporation Merger and Business Combination, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:     If I hold Bleichroeder Warrants, can I exercise redemption rights with respect to my warrants?

A:     No. There are no redemption rights with respect to the Bleichroeder Warrants. However, even if you redeem your Bleichroeder Class A Ordinary Shares, you will still be able to retain your Bleichroeder Warrants (which will convert into New Pasqal Warrants in connection with the Mergers). Regardless of the number of Bleichroeder Class A Ordinary Shares that are redeemed, 9,583,333 New Pasqal public warrants and 7,750,000 New Pasqal private warrants will be outstanding following the Business Combination. If any holders of Bleichroeder Class A Ordinary Shares redeem their public shares at closing in accordance with Bleichroeder’s Existing Governing Documents but continue to hold public warrants after the closing, the aggregate value of the public warrants that may be retained by them, based on the closing trade price per Bleichroeder public warrant of $[•] as of [•], 2026 would be approximately $[•]. Following the Business Combination, New Pasqal may redeem outstanding New Pasqal Warrants prior to their expiration at a time that is disadvantageous to the holder thereof. Please see “Risk Factors — We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless” for more information.

Q:     Do I have appraisal rights if I object to the proposed Mergers and Business Combination?

A:     Under the Cayman Companies Act, shareholders of a Cayman Islands company ordinarily have dissenters’ rights with respect to a merger. The Cayman Companies Act prescribes when dissenters’ rights will be available and provides that shareholders are entitled to receive fair value for their shares. Dissenters’ rights are not available under the Cayman Companies Act if an open market for the shares exists on a recognized stock exchange, such as Nasdaq, for a specified period after a merger is authorized. Regardless of whether dissenters’ rights are or are not available, shareholders can exercise the rights of redemption as set out herein. The redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See “The Extraordinary General Meeting of Bleichroeder — Redemption Rights” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for cash.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is approved and consummated, the funds held in the Trust Account will be released (i) to pay Bleichroeder shareholders who properly exercise their redemption rights, (ii) to pay $12,250,000 of deferred underwriting commissions, (iii) certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by Bleichroeder or Legacy Pasqal in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement, (iv) unpaid franchise and income taxes of Bleichroeder and (v) for general corporate purposes of the New Pasqal following the Business Combination, including, but not limited to, working capital for operations, capital expenditures and future potential acquisitions.

Q:     What happens if the Business Combination Proposal is not approved?

A:     If the Business Combination Proposal is not approved, the Business Combination will not be consummated.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted upon at the extraordinary general meeting. Certain of the following risk factors apply to the business and operations of Legacy Pasqal and will also apply to the business and operations of New Pasqal following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition, results of operations and prospects of Pasqal following the Business Combination. The risks discussed below are not exhaustive and are based on certain assumptions made by Bleichroeder and Pasqal that later may prove to be incorrect or incomplete. Bleichroeder and Pasqal may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, which may also impair the business or financial condition of Pasqal. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein and the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

References in this section of this proxy statement/prospectus to “Pasqal” “the Company,” “we,” “our,” or “us” refer to Legacy Pasqal and its consolidated subsidiaries prior to the Business Combination and to New Pasqal and its consolidated subsidiaries after giving effect to the Business Combination, as the context requires.

Risks Related to Pasqal’s Financial Condition and Status as an Early Stage Company

Pasqal is in its growth stage and has a limited operating history, concentrated customer base and an early-stage commercial model, which makes it difficult to forecast its future results of operations and its funding requirements. It is also possible quantum computing might never become commercially viable or embraced. Our technology roadmap, including the anticipated milestones and timing thereof, may change.

Pasqal was founded in 2019 and, as a result of its limited operating history, its ability to accurately forecast its future results of operations is limited and subject to a number of uncertainties, including Pasqal’s ability to plan for and model future growth. Accordingly, Pasqal’s historical results should not be considered indicative of its future performance. Pasqal’s ability to generate revenues will largely be dependent on its ability to develop and produce neutral atom-based quantum technology. Pasqal has experience in delivering early versions of its systems in limited quantities, and scaling them to high volumes requires additional learnings and work. Scaling production to higher volumes will require additional operational capabilities, industrialization efforts, and process improvements. There are significant technological and logistical challenges associated with developing, producing, marketing, selling, and distributing products in an advanced technology industry, and Pasqal may not be able to resolve all of the difficulties that may arise, including managing production at a scale or quality consistent with customer demand, in a timely or cost-effective manner, or at all. As a result, Pasqal’s scalable business model has not been formed and its technical roadmap may not be realized as quickly as hoped, or even at all. Pasqal may further update its technology roadmap in the future, including anticipated milestones and timeline. The development of Pasqal’s scalable business model will likely require substantially higher costs than incurred to date, while revenues will not substantially increase until more powerful, scalable computers are produced and commercially available, which requires technological advancements that may not occur on the currently anticipated timetable or at all. Pasqal’s success as a business ultimately relies upon fundamental research and development breakthroughs in the coming years, and there is no certainty these milestones will be achieved as quickly as hoped, or even at all.

In future periods, Pasqal’s growth could slow or decline for a number of reasons, including slowing demand for its products and services, increased competition, changes to technology, inability to scale up Pasqal’s technology, a decrease in the growth of the market, or Pasqal’s failure, for any reason, to continue to take advantage of growth opportunities. Pasqal has also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If Pasqal’s assumptions regarding these risks and uncertainties are incorrect or change, or if Pasqal does not address these risks successfully, its operating and financial results could differ materially from its expectations.

As an early-stage company, Pasqal has generated revenues from a limited number of customers, and its customer contracts to date have been largely project-based and individually negotiated. Pasqal has not yet established a broad, diversified customer base with recurring revenue streams, and its existing customer engagements have generally not been repeated in nature; past sales to any particular customer are not necessarily indicative of future sales to that customer. While the Company intends to expand and diversify its customer base over time, there can be no assurance that it will be successful in attracting new customers or that new customer relationships will generate revenues at levels comparable to those of its existing customers. Pasqal’s ability to grow its customer base will depend on a number of factors, including market acceptance of its quantum computing solutions, Pasqal’s pricing and go-to-market strategy, and broader adoption of quantum computing technologies. Until Pasqal is able to establish a larger and more diversified customer base, its revenues may be volatile and difficult to predict.

Pasqal’s ability to transition to a more standardized, recurring commercial model will depend on, among other things, the development of scalable quantum computing products, broader market adoption, and Pasqal’s ability to structure repeatable commercial arrangements with new and existing customers. There can be no assurance that Pasqal will be successful in making this transition, and until it does, its revenues may remain volatile and difficult to predict.

Pasqal has a history of operating losses and expects to incur significant expenses and continuing losses for the foreseeable future.

Pasqal has incurred net losses since inception and experienced negative cash flows from operations. Pasqal incurred net losses of €(48.5) million and €(92.4) million in 2024 and 2025, respectively. As of December 31, 2025 Pasqal had an accumulated deficit of €(32.5) million. These losses and accumulated deficit are a result of the substantial investments Pasqal has made to grow its business and Pasqal expects to make significant expenditures to expand its business in the future. To date, its primary sources of capital have been through private placements of its securities, revenue from the sale of its products and services and government assistance in the form of grants. Until such time as Pasqal can generate significant revenue from its products and services, Pasqal expects to finance its cash needs through public or private equity or debt financings or other capital sources. However, Pasqal may be unable to raise additional funds or enter into such other arrangements, when needed, on favorable terms or at all.

Pasqal has not yet achieved profitability on an annual or quarterly basis and it is unclear if Pasqal will be able to achieve or sustain, if achieved, profitability. Pasqal plans to continue to invest in its research and development, sales, marketing and professional services efforts, and Pasqal anticipates that its operating expenses will continue to increase as Pasqal scales its business and expand its operations. Pasqal also expects its general and administrative expense to increase as a result of its growth and operating as a public company. Pasqal’s expenses may be greater than it anticipates, and its investments intended to reach its technical targets and scale its business and make its technical infrastructure more efficient may not be successful. Pasqal’s ability to achieve and sustain profitability is based on numerous factors, many of which are beyond its control. Pasqal may never be able to generate sufficient revenue to achieve or sustain profitability and it may incur significantly higher losses in future periods.

In addition, Pasqal may make decisions that would reduce its short-term operating results if Pasqal believes those decisions will improve the experiences of its customers or if Pasqal believes such decisions will improve its operating results over the long-term. These decisions may not be consistent with the expectations of investors and may not produce the long-term benefits Pasqal expects, in which case its business may be materially and adversely affected.

Pasqal has generated initial, limited revenues from project sales, that were largely project-based, and Pasqal’s ability to scale project sales into a repeatable, standardized commercial model remains uncertain.

Pasqal has generated initial revenues from product sales. However, such revenues have historically been limited and largely project-based. The Company’s future growth will depend on its ability to transition from customized or one-off projects to scalable and repeatable commercial model with standardized products, pricing and contractual terms applicable to a broader customer base. If Pasqal is unable to achieve this transition, its revenues and growth prospects could be affected.

Pasqal may face unforeseen risks and challenges as a result of its corporate reorganization.

On February 28, 2026, Pasqal undertook a significant corporate reorganization, pursuant to which all shareholders of Pasqal SAS contributed their shares in Pasqal SAS to Legacy Pasqal in exchange of Legacy Pasqal Shares. As a result, Pasqal may face unforeseen legal, tax, or operational risks related to such reorganization. Unforeseen issues could include, among other things, disputes over transfers of assets, recognition of tax positions, or fulfillment of contractual or regulatory obligations. Any such issues could result in additional costs, delays, or disruptions to Pasqal’s business, and could adversely affect its financial condition or its ability to execute its business strategy. Furthermore, the reorganization may require adjustments due to evolving regulatory and business needs.

Pasqal may require a significant amount of additional capital to pursue its business objectives and respond to business opportunities, challenges and unforeseen circumstances, and Pasqal cannot be sure that additional financing will be available on terms reasonably acceptable or at all. If Pasqal is unable to raise additional funding when needed, it may be required to delay, limit or substantially reduce its development efforts.

Pasqal’s business and its future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Pasqal’s operating plan may change because of factors currently unknown, and Pasqal may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations or other transactions. In addition, Pasqal may seek additional capital even if it believes that it has sufficient funds for current or future operating plans. Such financings may result in dilution to shareholders, the issuance of securities (including convertible debt) with priority as to liquidation and dividend and other rights more favorable than ordinary shares, and the imposition of covenants, including those limiting or restricting Pasqal’s ability to take certain actions, such as incurring additional debt or equity, making capital expenditures or declaring dividends, imposing repayment obligations or other restrictions that may adversely affect its business. Additionally, the March 2026 Financing, as well as significant indebtedness incurred as a result of the March 2026 Financing and the issuance of the Senior Unsecured Convertible Bonds may make Pasqal’s future fund raising more difficult. See the risk factor titled “We will incur significant indebtedness as a result of the March 2026 Financing and the issuance of the Senior Unsecured Convertible Bonds and we may incur additional indebtedness in the future. The indebtedness created by the sale of Senior Unsecured Convertible Bonds and any future indebtedness we incur exposes us to risks that could adversely affect our business, financial condition, and results of operations.”

Any funds Pasqal raises may not be sufficient to fund its operations or enable it to continue to implement its long-term business strategy. Further, its ability to raise additional capital may be adversely impacted by worsening global economic conditions, disruptions to and volatility in the credit and financial markets in the United States and France and current and future military conflicts and wars around the world including related sanctions, tariffs and trade protection measures. There can be no assurance that deterioration in credit and financial markets and loss of confidence in economic conditions will not occur. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for Pasqal’s products and services and its ability to raise additional capital when needed on acceptable terms, if at all. If the equity and credit markets deteriorate, it may make any necessary financing more difficult, more costly and more dilutive. Failure to secure any necessary financing in a timely manner and on favorable terms could impair Pasqal’s ability to achieve its growth strategy, could harm its financial performance and stock price, could require it to delay or abandon its business plans and could require it to delay, limit or substantially reduce its development efforts.

There can be no assurance that financing will be available to Pasqal on favorable terms or at all. The inability to obtain financing when needed may make it more difficult for Pasqal to operate its business or implement its growth plans. In addition, Pasqal’s ability to raise additional capital through the sale of securities could be significantly impacted by the resale of Pasqal’s securities by holders of its securities which could result in a significant decline in the trading price of Pasqal’s securities and potentially hinder its ability to raise capital.

Pasqal may not be able to scale and adapt its business and existing technology in a timely or cost-effective manner to meet customer and market demand, which could result in lower profitability or cause it to fail to execute on its business strategies.

In order to grow its business, Pasqal will need to continually evolve and scale its business and operations to meet customer and market demand. Quantum computing technology has never been sold at large-scale commercial levels. Evolving and scaling its business and operations places increased demands on Pasqal’s technology and management as well as its financial and operational resources to:

•        attract new customers and grow its customer base;

•        maintain and increase the rates at which existing customers use its platform, sell additional products and services to its existing customers, and reduce customer churn;

•        invest in its platform and product offerings;

•        effectively manage organizational change;

•        accelerate and/or refocus research and development activities;

•        expand manufacturing and supply chain capacity;

•        increase sales and marketing efforts;

•        broaden customer-support and services capabilities;

•        maintain or increase operational efficiencies;

•        implement new or improved technologies in our products and services;

•        implement appropriate operational and financial systems; and

•        maintain effective financial disclosure controls and procedures.

Commercial traction of quantum computing technology may never occur. As noted above, there are significant technological challenges associated with developing, producing, marketing and selling services in the advanced technology industry, including Pasqal’s services, and Pasqal may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. Pasqal may not be able to cost effectively manage production at a scale or quality consistent with customer demand in a timely or economical manner.

In order to meet the performance and other requirements of our future customers, Pasqal intends to continue to make significant investments to increase capacity and to develop and implement new technologies in its products and services. These technologies include hardware and infrastructure, cloud provisioning, software architecture and the team’s capacity to triage and provide direct support. Pasqal may not be successful in developing or implementing these technologies. In addition, as Pasqal’s business grows, it must continue to improve and expand its information technology infrastructure. It takes a significant amount of time to plan, develop and test improvements to Pasqal’s technologies and infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such improvements.

Pasqal’s ability to scale is dependent also upon components it must source from multiple industries, including the electronics and laser systems industries., and shortages or supply interruptions in any of these components will adversely impact Pasqal’s ability to deliver revenues.

If large-scale development of Pasqal’s quantum computers commences, its computers may contain defects in design and manufacture that may cause them to not perform as expected or that may require repair and design changes. Pasqal’s quantum computers are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. Pasqal has a limited frame of reference from which to evaluate the long-term performance of its computers. There can be no assurance that Pasqal will be able to detect and fix any defects in its quantum computers in a timely manner that

does not disrupt its services to its customers or at all. If Pasqal’s technology fails to perform as expected, customers may seek out a competitor or turn away from quantum computing entirely, each of which could adversely affect Pasqal’s sales and brand and could adversely affect Pasqal’s business, prospects and results of operations. If defects in Pasqal’s technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that Pasqal will be liable to those third parties.

Furthermore, ongoing improvements to Pasqal’s infrastructure may be more expensive than Pasqal anticipates, and may not yield the expected savings in operating costs or the expected performance benefits. If Pasqal cannot evolve and scale its business and operations effectively, it may not be able to execute its business strategies in a cost-effective manner and its business, financial condition, profitability and results of operations could be adversely affected.

Pasqal may rely heavily on future collaborative partners.

Pasqal has entered into, and may enter into, strategic partnerships to develop and commercialize its current and future research and development programs with other companies to accomplish one or more of the following:

•        obtain expertise in relevant markets;

•        obtain sales and marketing services or support;

•        obtain equipment and facilities;

•        develop relationships with potential future customers; and

•        generate revenue.

Pasqal may not be successful in establishing or maintaining suitable partnerships, and Pasqal may not be able to negotiate collaboration agreements having terms satisfactory to Pasqal, or at all. Failure to make or maintain these arrangements or a delay or failure in a collaborative partner’s performance under any such arrangements could harm its business and financial condition.

Pasqal’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which Pasqal competes achieves the forecasted growth, Pasqal’s business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts, including those generated by Pasqal and those derived from market reports by leading research and consulting firms, are subject to significant uncertainty and are based on assumptions that may not prove to be accurate, as well as data published by third parties that Pasqal has not independently verified. The variables that go into the calculation of Pasqal’s market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by its market opportunity estimates will purchase its products at all or generate any particular level of revenue for Pasqal. In addition, alternatives to quantum computing may present themselves and if they did, could substantially reduce the market for quantum computing services. Any expansion in Pasqal’s market depends on a number of factors, including the cost, performance, and perceived value associated with quantum computing solutions. The methodology and assumptions used to estimate market opportunities may differ materially from the methodologies and assumptions previously used to estimate total addressable market. Advances in classical computing may prove more robust for longer than currently anticipated. This could adversely affect the timing of any quantum advantage being achieved, if at all.

Pasqal’s success will depend upon its ability to expand, scale its operations and increase its sales capability. Even if the market in which Pasqal competes meets the size estimates and growth forecasted, Pasqal’s business could fail to grow at similar rates, if at all.

Moreover, because of Pasqal’s unique technology, Pasqal’s customers will require particular support and service functions, some of which are not currently available. If Pasqal experiences delays in adding such support capacity or servicing Pasqal customers efficiently, or experience unforeseen issues with the reliability of Pasqal’s technology, it could overburden Pasqal’s servicing and support capabilities. Similarly, increasing the number of Pasqal’s customers, products or services, for example by entering into government contracts and expanding to new geographies, has required and may continue to require Pasqal to rapidly increase the availability of these services. Failure to adequately support and service Pasqal’s customers may inhibit Pasqal’s growth and ability to expand computing targets globally.

There can be no assurance that Pasqal’s projections on which such targets are based will prove accurate or that the pace of growth will meet customer expectations. Failure to grow at rates similar to that of the quantum industry may adversely affect Pasqal’s operating results and ability to effectively compete within the industry.

Pasqal’s contracts with French governmental entities and the European Commission may subject Pasqal to regulatory and budgetary risks that could potentially impact its revenues and financial condition.

Our revenues may be derived from governmental contracts, including those with French and European public entities such as the Direction Générale de l’Armement and the European Commission.

These contracts are subject to specific regulations, public procurement processes, and budgetary constraints applicable to government customers. Any reduction, delay, suspension, or termination of these contracts, whether due to shifts in government priorities, changes in public budgets, administrative decisions, or increased regulatory standards, could potentially have an adverse impact on our revenues and financial results, and may negatively affect our ability to secure future governmental projects. As a result, our revenues may fluctuate depending on the timing, renewal, and performance under these government contracts.

Pasqal may not manage growth effectively.

Pasqal’s failure to manage growth effectively could harm its business, results of operations and financial condition. Pasqal anticipates that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on Pasqal’s management, operational and financial resources. For example, expansion of and upgrades to our facilities and systems is continual and ongoing, and we may not complete expansions and upgrades on terms originally anticipated, in a timely manner or at all, which could have a material impact on our business, financial condition or results of operations. Expansion will require significant cash investments and management resources and there is no guarantee that they will generate additional sales of Pasqal’s products or services, or that Pasqal will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, Pasqal will also need to ensure its compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of its products. To manage the growth of its operations and personnel, Pasqal must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. Pasqal may be unable to acquire the necessary capabilities and personnel required to manage growth or to identify, manage and exploit potential strategic relationships and market opportunities.

The hiring and retention of a highly qualified Chief Financial Officer (“CFO”) may be necessary for Pasqal’s future success.

Jean-Yves Quentel, the Chief Financial Officer of Pasqal, has informed the Company that he wishes to pursue other opportunities. Mr. Quentel will leave the Company by May 30, 2026 following the hiring of a Chief Financial Officer by the Company. The Company has already started its search for a new Chief Financial Officer. Mr. Quentel has agreed to continue assisting the Company on a part time basis until a new Chief Financial Officer is appointed in the event a new Chief Financial Officer is not hired by May 30, 2026.

Risks Related to Pasqal’s Business and Industry

Pasqal’s technical roadmap and plans for commercialization involves technology that is still under development and may not become available on the expected timeline or achieve the intended performance level.

Pasqal’s current and planned products are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. Pasqal has a limited frame of reference from which to evaluate the long-term performance of its products and services and Pasqal may be unable to detect and fix any defects in its quantum computers or cloud services infrastructure prior to the sale of products or services to potential consumers. Pasqal’s products may contain defects in design, manufacturing and/or delivery that may cause them to fail to perform as expected or may require repair, recalls and/or design changes. These could be affected by infrastructure downtime either within Pasqal’s own service or because of third-party service providers on which Pasqal is dependent. If Pasqal’s products or services fail to perform as expected, customers may delay orders or terminate further orders, each of which could adversely affect Pasqal’s sales and brand and could adversely affect Pasqal’s business, prospects and results of operations.

If Pasqal cannot evolve and scale its business and operations effectively, Pasqal may not be able to execute its business strategies in a cost-effective manner and its business, financial condition, profitability and results of operations could be adversely affected.

Building quantum computers requires advances in both science and engineering, and Pasqal may not have the ability to deliver those advances. The markets in which Pasqal operates are still rapidly evolving and highly competitive and the impact of rapidly changing science and engineering technologies could have an impact on the delivery of Pasqal’s technical roadmap which means that future generations of products both in quantum and in gate model may be delayed or may never be delivered. If this happens, Pasqal’s technical roadmap may be delayed or may never be achieved, either of which would have a material impact on Pasqal’s business, financial condition or results of operations.

The quantum computing industry is competitive on a global scale and Pasqal may not be successful in competing in this industry or establishing and maintaining confidence in its long-term business prospects among current and future partners and customers. Additionally, competitive pressures may put pressure on our pricing, which may require us to reduce our pricing in order to provide competitively priced access to our products and services.

The markets in which Pasqal operates are fragmented by approach, rapidly evolving and highly competitive. As the marketplace continues to mature and new technologies and competitors enter, Pasqal expects competition to intensify. Pasqal’s current competitors include:

•        large, well-established tech companies that generally compete across Pasqal’s products, including Honeywell, Google, Microsoft, Amazon, and IBM;

•        large research organizations funded by sovereign nations such as China, Russia, Canada, Australia and the United Kingdom, and those in the European Union as of the date of this proxy statement/prospectus and Pasqal believes additional countries in the future;

•        less-established public and private companies with competing technology, including companies located outside the United States; and

•        new or emerging entrants seeking to develop competing technologies.

Many of Pasqal’s competitors have substantially greater brand recognition, customer and other third-party relationships, and financial, technical and other resources, including an experienced sales force and sophisticated supply chain management, including major distribution agreements with consultants, system integrators and resellers. They may be able to respond more quickly and effectively than Pasqal to new or changing opportunities, technologies, standards, customer requirements and buying practices or to cross-subsidize their quantum offerings from their other higher margin operations. In addition, many countries (in addition to France) are focused on developing quantum computing solutions either in the private or public sector and may subsidize quantum computers which may make it difficult for Pasqal to compete. Many of these competitors do not face the same challenges Pasqal does in growing its business. In addition, other competitors may be able to compete with Pasqal by bundling their other products or making acquisitions in a way that does not allow Pasqal to offer a competitive solution. Following such potential consolidations, companies may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for us to compete effectively. Smaller or early-stage companies may also prove to be significant competitors, particularly if they pursue competing solutions through collaborative arrangements with large and established companies.

With the adoption of new technologies, such as AI and machine learning, and new market entrants, we expect competition to intensify in the future. For example, our competitors may more successfully incorporate AI into their products, gain or leverage superior access to certain AI technologies and achieve higher market acceptance of their AI solutions. In addition, as we continue to expand our focus into new use cases or other product offerings beyond software development teams, we expect competition to increase. Pricing pressures and increased competition generally could result in reduced sales, reduced margins, losses, or the failure of our products to achieve or maintain more widespread market acceptance, any of which could harm our business, results of operations and financial condition.

Our competitors have extensive experience in developing and protecting intellectual property and may develop and patent processes or products earlier than us, obtain regulatory approvals for competing products more rapidly than we are able to and develop more effective and less expensive products or technologies that would render our products non-competitive or obsolete. We may also face intellectual property litigation risks if competitors assert patents or other intellectual property rights that overlap with our technologies or product offerings.

Additionally, if Pasqal does not achieve its objectives in a timely manner, Pasqal may lose competitive positioning relative to other quantum computing companies, as well as competing technologies and alternative solutions. Because there are a large number of market participants, including certain sovereign nations (in addition to France), such as the United States, focused on developing quantum computing technology, Pasqal must dedicate significant resources to achieving any technical objectives on the timelines established by its management team. Any failure to achieve objectives in a timely manner could adversely affect Pasqal’s business, operating results and financial condition.

For all of these reasons, competition may negatively impact Pasqal’s ability to maintain and grow consumption of its platform or put downward pressure on its prices and gross margins, any of which could materially harm the reputation, business, results of operations, and financial condition of Pasqal.

Pasqal’s products and services are dependent upon its relationships with various third-party providers, including cloud providers and suppliers of specialized components such as laser systems, and any disruption of or interference with Pasqal’s use of such third parties would adversely affect Pasqal’s business, results of operations and financial condition.

Pasqal relies upon third parties to operate its platform, third-party facilities to house some of its systems, third parties to provide its services, and specialized components sourced from third-party providers, including laser system providers, to operate its business. Pasqal’s business is currently dependent upon its relationships with cloud providers (such as Google Cloud and Microsoft Azure) and producers of lasers. There are no assurances that Pasqal will be able to commercialize quantum computers from these relationships or without continued access to high-quality and reliable components and services from such providers.

Any disruption of or interference with Pasqal’s use of such third-party providers or locations, including extended outages, interruptions, or the unavailability of services on commercially reasonable terms, could adversely affect Pasqal’s business, results of operations and financial condition. Pasqal could experience delays in its ability to provide its solutions or run its business, increased expenses, interruptions in its ability to manage finances, and impairments in its processes for managing sales of its platform and supporting its customers until equivalent services, if available, are identified, obtained, and implemented. If Pasqal needs to transition to alternative providers, it may face difficulties securing providers on acceptable terms or with the capabilities required to support its systems. As Pasqal seeks to scale production to higher volumes, its reliance on these third-party providers may increase, and any failure to effectively manage its supply chain could limit its ability to meet customer demand and achieve its growth objectives.

Pasqal has experienced, and expects that it may experience, interruptions, delays and outages in service and availability due to a variety of factors, including infrastructure changes, human or software errors, hosting disruptions and capacity constraints, which may result from technical failures, natural disasters, fraud or security attacks. If Pasqal’s security, or that of its hosting provider, is compromised, or if Pasqal’s platform or products are unavailable or users are unable to use Pasqal’s products within a reasonable amount of time or at all, Pasqal’s business, results of operations and financial condition could be adversely affected. Pasqal’s ability to conduct security audits on its hosting provider is limited and its contracts do not contain strong indemnification terms in Pasqal’s favor. In some instances, Pasqal may not be able to identify or remedy the causes of these performance problems within a time period acceptable to customers, and it may become increasingly difficult to maintain and improve platform performance as products become more complex and usage increases. Any changes in service levels from Pasqal’s hosting providers may adversely affect its ability to meet customer requirements.

Pasqal’s cloud providers and certain suppliers, including laser producers, have internal or potential competing technologies and significant resources. There is a risk that such providers could use their control over public clouds or essential components to embed competing capabilities, bundle competing products, provide unfavorable pricing, leverage customer relationships to exclude Pasqal from opportunities, or treat Pasqal and its customers differently with respect to terms, conditions or regulatory requirements. These providers may also acquire or partner with competing technology providers and thereby accelerate adoption of competing technologies. All of the foregoing could make it difficult or impossible for Pasqal to provide products and services that compete favorably.

Pasqal currently relies on a limited number of specialized suppliers for critical components, including lasers used in its quantum processors. Partnerships with such suppliers could be terminated, may not scale as anticipated, or may not materialize at all. If Pasqal’s contractual and other business relationships with its third-party providers are terminated, suspended, or materially changed, including through the elimination of components or services on which Pasqal depends, Pasqal may be unable to provide its solutions at the same scale, experience significant delays, and incur additional expenses in transitioning to alternative providers.

Any of the foregoing circumstances may harm Pasqal’s reputation, cause customers to stop using its products, impair its ability to attract new customers and increase revenue from existing customers, subject Pasqal to financial penalties and liabilities under service level agreements, result in reduced use of its systems, increased expenses, and otherwise adversely affect Pasqal’s business, financial condition and results of operations.

Even if Pasqal is successful in developing quantum computing systems and executing its strategy, competitors in the industry may achieve technological breakthroughs which render its quantum computing systems obsolete or inferior to other products.

Pasqal’s continued growth and success depend on its ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, Pasqal’s quantum computing solutions could be rendered obsolete or less competitive by changing customer preferences or because of the introduction of a competitor’s newer technologies. Pasqal believes that many competing technologies will require a technological breakthrough in one or more problems related to science, fundamental physics or manufacturing. While it is uncertain whether such technological breakthroughs will occur in the next several years that does not preclude the possibility that such technological breakthroughs could eventually occur. Any technological breakthroughs which render Pasqal’s technology obsolete or inferior to other products, could have a material effect on Pasqal’s business, financial condition or results of operations.

Pasqal’s revenue projections are dependent on its ability to sell the QPUs in a cost-competitive fashion in the market.

Pasqal’s revenue projections are dependent on its ability to sell the QPUs in a cost-competitive fashion in the market. These revenue projections are based on economies of scale due to demand for Pasqal’s computer systems, technological innovation and negotiations with third-party parts suppliers. If these revenue projections do not materialize, Pasqal’s quantum computing solution may become less competitive than those produced by its competitors, which could have a material effect on Pasqal’s business, financial condition or results of operations.

QPU contracts typically involve delivery and commissioning lead times of approximately two years following contract execution and receipt of payment. As a result of this extended timeline between receipt of customer payment and the ultimate transfer of the equipment, these contracts contain a significant financing component, requiring the transaction price to be adjusted by discounting at the prevailing market interest rate. We may need to identify solutions that can act as consistent sources of revenue or change our pricing model from time to time. As the market for our platform matures, or as competitors introduce new solutions that compete with ours, we may be unable to attract potential customers at the same prices or based on the same pricing models that we intend to implement. Our assessments of competitive pricing may not be accurate and we could be underpricing or overpricing our platform and services. Our limited history means we do not have long-term market data on the optimal method of pricing our products and services and maximizing the opportunities they represent. In addition, if the offerings on our platform or our services change, we may need to revise our pricing strategies. Any such changes to our pricing strategies or our ability to efficiently price our offerings could adversely affect our business, results of operations and financial condition. In addition, as we continue to expand internationally, we also must determine the appropriate pricing strategy to enable us to compete effectively internationally. Pricing pressures and decisions could result in reduced sales, reduced margins, losses or the failure of our products and services to achieve or maintain more widespread market acceptance, any of which could negatively impact our overall business, results of operations and financial condition. Moreover, larger companies and public sector organizations, which are a primary focus of our direct sales efforts, may demand substantial price concessions. As a result, we may be required to price below our targets in the future, which could adversely affect our revenue, gross margin, profitability, cash flows and financial condition.

The quantum computing industry is in its early stages and is volatile, and if it does not develop, if it develops slower than Pasqal expects, if it develops in a manner that does not require use of Pasqal’s products and services, if it encounters negative publicity or if Pasqal’s solution does not drive commercial engagement, the growth of Pasqal’s business will be harmed.

The market for quantum computers is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards, and changing customer demands and behaviors. If the market for quantum computers in general does not develop as expected, or develops more slowly than expected, Pasqal’s business, prospects, financial condition and operating results could be harmed. Pasqal has focused its efforts on the optimization market with its quantum computers, and in the near term expect its business to grow from this market. If optimization does not require quantum computing or if other classical or quantum solutions perform better than its products and services, Pasqal could see a decrease in customer uptake and revenue. In addition, Pasqal’s growth and future demand for Pasqal’s products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on Pasqal’s ability to demonstrate the value of quantum computing to Pasqal’s customers. Delays in future generations of Pasqal’s quantum computers or technical failures at other quantum computing companies could limit market acceptance of Pasqal’s solution. Negative publicity concerning Pasqal’s solution or the quantum computing industry as a whole could limit market acceptance of Pasqal’s solution. While Pasqal believes quantum computing will solve many large-scale problems, Pasqal does not yet have evidence that quantum computers will be able to do so and such problems may never be solvable by quantum computing technology. If Pasqal’s customers do not perceive the benefits of Pasqal’s solution, or if Pasqal’s solution does not drive customer engagement, then Pasqal’s market may not develop at all, or it may develop more slowly than Pasqal expects. If any of these events occur, it could have a material adverse effect on Pasqal’s business, financial condition or results of operations. If progress towards “quantum advantage” (as described below) slows relative to expectations, it could adversely impact revenues and customer confidence to continue to pay for testing, access and “quantum readiness.” This would harm or even eliminate revenues in the period before quantum advantage.

If Pasqal’s products and services fail to deliver customer value to a broader range of customers than classical approaches, Pasqal’s business, financial condition and future prospects may be harmed.

“Quantum advantage” means the moment when a quantum computer can compute faster than existing classical computers, while quantum supremacy is achieved once quantum computers are powerful enough to complete calculations that traditional supercomputers cannot perform at all. Broad quantum advantage is when quantum advantage is seen in many applications and developers prefer quantum computers to a traditional computer. No current quantum computers, including Pasqal’s quantum hardware, have reached a broad quantum advantage, and they may never reach such advantage. Achieving a broad quantum advantage will be critical to the success of any quantum computing company, including Pasqal. However, achieving quantum advantage would not necessarily lead to commercial viability of the technology that accomplished such advantage, nor would it mean that such system could outperform classical computers in tasks other than the one used to determine a quantum advantage. Other companies, including some of Pasqal’s customers, are working on classical approaches that target similar use cases, increasing competition and risk of not capturing market share. As quantum computing technology continues to mature, broad quantum advantage may take decades to be realized, if ever. If Pasqal cannot develop quantum computers that have quantum advantage, customers may not continue to purchase its products and services. If customers decide to wait until broad quantum advantage is reached, this could impair the growth of Pasqal’s business. If other companies’ quantum computers reach a broad quantum advantage prior to the time Pasqal’s reaches such capabilities, it could lead to a loss of customers. If any of these events occur, it could have a material adverse effect on Pasqal’s business, financial condition or results of operations.

Since quantum computing is a new form of computing, some customers may want to understand the details of how Pasqal’s products operate. However, because this is proprietary and trade secret information Pasqal cannot or may not want to share and Pasqal may lose customers as a result.

Pasqal could suffer disruptions, outages, defects and other performance and quality problems with its quantum computing systems, its production technology partners or with the public cloud, data centers and internet infrastructure on which it relies. Real or perceived errors, disruptions, outages, defects and other performance and quality problems in Pasqal’s products and services could materially and adversely affect its operating results, financial condition and growth prospects.

Pasqal’s business depends on its quantum computing systems to be available. Pasqal has experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with its systems. Pasqal has also experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with the public cloud and internet infrastructure on which its systems rely. These problems can be caused by a variety of factors, including failed introductions of new functionality, vulnerabilities and defects in proprietary and open-source software, hardware components, human error or misconduct, capacity constraints, design limitations or denial of service attacks or other security-related incidents. Pasqal does not have a contractual right with its public cloud providers that compensates it for any losses due to availability interruptions in the public cloud.

Any real or perceived disruptions, outages, defects and other performance and quality problems with Pasqal’s quantum computing system or with the public cloud and internet infrastructure on which it relies, could result in reduced use of Pasqal’s systems, increased expenses, including service credit obligations, and harm to the Pasqal brand and reputation, any of which could have a material adverse effect on Pasqal’s business, financial condition and results of operations.

Pasqal’s products may not achieve market success, but will still require significant costs to develop.

Pasqal believes that it must continue to dedicate significant resources to its research and development efforts before knowing whether there will be market acceptance of its quantum computing technologies. Furthermore, the technology for Pasqal’s products is new, and the performance of these products is uncertain. Pasqal’s quantum computing technologies could fail to attain sufficient market acceptance, if at all, for many reasons, including:

•        pricing and the perceived value of Pasqal’s systems relative to its cost;

•        delays in releasing quantum computers with sufficient performance and scale to the market;

•        failure to produce products of consistent quality that offer functionality comparable or superior to existing or new products;

•        ability to produce products fit for their intended purpose;

•        failures to accurately predict market or customer demands;

•        defects, errors or failures in the design or performance of Pasqal’s quantum computing system;

•        negative publicity about the performance or effectiveness of Pasqal’s system;

•        strategic reaction of companies that market competitive products; and

•        the introduction or anticipated introduction of competing technology.

To the extent Pasqal is unable to effectively develop and market a quantum computing system to address these challenges and attain market acceptance, its business, operating results and financial condition may be adversely affected.

Pasqal is highly dependent on its ability to attract and retain senior executive leadership and other key employees, such as quantum physicists, software engineers and other key technical employees, and on effective succession planning and the transfer of knowledge among key scientific, technical and managerial personnel. If Pasqal fails to retain talented, highly qualified senior management, engineers and other key employees or attract them when needed, or fails to ensure smooth leadership transitions, such failure could negatively impact its business.

Pasqal’s future success is highly dependent on its ability to attract and retain its executive officers, key employees and other qualified personnel. As Pasqal builds its brand and becomes more well known, there is increased risk that competitors or other companies may seek to hire Pasqal’s personnel. The loss of the services provided by these

individuals will adversely impact the achievement of Pasqal’s business strategy. These individuals could leave Pasqal’s employment at any time, as they are “at will” employees. A loss of a member of senior management, or an engineer or other key employee particularly to a competitor, could also place Pasqal at a competitive disadvantage. Effective succession planning is also important to Pasqal’s long-term success. Failure to ensure effective transfer of knowledge and smooth transitions involving key employees could hinder the company’s strategic planning and execution.

Pasqal’s future success also depends on its continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. The market for highly skilled workers and leaders in the quantum computing industry is extremely competitive. In particular, hiring qualified personnel specializing in supply chain management, engineering and sales, as well as other technical staff and research and development personnel is critical to Pasqal’s business and the development of its quantum computing systems. Some of these professionals are hard to find and Pasqal may encounter significant competition in its efforts to hire them. Many of the other companies with which Pasqal competes for qualified personnel have greater financial and other resources than it does. The effective operation of Pasqal’s supply chain, including the acquisition of critical components and materials, the development of its quantum computing technologies, the commercialization of its quantum computing technologies and the effective operation of its managerial and operating systems all depend upon Pasqal’s ability to attract, train and retain qualified personnel in the aforementioned specialties. Additionally, changes in immigration and work permit laws and regulations or the administration or interpretation of such laws or regulations could impair Pasqal’s ability to attract and retain highly qualified employees. If Pasqal cannot attract, train and retain qualified personnel in this competitive environment, it may experience delays in the development of its quantum computing technologies and be otherwise unable to develop and grow its business as projected, or even at all.

Pasqal’s future growth and success depend on its ability to sell effectively to customers.

Pasqal’s future growth and success depend on its ability to sell effectively to its customers. Pasqal’s potential customers tend to be large companies and public sector customers. Therefore, Pasqal’s future success will depend on its ability to effectively sell its products to such large companies and public sector customers. Sales to these end-customers involve risks that may not be present (or that are present to a lesser extent) with sales to smaller customers. These risks include, but are not limited to, (i) increased purchasing power and leverage held by public sector customers and large customers in negotiating contractual arrangements with Pasqal and (ii) longer sales cycles and the associated risk that substantial time and resources may be spent on a potential end-customer that elects not to purchase Pasqal’s solutions. Public sector customers and large organizations often undertake a significant evaluation process that results in a lengthy sales cycle. In addition, product purchases by public sector customers and large organizations are frequently subject to budget constraints, multiple approvals and unanticipated administrative, processing and other delays. In the future, we may be required to increase our marketing spend to sell effectively to customers.

Additionally, changes in government spending could have adverse consequences on Pasqal’s financial position, results of operations and business. Pasqal’s anticipated future revenues from the government result from contracts awarded under various government programs. Significant reduction in government spending could have long-term consequences to our financial results and operations. In addition, changes in government priorities and requirements could impact the funding, or the timing of funding, of our programs, which could negatively impact our results of operations and financial condition.

Finally, public sector customers and large organizations typically have longer implementation cycles, require greater product functionality and scalability, require a broader range of services, demand that vendors take on a larger share of risks, require acceptance provisions that can lead to a delay in revenue recognition and expect greater payment flexibility. All of these factors can add further risk to business conducted with these potential customers.

Pasqal may not be able to accurately estimate the future supply and demand for its quantum computers, which could result in a variety of inefficiencies in its business and hinder its ability to generate revenue. If Pasqal fails to accurately predict its manufacturing requirements, it could incur additional costs or experience delays.

It is difficult to predict Pasqal’s future revenues and appropriately budget for its expenses, and Pasqal may have limited insight into trends that may emerge and affect its business. Pasqal anticipates being required to provide forecasts of its demand to its current and future suppliers prior to the scheduled delivery of products to potential customers. Currently, there is no historical basis for making judgments on the demand for Pasqal’s quantum computers or its ability to develop, manufacture, and deliver quantum computers, or Pasqal’s profitability, if any, in the future.

If Pasqal overestimates its requirements, its suppliers may have excess inventory, which indirectly would increase its costs. If Pasqal underestimates its requirements, its suppliers may have inadequate inventory, which could interrupt manufacturing of its products and result in delays in shipments and revenues. In addition, lead times for materials and components that Pasqal’s suppliers order may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each component at a given time. If Pasqal fails to order sufficient quantities of product components in a timely manner, the delivery of quantum computers and related compute time to its potential customers could be delayed, which would harm its business, financial condition and operating results.

Pasqal’s ability to scale its operations and meet customer demand for its QPUs is dependent on having adequate manufacturing facilities. Pasqal’s current facilities may not provide sufficient space to support the production volumes required to accommodate a growth in demand. The assembly, calibration, and testing of QPUs requires specialized environments with precise environmental controls, and expanding or reconfiguring Pasqal’s facilities to increase production capacity may involve significant time, capital expenditure, and operational disruption. If Pasqal is unable to secure additional space on acceptable terms, or if there are delays in constructing, equipping, or qualifying new or expanded facilities, Pasqal may be unable to manufacture QPUs in the quantities or on the timelines required by its customers.

Pasqal’s deployment cost estimates are highly sensitive to a range of economic factors, and Pasqal’s ability to control or manage our costs may be limited.

Capital and operating costs for the foreseeable future, are difficult to project, inherently variable and are subject to significant change based on a variety of factors including regulatory oversight, operating agreements, supply chain availability, inflation and other factors The commercial viability of Pasqal’s quantum computing systems depends in part on its ability to reduce the cost of developing, manufacturing and operating its quantum processing units and related infrastructure. Achieving such cost reductions will require continued technological improvements, industrialization efforts and process optimization, which may not occur as expected or withing the anticipated timeframe. If Pasqal is unable to reduce these costs sufficiently, the adoption of its quantum computing solutions and its ability to achieve profitable operations could be affected. While we believe our cost estimates are reasonable, they may increase significantly through design maturity, when accounting for supply chain availability or as a result of other factors. To the extent cost reductions in these areas are not achieved within the expected timeframe or magnitude, our products, may not be cost competitive with alternative technologies, which may have a material adverse effect on our business prospects, financial condition, results of operations and cash flows and could harm our reputation.

In the future Pasqal may be required to record significant charges for impairment of its long-lived assets, other assets or investments.

An adverse change in market conditions, including a negative change to Pasqal’s position in the market or lack of growth in demand for Pasqal’s products could be considered to be an impairment triggering event. Such changes in the future could impact valuation assumptions relating to the recoverability of assets and may result in impairment charges to Pasqal’s long-lived assets, other assets or investments, which would have a negative impact on Pasqal’s operating results and harm Pasqal’s business.

There are inherent uncertainties in management’s estimates, judgments and assumptions used in assessing recoverability of intangible and other long-lived assets. Any material changes in key assumptions, including failure to meet business plans, a deterioration in the U.S. and global financial markets, an increase in interest rates or an increase in the cost of equity financing by market participants within the industry or other unanticipated events and circumstances, may decrease Pasqal’s projected cash flows or increase discount rates and could potentially result in an impairment charge. From time to time, Pasqal may be required to record a significant charge to earnings in Pasqal’s consolidated financial statements during the period in which any impairment of Pasqal’s long-lived assets is determined, which might have a materially adverse impact on Pasqal’s business operations and Pasqal’s financial position or results of operations.

Pasqal’s quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, which could harm its business.

Pasqal’s quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, its business could be harmed. Pasqal has focused its efforts on creating quantum computing hardware, the operating system for such hardware and a suite of software programs that optimize execution of quantum

algorithms on its hardware. If a proprietary (not open source) software toolset became the standard for quantum application development in the future by a competitor, usage of Pasqal hardware might be limited as a result which would have a negative impact on Pasqal. Similarly, if a piece of hardware became a necessary component for quantum computing (for instance, quantum networking) and Pasqal cannot integrate with it, the result might have a negative impact on Pasqal. If Pasqal’s customers are unable to achieve compatibility between other software and hardware and Pasqal’s hardware, it could impact Pasqal’s relationships with such customers or with customers, generally, if the incompatibility is more widespread. In addition, the mere announcement of an incompatibility problem relating to Pasqal’s products with higher level software tools could cause Pasqal to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of Pasqal’s quantum computing solutions could adversely affect Pasqal’s business, operating results and financial condition.

Pasqal’s operations are subject to a variety of cybersecurity, physical hardware, and human-related security risks that could result in significant operational disruption, financial loss, legal liability, or reputational harm.

Pasqal’s operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to Pasqal’s customers, Pasqal’s customers’ customers, Pasqal’s employees and other third parties. Cyberattacks and other malicious internet-based activity continue to increase, and cloud-based platform providers of products and services, such as Pasqal, have been and are expected to continue to be targeted by sophisticated hackers and cybercriminals, including nation-state and nation-state-supported actors, who employ advanced techniques such as social engineering (phishing), automated attacks (including denial-of-service attacks), malicious code (including viruses and worms), ransomware, and employee theft or misuse, which may evade detection for extended periods. Due to Pasqal’s use of third-party cloud infrastructure, Pasqal depends in part on third-party security measures to protect against cybersecurity-related attacks. Despite efforts to create security barriers, it is not feasible for Pasqal to entirely mitigate these risks, as the techniques used to obtain unauthorized access to or compromise of systems change frequently. A breach of Pasqal’s networks, or those of its service providers or vendors, could result in unauthorized access to, use of, loss of, or unauthorized disclosure of sensitive and confidential information, including personal information, and disruption of business operations.

Pasqal’s quantum processing units are highly complex and sensitive systems, and damage to a QPU, whether caused by a malicious actor or accident, could result in significant repair or replacement costs, project delays, and inability to meet customer commitments. Equipment failures affecting Pasqal’s information technology infrastructure could result in the unavailability of critical data and systems and disruption of operations, and potentially lead to the loss or unauthorized disclosure of confidential company or customer information.

Additionally, Pasqal’s operations may be adversely affected by employee negligence, misconduct, or insider threats. Employees or contractors with access to sensitive systems, intellectual property, or confidential data may, whether intentionally or inadvertently, cause security breaches, damage to equipment, or unauthorized disclosure of proprietary information.

Many governments, including the French government and the European Commission, have enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data, and some of Pasqal’s customers require notification of data security breaches. Security compromises experienced by Pasqal, its competitors, or its customers may lead to public disclosures and negative publicity, harm Pasqal’s reputation, erode confidence in its security measures, negatively affect its ability to attract new customers, encourage customers to restrict use of its platform or not renew subscriptions, or subject Pasqal to lawsuits, regulatory fines or other liability.

Pasqal’s existing general liability insurance coverage and coverage for cyber liability or errors or omissions may not continue to be available on acceptable terms or in sufficient amounts to cover one or more large claims, and Pasqal’s insurer may deny coverage with respect to future claims. The successful assertion of one or more large claims that exceed available insurance coverage, or changes in Pasqal’s insurance policies, including premium increases or the imposition of large deductibles or co-insurance requirements, would harm Pasqal’s business.

Any of the foregoing risks, individually or in combination, could materially adversely affect Pasqal’s business, financial condition, and results of operations.

Unfavorable conditions in the quantum computing industry or the global economy, including uncertain geopolitical conditions, could limit Pasqal’s ability to grow Pasqal’s business and negatively affect Pasqal’s results of operations.

Unfavorable conditions in the quantum computing industry or the global economy, could limit Pasqal’s ability to grow its business and negatively affect its results of operations. Pasqal’s results of operations may vary based on the impact of changes in its industry or the global economy on the company or its customers and potential customers. Negative conditions in the general economy both in the United States, France and in other countries, including conditions resulting from changes in gross domestic product growth, inflation, financial and credit market fluctuations, tightening of the credit markets, including as a result of bank failures and any resulting issues in the broader U.S., European or global financial system, any higher interest rates, recessions, international trade relations, political turmoil, natural catastrophes, warfare, and terrorist attacks, could negatively impact Pasqal’s business, financial condition, results of operation, and liquidity or cause a decrease in business investments, including the progress on development of quantum technologies, and negatively affect the growth of Pasqal’s business. Similarly, geopolitical tensions in and around Ukraine, the Middle East and other areas of the world, including the conflict in the Middle East arising from strikes by Israel and the U.S. on Iran that began on February 28, 2026, the ensuing multi-week armed conflict involving retaliatory Iranian missile and drone strikes across the region, the resumption of the Israel-Hezbollah conflict in Lebanon, and the effective closure of the Strait of Hormuz, have created extreme volatility in the global capital markets and are expected to have further global economic consequences, including disruptions of the global supply chain and energy markets. Although a conditional ceasefire was announced on April 8, 2026, the situation remains unresolved. The ceasefire has been tested by further exchanges of fire, negotiations remain ongoing, and traffic through the Strait of Hormuz has not fully resumed. Any breakdown of the ceasefire, resumption of hostilities or further acts of war, terror, or responses to each could result in similar or increased impacts on the global economy. Increased inflation rates can adversely affect Pasqal by increasing Pasqal’s costs, including labor and employee benefit costs. In addition, higher inflation also could increase Pasqal’s customers’ operating costs, which could result in reduced budgets for Pasqal’s customers and potentially less demand for Pasqal’s quantum software products and the development of quantum technologies. Any significant increases in inflation and related increase in interest rates could have a material adverse effect on Pasqal’s business, results of operations and financial condition.

The occurrence of adverse events, cancellations of significant projects, delays in project timelines, adjustments in cost structures, and other negative developments announced by competitors could have an impact on Pasqal’s operations, financial performance, and future prospects.

The occurrence of newsworthy events in the quantum computing industry as a whole, including, but not limited to, the delay of major projects, inflated cost adjustments, fluctuations in product pricing strategies, cancellations of public offerings, customer withdrawals, or disruptions in supply chain may adversely affect Pasqal’s business in several ways, including:

•        Negative news or events associated with industry peers may lead to decreased investor confidence in the sector, which could impact the broader stock market performance of companies operating within the industry, including Pasqal. This could result in fluctuations or declines in Pasqal’s stock price irrespective of Pasqal’s internal performance.

•        Adverse events involving Pasqal’s competitors may alter the competitive landscape, affecting market share dynamics, pricing strategies, and overall positioning within the industry. This could impact Pasqal’s ability to retain or expand Pasqal’s market presence.

•        Changes in market dynamics influenced by competitors’ actions, such as inflated cost adjustments or potential cancellations, could have ripple effects on Pasqal’s financial stability and profitability, influencing Pasqal’s financial metrics and potentially impacting investor perceptions.

While Pasqal implements risk mitigation strategies, there is no guarantee that Pasqal will be insulated from the adverse effects of such events and the occurrence of any of these events could negatively impact Pasqal’s business operations and financial condition.

Pasqal’s operations, business, customers and partners could be adversely affected by climate change and related environmental sustainability matters.

There are increasing and rapidly evolving concerns over the risks of climate change and related environmental sustainability matters. Pasqal’s operations, business, customers and partners could be adversely affected by climate change. The physical risks of climate change include rising average global temperatures, rising sea levels and an increase in the frequency and severity of extreme weather events and natural disasters. Such events and disasters could disrupt Pasqal’s operations or the operations of customers or third parties on which Pasqal relies and could result in market volatility. Additionally, Pasqal may face risks related to the transition to a low-carbon economy. Pasqal could experience increased expenses resulting from strategic planning, litigation and changes to Pasqal’s technology, operations, products and services, access to energy and water, as well as reputational harm as a result of negative public sentiment, regulatory scrutiny and reduced stakeholder confidence, due to Pasqal’s response to climate change or real or perceived vulnerability to climate change-related risks. Changes in consumer preferences, travel patterns and legal requirements could increase expenses or otherwise adversely impact Pasqal’s business, customers and partners.

Government actions and regulations, such as tariffs and trade protection measures, may limit Pasqal’s ability to obtain products from its suppliers or sell its products and services to customers.

Changes to trade policies, including tariff rates and customs duties, by the United States, France and other countries in which Pasqal’s suppliers are located could adversely impact Pasqal’s business. Tariffs or other trade restrictions imposed on components sourced from Pasqal’s suppliers could increase Pasqal’s costs and adversely affect its margins. In addition, tariffs imposed on Pasqal’s QPUs and other products entering the U.S. could require Pasqal to adjust its pricing, which may reduce demand or compress its margins. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on its products or on its customers by the U.S. or other countries that could have a material adverse effect on its business. Pasqal cannot predict what actions may ultimately be taken with respect to tariffs or international trade policies, and any such actions could materially and adversely affect Pasqal’s business, liquidity, financial condition and/or results of operations.

In reaction to new trade and geopolitical circumstances, the EU and its member states, including France, are already changing their traditionally open trade policies in order to provide more support to their sovereign interests (see the draft EU Industrialisation Accelerating Act although in its current version this project would not impact Pasqal). It is not possible to discard that such reorientation might become more aggressive in the future. In addition, should Pasqal’s technology become important for military and internal security purposes, the French government could envisage limiting the use of this technology in non-amicable countries, for instance via a strict application of export control rules. Such changes, if they materialize, could adversely affect Pasqal’s business, liquidity, financial conditions, and/or results of operations.

Acquisitions, divestitures, strategic investments and strategic partnerships could disrupt Pasqal’s business and harm its financial condition and operating results.

Pasqal may pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. As an early-stage company, Pasqal may enter into certain of these transactions which, while potentially less profitable, may nevertheless be of strategic value and provide important opportunities for visibility and market positioning. The identification of suitable candidates for such transactions can be costly and time consuming and can distract Pasqal’s management team from its current operations. To the extent Pasqal chooses to pursue such transactions, it may be unable to consummate them on favorable terms. The success of such transactions will depend, in part, on a variety of factors, including Pasqal’s ability to obtain debt or equity financing on acceptable terms and requisite governmental approvals. If Pasqal is unable to obtain such financing on terms favorable to it or at all, such transactions may adversely affect its liquidity and capital structure.

Any strategic transaction might not strengthen Pasqal’s competitive position, may increase some of its risks, and may be viewed negatively by its customers, partners or investors. Even if Pasqal successfully completes a strategic transaction, it may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions, personnel or operations into its business. Pasqal may experience unexpected changes in how it is required to account for strategic transactions pursuant to IFRS and may not achieve the anticipated benefits of any strategic transaction. Pasqal cannot provide assurances that the anticipated strategic benefits of these transactions will be realized in the long term or at all. Further, Pasqal may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to entering into such transactions. Pasqal may incur unexpected costs,

claims or liabilities during the transaction or assume them from the acquired company, or may discover adverse conditions post-acquisition for which it has limited or no recourse. Pasqal may not obtain sufficient warranties, indemnities, insurance or other protections, which could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits or other adverse effects on Pasqal’s business, operating results or financial condition. Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities.

Pasqal’s facilities or operations could be damaged or adversely affected as a result of prolonged power outages, natural disasters and other catastrophic events.

Pasqal’s facilities or operations could be adversely affected by events outside of its control, such as natural disasters, and other calamities. Pasqal cannot assure you that any backup systems will be adequate to protect it from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause delays in development and fabrication, the loss or corruption of data or malfunctions of software or hardware as well as adversely affect Pasqal’s ability to provide services.

Pasqal’s use of generative artificial intelligence (“AI”) tools may pose risks to Pasqal’s proprietary software and systems and subject Pasqal to legal liability.

Pasqal uses generative AI tools in its business, and expects to use generative AI tools in the future, for various internal and external uses. Generative AI refers to deep-learning models that can generate new data, such as text, images and other content, by analyzing and emulating existing data. Advanced generative AI tools, which may produce content indistinguishable from that generated by humans, are a relatively novel development, with benefits, risks and liabilities still unknown. Recent decisions of governmental entities and courts (such as the U.S. Copyright Office, U.S. Patent and Trademark Office and U.S. Court of Appeals for the Federal Circuit) interpret U.S. copyright and patent law as limited to protecting works and inventions created by human authors and inventors, respectively. Pasqal is therefore unlikely to be able to obtain U.S. copyright or patent protection for works or inventions wholly created by a generative AI tool, and Pasqal’s ability to obtain U.S. copyright and patent protection for source code, text, images, inventions, or other materials, which are developed with some use of generative AI tools, may be limited, if available at all. Likewise, the availability of such IP protections in other countries is unclear. In addition, Pasqal may have little or no insight into and no control over the content and materials used by vendors to train these generative AI tools. There is ongoing litigation over whether the use of copyrighted materials to train the AI models used in these tools is lawful, and the impact of decisions in such litigation on Pasqal’s use of generative AI tools is unknown. Additionally, Pasqal’s use of third-party generative AI tools to develop source code, text, images, inventions, or other materials may expose Pasqal to greater risks than utilizing contracted human developers, as third-party generative AI vendors typically do not provide warranties or indemnities with respect to the output generated by such generative AI tools, and generative AI tools may also hallucinate, providing output that appears correct but is erroneous.

Additionally, while Pasqal employs practices designed to evaluate, track and mitigate risk around Pasqal’s use of third-party generative AI tools, Pasqal’s use of such tools may inadvertently violate a third party’s rights, be non-compliant with the applicable terms of use or Pasqal’s other legal obligations, or result in a security or privacy risk or data leakage. Pasqal’s use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits. For example, Pasqal may face claims from third parties claiming infringement of their intellectual property rights or mandatory compliance with open-source software or other license terms with respect to software or other materials or content Pasqal believed to be available for use and not subject to license terms or other third-party proprietary rights. Any of these claims could result in legal proceedings and could require Pasqal to purchase costly licenses, comply with the requirements of third-party licenses, or limit or cease using the implicated software or other materials or content, unless and until Pasqal can re-engineer such software, materials or content to avoid infringement or change the use of, or remove, the implicated third-party materials, which could reduce or eliminate the value of Pasqal’s technologies and services. Pasqal’s use of generative AI tools to generate code may also present additional security risks because the generated source code may contain security vulnerabilities. Additionally, the vendors of these generative AI tools may fail to comply with their contractual obligations to Pasqal regarding the confidentiality or security of any data or other inputs provided to such vendor or outputs generated by their generative AI tools. Pasqal’s sensitive information or that of Pasqal’s customers could be leaked, disclosed, or revealed as a result of or in connection with Pasqal’s employees’, personnel’s or vendors’ use of third-party generative AI technologies.

Pasqal relies on funding and financial contributions from contracts with the public sector, including the governments in Europe, Canada and South Korea.

Historically, Pasqal has derived a portion of its revenue and financial contributions from the European, Canadian and South Korean governments and government agencies. Pasqal believes that the success and growth of our business for the foreseeable future will depend, in part, on its ability to win government contracts, grants and loans, and to attract repayable or non-repayable contributions from various government agencies.

These grants are typically evaluated on an annual or project basis, based on prevailing local regulations and policies, and are thus non-recurring in nature. Consequently, there is no guarantee that Pasqal will continue receiving or benefiting from them in the future and it is also challenging for Pasqal to predict the amounts of future grants. Under the terms and conditions of the government grants received and anticipated to be received, in some the cases, the Company is required to meet certain requirements such as achievement of employment targets and execution of committed investment expenditures. There can be no assurance that Pasqal will be able to fully satisfy these conditions or perform such obligations, and it is possible that regulatory authorities may discontinue such grants or require Pasqal to repay part or all of the government grants Pasqal previously received. Any reduction, cancellation, or repayment resulting from Pasqal’s failure to perform such obligations could adversely affect Pasqal’s business, financial condition, and results of operations.

Many of our government customers and many government funding programs are subject to budgetary constraints and our continued performance under these contracts, or award of additional contracts from these agencies, could be jeopardized by spending reductions or budget cutbacks at these agencies.

A significant decline in government expenditures generally, or with respect to programs for which Pasqal provides products and/or services, could adversely affect its business and prospects. Pasqal’s operating results may also be negatively impacted by other developments that affect these government programs generally, including the following:

•        changes in government programs that are related to Pasqal’s products and services or the funding R&D or related commercialization supports;

•        changes in the availability of, or ability to qualify for, R&D tax credits, such as through the Government of Canada’s Scientific Research and Experimental Development program;

•        adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations;

•        changes in political or public support for security and defense programs;

•        public sentiment regarding economic nationalism and protectionism;

•        delays or changes in the government appropriations and budget process;

•        ability to comply with existing and new or modified laws and regulations applicable to its business;

•        uncertainties associated with the current global threat environment and other geo-political matters; and

•        delays in the payment of our invoices by government payment offices.

These developments and other factors could cause governmental agencies to reduce their purchases under existing contracts, to exercise their rights to terminate contracts at-will or to abstain from renewing contracts or entering into new contracts, any of which would cause Pasqal’s revenue to decline and could otherwise harm Pasqal’s business, financial condition and results of operations. Similarly, these developments and other factors could lead to a reduction in available funding under repayable or non-repayable contributions agreements or tax credits under public sector programs.

Risks Related to Pasqal’s International Expansion and Future Operations

Because Pasqal’s success depends, in part, on its ability to expand sales internationally, its business is susceptible to risks associated with international operations.

Pasqal currently maintains offices and/or has personnel in the United States, France, Saudi Arabia, Canada and South Korea and expects to continue to expand its international operations by developing its sales and operational presence in additional jurisdictions. Pasqal cannot be certain that the investment and resources required to establish and

expand operations in other countries will produce desired levels of revenue or profitability, and its limited experience in marketing, selling and supporting its platform outside of its existing markets increases the risk that such expansion efforts will not be successful.

Conducting international operations subjects Pasqal to a variety of risks, some of which it has not generally faced in its existing markets, including:

•        lack of familiarity with, and the burdens of complying with, foreign laws, legal standards, privacy and cybersecurity requirements, tariffs and other barriers, and the risk of penalties to Pasqal, its customers or its employees if its practices are deemed non-compliant;

•        practical difficulties in enforcing intellectual property rights and reduced or varied protection for such rights in certain jurisdictions;

•        evolving legal and regulatory frameworks for privacy and cybersecurity, which may require the establishment of local data storage systems, additional data centers and network infrastructure, and locally compliant documentation, resulting in substantial expense and diversion of resources;

•        unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, customs duties and other trade restrictions;

•        difficulties in managing systems integrators, partners and international operations, including staffing challenges, differing employment laws and classification requirements;

•        increased or unexpected supply chain challenges or delays and differing technology standards;

•        different pricing environments, longer sales cycles, extended payment cycles and difficulties in collecting accounts receivable;

•        increased financial reporting and accounting burdens and complexities;

•        increased costs associated with recruiting and retaining employees, including highly skilled personnel, and regulatory restrictions and legal costs associated with issuing equity compensation in certain jurisdictions;

•        global political and regulatory changes, including restrictions on immigration and travel;

•        fluctuations in exchange rates and foreign exchange controls that may reduce the value of foreign revenue or increase operating costs;

•        global public health threats and geopolitical events, including tensions in and around Ukraine and the Middle East, including the escalation of conflict and hostilities in connection with strikes by Israel and the U.S. on Iran that began on February 28, 2026 and related retaliatory attacks, which could adversely affect Pasqal’s operations in the Middle East;

•        potentially adverse tax consequences, including value added tax regimes, transfer pricing requirements and restrictions on the repatriation of earnings;

•        permanent establishment risks and complexities related to payroll, tax and social security obligations; and

•        protectionist laws and business practices that favor local businesses, price controls, and restrictions on the export or import of technology.

Operating internationally also requires significant management attention and financial resources, and Pasqal may be unable to effectively engage with customers in international markets due to limited sales force capacity. Compliance with applicable laws and regulations increases the cost of doing business, and Pasqal may be unable to keep pace with regulatory changes. In addition, in many countries it is common for others to engage in business practices that are prohibited by Pasqal’s internal policies or applicable laws. Although Pasqal has implemented policies and procedures designed to ensure compliance, there can be no assurance that its employees, contractors, partners and agents will comply with such laws and policies. Violations could result in delays in revenue recognition, financial reporting misstatements, enforcement actions, reputational harm, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions or restrictions on the importation or exportation of its solutions.

From time to time, Pasqal may evaluate the performance of its subsidiaries and consider strategic alternatives, including restructuring or wind-down of certain operations. Its international operations are conducted through subsidiaries subject to the laws of multiple jurisdictions, including local insolvency and creditor protection regimes that differ from those in the United States. If any such subsidiary becomes subject to insolvency or similar proceedings, Pasqal’s ability to direct or influence the outcome may be limited, and such proceedings could give rise to claims by creditors or other third parties, result in costly litigation or regulatory actions, divert management’s attention and lead to adverse publicity. While Pasqal does not believe any current subsidiary insolvency proceeding will have a material adverse effect, there can be no assurance that such proceedings will be resolved without adverse consequences or that additional claims will not be asserted.

If Pasqal is unable to successfully manage these risks and challenges, its business, financial condition, revenues, results of operations and cash flows could be materially adversely affected.

Pasqal’s operations and strategic partnerships in the Middle East expose Pasqal to heightened geopolitical, regulatory, and operational risks that could materially and adversely affect its business, financial condition, and results of operations.

The Middle East has experienced, and continues to experience, significant geopolitical instability, including the conflict arising from strikes by Israel and the U.S. on Iran that began on February 28, 2026, the ensuing multi-week armed conflict involving retaliatory Iranian strikes on U.S. military bases, Gulf states (including Saudi Arabia), and Israel, and the effective closure of the Strait of Hormuz. A conditional ceasefire was announced on April 8, 2026, however the situation remains fragile and unresolved. Any escalation or breakdown of the ceasefire, including the resumption or widening of armed conflict, the imposition of international sanctions, retaliatory military actions, acts of terrorism, or disruptions to critical infrastructure, could directly or indirectly affect Pasqal’s operations in Saudi Arabia, delay or impair the deployment and operation of its QPUs, and jeopardize its ability to perform under existing and possible future contractual arrangements. In particular, a widening of the conflict involving Iran and its proxies in the region could pose risks to the physical security of Pasqal’s assets and personnel in Saudi Arabia, disrupt supply chains for critical components needed to maintain and operate quantum computing systems, and create conditions that make it impractical to conduct business in the region.

Pasqal’s international operations may subject Pasqal to greater than anticipated tax liabilities.

The amount of taxes Pasqal may pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to Pasqal’s international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and Pasqal’s ability to operate its business in a manner consistent with its corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which Pasqal operates may challenge Pasqal’s methodologies for pricing intercompany transactions pursuant to any future intercompany arrangement or disagree with Pasqal’s determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and Pasqal’s position was not sustained, Pasqal could be required to pay additional taxes, interest and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of Pasqal’s operations. Pasqal’s consolidated financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that Pasqal is subject to tax in a jurisdiction where Pasqal believes it has not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase Pasqal’s expected tax liability in one or more jurisdictions.

Risks Related to Litigation and Government Regulation

Pasqal’s future growth depends, in part, on its ability to penetrate multiple markets, in which it would be subject to additional regulatory burdens and other political, social and geographical risks and uncertainties.

Pasqal’s future profitability will depend, in part, on its ability to commercialize its products and services, in markets in Europe, the United States and other countries, which would subject Pasqal to additional risks and uncertainties, including:

•        foreign currency exchange rate fluctuations and currency controls;

•        economic weakness, including inflation and rising interest rates, or political instability in particular economies and markets;

•        potentially adverse and/or unexpected tax consequences, including penalties due to the failure of tax planning or due to the challenge by tax authorities on the basis of transfer pricing and liabilities imposed from inconsistent enforcement;

•        the burden of complying with complex and changing regulatory, tax, accounting and legal requirements, many of which vary between countries;

•        tariffs or other trade protection measures, trade barriers, import or export licensing requirements or other restrictive actions;

•        compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

•        workforce uncertainty in countries where labor unrest is common;

•        reduction or loss of protection of intellectual property rights in some foreign countries; and

•        becoming subject to the different, complex and changing laws, regulations and court systems of multiple jurisdictions and compliance with a wide variety of foreign laws, treaties and regulations.

These and other risks associated with international operations may adversely affect Pasqal’s ability to attain or maintain profitable operations.

Pasqal (and its service providers’) actual or perceived failure to comply with stringent and evolving European and other foreign laws, regulations, rules, contractual obligations, policies, and other obligations related to data privacy and security could harm its reputation, subject it to fines and liability, and otherwise adversely affect its business.

Pasqal and its service providers must comply with numerous foreign and domestic laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements, and other obligations regarding privacy and the storing, sharing, use, processing, disclosure, security, and protection of personal information and other data, such as information that Pasqal collects. Pasqal strives to comply with all applicable requirements and obligations; however, new laws, policies, codes of conduct, and legal obligations may arise, continue to evolve, be interpreted and applied in a manner that is inconsistent from one jurisdiction to another, and conflict with one another. Any failure or perceived failure by Pasqal or third parties working on Pasqal’s behalf to comply with applicable laws and regulations, any privacy and data security obligations pursuant to contract or pursuant to Pasqal’s stated privacy or security policies, or obligations to third parties may result in governmental enforcement actions (including fines, penalties, judgments, settlements, and public censure), civil claims, litigation, damage to Pasqal’s reputation, and loss of goodwill, any of which could have an adverse effect on Pasqal’s business, operations, and financial performance.

In the United States, federal, state, and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws, and other similar laws. Certain states can or may impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. These developments further complicate compliance efforts and increase legal risk and compliance costs for Pasqal, the third parties upon whom Pasqal relies, and Pasqal’s customers. Our employees and personnel may use generative artificial intelligence, or AI, technologies to support their work, and the disclosure and use of personal data in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI. The use of this technology might result in additional compliance costs, regulatory investigations and actions, and lawsuits.

The global data protection landscape is rapidly evolving, and Pasqal expects that there will continue to be new and proposed laws, regulations, and industry standards concerning privacy, data protection, and information security, and Pasqal cannot yet determine the impact that such future laws, regulations, and standards may have on its business. The EU General Data Protection Regulation (the “EU GDPR”) applies to the collection and processing of personal data by Pasqal. The EU GDPR has increased compliance burdens on Pasqal, such as requiring the following:

•        processing personal data only for specified, explicit, and legitimate purposes for which personal data were collected;

•        establishing a legal basis for processing personal data and creating obligations for controllers and processors to appoint data protection officers in certain circumstances;

•        increasing transparency obligations to data subjects for controllers (including presentation of certain information in a concise, intelligible, and easily accessible form about how their personal data is used and their rights vis-à-vis that data and its use);

•        introducing the obligation to carry out so-called data protection impact assessments in certain circumstances;

•        establishing limitations on collection and retention of personal data through “data minimization” and “storage limitation” principles;

•        introducing obligations to honor increased rights for data subjects (such as rights for individuals to be “forgotten,” rights to data portability, and rights to object, etc., in certain circumstances);

•        formalizing a heightened and codified standard of data subject consent;

•        establishing obligations to implement certain technical and organizational safeguards to protect the security and confidentiality of personal data; and

•        introducing the obligation to provide notice of certain personal data breaches to the relevant supervisory authority or authorities and affected individuals.

The processing of sensitive personal data is subject to compliance with specific exceptions under the EU and UK GDPR which may impose heightened compliance burdens and is a topic of active interest among foreign regulators.

The EU and UK GDPR also provide for more robust regulatory enforcement and greater penalties for noncompliance than previous data protection laws, including fines of up to 20 million euros under the EU GDPR, 17.5 million pound sterling under the UK GDPR, or in each case, 4% of global annual revenue for the preceding financial year, whichever is higher. In addition to administrative fines, a wide variety of other potential enforcement powers are available to competent supervisory authorities in respect of potential and suspected violations of the EU and UK GDPR, including extensive audit and inspection rights, and powers to order temporary or permanent bans on all or some processing of personal data carried out by non-compliant actors. The EU and UK GDPR also confer a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the EU and UK GDPR.

In the ordinary course of business, Pasqal may transfer personal data from Europe and other jurisdictions to the United States or other countries. Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the EEA and the United Kingdom have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws are generally believed to be inadequate. Other jurisdictions may adopt similarly stringent interpretations of their data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and United Kingdom to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States.

If there is no lawful manner for us to transfer personal data from the EEA or UK, including, for example, obtaining individuals’ explicit consent to transfer their personal data from the EEA or UK to the United States or other countries, Pasqal will face increased exposure to regulatory actions, substantial fines, and injunctions against processing personal data from the EEA or United Kingdom. Additionally, other countries outside of Europe have enacted or are considering enacting similar cross-border data transfer restrictions and laws requiring local data residency, which could increase the cost and complexity of delivering Pasqal’s products and operating Pasqal’s business. The type of challenges Pasqal faces in Europe will likely also arise in other jurisdictions that adopt laws similar in construction to the EU and UK GDPR or regulatory frameworks of equivalent complexity.

It is possible that the EU and UK GDPR or other laws and regulations relating to privacy and data protection may be interpreted and applied in a manner that is inconsistent from jurisdiction to jurisdiction or inconsistent with our current policies and practices, and compliance with such laws and regulations could require us to change our business practices and compliance procedures in a manner adverse to our business. We cannot guarantee that we are in

compliance with all such applicable data protection laws and regulations, and we cannot be sure how these regulations will be interpreted, enforced, or applied to our operations. Furthermore, other jurisdictions outside the EEA are similarly introducing or enhancing privacy and data security laws, rules, and regulations, which could increase our compliance costs and the risks associated with noncompliance. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices, and our efforts to comply with the evolving data protection rules may be unsuccessful. We cannot guarantee that we, our third-party collaborators, or our vendors are in compliance with all applicable data protection and privacy laws and regulations as they are enforced now or as they evolve. Further, for example, our privacy policies may be insufficient to protect any personal information we collect, or may not comply with applicable laws. Our non-compliance could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. In addition to the risks associated with enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations at the federal and state level may be costly and require ongoing modifications to our policies, procedures, and systems.

Our actual or perceived failure to adequately comply with applicable laws and regulations relating to privacy and data protection, or to protect personal data and other data we process or maintain, could result in regulatory enforcement actions against us, including fines, penalties, orders that require a change in our practices, additional reporting requirements and/or oversight, and public censure, claims for damages by affected individuals, other lawsuits, or reputational damage.

Pasqal is subject to anti-corruption laws, as well as export control laws, customs laws, sanctions laws, and other laws governing its operations. If Pasqal fails to comply with these laws, Pasqal could be subject to civil or criminal penalties, other remedial measures, and legal expenses, which could adversely affect its business, results of operations, and financial condition.

Pasqal is subject to other laws and regulations governing its international operations, including regulations administered by the authorities in the United States, France and the E.U., including applicable export control regulations, economic sanctions on countries and persons, and customs requirements and currency exchange regulations, collectively referred to as the trade control laws.

Exports of Pasqal’s products must be made in compliance with trade control laws. In some cases, certain reporting requirements may need to be performed. In addition, these laws may restrict or prohibit altogether the supply of certain of Pasqal’s products or services to certain governments, persons, entities, countries, and territories. Changes in Pasqal’s products and services and changes in applicable trade control laws may create delays in the introduction or provision of Pasqal’s products and services in certain jurisdictions, prevent others from using Pasqal’s product services or, in some cases, prevent the export or import of Pasqal’s product services to certain countries, governments, or persons altogether. Any limitation on Pasqal’s ability to export or provide Pasqal’s products and services could adversely affect Pasqal’s business, financial condition, and results of operations.

Pasqal is also subject to anti-corruption laws in the countries where Pasqal operates, including the United States and France. The Foreign Corrupt Practices Act (“FCPA”) prohibits companies and their employees, third-party intermediaries, and other associated persons from paying, offering, authorizing payment, or providing anything of value, directly or indirectly, to any foreign official, political party, or candidate for the purpose of influencing any act or decision of a foreign entity in order to obtain or retain business. The FCPA also obligates companies whose securities are listed in the United States to comply with certain accounting provisions requiring the company to maintain books and records that accurately and fairly reflect all transactions of the corporation, including international subsidiaries, and to devise and maintain an adequate system of internal accounting controls.

Compliance with the FCPA is expensive and difficult, particularly in countries in which corruption is a recognized problem.

French anti-corruption laws also prohibit acts of bribery and influence peddling:

•        Article 433-1, 1°, of the French Criminal Code (bribery of domestic public officials);

•        Article 433-1, 2°, and 433-2 of the French Criminal Code (influence peddling involving domestic public officials);

•        Article 434-9 of the French Criminal Code (bribery of domestic judicial staff);

•        Article 434-9-1 of the French Criminal Code (influence peddling involving domestic judicial staff);

•        Articles 435-1 and 435-3 of the French Criminal Code (bribery of foreign or international public officials);

•        Article 435-9 of the French Criminal Code (bribery of foreign or international judicial staff);

•        Articles 435-2, 435-4, 435-8 and 435-10 of the French Criminal Code (active and passive influence peddling involving foreign or international public officials and foreign or international judicial staff);

•        Articles 445-1 and 445-2 of the French Criminal Code (bribery of private individuals); and

•        French Law n°2016-1691 of December 9th, 2016 on Transparency, the Fight Against Corruption and the Modernization of the Economy (Sapin 2 Law), which provides for numerous new obligations for large companies such as the obligation (i) to draw up and adopt a code of conduct defining and illustrating the different types of behavior to be proscribed as being likely to characterize acts of corruption or influence peddling, (ii) to set up an internal warning system designed to enable the collections of reports from employees relating to the existence of conduct or situations contrary to the company’s code of conduct, (iii) to set up risk mapping designed to identify, analyze and prioritize the company’s exposure to external corruption risks, based on the sectors of activity and geographical areas in which the company operates, (iv) to set up procedures regarding risk mapping for assessing the situation of exposed third parties (such as customers, primary suppliers and intermediaries), (v) to set up accounting control procedures, whether internal or external, designed to ensure that the books, registers and accounts are not used to conceal acts of corruption or influence peddling, (vi) set up a training program for managers and staff most exposed to the risks of corruption and influence peddling; (vii) to set up a disciplinary system for sanctioning company employees in the event of a breach of the company’s code of conduct or a system for monitoring and evaluating the measures implemented.

Pasqal might not be effective in ensuring compliance by its employees, representatives, contractors, business partners, and agents with all applicable anti-corruption laws, including the FCPA, the French anti-corruption laws, or other applicable legal requirements, including trade control laws. If Pasqal is not in compliance with the FCPA, the French anti-corruption laws, and other anti-corruption laws or trade control laws, Pasqal may be subject to criminal and civil penalties, disgorgement and other sanctions and remedial measures, and legal expenses, which could have an adverse impact on its business, financial condition, results of operations, and liquidity. Likewise, any investigation of any potential violations of the FCPA, the French anti-corruption laws, other anti-corruption laws or trade control laws by the United States or other authorities could also have an adverse impact on Pasqal’s reputation, Pasqal’s business, results of operations, and financial condition.

Pasqal’s business is exposed to risks associated with litigation, investigations and regulatory proceedings.

Pasqal may in the future face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving stockholder, consumer, competition, intellectual property, data privacy, employment, whistleblower, product liability and/or other issues relating to its business on a global basis. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping Pasqal from engaging in certain business practices, or requiring other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact on Pasqal’s business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming, and disruptive to Pasqal’s operations. Any claims or litigation, even if fully indemnified or insured, could damage Pasqal’s reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations Pasqal’s business is subject to are complex and change frequently. Pasqal may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations.

Additionally, Pasqal could be adversely affected by reviews, inquiries, or actions by the Committee on Foreign Investment in the United States (the “CFIUS”). The CFIUS has authority to review, condition, delay, or block certain transactions involving foreign investment in U.S. businesses for national security reasons, including transactions where a non-U.S. company acquires or has control over any U.S. operations. While Pasqal’s U.S. presence is currently limited and the risk of CFIUS intervention appears small, any such review or mitigation could result in delays, increased costs and restrictions on Pasqal’s business and operations.

Furthermore, while Pasqal maintains insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if Pasqal believes a claim is covered by insurance, insurers may dispute Pasqal’s entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of Pasqal’s recovery.

Pasqal may become subject to product liability claims, which could harm its financial condition and liquidity if Pasqal is not able to successfully defend or insure against such claims.

Pasqal may become subject to product liability claims, even those without merit, which could harm its business prospects, operating results, and financial condition. Pasqal may face inherent risk of exposure to claims in the event its quantum computers do not perform as expected or malfunction. A successful product liability claim against Pasqal could require Pasqal to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about Pasqal’s quantum computers and business and inhibit or prevent commercialization of other future quantum computers, which would have material adverse effects on Pasqal’s brand, business, prospects and operating results. Any insurance coverage might not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of Pasqal’s coverage, or outside of Pasqal’s coverage, may have a material adverse effect on Pasqal’s reputation, business and financial condition. Pasqal may not be able to secure additional product liability insurance coverage on commercially acceptable terms or at reasonable costs when needed, particularly if it does face liability for its products and is forced to make a claim under its policy.

Pasqal is subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect its business, operating results and reputation.

Pasqal is subject to numerous environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance or require Pasqal to manufacture with alternative technologies and materials.

Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety and permitting in addition to the environmental matters discussed above. New legislation and regulations may require Pasqal to make material changes to its operations, resulting in significant increases to the cost of production.

Pasqal’s manufacturing process will have hazards such as but not limited to hazardous materials, machines with moving parts, and high voltage and/or high current electrical systems typical of large manufacturing equipment and related safety incidents. There may be safety incidents that damage machinery or product, slow or stop production, or harm employees. Consequences may include litigation, regulation, fines, increased insurance premiums, mandates to temporarily halt production, workers’ compensation claims, or other actions that impact the company brand, finances, or ability to operate.

Pasqal may be subject to restrictions or delays in changes of control or significant investments due to French State influence and foreign investment regulations.

Pasqal is subject to French foreign investment regulations, which require prior authorization from the French Ministry of the Economy for the acquisition of significant interests by non-French investors in companies operating in sensitive sectors, including quantum technology and defense. Bpifrance is a French public investment bank that is jointly controlled by the French government and Caisse des Dépôts et Consignations (Deposits and Consignments Fund controlled by the French parliament).

These factors may restrict or delay future changes in control or significant acquisitions of its shares, or strategic transactions involving Pasqal, including mergers, acquisitions, or sales of substantial assets. If Pasqal or its shareholders fail to obtain required governmental approvals, certain transactions may be invalidated or impossible, and Pasqal could face regulatory sanctions or the loss of key governmental contracts. This regulatory environment may also deter potential investors or partners, limiting Pasqal’s strategic options and access to capital.

Pasqal may experience delays or limitations in strategic decision-making due to governance structure and restrictions under French law.

Certain strategic decisions, such as the transfer of all or most intellectual property, the sale of all or most significant assets, or changes to Pasqal’s jurisdiction of incorporation, are subject to the prior approval of the shareholders of Pasqal and of a strategic committee of Pasqal SAS which will be comprised of certain existing shareholders, including a representative of Bpifrance.

Furthermore, Pasqal’s operations will be governed by a business allocation agreement between New Pasqal and Pasqal SAS. This agreement will establish a framework for the segregation of activities within the Pasqal, including the allocation of research and development and hardware activities to Pasqal and its subsidiaries. The business allocation agreement is intended to ensure compliance with French sovereignty and national security requirements, and any amendment to the business allocation agreement will require approval by the strategic committee, which will include a representative of Bpifrance.

These governance arrangements are intended to ensure alignment with French national interests and to provide oversight of sensitive activities. However, they may also limit Pasqal’s ability to respond quickly to market opportunities, implement strategic initiatives, or adapt its business model. The requirement for unanimous approval from shareholders or committees may result in delays or the inability to complete certain transactions if consensus cannot be reached. This could place Pasqal at a competitive disadvantage relative to companies with more flexible governance structures.

Contracts with the U.S. and French government and state agencies are subject to a number of challenges and risks.

Contracts with U.S. and French government and state agencies are subject to a number of challenges and risks. The bidding process for government contracts can be highly competitive, expensive and time-consuming, often requiring significant up front time and expense without any assurance that these efforts will generate revenue.

Pasqal also must comply with both local and international laws and regulations relating to the formation, administration, and performance of contracts, which provide public sector customers rights, many of which are not typically found in commercial contracts. Any changes to the government regulations applicable to government contracts could affect Pasqal’s ability to enter into, or the profitability of, contracts with government entities.

In addition, other parties’ perceptions of Pasqal’s relationship with the U.S. and France could adversely affect Pasqal’s business prospects in jurisdictions outside the U.S. and France. Conversely, other parties’ perceptions of Pasqal’s relationship with foreign (non-U.S. governments and non-French) governments could adversely affect Pasqal’s business prospects with the U.S. or French governments.

Accordingly, Pasqal’s business, financial condition, results of operations, and growth prospects may be adversely affected by certain events or activities, including, but not limited to:

•        changes in government fiscal or procurement policies, or decreases in government funding available for procurement of goods and services generally, or for Pasqal’s federal government contracts specifically;

•        changes in U.S. and French government programs or applicable requirements;

•        restrictions in the grant of personnel security clearances to Pasqal’s employees;

•        ability to maintain facility clearances required to perform on classified contracts for U.S. and French government agencies, as applicable;

•        changes in the political environment, including before or after a change to the leadership within the government administration, and any resulting uncertainty or changes in policy or priorities and resultant funding;

•        changes in the U.S. and French governments’ attitude towards Pasqal as a company or Pasqal’s technology;

•        appeals, disputes, or litigation relating to government procurement, including but not limited to bid protests by unsuccessful bidders on potential or actual awards of contracts to Pasqal or Pasqal’s partners by the government;

•        the adoption of new laws or regulations or changes to existing laws or regulations;

•        budgetary constraints, including automatic reductions as a result of “sequestration,” operating under continuing resolutions, disruptions from government shutdowns, or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies;

•        influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers;

•        changes in legal obligations or political or social attitudes with respect to security or privacy issues;

•        potential delays or changes in the government appropriations or procurement processes, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns; and

•        increased or unexpected costs or unanticipated delays caused by other factors outside of Pasqal’s control.

Any such event or activity, among others, could cause governments and governmental agencies to delay or refrain from entering into contracts with Pasqal and/or purchasing Pasqal’s computers in the future, reduce the size or timing of payment with respect to Pasqal’s services to or purchases from existing or new government customers, or otherwise have an adverse effect on Pasqal’s business, results of operations, financial condition, and growth prospects.

Pasqal may be subject to penalties or lose French or other government contracts if, when required by the French government, it fails to protect classified information.

Pasqal may be required to protect classified information, including information related to defense-related research and development and core hardware activities, as well as organize a segregation of this information within specific subsidiaries managed exclusively by French nationals with appropriate security clearances. This segregation would be designed to comply with French sovereignty and national security requirements, and to protect classified technologies and information.

Any unauthorized transfer of classified information, intellectual property, or other confidential information could result in regulatory penalties, the loss of governmental contracts, or reputational harm. In addition, these requirements may limit Pasqal’s flexibility to reorganize its operations, pursue international expansion, or enter into certain partnerships, which could adversely affect its growth prospects and operational efficiency.

Pasqal may be subject to risks and obligations arising from its international operations and commitments to invest in specific countries.

Operations in international markets may subject Pasqal to additional business, political, regulatory, operational, financial, and economic risks, any of which could increase Pasqal’s costs and hinder its growth. Pasqal has made, and may continue to make, formal commitments to governmental authorities to invest in certain countries, including the United States, Canada, Saudi Arabia, South Korea, and France as part of its growth strategy. These commitments may include obligations to establish operations, create jobs, or invest specified amounts of capital within agreed timeframes.

Pasqal faces risks associated with expanding into markets where it has limited or no experience or recognition. Pasqal may be unable to attract a sufficient number of customers, fail to anticipate competitive conditions, or face difficulties in operating effectively in these new markets. Due to the evolving and potentially conflicting regulatory environment for the quantum computing industry across the globe, Pasqal may also be required to comply with more stringent compliance requirements in overseas markets. Failure to timely comply with such requirements or to meet investment commitments could result in penalties, loss of governmental support, reputational harm, or the inability to secure future permits, licenses, or incentives in those jurisdictions. Complying with the laws and regulations of different countries, as well as fulfilling investment obligations, may also require Pasqal to invest more resources and incur higher costs, to assign or license partially or in whole intellectual property assets, which may impact the Company’s profitability.

Successful operations in international markets will also depend on a number of other factors, including Pasqal’s ability to (i) identify appropriate overseas markets,(ii) localize products and adapt them to local preferences, (iii) compete with local developers, publishers, and operators with existing market shares and experience, (iv) protect

its intellectual property rights in multiple jurisdictions and manage the related costs, (v) identify appropriate partners and establish and maintain cooperative relationships with them, (vi) manage costs associated with doing business in foreign jurisdictions and (vii) address the impact of potential political, economic, and social instability.

These and other risks associated with international activities and investment commitments could significantly affect Pasqal’s financial condition and operating results.

Pasqal may be subject to restrictions and obligations arising from undertakings given to the Canadian government in connection with the acquisition of Aeponyx Enterprises Inc., which could limit its operational flexibility and growth.

Pasqal has entered into a series of undertakings and compliance obligations with the Canadian government in connection with its 2024 acquisition of Aeponyx Enterprises Inc., These undertakings and compliance obligations cover a range of areas, including, but not limited to, governance commitments regarding certain employment restrictions, prohibitions on collaboration involving Aeponyx personnel, products or technology (but allowing the incorporation of Aeponyx technology in Pasqal products), requirements regarding the location of work in Canada and the use of certain foundries, and obligations to continue the development of Aeponyx technology within Canada.

Compliance with these undertakings may limit Pasqal’s ability to reorganize its operations, relocate personnel or activities, enter into certain collaborations or partnerships or access Aeponyx technologies. Any failure to comply with these commitments could result in regulatory penalties, restrictions on future acquisitions or investments in Canada, or reputational harm. Furthermore, these obligations may require Pasqal to allocate resources to maintain operations and technology development in Canada, which could adversely affect its operational flexibility, cost structure, and ability to pursue strategic opportunities elsewhere.

CFIUS or other regulatory agencies may modify, delay or prevent the Business Combination.

CFIUS has authority to review direct and indirect foreign acquisitions of and certain foreign investments in U.S. businesses. CFIUS can have authority to examine and, potentially, disturb a foreign investment transaction if, among other circumstances, a foreign entity will gain control over a “U.S. business” within the meaning of governing requirements.

In addition, transactions with foreign counterparties involving a U.S. businesses that has a qualifying nexus to “critical technology,” “critical infrastructure,” or “sensitive personal data” are subject to a lower CFIUS jurisdiction threshold that is triggered when a foreign investor will not “control” the U.S. business, but will be afforded certain information or governance rights with respect to the U.S. business — including board representation or observer rights, access to certain nonpublic technical information, or the right to involvement in certain company decision making.

When a foreign acquisition or investment transaction is subject to CFIUS jurisdiction (a “Covered Transaction”), the CFIUS regulations may require the parties thereto to submit pre-closing filings seeking CFIUS approval to close the transaction at issue. In the absence of such “mandatory” filing requirements, and if the parties forego a “voluntary” CFIUS filing, CFIUS may initiate a review of the covered transaction post-closing on its own initiative. If during the course of a review of a covered transaction CFIUS determines that the transaction gives rise to national security concerns, CFIUS may prohibit, unwind (order divestment), or place restrictions on the transaction.

It appears likely that the Business Combination will fall within CFIUS’s jurisdiction, CFIUS may inquire about, intervene in, prohibit, or unwind the transaction or parts thereof before or after the closing. For example, CFIUS may decide to modify the transaction by limiting certain foreign shareholder rights, or to delay the Business Combination to address perceived national security concerns therewith. If CFIUS determines that it is unable to address perceived national security issues with the transaction by modifying the terms thereof, CFIUS may request the President of the United States to prohibit the Business Combination before closing, or unwind the transaction or parts thereof after closing — including by requiring one or more foreign investors to divest of some or all of their ownership interest in Bleichroeder. Should CFIUS inquire about the Business Combination or require a formal review thereof, the time necessary for the completion of such inquiry or review may prevent the Business Combination from occurring within the applicable time period required under Bleichroeder’s certificate of incorporation. These risks may limit the attractiveness of, delay or prevent Bleichroeder from pursuing the Business Combination.

In addition, New Pasqal will acquire, direct or indirect, control of the Canadian subsidiaries currently held by Legacy Pasqal (Pasqal Canada Inc. and Aeponyx Enterprises Inc), which requires notification to the Director of Investments under the ICA (Canada). Following such notification, the Government of Canada can initiate a national

security review of the Business Combination and the transactions contemplated by the Business Combination Agreement. This could result in delays in the completion of the transaction, the transaction ultimately being prohibited, or Pasqal being subject to restrictions and obligations arising from undertakings given to the Canadian government or otherwise ordered by the Governor in Council (Canada).

Any foreign direct investment regulatory review, whether by CFIUS, pursuant to the ICA (Canada) or otherwise, could be lengthy, and Bleichroeder has limited time to complete the Business Combination. If Bleichroeder is unable to consummate the Business Combination within the applicable time-period required under Bleichroeder’s certificate of incorporation, Bleichroeder will be required to wind up, redeem and liquidate. If Bleichroeder is required to wind up, redeem and liquidate, Bleichroeder shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a business combination.

Foreign investment regulations may restrict or delay future changes in control or significant acquisitions of Pasqal.

Pasqal operates under a group structure that is subject to French foreign investment regulations, particularly in sectors deemed sensitive such as quantum technology and defense. Under French law, the direct or indirect acquisition of a significant interest in Pasqal by non-EU persons or entities (or by multiple non-EU acquirers acting in concert) is subject to prior authorization by the French Ministry of the Economy. These regulations are intended to protect French national interests and may apply to any future takeover, significant acquisition of its shares, or change of control involving Pasqal, provided the acquirers are non-EU entities.

Accordingly, any attempt by a non-EU investor (or by multiple non-EU acquirers acting in concert) to acquire a controlling stake or to cross the threshold of 25% or more of the voting rights (or 10% or more if Pasqal’s shares are admitted to trading on a regulated market) may be delayed, restricted, or even prohibited by the French authorities. If a non-EU investor acquires (i) 25% or more of Pasqal’s voting rights, or (ii) 10% or more of Pasqal’s voting rights if Pasqal’s shares are admitted to trading on a regulated market (e.g., Euronext Paris), without the prior authorization of the French Ministry of the Economy, such acquisition may be considered null and void under French law or such investor may lose its voting rights and/or rights to any dividends and be subject to fines or other criminal and civil liabilities. These restrictions may limit the ability of shareholders to freely transfer their shares or to effect a change of control, and may adversely affect the market value and liquidity of Pasqal’s securities.

Depending on where it operates, Pasqal may, in the future, also be subject to foreign investment regulations in other countries, with comparable consequences.

Risks Related to Pasqal’s Intellectual Property

If Pasqal is unable to obtain and maintain patent protection for its technology, or if the scope of the patent protection obtained is not sufficiently broad or robust, Pasqal’s competitors could develop and commercialize products and technology similar or identical to Pasqal’s, and Pasqal’s ability to successfully commercialize its products and technology may be adversely affected.

Pasqal’s success depends, in large part, on Pasqal’s ability to obtain and maintain patent protection in the United States, France and other countries with respect to Pasqal’s technology. Pasqal has sought, and intends to seek, to protect its proprietary position by filing patent applications in Europe, the United States and other jurisdictions related to its technology that are important to its business.

Pasqal’s pending and future patent applications may not result in patents being issued which protect Pasqal’s technology or products or which effectively prevent others from commercializing competitive technologies. Because patent applications in most countries are confidential for a period of time after filing, and some remain so until issued, Pasqal cannot be certain that Pasqal or its licensors were the first to file a patent application relating to any particular aspect of a product. Foreign patents may be subject also to opposition or comparable proceedings in the corresponding foreign patent office.

The patent prosecution process is expensive, time-consuming, and complex, and Pasqal may not be able to file, prosecute, maintain, enforce, or license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that Pasqal will fail to identify patentable aspects of its research and development output before it is too late to obtain patent protection.

Pasqal has not pursued or maintained, and may not pursue or maintain in the future, patent protection for its technologies in every country or territory in which Pasqal may sell its products. In addition, the laws of some countries do not protect intellectual property rights to the same extent as European laws and federal and state laws in the United States. Consequently, Pasqal may not be able to prevent third parties from infringing its patents in all countries outside the European Economic Area (the “EEA”) or the United States, or from selling or importing products that infringe its patents in and into the EEA or the United States or other jurisdictions.

Moreover, the scope claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted after issuance. Even if the patent applications Pasqal licenses or owns do issue as patents, they may not issue in a form that will provide Pasqal with any meaningful protection, prevent competitors or other third parties from competing with Pasqal, or otherwise provide Pasqal with any competitive advantage. Pasqal’s competitors or other third parties may be able to circumvent Pasqal’s patents by developing similar or alternative products in a non-infringing manner.

The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability, and Pasqal’s patents may be challenged in the courts or patent offices in EEA countries, the United States, and other jurisdictions. Such challenges may result in loss of exclusivity or in patent claims being narrowed, invalidated, or held unenforceable, which could limit Pasqal’s ability to stop others from using or commercializing similar or identical technology and products or could limit the duration of the patent protection of Pasqal’s technology and products.

In addition, although Pasqal’s employees are generally required to assign their intellectual property rights to Pasqal, there can be no assurance that such assignments will be effective or enforceable in all circumstances, or that former employees will not challenge the scope or validity of such assignments, which could result in disputes, litigation, or claims over the ownership of intellectual property developed during their employment.

Furthermore, Pasqal’s owned and in-licensed patents may be subject to a reservation of rights by one or more third parties. As a result, such third parties may have certain rights, including “march-in” rights, to such patent rights and technology. When new technologies are developed with such partners, they generally obtain certain rights in any resulting patents, including a nonexclusive license authorizing the party to use the invention for noncommercial purposes. These rights may permit the funding partner to disclose Pasqal’s confidential information to third parties and to exercise “march-in” rights to use or allow third parties to use Pasqal’s licensed technology. The funding partner can exercise its “march-in” rights if it determines that action is necessary because Pasqal fails to achieve practical application of the government-funded technology, to meet requirements of federal regulations, or to give preference to the United States or other country industry. In addition, Pasqal’s rights in such inventions may be subject to certain requirements to manufacture products embodying such inventions in the United States or other countries. Any exercise by the funding partners of such rights could harm Pasqal’s competitive position, business, financial condition, results of operations, and prospects.

Obtaining and maintaining Pasqal’s patent rights depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by government patent agencies, and Pasqal’s patent protection could be reduced or eliminated for noncompliance with these requirements.

The degree of future protection afforded by Pasqal’s intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect Pasqal’s business. The following examples are illustrative:

•        others may be able to develop technologies that are similar to Pasqal’s technology platforms but that are not covered by the claims of any patents, should they issue, that Pasqal owns or licenses;

•        Pasqal might not have been the first to file patent applications covering certain of Pasqal’s technologies;

•        others may independently develop similar or alternative technologies or duplicate any of Pasqal’s technologies without infringing Pasqal’s intellectual property rights;

•        it is possible that Pasqal’s pending patent applications will not lead to issued patents;

•        issued patents that Pasqal owns or licenses may not provide Pasqal with any competitive advantages or may be held invalid or unenforceable as a result of legal challenges;

•        Pasqal’s competitors might conduct research and development activities in the United States and other countries where Pasqal does not have patent rights, and then use the information learned from such activities to develop competitive products for sale in Pasqal’s major commercial markets;

•        Pasqal may not develop additional proprietary technologies that are patentable; and

•        the patents of others may have an adverse effect on Pasqal’s business.

The United States Patent and Trademark Office (the “USPTO”) and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment, and other similar provisions during the patent application process. In addition, periodic maintenance fees, renewal fees, annuity fees and various other government fees on patents and/or patent applications will have to be paid to the USPTO and various government patent agencies outside the United States over the lifetime of Pasqal’s owned and licensed patents and/or applications and any patent rights Pasqal may own or license in the future. Pasqal relies on its service providers or its licensors to pay these fees. Pasqal employs reputable law firms and other professionals to help Pasqal comply, and Pasqal is also dependent on its licensors to take the necessary action to comply with these requirements with respect to Pasqal’s licensed intellectual property. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, nonpayment of fees, and failure to properly legalize and submit formal documents. If Pasqal or Pasqal’s licensors fail to maintain the patents and patent applications covering Pasqal’s products or technologies, Pasqal may not be able to use such patents and patent applications or stop a competitor from marketing technologies that are the same as or similar to Pasqal’s technology, which would have an adverse effect on Pasqal’s business. In many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market and this circumstance could harm Pasqal’s business.

In addition, if Pasqal fails to apply for applicable patent term extensions or adjustments, Pasqal will have a more limited time during which Pasqal can enforce its granted patent rights. In addition, if Pasqal is responsible for patent prosecution and maintenance of patent rights in-licensed to Pasqal, any of the foregoing could expose Pasqal to liability to the applicable patent owner.

Third parties may initiate legal proceedings alleging that Pasqal is infringing, misappropriating, or otherwise violating their intellectual property rights, the outcome of which would be uncertain and could have a negative impact on the success of Pasqal’s business.

Pasqal’s commercial success depends, in part, upon Pasqal’s ability and the ability of others with whom Pasqal may collaborate to develop, manufacture, market, and sell its current and any future products and technologies without infringing, misappropriating, or otherwise violating the proprietary rights and intellectual property of third parties.

Pasqal may in the future become party to, or be threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to its current and any future products and technology, including interference proceedings, post grant review and inter partes review before the USPTO. Foreign patents may be subject also to opposition or comparable proceedings in the corresponding foreign patent office. Third parties may assert infringement claims against Pasqal based on existing patents or patents that may be granted in the future, regardless of their merit. There is a risk that third parties may choose to engage in litigation with Pasqal to enforce or to otherwise assert their patent rights against Pasqal. Even if Pasqal believes such claims are without merit, a court of competent jurisdiction could hold that these third-party patents are valid, enforceable and infringed, which could have a negative impact on Pasqal’s ability to commercialize Pasqal’s current and any future products.

In order to successfully challenge the validity of any such United States patent in federal court, Pasqal would need to overcome a presumption of validity. As this is a high burden and requires Pasqal to present clear and convincing evidence as to the invalidity of any such United States patent claim, there is no assurance that a court of competent jurisdiction would invalidate the claims of any such United States patent. Moreover, given the vast number of patents in Pasqal’s field of technology, Pasqal cannot be certain that Pasqal does not infringe existing patents or that Pasqal will not infringe patents that may be granted in the future. While Pasqal may in the future decide to initiate proceedings to challenge the validity of these or other patents in the future, Pasqal may be unsuccessful, and courts or patent offices in Europe, the United States, and other jurisdictions could uphold the validity of any such patent. Even if Pasqal is successful in obtaining a first-instance judgement from a court or patent office that such patents are invalid, such judgements may be subject to appeal procedures which suspend revocation of the patent until a final appeal judgment is reached. This may result in many years of uncertainty and could ultimately lead to reversal of the original judgment and the patent being upheld. Furthermore, because patent applications can take many years to issue and are typically

confidential for 18 months or more after filing, and because pending patent claims can be revised before issuance, there may be applications now pending which may later result in issued patents that may be infringed by the manufacture, use, or sale of Pasqal’s technology. Regardless of when filed, Pasqal may fail to identify relevant third-party patents or patent applications, or Pasqal may incorrectly conclude that a third-party patent is invalid or not infringed by Pasqal’s products or activities. If a patent holder believes that Pasqal’s products or technology platform infringes its patent, the patent holder may sue Pasqal even if Pasqal has received patent protection for Pasqal’s technology. Moreover, Pasqal may face patent infringement claims from nonpracticing entities that have no relevant product revenue and against whom Pasqal’s own patent portfolio may thus have no deterrent effect. If a patent infringement suit were threatened or brought against Pasqal, Pasqal could be forced to stop or delay research, development, manufacturing, or sales of the product that is the subject of the actual or threatened suit.

If Pasqal is found to infringe a third party’s valid and enforceable intellectual property rights, Pasqal could be required to obtain a license from such third party to continue developing, manufacturing, and marketing Pasqal’s product(s) and technology. Under any such license, Pasqal would most likely be required to pay various types of fees, milestones, royalties, or other amounts. Moreover, Pasqal may not be able to obtain any required license on commercially reasonable terms or at all, and if such an instance arises, Pasqal’s ability to commercialize Pasqal’s products may be impaired or delayed, which could in turn significantly harm Pasqal’s business. Parties making claims against Pasqal may also seek and obtain injunctive or other equitable relief, which could effectively block Pasqal’s ability to further develop and commercialize Pasqal’s products.

The licensing or acquisition of third-party intellectual property rights is a competitive area, and more established companies may also pursue strategies to license or acquire third-party intellectual property rights that Pasqal may consider attractive or necessary. These established companies may have a competitive advantage over Pasqal due to their size, capital resources, and greater commercialization capabilities. In addition, companies that perceive Pasqal to be a competitor may be unwilling to assign or license rights to Pasqal. Pasqal also may be unable to license or acquire third-party intellectual property rights on terms that would allow Pasqal to make an appropriate return on its investment or any return on its investment at all. If Pasqal is unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights Pasqal has, Pasqal may have to abandon development of Pasqal’s products and technologies, which could have an adverse effect on its business, financial condition, results of operations, and prospects. Furthermore, even if Pasqal was able to obtain a license, it could be nonexclusive, thereby giving Pasqal’s competitors and other third parties access to the same technologies licensed to Pasqal, and it could require Pasqal to make substantial licensing and royalty payments. Pasqal could be forced, including by court order, to cease developing, manufacturing, and commercializing the infringing technology or product candidate. Pasqal may also have to redesign its products, which may not be commercially or technically feasible or may require substantial time and expense. In addition, Pasqal could be found liable for monetary damages, including treble damages and attorneys’ fees, if Pasqal is found to have willfully infringed a patent or other intellectual property right. Pasqal may be required to indemnify collaborators or contractors against such claims. A finding of infringement could prevent Pasqal from manufacturing and commercializing Pasqal’s current or any future product candidates or force Pasqal to cease some or all of Pasqal’s business operations, which could harm Pasqal’s business. Even if Pasqal is successful in defending against such claims, litigation can be expensive and time-consuming and would divert management’s attention from Pasqal’s core business. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Pasqal’s confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have an adverse effect on the price of Pasqal’s securities.

Claims that Pasqal has misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on Pasqal’s business, financial condition, results of operations, and prospects.

Certain of Pasqal’s intellectual property rights, know-how, and technologies have been licensed from, co-owned with, or developed in collaboration with universities, research institutions, consortium partners, acquisition targets, and other third parties.

Pasqal’s origins in academic research mean that aspects of its quantum computing technology may be subject to license agreements, co-ownership arrangements, or other contractual terms that impose limitations on Pasqal’s ability to exclusively use, sublicense, or commercialize such intellectual property. The terms of these arrangements may restrict Pasqal’s freedom to operate in certain fields of use, geographies, or applications, or may grant the counterparty rights to use or license the same or related intellectual property in ways that could be competitive with Pasqal’s products and services.

Pasqal’s platform and software stack rely in part on open-source software components, which are licensed under various open-source license terms and the use of open-source software presents a number of risks.

Certain open-source licenses require that any software that incorporates or is derived from open-source components be made available in source code form and be distributed under the same or similar license terms. If Pasqal has inadvertently incorporated open-source software into its proprietary software in a manner that triggers such obligations, Pasqal could be required to disclose portions of its proprietary source code, license its proprietary software on unfavorable terms, or re-engineer its software stack to eliminate the open-source components, any of which could be costly, time-consuming, and disruptive to Pasqal’s operations. Pasqal’s compliance efforts with respect to open-source license terms may not always be sufficient, and the interpretation of certain open-source license provisions remains subject to legal uncertainty. In addition, open-source software is developed by distributed communities of contributors and may contain security vulnerabilities, bugs, or defects that are not promptly identified or remediated. Because Pasqal does not control the development or maintenance of open-source software it utilizes, there can be no assurance that such software will continue to be maintained, updated, or supported by the relevant community, or that security vulnerabilities will be addressed in a timely manner. Furthermore, the terms of open-source licenses may be changed or reinterpreted in ways that impose additional obligations or restrictions on Pasqal’s use of such software, and new versions of open-source components may be released under different or more restrictive license terms. Any of the foregoing could require Pasqal to devote significant resources to re-engineering portions of its software stack, delay product development or releases, expose Pasqal to intellectual property claims or litigation, or otherwise have a material adverse effect on Pasqal’s business, financial condition, and results of operations.

Pasqal may be involved in lawsuits to protect or enforce its patents or its other intellectual property rights, which could be expensive, time-consuming, and unsuccessful.

Competitors may infringe, misappropriate, or otherwise violate Pasqal’s patents, or Pasqal’s other intellectual property rights, or may allege that Pasqal has infringed on their intellectual property rights. To counter infringement or unauthorized use or defend against such claims, Pasqal may be required to file legal claims, which can be expensive and time-consuming and are likely to divert significant resources from Pasqal’s core business, including distracting Pasqal’s technical and management personnel from their normal responsibilities.

In addition, in an infringement proceeding, a court may decide that a patent of Pasqal’s is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that Pasqal’s patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of Pasqal’s owned or licensed patents at risk of being invalidated or interpreted narrowly and could put Pasqal’s owned or licensed patent applications at risk of not issuing. The initiation of a claim against a third party might also cause the third party to bring counterclaims against Pasqal, such as claims asserting that Pasqal’s patent rights are invalid or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, non-enablement, or lack of statutory subject matter. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant material information from the USPTO or similar foreign authorities or made a materially misleading statement during prosecution. Third parties may also raise similar validity claims before the USPTO in post-grant proceedings such as exparte reexaminations, inter partes review, post-grant review, or oppositions or similar proceedings outside the United States, in parallel with litigation or even outside the context of litigation. The outcome following legal assertions of invalidity and unenforceability is unpredictable. Pasqal cannot be certain that there is or will be no invalidating prior art, of which Pasqal and the patent examiner were unaware during prosecution. For the patents and patent applications that Pasqal has licensed, Pasqal may have limited or no right to participate in the defense of any licensed patents against challenge by a third party. If a defendant were to prevail on a legal assertion of invalidity or unenforceability, Pasqal would lose at least part, and perhaps all, of any future patent protection on Pasqal’s current or future products. Such a loss of patent protection could harm Pasqal’s business.

Pasqal may not be able to prevent, alone or with its licensors, misappropriation of its intellectual property rights, particularly in countries where the laws may not protect those rights as fully as in the United States. Pasqal’s business could be harmed if in litigation the prevailing party does not offer Pasqal a license, or if the license offered as a result is not on commercially reasonable terms. Any litigation or other proceedings to enforce Pasqal’s intellectual property rights may fail and, even if successful, may result in substantial costs and distract Pasqal’s management and other employees.

Pasqal may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of Pasqal’s competitors may be able to sustain the costs of such litigation or proceedings more effectively than Pasqal can because of their greater financial resources and more mature and developed intellectual property portfolios. Accordingly, despite Pasqal’s efforts, Pasqal may not be able to prevent third parties from infringing upon, misappropriating, or successfully challenging its intellectual property rights. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have an adverse effect on Pasqal’s ability to compete in the marketplace.

Developments in patent law could have a negative impact on Pasqal’s business.

Changes in either the patent laws or interpretation of the patent laws could increase the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. For example, from time to time, the United States Congress, the USPTO, or similar foreign authorities may change the standards of patentability, and any such changes could have a negative impact on Pasqal’s business. In addition, the Leahy-Smith America Invents Act, or the America Invents Act, which was signed into law in September 2011, includes a number of significant changes to United States patent law. These changes include a transition from a “first-to-invent” system to a “first-to-file” system, changes to the way issued patents are challenged, and changes to the way patent applications are disputed during the examination process, such as allowing third-party submission of prior art to the USPTO during patent prosecution. These changes may favor larger and more established companies that have greater resources to devote to patent application filing and prosecution. Under a first-to-file system, assuming that other requirements for patentability are met, the first inventor to file a patent application generally will be entitled to the patent on an invention regardless of whether another inventor made the invention earlier. The USPTO has developed new regulations and procedures to govern the full implementation of the America Invents Act, and many of the substantive changes to patent law associated with the America Invents Act, and, in particular, the first-to-file provisions, became effective in March 2013. Substantive changes to patent law associated with the America Invents Act, or any subsequent United States legislation regarding patents, may affect Pasqal’s ability to obtain patents, and if obtained, to enforce or defend them. Accordingly, it is not clear what, if any, impact the America Invents Act will have on the cost of prosecuting Pasqal’s United States patent applications, Pasqal’s ability to obtain United States patents based on Pasqal’s discoveries, and Pasqal’s ability to enforce or defend any patents that may issue from Pasqal’s patent applications, all of which could have a material adverse effect on Pasqal’s business, prospects, financial condition, and results of operations.

In addition, changes to or different interpretations of patent laws in the United States and other countries may permit others to use Pasqal’s or Pasqal’s partners’ discoveries or to develop and commercialize Pasqal’s technology and products without providing any compensation to Pasqal, or may limit the number of patents or claims Pasqal can obtain. Recent United States Supreme Court rulings have narrowed the scope of United States patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events has created uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions by the United States Congress, the federal courts, the USPTO, as well as similar bodies in other countries, the laws and regulations governing patents could change in unpredictable ways that could have a material adverse effect on Pasqal’s existing patent portfolio and Pasqal’s ability to protect and enforce Pasqal’s intellectual property in the future, which could have a material adverse effect on Pasqal’s business, prospects, financial condition, and results of operations.

Risks Related to Investment in a French Company and Pasqal’s Status as a Foreign Private Issuer

Pasqal currently reports and Pasqal will report financial results under IFRS, which differs in certain significant respect from U.S. GAAP.

Pasqal currently reports and Pasqal will continue to report financial results under IFRS as issued by the IASB. There are and there may in the future be certain significant material differences between IFRS and U.S. GAAP. As a result, financial information and reported earnings of Pasqal for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, Pasqal is not required to and does not intend to provide a reconciliation between IFRS and U.S. GAAP as a foreign private issuer. As a result, you may not be able to meaningfully compare our financial statements under IFRS with those of companies that prepare financial statements under U.S. GAAP. Please see the section entitled “Risks Related to New Pasqal’s Foreign Private Issuer Status” for more information.

As a société anonyme formed under the laws of the Republic of France, Pasqal is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards applicable to domestic U.S. companies; these practices may afford less protection to shareholders than they would enjoy if Pasqal complied fully with the Nasdaq corporate governance listing standards.

Pasqal is a foreign private issuer as such term is defined in Rule 405 under the Securities Act and is a société anonyme formed under the laws of the Republic of France, and, after the consummation of the Business Combination, will be listed on the Nasdaq. The Nasdaq listing rules permit a foreign private issuer like Pasqal to follow the corporate governance practices of its home country. Certain corporate governance practices in France, which is Pasqal’s home country, may differ significantly from the Nasdaq corporate governance listing standards applicable to domestic U.S. companies.

Among other things, Pasqal is not required to have: (i) a majority of the board of directors consisting of independent directors; (ii) a compensation committee consisting of independent directors; (iii) a nominating and corporate governance committee consisting of independent directors; or (iv) regularly scheduled executive sessions with only independent directors each year.

Although not required and as may be changed from time to time, Pasqal intends to have, as of the consummation of the Business Combination, a majority-independent board of directors and a compensation committee consisting of independent directors. Subject to the foregoing, Pasqal intends to rely on the exemptions listed above. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq applicable to U.S. domestic public companies.

Because Pasqal is organized under the laws of France, the rights of Pasqal shareholders may differ from the rights they would have as shareholders of a United States corporation, which could adversely impact trading in New Pasqal Ordinary Shares and its ability to conduct equity financings, and New Pasqal shareholders may face difficulties in protecting their interests, their ability to protect their rights through the U.S. federal courts may be limited and investors may be unable to recover in civil proceedings for U.S. securities laws violations.

Pasqal’s corporate affairs are governed by Proposed Governing Documents and the laws of the Republic of France, including the French Commercial Code (Code de commerce). The rights of Pasqal’s shareholders and the responsibilities of its directors and officers under French law are different from those applicable to a corporation incorporated in the United States. For example, under Delaware law, the board of directors of a Delaware corporation bears the ultimate responsibility for managing the business and affairs of a corporation. In discharging this function, directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and its shareholders. French law similarly imposes duties on directors of a French company, including a duty to act in good faith and to exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. However, French directors must act in the “corporate interest” (intérêt social). Additionally, under Delaware law, a shareholder may bring a derivative action on behalf of a company to enforce a company’s rights. French law also permits derivative-type actions. Pursuant to Article L.225-252 of the French Commercial Code, individual shareholders or groups of shareholders may bring an action sociale ut singuli on behalf of the company to seek damages from directors for harm caused to the company. However, the procedural framework and scope of such actions differ from those under Delaware law. For claims other than those against directors, the decision to initiate legal proceedings generally lies with the company’s legal representative (e.g., the Président in a SAS). See “Comparison of Shareholders’ Rights” for an additional explanation of the differences.

Further, the disclosure requirements applicable to Pasqal under French and European Union law differ from those applicable to U.S. issuers under the Securities Exchange Act of 1934. While French and EU regulations — including the Transparency Directive, the Market Abuse Regulation and the Prospectus Regulation — impose substantial disclosure obligations on listed companies, the specific content, timing and format of such disclosures differ from the securities laws and regulations in the U.S., and there may be less publicly available information about Pasqal than is regularly published by or about U.S. issuers. In addition, while French law provides certain protections for minority shareholders — including mandatory tender offer rules, approval procedures for related-party transactions and judicial remedies against abuse of majority power (abus de majorité) — these protections operate differently from, and in some respects may be less extensive than, those available under U.S. state corporation laws. Similarly, enforcement mechanisms and the availability of private litigation remedies differ between the two jurisdictions, with French law relying more on regulatory oversight by the AMF than on private securities litigation.

Judgments of U.S. courts, including those predicated on the civil liability provisions of the federal securities laws of the United States, may not be enforceable in French courts. As a result, holders of securities who obtain a judgment against us in the United States may not be able to require us to pay the amount of the judgment. It may not be possible for holders to effect service of process within the United States upon our directors and officers or to enforce against these persons, or us, judgments of United States courts predicated upon civil liability provisions of the federal securities laws of the United States. In addition, shareholders of French companies may not have standing to initiate a shareholders derivative action in a federal court of the United States.

Therefore, Pasqal shareholders may have more difficulty in protecting their interests in connection with actions taken by Pasqal’s directors, officers or principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result of these differences, Pasqal shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.

Our operations in France could be adversely affected by complex labor laws, union activity and potential labor disruptions.

We have a significant number of permanent employees in France, where labor laws provide employees with extensive protections, including rights to collective bargaining, consultation through works councils, and legal support through union representation.

Our operations in France are subject to complex labor regulations, and we may be required to consult with or obtain the opinion of employee representative bodies before implementing material operational changes. In addition, strikes and other labor disruptions could adversely impact our operations, delay strategic initiatives, and increase costs. Any failure to comply with French labor laws or manage labor relations effectively could materially and adversely affect our business, financial condition, and results of operations.

Currency exchange rate fluctuations present a risk to our operations and financial results.

Our operations based in France expose us to fluctuations in exchange rates between the Euro and other major currencies, notably the U.S. dollar. Given the volatile nature of currency markets, these fluctuations may significantly impact our results. For example, an appreciation of the Euro against the U.S. dollar could increase the relative price of our services for clients outside the Eurozone, potentially reducing demand and impacting revenue. Conversely, a depreciation of the Euro against the U.S. dollar would increase our costs for any goods or services we procure or pay for in dollars, further affecting profitability.

Our exposure to foreign exchange risk is considerable, making our cash flow and earnings susceptible to currency market volatility. This volatility could materially affect our financial performance, particularly if adverse exchange rate movements reduce our competitive pricing or increase the relative cost of key imports.

French tax legislation may change, which could adversely affect the tax treatment of shareholders.

The French tax authorities may disagree with the tax treatment described in this registration statement, and their determination may be upheld by a court. Future legislation, regulations, administrative rulings or court decisions may adversely affect the accuracy of the statements regarding French tax treatment herein. Changes in French tax laws, including changes to withholding tax rates, the taxation of dividends or capital gains, or the rules applicable to tax treaties, could increase the tax burden on shareholders. Such changes may be implemented on a prospective or retroactive basis, and there can be no assurance that any such changes would not materially affect the financial position of shareholders or the value of Pasqal’s securities.

French tax law may limit Pasqal’s ability to deduct interest for tax purposes, which could increase its tax burden.

As a French tax resident company, Pasqal is subject to interest deductibility limitations set forth under French tax law, including those provided under Articles 212 bis and 39, 1-3° of the French Tax Code. Under Article 212 bis, net financial expenses may only be deductible up to the higher of (i) €3 million or (ii) 30% of the taxpayer’s “tax EBITDA” (as defined under French tax law), subject to certain adjustments and conditions. Additional restrictions may apply to interest paid to related parties or in connection with intra-group financing arrangements. These limitations may be further tightened under ATAD II provisions which aim at dealing with the deduction of certain expenses or the taxation of certain income which are recognized in the context of a cross-border hybrid situation. To the extent Pasqal

incurs significant indebtedness, including in connection with the Business Combination or future financings, these rules could limit the deductibility of a material portion of Pasqal’s interest expenses and thereby increase its effective tax rate. This could have a material adverse effect on Pasqal’s business, financial condition, results of operations and cash flows.

Pasqal’s ability to use its tax loss carry-forwards may be limited, which could adversely affect its financial condition and results of operations.

Pasqal has incurred significant operating losses since its incorporation and, as a result, has accumulated substantial tax loss carry-forwards. Under French tax law, tax loss carry-forwards may be carried forward indefinitely but their utilization is subject to an annual cap: only one million euro increased by 50% of the excess profits may be offset in any given fiscal year. In addition, the ability to effectively use such tax loss carry-forwards will depend on a variety of factors, including: (i) Pasqal’s ability to generate sufficient future taxable income against which tax losses may be utilized; (ii) changes in applicable French tax law and regulations, including potential further restrictions on the use of tax loss carry-forwards; (iii) the outcome of present and future tax audits or disputes with the French tax authorities; and (iv) potential limitations on the transfer or use of tax losses in connection with the Business Combination, the Reincorporation Merger or future reorganizations. If Pasqal is unable to fully utilize its tax loss carry-forwards, its effective tax rate may increase, which could have a material adverse effect on its business, financial condition and results of operations.

The French financial transaction tax may apply to certain acquisitions of Pasqal’s shares, which could affect the liquidity and market value of Pasqal’s shares.

Under Article 235 ter ZD of the French Tax Code, a financial transaction tax (taxe sur les transactions financières) applies, subject to certain conditions and exemptions, to certain acquisitions of equity securities or equivalent instruments of French companies whose market capitalization exceeds €1 billion as of December 1st of the year preceding the year during which the taxable acquisition takes place, and whose shares are admitted to trading on a regulated market within the European Union, the European Economic Area or a foreign regulated market formally recognized as such by the Autorité des Marchés Financiers (“AMF”) (as of now, Nasdaq has not been formally recognized as a regulated market by the AMF). The tax is currently levied at a rate of 0.4% of the acquisition price of the shares. If Pasqal’s market capitalization were to exceed the applicable threshold and Pasqal were to be admitted on a French or European market, or a foreign regulated market formally recognized as such by the AMF or if the scope of the financial transaction tax is broadened, acquisitions of Pasqal’s shares on the secondary market could become subject to this tax. The imposition of such a tax could increase transaction costs for investors, reduce the liquidity of Pasqal’s shares and adversely affect their market value. Pasqal has no control over future changes to the rate, scope or conditions of the financial transaction tax. The Merger itself should not trigger any financial transaction tax under Article 235 ter ZD of the French Tax Code.

The Business Combination and related reorganizations could give rise to adverse tax consequences.

The Business Combination involves a series of reorganization steps, including the Reincorporation Merger and the Merger between the Bleichroeder Surviving Corporation and Legacy Pasqal. The parties intend for these transactions to qualify for favorable tax treatment under applicable French tax law, including as a tax-free exchange under Sections 150-0 B, 210 A and 210-B of the French Tax Code. However, qualification for such favorable tax treatment depends on the satisfaction of numerous conditions and on the interpretation of complex provisions of French tax law. The French tax authorities have not been asked to provide a ruling or confirmation as to the tax treatment of the Business Combination, and no assurance can be given that the relevant tax authorities will not challenge the intended characterization. If any of the reorganization steps were to fail to qualify for the intended tax treatment, Pasqal, its shareholders or both could be subject to material and unexpected tax liabilities, including corporate income tax on unrealized gains, registration duties, or the acceleration of deferred gains in the hands of shareholders. In addition, the reorganizations may affect Pasqal’s ability to benefit from certain tax attributes, including tax loss carry-forwards. Any such adverse tax consequences could have a material adverse effect on Pasqal’s business, financial condition and results of operations, as well as on the returns to its shareholders.

Like in other countries, French government authorities may, in certain extreme cases for public interests, have the power to exercise nationalization, expropriation, requisition, or compulsory licensing with respect to our assets, properties or intellectual property rights.

French law provides public authorities with certain powers to nationalize, expropriate, requisition, compulsorily license or otherwise interfere with private property rights in limited circumstances, where public necessity, national defense, public health or other essential public interests are implicated. These powers may apply to assets and properties located in France and, in certain circumstances, to intellectual property rights. Under French constitutional principles, deprivation of property is permitted only where public necessity, legally determined, clearly requires it and subject to just and prior compensation. Although such powers are never or very rarely used (and never outside special historical circumstances), the following can be said about them.

French defense legislation, like legislations in other countries, permits requisition of persons, goods and services in circumstances involving actual or foreseeable threats to activities essential to the life of the nation, protection of the population, territorial integrity, continuity of institutions or France’s defense commitments. Requisition is typically not a lasting deprivation of property but an obligation for the owner to produce certain goods and services or permit the State to use its assets. Requisition measures are financially compensated but may not include lost net profits. EU intellectual property law provide for compulsory patent licensing mechanisms in the event of declared crisis or for public health, national economic needs or defense purposes. If such measures were applied to our intellectual property, we could lose exclusivity or be required to license rights to third parties or the State, for compensation determined by agreement or by a French court. Although these measures are conceived to be exceptional and subject to compensation mechanisms, there can be no assurance that compensation would be adequate to totally offset the harm resulting from any such measure.

Any nationalization, expropriation, requisition, compulsory licensing or similar governmental action affecting our assets, business operations or intellectual property rights could materially adversely affect our ability to conduct our business, commercialize our products, or generate revenues, and could have a material adverse effect on our business, financial condition, results of operations and prospects.

The issuance, exercise of BSPCEs and sale of underlaying shares may give rise to adverse tax and social security consequences for New Pasqal and for BSPCE holders and could negatively affect investors’ financial returns and the liquidity of their investment.

BSPCEs are equity warrants governed by Article 163 bis G of the French Tax Code, that entitle eligible employees and corporate officers to subscribe for shares at a predefined exercise price under certain conditions. BSPCEs can benefit from a preferential tax and social security regime under French law, provided that a number of conditions are satisfied both at the level of the issuing company and at the level of the individual beneficiaries at the time of grant.

At the company level, BSPCE eligibility requires for French entities, among other conditions, that the issuing company (i) is a joint stock company (société par actions) incorporated less than fifteen years prior to the date of grant, (ii) is subject to French corporate income tax, (iii) has at least 15% (prior to 2026, 25%) of its share capital held directly and continuously by natural persons or by entities that themselves meet certain holding requirements, and (iv) is not formed as a result of a restructuring, extension of a pre-existing activity, or takeover of such activity, unless additional conditions are met. At the beneficiary level, BSPCEs may only be granted to employees and certain corporate officers.

In addition, the exercise price of BSPCEs must be set at a level at least equal to the fair market value of the underlying shares at the time of grant. The French tax authorities provide further guidance in their published comments on valuation methodologies, including the potential application of discounts. The determination of fair market value for a privately-held company preparing to go public such as New Pasqal involves inherent uncertainty and requires the application of valuation methods, even if documented properly, that are subject to potential challenge of the French tax authorities.

In the event of a successful challenge by the French tax or social security authorities, holders of BSPCEs could face a reclassification of their exercise gains as employment income and thus support personal income tax at progressive rates, social security contributions, together with late payment interest and potential penalties. In parallel, New Pasqal, as the employer, could also be liable for social security contributions on the reclassified amounts, together with late payment interest and potential penalties.

Furthermore, the Business Combination or any subsequent change in New Pasqal’s corporate structure, shareholding or tax residence could affect the eligibility conditions for BSPCEs or the ability of New Pasqal to issue new BSPCEs in the future but would not affect the qualification of outstanding BSPCEs. Changes in applicable French tax law, administrative guidance, or case law, including any legislative reforms affecting the taxation of equity-based compensation, could also adversely modify the tax and social security treatment of outstanding or future BSPCEs. Any such adverse consequences could negatively affect investors’ financial returns and the liquidity of their investment, reduce the attractiveness of BSPCEs as a compensation and retention tool and have a material adverse effect on New Pasqal’s ability to attract, retain and motivate key employees.

Risks Related to Ownership of Pasqal’s Shares

If Pasqal’s Ordinary Shares are not listed on Nasdaq, or if Pasqal fails to meet Nasdaq’s continued listing standards, Pasqal’s Ordinary Shares could be delisted, which could limit investors’ ability to trade New Pasqal Ordinary Shares and subject Pasqal to additional trading restrictions.

Pasqal intends to apply to have New Pasqal Ordinary Shares listed on Nasdaq upon consummation of the Business Combination. Pasqal may not be able to meet the initial listing requirements or even if New Pasqal Ordinary Shares are so listed, it may be unable to maintain the listing of such securities in the future.

Failure by Pasqal to meet the initial listing requirements or to remain listed would likely have a negative effect on the price of the listed securities and would impair the ability of shareholders to sell or purchase the securities. In the event of a de-listing, Pasqal can provide no assurance that any action taken by Pasqal to restore compliance with listing requirements would allow Pasqal’s securities to become listed again, stabilize the market price or improve the liquidity of Pasqal’s securities, prevent Pasqal’s securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirement. If Nasdaq does not list New Pasqal Ordinary Shares, and if the related closing condition is waived by the parties in order to consummate the Business Combination, or if New Pasqal Ordinary Shares are de-listed, Pasqal could face significant material adverse consequences, including a limited availability of market quotations for New Pasqal Ordinary Shares, a limited amount of news and analyst coverage on the company, and a decreased ability to issue additional New Pasqal Ordinary Shares or obtain additional financing in the future. Additionally, if Pasqal’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of Pasqal’s securities may be more limited than if Pasqal was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There can be no assurance that Pasqal’s Ordinary Shares will be approved for listing on the regulated market of Euronext, and if such listing is successful, a dual listing of New Pasqal Ordinary Shares may adversely affect the liquidity and value of New Pasqal Ordinary Shares.

In addition to the Nasdaq listing detailed above, the parties to the Business Combination Agreement have agreed to use their reasonable best efforts to obtain listing of New Pasqal Ordinary Shares on the regulated market of Euronext, subject to market conditions and considerations, within 12 months from the closing of the Business Combination. Pasqal may not be able to meet the initial listing requirements for the Euronext, and even if New Pasqal Ordinary Shares are so listed, it may be unable to maintain the listing of such securities in the future.

In the event of such a secondary listing on Euronext (in addition to Nasdaq), trading of New Pasqal Ordinary Shares in these markets will take place in different currencies (U.S. dollars on Nasdaq and Euros on Euronext), at different times (resulting from different time zones, different trading days and different public holidays in the United States and France) and with different settlement mechanics. The trading prices of New Pasqal Ordinary Shares on these two markets may differ due to these and other factors and we cannot predict the effect of this dual listing on the value of New Pasqal Ordinary Shares. Any decrease in the price of New Pasqal Ordinary Shares on Euronext could cause a decrease in the trading price of New Pasqal Ordinary Shares on Nasdaq and vice versa. Investors could seek to sell or buy New Pasqal Ordinary Shares to take advantage of any price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in both the trading prices on one exchange and New Pasqal Ordinary Shares available for trading on the other exchange. Further, the dual listing of New Pasqal Ordinary Shares may reduce the liquidity of these securities in one or both markets and may adversely affect the development of an active trading market for New Pasqal Ordinary Shares in the United States.

Pasqal may face limitations on shareholder liquidity and transferability of its securities due to French State interests and regulatory requirements.

Following the implementation of Regulation (EU) 2019/452 of 19 March 2019, the scope of French foreign investment screening has been expanded to cover additional economic sectors. Prior authorization from the French Minister of Economy is required for investments in companies that (i) participate in the exercise of public authority, even occasionally, (ii) may affect public order, public security or national defense interests, or (iii) are engaged in the research, production or trade of arms, ammunition, explosives or related materials.

Due to the presence of French State interests and the application of French foreign investment regulations, shareholders in Pasqal may face significant restrictions on the transfer of their shares or on the ability to effect a change of control. In particular, under the French foreign investment control regime, the direct or indirect acquisition by a non-EU acquirer (or by multiple non-EU acquirers acting in concert) of 25% or more of the voting rights of Pasqal, or 10% or more of the voting rights of Pasqal if Pasqal’s shares are admitted to trading on a regulated market (e.g. Euronext Paris), requires the prior authorization of the French Ministry of the Economy. This approval process may be lengthy, subject to conditions, or even denied, depending on the nature of the acquirer and the strategic importance of Pasqal’s business activities. See “Risk Factors — Risks Related to Litigation and Government Regulation — Foreign investment regulations may restrict or delay future changes in control or significant acquisitions of Pasqal.”

These restrictions may result in delays or prevent certain transactions from being completed, and may be outside the control of Pasqal or its shareholders. As a result, the liquidity and market value of Pasqal’s securities may be adversely affected, and shareholders may be unable to realize the full value of their investment or to exit their position in a timely manner. Furthermore, these regulatory requirements may limit Pasqal’s ability to attract new investors, pursue certain strategic transactions, or respond flexibly to changes in its shareholder base.

Depending on where its activities will develop, Pasqal may, in the future, also be subject to foreign investment regulations in other countries, with comparable consequences.

Ownership among our existing executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

As of the closing of the Business Combination, our directors, executive officers and their affiliates as a group beneficially own approximately        % of the issued and outstanding New Pasqal Ordinary Shares (assuming no redemptions by Bleichroeder shareholders). As a result, these shareholders will be able to exercise a significant level of control over all matters requiring shareholder approval, including the election of directors, any amendment of the articles of association and approval of significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these shareholders.

Transfers of outstanding Legacy Pasqal equity by Pasqal shareholders prior to the consummation of the Business Combination could adversely affect the ownership, governance and market price of New Pasqal Ordinary Shares.

Prior to the consummation of the Business Combination, existing shareholders of Legacy Pasqal may sell or otherwise transfer their equity interests in Legacy Pasqal to third parties. Any such transfers could change the expected ownership of the combined company and may result in new investors whose interests differ from those of the current Legacy Pasqal shareholders. To the extent transferred shares are not subject to existing voting, support or lock-up arrangements, such transfers could create uncertainty regarding the ownership and governance of the combined company and could increase volatility in the market price of New Pasqal Ordinary Shares following the closing. Pasqal may incur additional costs or face delays to address transfer-related regulatory or contractual requirements.

The market price and trading volume of New Pasqal Ordinary Shares may be volatile and could decline significantly following the Business Combination.

The stock markets, including Nasdaq on which Pasqal intends to list New Pasqal Ordinary Shares to be issued in the Business Combination, have from time to time experienced significant price and volume fluctuations. Even if an active, liquid and orderly trading market develops and is sustained for New Pasqal Ordinary Shares following the Business Combination, the market prices of New Pasqal Ordinary Shares may be volatile and could decline significantly. In addition, the trading volumes in New Pasqal Ordinary Shares may fluctuate and cause significant

price variations to occur. If the market prices of New Pasqal Ordinary Shares decline significantly, you may be unable to resell your New Pasqal Ordinary Shares at or above the market price of New Pasqal Ordinary Shares as of the date immediately following the consummation of the Business Combination. There can be no assurance that the market prices of New Pasqal Ordinary Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

•        the realization of any of the risk factors presented in this proxy statement/prospectus;

•        actual or anticipated differences in our estimates, or in the estimates of analysts, for Pasqal’s revenues, results of operations, cash flows, liquidity or financial condition;

•        announcements by Pasqal or its competitors of significant business developments including acquisitions, dispositions, strategic partnerships, joint venture or capital commitments;

•        changes in customers;

•        acquisitions or expansion plans;

•        Pasqal’s involvement in litigation and government investigations;

•        sale of New Pasqal Ordinary Shares or other securities in the future;

•        market conditions in Pasqal’s industry;

•        changes in key personnel;

•        the trading volume of New Pasqal Ordinary Shares;

•        actual, potential or perceived control, accounting or reporting problems of Pasqal;

•        changes in accounting principles, policies and guidelines;

•        other events or factors, including but not limited to those resulting from infectious diseases, health epidemics and pandemics, natural disasters, war, acts of terrorism or responses to these events; and

•        general economic and market conditions.

In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of New Pasqal Ordinary Shares, regardless of our operating performance. The trading price may also be adversely affected by third parties attempting to drive the market price up or down, including short sellers and others who may publish rumors or commentary, including anonymously on social media, which can negatively affect our stock price and increase volatility. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If Pasqal were involved in any similar litigation it could incur substantial costs and our management’s attention and resources could be diverted. The impact of any of the foregoing on our management, employees, partners, customers and operating results could, in turn, exacerbate volatility in the market price and trading volume of New Pasqal Ordinary Shares.

We do not know whether a market will develop for New Pasqal Ordinary Shares or what the market price of New Pasqal Ordinary Shares will be and, as a result, it may be difficult for holders of New Pasqal Ordinary Shares to sell their New Pasqal Ordinary Shares.

Before this offering, there was no public trading market for New Pasqal Ordinary Shares. Although we have applied to list New Pasqal Ordinary Shares on Nasdaq, an active trading market for New Pasqal Ordinary Shares may never develop or be sustained following this offering. If a market for New Pasqal Ordinary Shares does not develop or is not sustained, it may be difficult for holders of New Pasqal Ordinary Shares to sell their New Pasqal Ordinary Shares at an attractive price, if at all. This risk will be exacerbated if there is a high level of redemptions of Bleichroeder Ordinary Shares in connection with the closing of the Business Combination. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If a significant number of Bleichroeder Ordinary Shares are elected to be redeemed in connection with the Business Combination, the stock ownership of Pasqal will be highly concentrated, which will reduce the public “float” and may have a depressive effect on the market price of New Pasqal Ordinary Shares.

If a significant number of Bleichroeder Ordinary Shares are elected to be redeemed in connection with the Business Combination, the stock ownership of the combined company will be highly concentrated within a small number of existing Pasqal shareholders. This will reduce the public “float” and may have a depressive and volatile effect on the market price of the ordinary shares of the combined company when demand for Pasqal stock changes.

There is no guarantee that the decision by any Bleichroeder public shareholders to not redeem their public shares will put such shareholders in a better future economic position. Such shareholders will experience immediate dilution as a result of the issuance of New Pasqal Ordinary Shares as consideration in connection with the Business Combination and may experience further dilution in connection with the issuance of securities in the March 2026 Financing.

If a Bleichroeder public shareholder decides not to redeem its Bleichroeder public shares and elects to continue as a holder of New Pasqal Ordinary Shares following the completion of the Business Combination, there is no assurance as to the price at which Pasqal shareholders may be able to sell New Pasqal Ordinary Shares in the future. Certain events following the consummation of the Business Combination may cause a decrease in New Pasqal Ordinary Shares stock price over time, and a decision not to redeem Bleichroeder public shares may ultimately result in a lower value realized by a Bleichroeder public shareholder relative to a decision to redeem in connection with the completion of the Business Combination. Specifically, if a Bleichroeder public shareholder does not redeem its shares, such shareholder will bear the risk of ownership of New Pasqal Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a shareholder will be able to sell its New Pasqal Ordinary Shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Bleichroeder public shareholder should consult his, her or its own tax or financial advisor for assistance on how this may affect its individual situation.

Upon the Business Combination, the percentage ownership of Pasqal by Bleichroeder public shareholders who do not redeem their Bleichroeder public shares will be diluted as a result of the issuance of New Pasqal Ordinary Shares as consideration in connection with the Business Combination. If any of the Bleichroeder public shareholders exercise their redemption rights, the percentage of New Pasqal Ordinary Shares held by the former Bleichroeder public shareholders will decrease and the percentages of outstanding New Pasqal Ordinary Shares held by the Sponsor and Pasqal shareholders will increase, in each case, relative to the percentage held if none of the Bleichroeder public shares are redeemed. In addition, the percentage ownership of Pasqal by Bleichroeder public shareholders who do not redeem their Bleichroeder public shares may be further diluted in the future as a result of the issuance of New Pasqal Ordinary Shares upon conversion of the Senior Unsecured Convertible Bonds and the issuance of New Pasqal Ordinary Shares underlying the Investment Warrants.

Upon completion of the Business Combination, Bleichroeder shareholders will become Pasqal shareholders, Bleichroeder warrant holders will become holders of New Pasqal Warrants and the market price for New Pasqal Ordinary Shares may be affected by factors different from those that historically have affected Bleichroeder securities.

Upon completion of the Business Combination, Bleichroeder shareholders will become Pasqal shareholders and Bleichroeder’s warrant holders will become holders of New Pasqal Warrants, which may be exercised to acquire New Pasqal Ordinary Shares. Pasqal’s business will materially differ from that of Bleichroeder, and, accordingly, the results of operations of Pasqal will be affected by numerous factors that are different from those currently affecting the results of operations of Bleichroeder. Bleichroeder is a special purpose acquisition company incorporated in the Cayman Islands that is not engaged in any operating activity, directly or indirectly. Pasqal is a société anonyme formed under the laws of the Republic of France and, after the consummation of the Business Combination, its subsidiaries will be engaged in the businesses of Pasqal. Pasqal’s business and results of operations will be affected by regional, country and industry risks and operating risks to which Bleichroeder was not exposed. For a discussion of the future business of Pasqal currently conducted and proposed to be conducted by Pasqal, see the sections of this proxy statement/prospectus titled “Information about Pasqal” and “Risk Factors — Risks Related to Pasqal’s Business and Industry.”

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem outstanding warrants (other than the private placement warrants) at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our shares equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. We will use our best efforts to register or qualify such shares of ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in this offering. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

Notice of redemption shall be mailed by first class mail, postage prepaid, by us not less than thirty (30) days prior to the Redemption Date to the registered holders of the public warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the warrants will be notified of such redemption by our posting of the redemption notice to DTC.

New Pasqal Warrants will become exercisable for New Pasqal Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to Pasqal’s shareholders.

New Pasqal Warrants to purchase an aggregate of            New Pasqal Ordinary Shares will become exercisable in accordance with the terms of the Warrant Amendment Agreement and the existing Warrant Agreement governing those securities. Assuming the Business Combination closes, these warrants will become exercisable 30 days after the completion of the Business Combination. The exercise price of these warrants will be $11.50 per share. To the extent such warrants are exercised, additional New Pasqal Ordinary Shares will be issued, which will result in dilution to the holders of New Pasqal Ordinary Shares and increase the number of shares eligible for resale in the public market. In addition, the Investment Warrants to purchase New Pasqal Ordinary Shares will be immediately exercisable upon issuance at Closing and will expire five years from the date of Closing. The exercise price of these warrants is $12.00 per New Pasqal Ordinary Share, subject to certain anti-dilution and other adjustments as set forth in the Terms and Conditions governing such warrants. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New Pasqal Ordinary Shares.

Subsequent to the consummation of the Business Combination, Pasqal may issue additional ordinary shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its shareholders.

Pasqal may issue additional ordinary shares or other equity securities of equal or senior rank in the future in connection with, among other things, capital-raising initiatives, future investments and acquisitions, or repayment of outstanding indebtedness, in most cases without stockholder approval.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

•        existing shareholders’ proportionate ownership interest will decrease;

•        the number of shares eligible for resale in the public market will increase;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each share of previously outstanding ordinary shares may be diminished; and

•        the market price of Pasqal’s Ordinary Shares may decline.

We will incur significant indebtedness as a result of the March 2026 Financing and the issuance of the Senior Unsecured Convertible Bonds and we may incur additional indebtedness in the future. The indebtedness created by the sale of Senior Unsecured Convertible Bonds and any future indebtedness we incur exposes us to risks that could adversely affect our business, financial condition, and results of operations.

Our indebtedness could have significant negative consequences for our business, results of operations and financial condition, including:

•        increasing our vulnerability to adverse economic and industry conditions;

•        limiting our ability to obtain additional financing;

•        requiring the dedication of a portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes;

•        limiting our flexibility in planning for, or reacting to, changes in our business; and

•        placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.

We cannot assure you that we will continue to maintain sufficient cash reserves or that our business will generate cash flow from operations at levels sufficient to permit us to pay principal, premium, if any, and interest on our indebtedness, or that our cash needs will not increase. Further, in the ordinary course of its business, Pasqal has also entered into, and may in the future be required to enter into, bank guarantees and similar arrangements to support its performance obligations under customer contracts. These arrangements may require Pasqal to pledge cash deposits or other collateral, which could reduce Pasqal’s liquidity and financial flexibility. If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we fail to comply with the various requirements of the Senior Unsecured Convertible Bonds or any indebtedness which we may incur in the future, we would be in default, which could have a material adverse effect on our business, results of operations and financial condition.

The Senior Unsecured Convertible Bonds to be issued and outstanding after the closing of the Business Combination may impact New Pasqal’s financial results, result in dilution to our shareholders, create downward pressure on the price of the New Pasqal Ordinary Shares, and restrict New Pasqal’s ability to raise additional capital or take advantage of future opportunities.

Following the closing of the Business Combination and subject to the conditions to conversion set forth in the Senior Unsecured Convertible Bond Terms and Conditions, a holder of the Senior Unsecured Convertible Bonds will have the right, at such holder’s option, to convert all or any portion of its bonds into New Pasqal Ordinary Shares at an initial conversion rate of $12.00 per share. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

If New Pasqal Ordinary Shares are issued to the Investors upon conversion, there will be dilution to New Pasqal Shareholders and the market price of New Pasqal Ordinary Shares may decrease due to the additional selling pressure in the market. Any downward pressure on the price of New Pasqal Ordinary Shares caused by the sale, or potential sale, of shares issuable upon conversion of the Senior Unsecured Convertible Bonds could also encourage short sales by third parties, creating additional selling pressure on our share price.

The Senior Unsecured Convertible Bonds contain certain restrictions and limitations that could impact New Pasqal’s ability to operate its business.

For as long as 10% of the Senior Unsecured Convertible Bonds issued as of the closing of the Business Combination 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 New Pasqal; (ii) amend, alter, or repeal any provision of the bylaws or 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 Ordinary 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. These restrictions could affect New Pasqal’s ability to operate its business, may limit its ability in the future to satisfy currently outstanding obligations and may limit its ability to take advantage of potential business opportunities as they arise.

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research or cease publishing research about Pasqal, its share price and trading volume could decline significantly.

The trading market for New Pasqal Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about Pasqal or its business. Pasqal may be unable to sustain coverage by well-regarded securities and industry analysts. If either none or only a limited number of securities or industry analysts maintain coverage of Pasqal, or if these securities or industry analysts are not widely respected within the general investment community, the demand for New Pasqal Ordinary Shares could decrease, which might cause its share price and trading volume to decline significantly. In the event that Pasqal obtains securities or industry analyst coverage or, if one or more of the analysts who cover Pasqal downgrade their assessment of Pasqal or publish inaccurate or unfavorable research about Pasqal’s business, the market price and liquidity for New Pasqal Ordinary Shares could be negatively impacted.

If Pasqal’s operating and financial performance in any given period does not meet the guidance provided to the public or the expectations of investment analysts, the market price of Pasqal’s Ordinary Shares may decline.

In the future, Pasqal may, but is not obligated to, provide public guidance on its expected operating and financial results for future periods. Any such guidance will consist of forward-looking statements, subject to the risks and uncertainties described in this filing. Pasqal’s actual results may not always be in line with or exceed any guidance it may provide, especially in times of economic uncertainty. Further, lengthy sales cycle may contribute to substantial fluctuations in Pasqal’s quarterly or annual operating results as significant sales can be delayed to subsequent periods. If, in the future, Pasqal’s operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if Pasqal reduces its guidance for future periods, the market price of its ordinary shares may decline as well. There can be no assurance that Pasqal will issue or continue to issue public guidance in the future.

Our financial results may vary significantly from period to period.

Pasqal expects revenue and operating results to vary from period to period. Pasqal may incur significant operating expenses during the start-up and early stages of large contracts and may not be able to recognize corresponding revenue in that same quarter. Pasqal may also incur additional expenses when contracts are terminated or expire and are not renewed. Pasqal may also incur additional expenses when customers are newly acquired. Additionally, payments due to Pasqal from our customers may be delayed for a variety of reasons, and these delays could cause significant fluctuations from period to period.

Additional factors that may cause our financial results to fluctuate from period to period include those addressed elsewhere in this “Risk Factors” section and the following factors, among others:

•        the terms of customer contracts that affect the timing of revenue recognition;

•        labor availability and costs for hourly and management personnel;

•        profitability of New Pasqal’s products, especially in new markets;

•        changes in interest rates;

•        impairment of long-lived assets;

•        macroeconomic conditions, both nationally and locally;

•        size and scope of Pasqal’s revenue arrangements with its customers;

•        negative publicity related to Pasqal’s products;

•        changes in customer preferences and competitive conditions;

•        the loss of strategic relationships or existing contracts with any customer;

•        lengthy customer sales cycle, leading to difficulty in forecasting the timing of purchasing decisions;

•        expansion to new markets; and

•        fluctuations in commodity prices.

The requirements of being a public company may strain Pasqal’s resources, divert Pasqal management’s attention and affect Pasqal’s ability to attract and retain qualified board members.

Pasqal will incur additional legal, accounting and other expenses following completion of the Business Combination. Pasqal will be subject to the reporting requirements of the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Nasdaq listing requirements and other applicable securities rules and regulations. These expenses may increase even more if Pasqal no longer qualifies as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that Pasqal file annual and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that Pasqal maintains effective disclosure controls and procedures and internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to Pasqal after the Business Combination. Pasqal may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. If Pasqal is not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act, including any additional requirements once Pasqal is no longer an emerging growth company, in a timely manner or with adequate compliance, Pasqal may not be able to assess whether internal controls over financial reporting are effective, which may subject Pasqal to adverse regulatory consequences and could harm investor confidence and the market price of Pasqal’s Ordinary Shares.

Changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. Pasqal expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although Pasqal is currently unable to estimate these costs with any degree of certainty.

Pasqal’s management team has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Pasqal’s management team may not successfully or efficiently manage the transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and regulations and the continuous scrutiny of securities analysts and investors. The need to establish the corporate infrastructure demanded of a public company may divert the management’s attention from implementing its growth strategy, which could prevent Pasqal from improving its business, financial condition and results of operations. Furthermore, Pasqal expects these rules and regulations to make it more difficult and more expensive for Pasqal to obtain director and officer liability insurance, and consequently Pasqal may be required to incur substantial costs to obtain such coverage. These additional obligations could have a material adverse effect on its business, financial condition, results of operations

and prospects. These factors could also make it more difficult for Pasqal to attract and retain qualified members of its board of directors, particularly to serve on Pasqal’s audit committee, remuneration committee and nominating and corporate governance committee, and qualified executive officers.

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, Pasqal’s business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, Pasqal’s business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in Pasqal’s favor, these claims, the time and resources necessary to resolve them and negative publicity, could have an adverse effect on its business, financial condition, results of operations and prospects.

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we fail to establish and maintain effective internal control over financial reporting, we may be unable to timely produce or accurately report our financial results or prevent fraud. We may identify additional material weaknesses in our internal controls over financial reporting which we may not be able to remedy in a timely manner.

As of December 31, 2024 and 2025, management identified material weaknesses in Pasqal’s internal control over financial reporting.

The material weaknesses relate to:

•        the design and formalization of the Company’s control environment and entity-level ICFR governance framework;

•        the absence of an effective risk assessment process covering financial reporting risks;

•        deficiencies in information technology general controls;

•        insufficiently designed and documented review controls over significant and complex accounting judgments and non-routine transactions; and

•        limitations in internal resources, both in terms of personnel quantity and technical expertise, including with respect to IFRS and SEC reporting and disclosure requirements as a first-time SEC registrant.

Specifically:

•        We did not design and maintain an internal control environment and governance framework commensurate with our financial reporting requirements. Certain financial reporting responsibilities were concentrated among a limited number of individuals, segregation of duties was not consistently implemented across all relevant processes, and documentation and formalization of key controls and independent review activities were not sufficiently formalized and documented.

•        We did not design and maintain a sufficiently formalized and documented process to identify and assess changes in our business and operations that could impact financial reporting risks. Our risk assessment activities were primarily based on management experience and ad hoc processes, without a comprehensive and periodically updated framework aligned with the COSO principles.

•        We did not design and maintain effective information technology general controls over systems relevant to financial reporting. In particular, deficiencies were identified in change management processes, user access controls (including privileged access), periodic access reviews, governance over and oversight of third-party IT service providers, and documentation of system implementations and modifications. In addition, certain key financial data and reports relied on manual processing and adjustments, increasing the risk of data integrity issues.

•        We did not design and maintain effective controls to ensure that significant and non-routine accounting matters and judgments are consistently documented and independently reviewed on a timely basis. These matters include, among others, business combinations, share-based compensation, capital instruments, and other complex or non-recurring transactions. Although analyses were performed, including with the assistance of external advisors, effective controls were not consistently designed and maintained to ensure such analyses were appropriately documented, reviewed and approved on a timely basis.

•        As a first-time SEC registrant, we did not have sufficient internal capabilities or formalized processes to address SEC reporting and disclosure requirements. In addition, we had limited internal resources, both in terms of personnel quantity and technical expertise, including with respect to IFRS and SEC reporting and disclosure requirements, which impacted both the design and operating effectiveness of our internal controls over financial reporting.

Accordingly, there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected on a timely basis.

Although adjustments identified in connection with the preparation of our consolidated 2024 and 2025 financial statements were recorded and corrected prior to issuance, the existence of these material weaknesses could result in future misstatements if not remediated.

Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control over financial reporting under the Sarbanes-Oxley Act. However, in connection with the preparation of our consolidated financial statements, management identified the material weaknesses described above. Had we performed a formal assessment of our internal control over financial reporting, or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified. Following the completion of the Business Combination, we will be required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, and we expect to continue to enhance our internal control framework as part of this process.

We have initiated a remediation plan to address these material weaknesses. However, the remediation efforts are ongoing and will require significant time, costs and resources. We intend to complete the remediation of these material weaknesses as expeditiously as possible, aiming to get remediation completed prior to the date on which we cease to qualify as an “emerging growth company”. We cannot provide assurance that we will be able to complete full remediation by then or that additional material weaknesses will not be identified in the future.

Our remediation plan includes, among other measures:

•        strengthening our finance organization, including the recruitment and training of personnel with appropriate IFRS and SEC public company reporting expertise;

•        enhancing the documentation of our accounting policies, technical accounting analyses and key judgments;

•        implementing formalized control procedures, including independent review and approval controls over complex and non-routine transactions;

•        developing and implementing a more formalized financial reporting risk assessment process aligned with the COSO framework;

•        strengthening IT governance and implementing more robust information technology general controls; and

•        continuing to leverage external advisors to support complex accounting and SEC reporting matters during this transition period.

As of the date of this filing:

•        certain remediation actions have been initiated, including:

•        the preparation of technical accounting documentation and position papers;

•        increased involvement of external advisors to support complex accounting and SEC reporting matters; and

•        other remediation actions remain to be implemented, including:

•        the full formalization and implementation of control procedures across key financial reporting processes;

•        the development and implementation of a comprehensive financial reporting risk assessment framework;

•        further strengthening of internal finance resources and technical expertise; and

•        the implementation and testing of IT general controls.

There can be no assurance that the remediation plan will be fully implemented within the expected timeframe, that the remediation measures will be sufficient to address the identified material weaknesses, or that additional material weaknesses will not be identified in the future.

We have incurred and expect to continue to incur material costs in connection with our remediation efforts, including external advisory fees, incremental personnel costs, training costs, IT control enhancement costs, and process documentation and implementation costs. These costs are not expected to be capitalized and will be recognized as incurred.

Pasqal will be an “emerging growth company” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make Pasqal’s Ordinary Shares less attractive to investors, which could have a material and adverse effect on Pasqal, including its growth prospects.

Upon consummation of the Business Combination, Pasqal will be an “emerging growth company” as defined in the JOBS Act. Pasqal will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which Pasqal has total annual gross revenue of at least $1.235 billion or (c) in which Pasqal is deemed to be a large accelerated filer, which means the market value of New Pasqal Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of Pasqal’s prior second fiscal quarter, and (ii) the date on which Pasqal issued more than $1.0 billion in non-convertible debt during the prior three-year period. Pasqal intends to take advantage of exemptions from various reporting requirements that are applicable to most other public companies, whether or not they are classified as “emerging growth companies,” including, but not limited to, an exemption from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that Pasqal’s independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting and reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Furthermore, even after Pasqal no longer qualifies as an “emerging growth company,” as long as Pasqal continues to qualify as a foreign private issuer under the Exchange Act, Pasqal will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including, but not limited to, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act and the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, and current reports on Form 8-K, upon the occurrence of specified significant events. In addition, Pasqal will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and are not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a result, Pasqal’s shareholders may not have access to certain information they deem important. Pasqal cannot predict if investors will find New Pasqal Ordinary Shares less attractive because it relies on these exemptions. If some investors do find New Pasqal Ordinary Shares less attractive as a result, there may be a less active trading market and share price for New Pasqal Ordinary Shares may be more volatile.

It is not expected that Pasqal will pay dividends in the foreseeable future after the Business Combination.

It is expected that Pasqal will retain most, if not all, of its available funds and any future earnings after the Business Combination to fund the development and growth of its business. In addition, Pasqal is a holding company and its subsidiaries immediately after the consummation of the Business Combination will be located in various locations, including Europe, Canada, the United States, Saudi Arabia and South Korea. Part of Pasqal’s primary internal sources of funds to meet its cash needs will be its share of the dividends, if any, paid by Pasqal’s subsidiaries. The distribution of dividends to Pasqal from the subsidiaries in certain markets where Pasqal operates is subject to restrictions imposed by the applicable laws and regulations in these markets. As a result, it is not expected that Pasqal will pay any cash dividends in the foreseeable future.

Following completion of the Business Combination, Pasqal’s board of directors will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received by Pasqal from subsidiaries, Pasqal’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that the shares of Pasqal will appreciate in value after the Business Combination or that the trading price of the shares will not decline. Holders of New Pasqal Ordinary Shares should not rely on an investment in New Pasqal Ordinary Shares as a source for any future dividend income.

If New Pasqal Ordinary Shares are not eligible for deposit and clearing within the facilities of the DTC, then transactions in New Pasqal Ordinary Shares may be disrupted.

The facilities of DTC are a widely used mechanism that allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. Pasqal expects that New Pasqal Ordinary Shares will be eligible for deposit and clearing within the DTC system. DTC is not obligated to accept New Pasqal Ordinary Shares for deposit and clearing within its facilities in connection with the listing and, even if DTC does initially accept New Pasqal Ordinary Shares, it will generally have discretion to cease to act as a depository and clearing agency for New Pasqal Ordinary Shares.

If DTC determines prior to the completion of the transactions that New Pasqal Ordinary Shares are not eligible for clearance within the DTC system, then Pasqal would not expect to complete the transactions and the listing contemplated by this proxy statement/prospectus in its current form. However, if DTC determines at any time after the completion of the transactions and the listing that New Pasqal Ordinary Shares were not eligible for continued deposit and clearance within its facilities, then Pasqal believes New Pasqal Ordinary Shares would not be eligible for continued listing on a U.S. securities exchange and trading in the shares would be disrupted. While Pasqal would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of New Pasqal Ordinary Shares.

Short sellers may engage in manipulative activity intended to drive down the market price of Pasqal’s ordinary shares, which could also result in related regulatory and governmental scrutiny, among other effects.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of later buying lower priced identical securities to return to the lender. Accordingly, it is in the interest of a short seller of Pasqal’s ordinary shares for the price to decline. At any time, short sellers may publish, or arrange for the publication of, opinions or characterizations that are intended to create negative market momentum. Issuers, like Pasqal, whose securities have historically had limited trading history or volumes and/or have been susceptible to relatively high volatility levels can be vulnerable to such short seller attacks. Short selling reports can cause increased volatility in an issuer’s stock price, and result in regulatory and governmental inquiries. A short seller report about Pasqal could result in an inquiry or formal investigation from a governmental organization or other regulatory body, including any inquiry from the SEC or the U.S. Department of Justice, which could result in a material diversion of Pasqal’s management’s time and could have a material adverse effect on its business and results of operations.

Market values of growth-oriented companies like ours, particularly companies that entered into business combination agreements with SPACs, have at times been affected by adverse economic and market forces which may induce downward pressure on the price and trading volume of the New Pasqal ordinary shares.

In recent years, there have been fluctuations in the valuation of growth-oriented companies, particularly those that entered into business combination agreements with SPACs. Inflationary pressures, increases in interest rates and other adverse economic and market forces have contributed to these drops in market value. As a result, Bleichroeder’s securities are subject to potential downward pressures, which may result in high redemptions of the cash available from the trust account. If there are substantial redemptions, there will be a lower float of Bleichroeder’s ordinary shares outstanding, which may cause further volatility in the price of our securities and adversely impact Pasqal’s ability to secure financing following the Closing.

Pasqal and Bleichroeder will incur significant transaction costs, which could be higher than currently anticipated, and these transaction costs add risk to Pasqal’s ability to execute on its business plan.

Both Pasqal and Bleichroeder have incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the Business Combination. All expenses incurred in connection with the Business Combination, including all legal, and other fees, expenses, and costs, will be for the account of the party incurring such fees, expenses, and costs. Aggregate transaction expenses for Pasqal and Bleichroeder as a result of the Business Combination are currently estimated to be approximately $36 million.

The rights of the shareholders of Pasqal may be different from the rights of shareholders of U.S. companies and provisions of Proposed Governing Documents and applicable law may impede or discourage a takeover, which could deprive Pasqal’s investors of the opportunity to receive a premium for New Pasqal Ordinary Share or to make changes in Pasqal’s board of directors.

Pasqal’s corporate affairs are governed by Proposed Governing Documents and the laws of the Republic of France. The rights of shareholders and the responsibilities of members of Pasqal’s board of directors may differ from the rights of shareholders and duties of directors in companies governed by the laws of U.S. jurisdictions. In the performance of its duties, Pasqal’s board of directors are required under French law to act in the corporate interest (intérêt social) of Pasqal.

Under French law, shareholders’ ability to bring derivative actions on behalf of a company, or to bring actions against third parties to recover indirect losses, may be more limited than in certain U.S. jurisdictions. Generally, shareholders may only bring an individual claim against a third party where the acts or omissions of such third party also constitute a tort toward the shareholder, causing the shareholder direct, personal and distinct loss.

French law provides limited collective litigation mechanisms. While certain forms of collective actions exist under French law, including actions brought by approved associations of investors, such mechanisms are more limited than class actions available in certain U.S. jurisdictions and may not be available with respect to acts affecting shareholders’ rights. Approved associations of shareholders or investors may be permitted to bring claims in respect of wrongful acts harming the “collective interest” of the investors or of certain categories of investors. Such associations may request that the court order responsible persons to comply with relevant legal requirements to end irregularities or eliminate their effects. They may also seek indemnification in the name of individual investors who have suffered individual damages if mandated by at least two such investors.

The provisions of French corporate law and Proposed Governing Documents may have the effect of concentrating control over certain corporate decisions and transactions in the hands of Pasqal’s board of directors. As a result, holders of Pasqal’s shares may encounter differences in the manner in which they may protect their interests in connection with actions taken by members of Pasqal’s board of directors than if Pasqal were incorporated in the United States.

In addition, several provisions of Proposed Governing Documents and the laws of the Republic of France may discourage, delay or prevent a merger, consolidation or acquisition that shareholders may consider favorable, such as requirements to disclose the crossing of ownership thresholds. Under French law, Pasqal’s shareholder meeting may empower Pasqal’s board of directors to issue shares, or warrants to subscribe new shares, and restrict or exclude preemptive rights on the issue of those shares or warrants, including in the context of takeover offers. These provisions could impede the ability of Pasqal’s shareholders to benefit from a change in control and, as a result, could materially adversely affect the market price of New Pasqal Ordinary Shares and Pasqal’s shareholders’ ability to realize any potential change of control premium. French law generally does not provide appraisal rights comparable to those available under certain U.S. laws to shareholders seeking to challenge the consideration payable in connection with certain mergers or similar transactions.

Claims for indemnification by Pasqal’s directors and officers may reduce Pasqal’s available funds to satisfy successful third-party claims against Pasqal and may reduce the amount of money available to Pasqal.

Under French law, provisions of bylaws that waive or limit the civil liability of directors are prohibited. However, French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities incurred by any of their directors and officers arising from acts performed in the course of their duties as directors or officers of the company. While fines or criminal penalties cannot be indemnified or insured under French law, insurance policies may cover certain defense costs incurred in connection with criminal proceedings, subject to applicable law and policy

terms. We intend to maintain liability insurance for our directors and officers, including insurance against liability under the Securities Act. Pasqal has or will maintain insurance on behalf of its directors and executive officers. We also plan to enter into agreements with our directors and executive officers to provide contractual indemnification. With certain exceptions and subject to limitations on indemnification under French law, these agreements will provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity.

These arrangements may discourage shareholders from bringing actions against our directors and executive officers for alleged breaches of duty. These provisions also may reduce the likelihood of litigation against directors and executive officers, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the company pays any costs of settlement or damages against directors and officers pursuant to these arrangements.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of the New Pasqal’s Ordinary Shares to drop significantly, even if Pasqal’s business is doing well.

Sales of a substantial number of New Pasqal Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Pasqal Ordinary Shares. Although the Sponsor, certain shareholders of Legacy Pasqal, certain shareholders of Bleichroeder and certain directors and officers will be prohibited from transferring any securities of New Pasqal 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 Ordinary 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 commencing 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, in each case, subject to certain customary exceptions, these shares may be sold after the expiration or early termination or release of the respective applicable lock-up provisions. As restrictions on resale end and the registration statements are available for use, the market price of New Pasqal Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in Pasqal’s share price or the market price of New Pasqal Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Moreover, following the Closing, the Registration Rights Agreement will obligate Pasqal to file one or more registration statements with the SEC for the registration for resale of certain securities held by the Sponsor and certain of Pasqal Ordinary’s significant shareholders. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of New Pasqal Ordinary Shares could decline.

There are risks to unaffiliated investors by taking Pasqal public through a business combination rather than through an initial public offering.

Unaffiliated investors are subject to certain risks as a result of Pasqal going public through a merger rather than through a traditional underwritten initial public offering. Unlike a traditional underwritten initial public offering of Pasqal’s securities, the initial listing of New Pasqal Ordinary Shares as a result of the Business Combination will not benefit from the following:

•        the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities; and

•        underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of Pasqal’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pasqal’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

In addition, the Sponsor and Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with the interests of Bleichroeder shareholders and that would not be present in a traditional underwritten public offering of New Pasqal Ordinary Shares. For further information, see the section entitled “The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination.”

Following the consummation of the Business Combination, New Pasqal’s only significant asset will be its ownership interest in the Pasqal SAS business, and such ownership may not be sufficiently profitable or valuable to enable New Pasqal to satisfy its other financial obligations.

Following the consummation of the Business Combination, New Pasqal will have no direct operations and no significant assets other than its ownership interest in the Pasqal SAS business. New Pasqal will depend on the Pasqal SAS business for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company. The earnings from, or other available assets of, the Pasqal SAS business may not be sufficient to pay dividends or make distributions or loans to enable New Pasqal to pay any dividends on the ordinary shares or satisfy its other financial obligations.

Please see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bleichroeder — Liquidity and Capital Resources” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal — Liquidity and Capital Resources” for more information.

Risks Related to Bleichroeder and the Business Combination

Unless the context otherwise requires, references in this subsection “Risks Related to Bleichroeder and the Business Combination” to “we,” “us,” and “our” generally refer to Bleichroeder in the present tense or New Pasqal from and after the Business Combination.

There can be no assurance that Bleichroeder will be able to raise sufficient capital to consummate the Business Combination.

On February 28, 2026, Bleichroeder entered into the Business Combination Agreement by and among Merger Sub, and Legacy Pasqal, pursuant to which, among other things and subject to the terms and conditions therein, (i) Bleichroeder will merge with and into Merger Sub, with Merger Sub, referred to as Bleichroeder Surviving Corporation, continuing as the surviving company of the Reincorporation Merger and (ii) as promptly as practicable after the Reincorporation Merger Effective Time, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation being the surviving company of the Merger.

Under the Business Combination Agreement, the closing of the Business Combination is subject to a number of customary closing conditions, including but not limited to, that the Condition Precedent Proposals be approved by the applicable requisite vote of the Bleichroeder shareholders and that New Pasqal have access to no less than $150,000,000 (prior to the payment of any transaction expenses), from (i) funds remaining in the Trust Account following the exercise of public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination, but excluding, for the avoidance of doubt, the Legacy Pasqal Series C Equity Raise closed by Legacy Pasqal on February 27, 2026. If any of the conditions to Legacy Pasqal’s obligation to consummate the Business Combination are not satisfied, then Legacy Pasqal will not be required to consummate the Business Combination.

As of the date of this proxy statement/prospectus, there was approximately $290.6 million in the Trust Account, including $12,250,000 of deferred underwriting commissions plus taxes payable on the income earned on the Trust Account.

In connection with the transactions contemplated by the Business Combination Agreement, Bleichroeder, Merger Sub and the Investors entered into the March 2026 SPA, dated as of March 4, 2026 and amended on May 23, 2026, pursuant to which Investors have agreed, among other things subject to certain conditions, to subscribe for $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds and Investment Warrants, for an aggregate purchase price of $250.0 million, reflecting a 20% original issue discount, in a private placement. The Investment Warrants will be immediately exercisable upon issuance and will expire five years from the date of Closing. The closing of March 2026 Financing shall occur substantially concurrent with the Closing.

Furthermore, while Bleichroeder, Legacy Pasqal and Merger Sub is continuing to work toward obtaining additional funding, there can be no assurances that Bleichroeder will be able to secure such additional funding. If there is a significant amount of redemption rights being exercised by public shareholders or the applicable conditions precedent for the March 2026 Financing is not satisfied, we may not meet one of the closing conditions as required by the Business Combination Agreement, which required New Pasqal having access to no less than $150,000,000 (prior to the payment of any transaction expenses) at the consummation of the Business Combination. Any other shortfall may also materially reduce the amount of available working capital for New Pasqal, which may materially and adversely affect New Pasqal’s business, financial condition and results of operations.

Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement/prospectus.

When considering the Bleichroeder Board recommendation that its shareholders vote in favor of the approval of the Business Combination, shareholders should be aware that directors and executive officers of Bleichroeder have interests in the Business Combination that may be different from, or in addition to, the interests of its shareholders. These interests include:

•        the fact that certain of our directors and officers are principals of our Sponsor;

•        the fact that our Sponsor and the initial shareholders have waived their right to redeem any of the Founder Shares and public shares in connection with a shareholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, which will convert into 9,583,333 Bleichroeder Class A Ordinary Shares in accordance with the terms of Bleichroeder’s Existing Governing Documents, and such securities will have a significantly higher value at the time of consummation of the Business Combination, estimated at approximately $[•] based on the closing price of $[•] per public share on Nasdaq on [•], 2026, the record date for the extraordinary general meeting, but will be worthless if an initial business combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to certain shares held by them if Bleichroeder fails to complete an initial business combination within the Completion Window, and accordingly, our Sponsor, officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that if an initial business combination is not consummated within the Completion Window, our Sponsor, officers, directors and their respective affiliates may lose their entire investment in us of $5,025,000 in the aggregate that includes the 5,000,000 private placement warrants acquired for a purchase price of $5,000,000. In addition, our Sponsor will lose $95,833,330 in value of the Founder Share, valued at an assumed price of $10.00 per share, the value implied by the Business Combination;

•        the fact that the certain affiliates of our directors and officers paid approximately $5,000,000 for 5,000,000 private placement warrants, each of which will be exercisable 30 days after the completion of the initial business combination for one Bleichroeder Class A Ordinary Share at an exercise price of $11.50 per share. If we do not consummate an initial business combination within the Completion Window, then the proceeds from the sale of the private placement warrants will be part of the liquidation distribution to the public shareholders and the warrants held by the Sponsor will be worthless. The warrants held by the Sponsor had an aggregate market value of approximately $[•] based upon the closing price of $[•] per warrant on Nasdaq on [•], 2026, the record date for the extraordinary general meeting;

•        the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of taxes, if any, and up to $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act; and

•        Bleichroeder’s Existing Governing Documents contain a waiver of corporate opportunities. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with Bleichroeder but not offered due to a Bleichroeder director’s duties to another entity, subject always to a director’s fiduciary duties under Cayman Islands law. Bleichroeder does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities in its existing governing documents impacted its search for an acquisition target and Bleichroeder was not prevented from reviewing any opportunities as a result of such waiver.

The personal and financial interests of our Sponsor, officers and directors and entities affiliated with them may have influenced their decision to approve the Business Combination, and may influence them in operating New Pasqal following the Business Combination. You should consider these interests when evaluating the business combination and the recommendation of the Bleichroeder Board to vote in favor of the Business Combination Proposal and other proposals to be presented to the shareholders. For a more complete description of these interests, see the section entitled “The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination.”

Bleichroeder’s Sponsor, officers and directors have agreed to vote in favor of the Business Combination, regardless of how the public shareholders vote.

Bleichroeder’s Sponsor, officers and directors have agreed to vote their Founder Shares as well as any public shares purchased during or after the IPO (including in open market and privately negotiated transactions), in favor of the Business Combination. As a result, assuming all shareholders entitled to vote are present in person or represented by proxy, in addition to our Sponsor and initial shareholders’ Founder Shares, Bleichroeder would need only 15,972,224, or approximately 55.6% of the 28,750,000 public shares sold in the IPO, to be voted in favor of the Business Combination in order to have it approved. Bleichroeder’s initial shareholders own shares representing 25% of its outstanding ordinary shares immediately following the completion of the IPO. Accordingly, it is more likely that the necessary shareholder approval for the Business Combination will be received than would be the case if Bleichroeder’s initial shareholders agreed to vote their Founder Shares in accordance with the majority of the votes cast by our public shareholders. Notably, if only one third of all Bleichroeder shareholders entitled to vote are present in person or represented by proxy at the extraordinary general meeting, which threshold is sufficient to establish a quorum under Bleichroeder’s Existing Governing Documents, then we would not need any additional public shares sold in the IPO to be voted in favor of the Business Combination in order to have it approved.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us or in the future performance of the post-Business Combination entity.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team, including with respect to Bleichroeder Acquisition I Corp., is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in Bleichroeder or New Pasqal or the returns we will, or are likely to, generate going forward.

Bleichroeder public shareholders and existing shareholders will experience significant dilution as a result of the Business Combination and the March 2026 Financing and related transactions, and the market price of its Bleichroeder Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.

As a result of the Business Combination, the March 2026 Financing, and related transactions, Bleichroeder public shareholders will experience significant dilution. Bleichroeder anticipates that, upon completion of the Business Combination, the voting interests in New Pasqal will be as set forth in the table below.

____________

*       Percentages may not sum to 100% due to rounding.

(1)    As of immediately following the consummation of the Business Combination. Percentages may not add to 100% due to rounding. For a more detailed description of share ownership upon consummation of the Business Combination, see the section entitled “Security Ownership of Certain Beneficial Owners and Management.” The table excludes the potential dilutive effect of 17,333,333 New Pasqal Warrants (comprised of 9,583,333 public warrants and 7,750,000 private placement warrants), 38,564,113 New Pasqal Ordinary Shares underlying New Pasqal BSPCEs and New Pasqal options and 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants.

(2)    Assumes that no public shares are redeemed in connection with the Business Combination.

(3)    Assumes that 14,375,000 outstanding public shares, or approximately 50.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $143,750,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(4)    Assumes that 21,562,500 outstanding public shares, or approximately 75.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $215,625,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(5)    Assumes that all of the public shares are outstanding, or approximately 100.0% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $287,500,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(6)    Considering the exercise of all New Pasqal Warrants, the Sponsor and the initial shareholders would own (i) [•]% of New Pasqal’s share capital under the no redemptions scenario and (ii) [•]% of New Pasqal’s share capital under the “Assuming [•]% Redemptions” scenario.

(7)    Reflects $312.5 million of commitments in connection with the March 2026 Financing. The amount shown for the Investors reflects 26,041,667 New Pasqal Ordinary Shares issuable upon conversion of Senior Unsecured Convertible Bonds and excludes 32,552,083 New Pasqal Ordinary Shares issuable upon the exercise of the Investment Warrants.

Because we may pursue additional financing prior to, or concurrent with, the consummation of the Business Combination, and because we cannot predict the actual number of shares that will be redeemed, there can be no assurance regarding which scenario will be closest to the actual results. However, as of the date hereof, we have entered into the March 2026 SPA, wherein the Investors have agreed, among other things, to purchase, for an aggregate purchase price of $250.0 million, (a) Senior Unsecured Convertible Bonds and (b) Investment Warrants. The closing of the March 2026 Financing shall occur substantially concurrent with the Closing.

The voting percentages set forth above were calculated based on the amounts set forth in the sources and uses tables set forth in the section entitled “Sources and Uses of Funds for the Business Combination” and do not take into account (i) warrants that will remain outstanding immediately following the Business Combination and may be exercised thereafter (commencing 30 days after the completion of an initial business combination), or (ii) the issuance of any shares upon completion of the Business Combination under the Incentive Plan, but does include the

Founder Shares which, on the effective date of the Business Combination, will convert into 9,583,333 Bleichroeder Class A Ordinary Shares in accordance with the terms of Bleichroeder’s Existing Governing Documents. For more information, please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

If the actual facts are different than the assumptions set forth above, the voting percentages set forth above will be different. For example, there are currently outstanding an aggregate of 17,333,322 warrants to acquire Bleichroeder Class A Ordinary Shares, which comprise of 5,000,000 private placement warrants held by the Sponsor, 2,612,500 private placement warrants held by Cohen, 137,500 private placement warrants held by Clear Street, and 9,583,333 public warrants. Each of our outstanding warrants will be exercisable 30 days after the completion of an initial business combination for one Bleichroeder Class A Ordinary Share. If we assume that each outstanding warrant is exercised and Bleichroeder Class A Ordinary Shares are issued as a result of such exercise, with payment to Bleichroeder of the exercise price of $11.50 per warrant, our fully diluted share capital would increase by a total of 17,333,322 shares, with approximately $199.3 million in the aggregate paid to Bleichroeder to exercise the warrants.

Following the Business Combination, New Pasqal will have outstanding warrants to purchase up to 17,333,322 New Pasqal Ordinary Shares (comprised of 9,583,333 public warrants and 7,750,000 private placement warrants, and not including up to 2,000,000 additional private placement warrants issuable upon conversion of working capital loans) at an exercise price of $11.50 per warrant, subject to adjustment. Such warrants will become exercisable 30 days after the completion of the Business Combination, provided that New Pasqal has an effective registration statement under the Securities Act covering the New Pasqal Ordinary Shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or New Pasqal permits holders to exercise their warrants on a cashless basis under the circumstances specified in the Warrant Agreement), and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once these warrants become exercisable, such exercise may further dilute your interests in the company. The issuance of any such securities will dilute existing holders of New Pasqal Ordinary Shares and may also have the impact of adversely affecting the market price of New Pasqal Ordinary Shares. The issuance of additional New Pasqal Ordinary Shares or other New Pasqal equity in connection with a listing or alternative capital raising post-Closing will result in dilution for some or all of New Pasqal Shareholders. In addition, New Pasqal will have [•] outstanding Investment Warrants to purchase up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at an exercise price of $12.00 per New Pasqal Ordinary Share. Such warrants will be exercisable immediately upon issuance, which shall occur substantially concurrent with the completion of the Business Combination. Once these warrants become exercisable, such exercise may further dilute your interests in the company.

To the extent that any Bleichroeder Class A Ordinary Shares are issued upon exercise of any of the warrants to purchase Bleichroeder Class A Ordinary Shares, there will be a potential increase in the number of Bleichroeder Class A Ordinary Shares eligible for resale in the public market. Sales of a substantial number of such shares in the public market could adversely affect the market price of Bleichroeder Class A Ordinary Shares.

The issuance of any such securities will dilute existing holders of Bleichroeder Class A Ordinary Shares and may also have the impact of adversely affecting the market price of Bleichroeder Class A Ordinary Shares.

Securities of companies formed through SPAC mergers such as ours may experience a material decline in price relative to the share price of the SPAC prior to the merger.

As with most SPAC initial public offerings in recent years, Bleichroeder issued shares for $10.00 per share upon the closing of its initial public offering. As with other SPACs, the $10.00 per share price of Bleichroeder reflected each share having a one-time right to redeem such share for a pro rata portion of the proceeds held in the Trust Account equal to approximately $10.00 per share prior to the consummation of the Business Combination. Following Closing, the shares outstanding will no longer have any such redemption right and their value will be solely dependent upon the fundamental value of New Pasqal, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than $10.00 per share.

The fairness opinion obtained by the Special Committee from Newbridge Securities Corporation was only one of many factors considered in evaluating the Business Combination.

The Special Committee of the Bleichroeder Board engaged Newbridge, an independent provider, and obtained the final Fairness Opinion from Newbridge on February 28, 2026. The Special Committee recommended the Business Combination to the Bleichroeder Board on February 26, 2026, and the Bleichroeder Board approved the Business Combination on February 26, 2026 in reliance on the draft fairness opinion delivered by Newbridge on February 25, 2026. The fairness opinion provided that as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, each of (i) Legacy Pasqal’s Pre-Transaction Equity Valuation in the Business Combination of $2 billion was fair, from a financial point of view, to the Bleichroeder shareholders (other than the Sponsor) and (ii) the Business Combination satisfied the 80% net asset test. Bleichroeder obtained such fairness opinion to (1) inform themselves with respect to all material information reasonably available to them and (2) act with appropriate care in considering the Business Combination. However, neither the fairness opinion nor the related analyses of Newbridge were determinative of the aggregate consideration or of the views of the Bleichroeder Board with respect to the Business Combination. The type and amount of consideration payable under the Business Combination Agreement were determined through negotiations between Bleichroeder and Legacy Pasqal, and the decision to enter into the Business Combination Agreement was a business decision made solely by the Bleichroeder Board.

The fairness opinion received by the Special Committee after the Bleichroeder Board’s approval of the Business Combination Agreement and prior to signing of the Business Combination Agreement does not reflect changes in circumstances since the date of the opinion.

Changes in the operations and prospects of Legacy Pasqal, general market and economic conditions, and other factors that may be beyond the control of Legacy Pasqal and Bleichroeder may alter the value of Legacy Pasqal or the trading price of Bleichroeder Class A Ordinary Shares at or prior to the time the Business Combination is consummated. The opinion of Newbridge delivered to the Special Committee after the Bleichroeder Board’s approval of the Business Combination Agreement and prior to execution of the Business Combination Agreement was delivered on, and dated, February 28, 2026. Newbridge’s opinion does not speak as of the time the Business Combination will be completed or as of any date other than the date of such opinion. Newbridge does not have any obligation or responsibility to update, revise or reaffirm its opinion. Bleichroeder does not anticipate asking Newbridge to update its opinion or requesting any third-party provide a new fairness opinion. Newbridge’s opinion is included as Annex J to this proxy statement/prospectus. For a description of the opinion that the Special Committee received from Newbridge, see “The Business Combination Proposal — Summary of the Fairness Opinion of Newbridge Securities Corporation as Financial Advisor to the Special Committee.”

Legacy Pasqal and Bleichroeder will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on employees and third parties may have an adverse effect on Legacy Pasqal and Bleichroeder. Bleichroeder and Legacy Pasqal have incurred and expect to incur significant costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Bleichroeder and Legacy Pasqal may incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby (including the Business Combination), including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be paid by the party incurring such costs and expenses if the Business Combination does not take place. Upon the Closing, accrued and unpaid expenses will be paid by and/or reimbursed by wire transfer of immediately available funds from New Pasqal. The transaction expenses incurred in connection with the Business Combination will reduce the cash available to New Pasqal subsequent to the Closing.

Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

Our warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of

New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (ii) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and the Bleichroeder Board.

Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Bleichroeder may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Bleichroeder’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected time frame, which may adversely affect Bleichroeder and Legacy Pasqal’s respective businesses, financial condition and results of operation.

As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our ordinary shares purchasable upon exercise of a public warrant could decrease without your approval.

Our warrants are issued in registered form under a Warrant Agreement between Continental, as warrant agent, and us. To amend our Warrant Agreement in a manner that adversely affects the interests of our public warrant holders, we must receive the approval of at least a majority of the then outstanding public warrant holders. Accordingly, we may amend the terms of the public warrants in a manner adverse to you without your approval. There is no limit to

our ability to amend the public warrants provided such consent is obtained. Examples of such amendments could be amendments to, among other things, increase the exercise price of the public warrants, convert the public warrants into cash or stock, or to shorten the exercise period or decrease the number of ordinary shares purchasable upon exercise of a public warrant.

If you exercise your public warrants on a “cashless basis,” you will receive fewer New Pasqal Ordinary Shares from such exercise than if you were to exercise such warrants for cash.

There are circumstances in which the exercise of the public warrants may be required or permitted to be made on a cashless basis. First, if a registration statement covering New Pasqal Ordinary Shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption. Second, warrant holders may otherwise exercise warrants on a cashless basis during any other period when New Pasqal shall fail to have maintained an effective registration statement covering the New Pasqal Ordinary Shares issuable upon exercise of the Warrants, pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available; if that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. Third, if we call the public warrants for redemption, our management will have the option to require all holders that wish to exercise warrants to do so on a cashless basis. In the event of an exercise on a cashless basis, a holder would pay the warrant exercise price by surrendering the warrants for that number of New Pasqal Ordinary Shares equal to the quotient obtained by dividing (i) the product of the number of New Pasqal Ordinary Shares underlying the warrants, multiplied by the excess of the fair market value (as defined in the next sentence) over the exercise price by (ii) the fair market value. The “fair market value” is the average reported last sale price of the New Pasqal Ordinary Shares for the ten trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer New Pasqal Ordinary Shares from such exercise than if you were to exercise such warrants for cash.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. In addition, we may amend the terms of our warrant agreement to allow for our warrants to be classified as equity in our financial statements with the approval by the holders of at least a majority of the public warrants and the private placement warrants, voting together as a single class. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A Ordinary Shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants are issued as French equity warrants (bons de souscription d’actions ordinaires) pursuant to the terms and conditions governing such warrants (the “Terms and Conditions”), which are binding upon Pasqal Holding SA and the holders of the warrants (the “Holders”). The Terms and Conditions do not provide for unilateral amendments by New Pasqal. Instead, the Terms and Conditions may be modified, waived or amended only with the written consent of New Pasqal and holders representing at least fifty and one-hundredth percent (50.01%) of the warrants then outstanding, or as otherwise required under applicable provisions of the French Commercial Code or the Terms and Conditions. Under French law, the holders of the warrants are organized as a “Masse” for the collective representation of their interests, in accordance with Articles L.228-103 and R.228-60 et seq. of the French Commercial Code. Decisions of the holders relating to the modification of the Terms and Conditions are taken in accordance with the quorum and majority requirements provided under applicable French law and the Terms and Conditions. Continental Stock Transfer & Trust Company acts solely as transfer agent of New Pasqal.

If Bleichroeder is unable to complete the Business Combination or any other business combination within the Completion Window, Bleichroeder will cease all operations except for the purpose of winding up, liquidating and dissolving. In such event, third parties may bring claims against Bleichroeder and, as a result, the proceeds held in the Trust Account could be reduced and the per share liquidation price received by shareholders could be less than $10.00 per share and Bleichroeder’s warrants will expire worthless.

Bleichroeder’s placing of funds in the Trust Account may not protect those funds from third party claims against Bleichroeder. Under the terms of Bleichroeder’s Existing Governing Documents, Bleichroeder must complete the Business Combination or any other business combination within the Completion Window, or Bleichroeder must cease

all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining shareholders and its board of directors, liquidating and dissolving. In such event, third parties may bring claims against Bleichroeder. Although Bleichroeder has obtained waiver agreements from certain vendors and service providers (other than its independent registered public accounting firm), prospective target businesses and other entities with which Bleichroeder does business waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of public shareholders, other entities may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Bleichroeder’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Bleichroeder’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Bleichroeder than any alternative.

Examples of possible instances where Bleichroeder may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver, or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Bleichroeder and will not seek recourse against the Trust Account for any reason. Upon redemption of the public shares, if Bleichroeder does not complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Bleichroeder will be required to provide for payment of claims of creditors that were not waived that may be brought against Bleichroeder within the ten years following redemption. Accordingly, the per-share Redemption Amount received by public shareholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for Bleichroeder’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of taxes, if any, and up to $100,000 of dissolution expenses, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act.

However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. There will be no liquidation distributions with respect to Bleichroeder’s warrants, which will expire worthless. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Bleichroeder’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to its public shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per share, and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Bleichroeder’s independent directors will determine whether to take legal action against the Sponsor to enforce its indemnification obligations.

While Bleichroeder currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce its indemnification obligations to Bleichroeder, it is possible that in exercising their business judgment, and subject to their fiduciary duties, the independent directors may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by them to be too high relative to the amount recoverable, or if the independent directors determine that a favorable outcome is not likely. If Bleichroeder’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to public shareholders may be reduced below $10.00 per share.

If, before distributing the proceeds in the Trust Account to Bleichroeder public shareholders, Bleichroeder files an involuntary insolvency petition (or the same is filed against Bleichroeder) that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of Bleichroeder shareholders.

If, before distributing the proceeds in the Trust Account to public shareholders, Bleichroeder files an involuntary insolvency petition (or the same is filed against Bleichroeder) that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in Bleichroeder’s insolvency estate and subject to the claims of third parties with priority over the claims of public shareholders. To the extent any insolvency claims deplete the Trust Account, the per share amount that would otherwise be received by public shareholders in connection with its liquidation would be reduced.

If, after Bleichroeder distributes the proceeds in the Trust Account to its public shareholders, Bleichroeder files an involuntary insolvency petition (or the same is filed against Bleichroeder) that is not dismissed, an insolvency court may seek to recover such proceeds, and Bleichroeder and the Bleichroeder Board may be exposed to claims of punitive damages.

If, after Bleichroeder distributes the proceeds in the Trust Account to its public shareholders, Bleichroeder files an involuntary insolvency petition (or the same is filed against Bleichroeder) that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, an insolvency court could seek to recover all amounts received by public shareholders. In addition, the Bleichroeder Board may be viewed as having breached its fiduciary duty to Bleichroeder’s creditors and/or having acted in bad faith, thereby exposing itself and Bleichroeder to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. Bleichroeder cannot assure you that claims will not be brought against it (and/or Bleichroeder shareholders) for these reasons.

The ability of shareholders to exercise redemption rights with respect to a large number of shares could increase the probability that the Business Combination would be unsuccessful and that shareholders would have to wait for liquidation to redeem their shares.

At the time Bleichroeder entered into the Business Combination Agreement, Bleichroeder did not know how many shareholders would exercise their redemption rights, and therefore Bleichroeder structured the Business Combination based on its expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than the number Bleichroeder initially expected, this could lead to its failure to consummate the Business Combination, its failure to obtain or maintain the listing of its securities on Nasdaq or another national securities exchange, or a lack of liquidity. Each of the foregoing could impair Bleichroeder’s ability to fund its operations and adversely affect its business, financial condition and results of operations.

The Business Combination is subject to conditions, including certain conditions that may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions and is not assured. It is subject to risks, including the risk that approval of the Business Combination by Bleichroeder shareholders is not obtained or that there are not sufficient funds in the Trust Account, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to the Closing”), or that other Closing conditions are not satisfied. If Bleichroeder does not complete the Business Combination, Bleichroeder could be subject to several risks, including:

•        the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of Bleichroeder’s shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed;

•        the attention of Bleichroeder’s management will have been diverted to the Business Combination rather than Bleichroeder’s pursuit of other opportunities that could have been beneficial to that organization; and

•        the loss of the significant transaction costs incurred to date, which may limit Bleichroeder’s ability to complete an alternative business combination.

The nominal purchase price paid by the Sponsor and Bleichroeder’s officers and directors for the Founder Shares may result in significant dilution to the implied value of the public shares upon consummation of the Business Combination.

The value of the Founder Shares following the Closing is likely to be substantially higher than the nominal price paid for them, even if the trading price of Bleichroeder Class A Ordinary Shares is substantially less than $10.00 per share. As a result, the Sponsor and Bleichroeder’s officers and directors are likely able to recoup their investment in Bleichroeder and make a substantial profit on that investment, even if the public shares have lost significant value. Accordingly, the Sponsor and Bleichroeder’s officers and directors may have an economic incentive that differs from that of the public shareholders to pursue and consummate an initial Business Combination rather than to liquidate and to return all of the cash in the Trust Account to the public shareholders, even if that business combination were with a riskier or less-established target business.

Bleichroeder’s warrants may have an adverse effect on the market price of Bleichroeder Class A Ordinary Shares and make it more difficult to effectuate an initial business combination.

Bleichroeder issued an aggregate of 17,333,333 warrants in connection with its IPO (comprised of 9,583,333 public warrants included in the units and 7,750,000 private placement warrants). In addition, if the Sponsor makes any working capital loans, it may convert up to $2,000,000 of such Working Capital Loans into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of our Sponsor. As of January 9, 2026, no such Working Capital Loans were outstanding.

Bleichroeder’s public warrants are redeemable by it for Bleichroeder Class A Ordinary Shares. To the extent Bleichroeder issues Bleichroeder Class A Ordinary Shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional Bleichroeder Class A Ordinary Shares upon exercise of these warrants could make Bleichroeder a less attractive acquisition vehicle to a prospective partner business. Such warrants, when exercised, will increase the number of issued and outstanding Bleichroeder Class A Ordinary Shares and reduce the value of the Bleichroeder Class A Ordinary Shares issued to complete the Business Combination. Therefore, our warrants may make it more difficult to effectuate a Business Combination or increase the cost of acquiring a prospective partner business.

Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of Bleichroeder Class A Ordinary Shares or may make it more difficult for us to consummate an initial business combination.

We issued an aggregate of 17,333,333 warrants in connection with our initial public offering (comprised of 9,583,333 public warrants included in the units and 7,750,000 private placement warrants). In addition, if the Sponsor makes any working capital loans, it may convert up to $2,000,000 of such Working Capital Loans 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 January 9, 2026, no such Working Capital Loans were outstanding.

We account for private and public warrants as a warrant liability and record at fair value upon issuance any changes in fair value each period reported in earnings as determined by us based upon the closing market price of the public warrants. The impact of changes in fair value on earnings may have an adverse effect on the market price of Bleichroeder Class A Ordinary Shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business. Our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our ordinary shares.

Bleichroeder has previously identified material weaknesses in its internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management will likewise be required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management concluded that its disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting related to our accounting for complex financial instruments, calculation of earnings per share using the two-class method and to properly accrue expenses. As a result, we plan to enhance our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our financial statements. Our plans currently include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. We have improved our processes around tracking agreements and enhanced our processes to get updated confirmations from all service providers to ensure completeness of accruals. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.

Any failure to maintain such internal control could adversely impact our ability to report our financial position and results from operations on a timely and accurate basis. If our financial statements are not accurate, investors may not have a complete understanding of our operations. Likewise, if our financial statements are not filed on a timely basis, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our business. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our Shares or our ability to complete a business combination.

We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls, and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

Unlike many blank check companies, Bleichroeder does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for Bleichroeder to consummate the Business Combination even if a substantial majority of Bleichroeder shareholders do not agree.

Since Bleichroeder has no specified percentage threshold for redemption contained in Bleichroeder’s Existing Governing Documents, its structure is different in this respect from the structure used by many blank check companies. Historically, blank check companies would not be able to consummate an initial business combination if the holders of such company’s public shares voted against a proposed business combination and elected to redeem more than a specified maximum percentage of the shares sold in such company’s initial public offering, which percentage threshold was typically between 19.99% and 39.99%. As a result, many blank check companies were unable to complete a business combination because the number of shares with respect to which the related public shareholder elected to redeem exceeded the maximum redemption threshold pursuant to which such company could proceed with its initial business combination. As a result, Bleichroeder may be able to consummate the Business Combination even if a substantial majority of its public shareholders do not agree with the Business Combination and have redeemed their shares.

If a shareholder or a “group” of shareholders are deemed to hold in excess of 15% of the issued and outstanding Bleichroeder Class A Ordinary Shares, such shareholder or group will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding Bleichroeder Class A Ordinary Shares.

Bleichroeder’s Existing Governing Documents provide that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from seeking redemption rights with

respect to an aggregate of more than 15% of the public shares sold in the IPO without Bleichroeder’s prior written consent. This restriction will reduce the relevant shareholder’s influence over Bleichroeder’s ability to consummate its initial business combination and such shareholder could suffer a material loss on its investment in Bleichroeder if it sells such excess shares in open market transactions. Such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell their shares in open market transaction, potentially at a loss.

Risks Related to Ownership of New Pasqal’s Stock following the Business Combination

There is no guarantee of a positive return on New Pasqal Ordinary Shares.

New Pasqal can make no guarantee in respect of the market price of New Pasqal Ordinary Shares, and any acquirer of shares in New Pasqal, whether by direct issue, conversion, or acquisition on-market, may not necessarily make a profit on any capital expended in the acquisition. The value of New Pasqal Ordinary Shares will be determined by the stock market and will be subject to a range of factors beyond the control of New Pasqal and its directors and management.

The market price of publicly traded stock is affected by many variables not directly related to the success of the company. These factors include, but are not limited to, the demand for, and availability of, the company’s shares, movements in domestic interest rates, exchange rates, fluctuations in the French, United States and international stock markets, and general domestic and economic activity. Securities markets can experience high levels of price and volume volatility, and the market price of securities of many companies can experience wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that such fluctuations will not affect the price of New Pasqal’s securities going forward.

There is no certainty that New Pasqal will pay dividends.

Any future determination as to the payment of dividends by New Pasqal will be at the discretion of the New Pasqal Board and will depend on numerous factors including its costs, revenue, financial covenants, capital expenditure requirements, and financial strategy. No assurance in relation to the future payment of dividends or franking credits attaching to dividends can be given by New Pasqal.

Because New Pasqal has no current plans to pay cash dividends on New Pasqal Ordinary Shares for the foreseeable future, you may not receive any return on investment unless you sell New Pasqal Ordinary Shares for a price greater than that which you paid for them.

New Pasqal may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of the Bleichroeder Board and will depend on, among other things, New Pasqal’s results of operations, financial condition, cash requirements, contractual restrictions and other factors that the New Pasqal Board may deem relevant. In addition, New Pasqal’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness New Pasqal or its subsidiaries incur. As a result, you may not receive any return on an investment in New Pasqal Ordinary Shares unless you sell New Pasqal Ordinary shares for a price greater than that which you paid for it.

Subsequent to the consummation of the Business Combination, New Pasqal may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although Bleichroeder has conducted due diligence on Legacy Pasqal, Bleichroeder cannot assure you that this due diligence revealed all material issues that may be present in Legacy Pasqal’s business, that it would be possible to uncover through a customary amount of due diligence or that factors outside of our control will not later arise. As a result, New Pasqal may be forced to write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if the due diligence successfully identifies certain risks, additional, unexpected risks may arise or previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on its liquidity, the fact that New Pasqal reports charges of this nature could contribute to negative market perceptions about New Pasqal

or its securities. In addition, charges of this nature may cause New Pasqal to violate lending covenants to which it may be subject. Accordingly, any shareholders who choose to remain shareholders following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by New Pasqal’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation materials relating to the Business Combination contained an actionable material misstatement or material omission.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus may not be indicative of what New Pasqal’s actual financial position or results of operations would have been.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Bleichroeder’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

There can be no assurance that the New Pasqal Ordinary Shares and New Pasqal Warrants will be approved for listing on Nasdaq following the Closing, or that New Pasqal will be able to comply with the listing standards of Nasdaq.

The New Pasqal Ordinary Shares and New Pasqal Warrants are expected to be listed on Nasdaq following the Business Combination. New Pasqal’s eligibility for listing on Nasdaq depends on a number of factors, including the number of shares that are redeemed in connection with the vote at the extraordinary general meeting to approve the Business Combination and New Pasqal having a minimum level of shareholders’ equity following the Closing, among meeting other listing standards. If, after the Business Combination, New Pasqal is unable to obtain or maintain the listing of its New Pasqal Ordinary Shares on Nasdaq for failure to meet the listing standards, New Pasqal and its shareholders could face significant material adverse consequences, including:

•        a limited availability of market quotations for New Pasqal’s securities;

•        a determination that New Pasqal Ordinary Shares is a “penny stock,” which will require brokers trading in New Pasqal Ordinary Shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for New Pasqal Ordinary Shares;

•        a limited amount of analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

Provisions in the Proposed Governing Documents may inhibit a takeover of New Pasqal, which could limit the price investors might be willing to pay in the future for New Pasqal’s Ordinary Shares and could entrench management.

The Proposed Governing Documents may permit the issuance of one or more classes or series of preference shares, subject to authorization by the shareholders’ meeting in accordance with applicable French law. Such preference shares could include specific voting, dividend, liquidation or other preferential rights as permitted under French law and approved by shareholders. The terms of one or more classes or series of preference shares may affect the rights attaching to New Pasqal Ordinary Shares.

In addition, French law may affect the governance of New Pasqal and the manner in which shareholders may exercise their rights, including:

(i)     in case of vacancy in the New Pasqal Board, new members may be co-opted by the remaining directors, subject to ratification by the next ordinary general meeting of shareholders in accordance with Article L.225-24 of the French Commercial Code,

(ii)    advance notice procedures with which shareholders must comply to propose resolutions or nominate candidates to the New Pasqal Board, in accordance with the French Commercial Code, and

(iii)   shareholders holding at least 5% of the share capital having the right to request the addition of items or draft resolutions to the agenda of general meetings in accordance with the French Commercial Code.

You may not have the same benefits as an investor in an underwritten public offering.

New Pasqal will become a publicly listed company upon the completion of the Business Combination. The Business Combination and the other transactions described in this proxy statement/prospectus are not an underwritten initial public offering of Bleichroeder’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following factors.

Like other business combinations and spin-offs, in connection with the Business Combination, you will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. In contrast, Bleichroeder and Legacy Pasqal have each engaged a financial advisor (rather than underwriters) in connection with the Business Combination. While such financial advisors or their respective affiliates may act as underwriters in underwritten public offerings, the role of a financial advisor differs from that of an underwriter. For example, financial advisors do not act as intermediaries in the sale of securities.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no book building process and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of New Pasqal Ordinary Shares on Nasdaq will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New Pasqal Ordinary Shares or helping to stabilize, maintain or affect the public price of New Pasqal Ordinary Shares following the closing. Moreover, we will not engage in, and have not and will not, directly or indirectly, request the financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New Pasqal Ordinary Shares that will be outstanding immediately following the closing. All of these differences from an underwritten public offering of Legacy Pasqal’s securities could result in a more volatile price for New Pasqal Ordinary Shares.

Further, we will not conduct a traditional “roadshow” with underwriters prior to the opening of initial post-Closing trading of New Pasqal Ordinary Shares on Nasdaq. There can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to New Pasqal Ordinary Shares or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for New Pasqal Ordinary Shares.

In addition, our initial shareholders, including our Sponsor, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to our public shareholders and that would not be present in an underwritten public offering of Legacy Pasqal’s securities. Such interests may have influenced the Bleichroeder Board in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See the section titled “The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if Legacy Pasqal became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

Following the consummation of the Business Combination, New Pasqal will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, New Pasqal will face increased legal, accounting, administrative and other costs and expenses as a public company that Legacy Pasqal did not (and will continue not to) incur as a private company. The SOX, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New Pasqal to carry out tasks Legacy Pasqal has not been required to do previously. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), New Pasqal could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New Pasqal’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New Pasqal’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the Bleichroeder Board or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New Pasqal to divert a significant amount of money that could otherwise be used to expand its business and achieve strategic objectives. Advocacy efforts by shareholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Pasqal’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Pasqal’s securities prior to the Closing may decline. The market values of New Pasqal’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement, or the date on which Bleichroeder shareholders will vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Pasqal’s securities could contribute to the loss of all or part of your investment. The valuation ascribed to Legacy Pasqal in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Pasqal’s securities develops and continues, the trading price of its securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in New Pasqal’s securities and New Pasqal’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Pasqal’s securities may not recover and may experience a further decline.

Factors affecting the trading price of New Pasqal’s securities may include:

•        actual or anticipated fluctuations in New Pasqal’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about New Pasqal’s operating results;

•        changes in the industries in which New Pasqal and its customers operate;

•        success of competitors;

•        New Pasqal’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning New Pasqal or the industries in which it operates in general;

•        operating and stock price performance of other companies that investors deem comparable to New Pasqal;

•        changes in laws and regulations affecting New Pasqal’s business;

•        commencement of, or involvement in, litigation involving New Pasqal;

•        changes in New Pasqal’s capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of New Pasqal Ordinary Shares available for public sale;

•        any major change in the Bleichroeder Board or management;

•        sales of substantial amounts of New Pasqal Ordinary Shares by New Pasqal’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of New Pasqal’s securities irrespective of its operating performance. The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of New Pasqal’s securities, may not be predictable. A loss of investor confidence in the market for the securities of other companies that investors perceive to be similar to New Pasqal could depress New Pasqal’s share price regardless of its business, prospects, financial condition, or results of operations. A decline in the market price of New Pasqal’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of New Pasqal’s Ordinary Shares and may be dilutive to existing shareholders.

In the future, we may incur debt or issue equity ranking senior to the New Pasqal Ordinary Shares. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the New Pasqal Ordinary Shares. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of New Pasqal Ordinary Shares and be dilutive to existing shareholders.

Risks Related to Redemptions

If shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the Trust Account.

Holders of public shares are not required to affirmatively vote against the Business Combination Proposal or any other proposal in order to exercise their rights to redeem their public shares for a pro rata portion of the Trust Account. To exercise their redemption rights, they are required to submit a request in writing and deliver the certificate for their shares (either physically or electronically) to the transfer agent prior to the deadline (two business days prior to the vote at the extraordinary general meeting). Shareholders electing to redeem their shares will receive the Redemption Price. See the section entitled “Risks Related to Bleichroeder and the Business Combination” for more information.

Bleichroeder public shareholders who wish to redeem their public shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for public shareholders to exercise their redemption rights prior to the deadline.

A public shareholder will be entitled to receive cash for any public shares to be redeemed only if such public shareholder:

(i)     holds public shares, whether they are a record holder or hold their shares in “street name,”

(ii)    if the public shareholder holds public shares through units, the public shareholder elects to separate its units into the underlying public shares and public warrants prior to exercising its redemption rights with respect to the public shares;

(iii)   timely submits a written request to Continental, Bleichroeder’s transfer agent, in which it (a) requests that Bleichroeder redeem all or a portion of its public shares for cash, and (b) identifies itself as a beneficial holder and provides its legal name, phone number, and address; and

(iv)   timely delivers its share certificates to our transfer agent or delivers its shares to our transfer agent electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, Bleichroeder’s transfer agent, New Pasqal will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account established at the consummation of our initial public offering, calculated as of two business days prior to the consummation of the Business Combination. Please see the section entitled “Extraordinary General Meeting of Bleichroeder — Redemption Rights” for additional information on how to exercise your redemption rights.

There is no guarantee that a public shareholder’s decision whether to redeem its public shares for a pro rata portion of the Trust Account will put the public shareholder in a better future economic position.

Bleichroeder can give no assurance as to the price at which a public shareholder may be able to sell its public shares in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in Bleichroeder and/or New Pasqal’s public share price, and may result in a lower value realized now than a shareholder of Bleichroeder and/or New Pasqal might realize in the future had the shareholder not redeemed its public shares. Similarly, if a shareholder does not redeem its public shares, the shareholder will bear the risk of ownership of the public shares after the consummation of any initial business combination, and there can be no assurance that a shareholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A shareholder should consult the shareholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

At the time Bleichroeder entered into the Business Combination Agreement, Bleichroeder did not know how many shareholders would exercise their redemption rights, and therefore Bleichroeder structured the Business Combination based on its expectations as to the number of shares that will be submitted for redemption. If a larger number of shares are submitted for redemption than the number Bleichroeder initially expected, this could lead to its failure to consummate the Business Combination, its failure to obtain or maintain the listing of its securities on Nasdaq

or another national securities exchange, or a lack of liquidity. Each of the foregoing could impair Bleichroeder’s ability to fund its operations and adversely affect its business, financial condition and results of operations. See the section entitled “Risks Related to Bleichroeder and the Business Combination” for more information.

Since the Business Combination Agreement requires that the aggregate cash proceeds available for release from the Trust Account (including funds from the March 2026 Financing) in connection with the transactions contemplated in the Business Combination Agreement shall be equal to or greater than $150 million, there is increased probability that the Business Combination would be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

Risks Related to Acquiring and Operating a Business in Non-U.S. Countries

Because New Pasqal’s operations are located outside of the United States, Bleichroeder may face additional burdens in connection with investigating, agreeing to and completing the Business Combination, and, if the Business Combination is consummated, New Pasqal may be subject to a variety of additional risks that may negatively impact its operations.

Legacy Pasqal and New Pasqal’s operations are located in France. As such, New Pasqal will be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing the Business Combination, conducting due diligence in a foreign jurisdiction, and having such transaction approved by any local governments, regulators or agencies.

If Bleichroeder consummates the Business Combination, New Pasqal would be subject to special considerations and risks associated with companies operating in an international setting, including, but not limited to, any of the following:

•        costs and difficulties inherent in managing cross-border business operations;

•        rules and regulations regarding currency redemption;

•        complex corporate withholding taxes on individuals;

•        laws governing the manner in which future business combinations may be effected;

•        exchange listing and/or delisting requirements;

•        tariffs and trade barriers;

•        regulations related to customs and import/export matters;

•        local or regional economic policies and market conditions;

•        unexpected changes in regulatory requirements;

•        longer payment cycles;

•        tax issues, such as tax law changes and variations in tax laws as compared to United States tax laws;

•        currency fluctuations and exchange controls;

•        rates of inflation;

•        challenges in collecting accounts receivable;

•        cultural and language differences;

•        employment regulations;

•        underdeveloped or unpredictable legal or regulatory systems;

•        corruption;

•        protection of intellectual property;

•        social unrest, crime, strikes, riots and civil disturbances;

•        regime changes and political upheaval;

•        terrorist attacks, natural disasters, pandemics and wars; and

•        deterioration of political relations with the United States.

Bleichroeder may not be able to adequately address these additional risks, which may prevent it from completing the Business Combination, and if it completes the Business Combination, its operations might suffer, either of which may adversely impact its business, financial condition and results of operations.

Existing and future government laws, regulations and other legal requirements that govern our business may increase our costs of doing business and may restrict our operations.

As a business with international reach, we are subject to complex laws and regulations, including investment screening laws, in jurisdictions in which we operate. Those laws and regulations may be interpreted in different ways. They may also change from time to time, as may related interpretations and other guidance. Changes in laws or regulations could result in higher expenses and payments, and uncertainty relating to laws or regulations may also affect how we conduct our operations and structure our investments and could limit our ability to enforce our rights.

We may be subject to review and enforcement actions under domestic and foreign laws that screen investments and to other national-security-related laws and regulations. In France, for example, foreign investments in certain sensitive sectors are subject to prior authorization by the Minister of the Economy pursuant to Article L. 151-3 of the French Monetary and Financial Code and its implementing provisions, including Articles R151-1 et seq. of the French Monetary and Financial Code. These rules allow the French authorities to review, condition, or prohibit certain foreign investments in activities deemed strategic for national interests. Investments by particular investors may need to be notified to or approved by the competent French authorities, which may impose additional conditions, delays, or reporting obligations. In certain jurisdictions (including France), these legal and regulatory requirements may be more stringent than in the United States. As a result of these laws and regulations, investments by particular investors may need to be filed with local regulators, which in turn may impose added costs on our business, impact our operations, and/or limit our ability to engage in strategic transactions that might otherwise be beneficial to us and our investors.

The Business Combination may be delayed or ultimately prohibited and Bleichroeder may not be able to complete the proposed Business Combination, since such initial business combination may be subject to regulatory review and approval requirements, including pursuant to foreign investment regulations and review by governmental entities such as the Committee on Foreign Investment in the United States (“CFIUS”) as well as the Minister of Industry of Canada, the Foreign Investment Review and Economic Security Division of Innovation, Science and Economic Development Canada (“FIRES”) and/or the Governor in Council (Canada) pursuant to the ICA (Canada), or may be ultimately prohibited.

In connection with the Business Combination, Bleichroeder will merge with and into Merger Sub, with Merger Sub continuing as the surviving company (referred hereinafter as Bleichroeder Surviving Corporation), and, as promptly as practicable thereafter, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation with Bleichroeder Surviving Corporation continuing as the surviving entity (referred to as New Pasqal). Pursuant to such Mergers, our shareholders will receive Bleichroeder Surviving Corporation Ordinary Shares in exchange for their Bleichroeder Class A Ordinary Shares and thereafter New Pasqal Ordinary Shares in exchange for their Bleichroeder Surviving Corporation Ordinary Shares. The Business Combination may be subject to regulatory review and approval requirements by governmental entities, which may cause the Business Combination to be delayed or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. If CFIUS determines that an investment threatens national security, CFIUS has the power to impose restrictions on the investment or recommend that the

U.S. president prohibit and/or unwind it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

We note that (i) Bleichroeder is a Cayman Islands exempted company (for U.S. securities law purposes), (ii) Legacy Pasqal is a société par actions simplifiée formed under the laws of the Republic of France, (iii) Merger Sub is a société anonyme formed under the laws of the Republic of France, (iv) our Sponsor, Bleichroeder Sponsor 2 LLC, is a Delaware limited liability company whose members are U.S. persons and Bleichroeder’s largest shareholder, and (v) following the Business Combination, our Sponsor will be a significant combined company shareholder. In our view, it is unlikely that the Business Combination would be subject to or impacted by a CFIUS review. Nevertheless, we may determine that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay the proposed Business Combination, or impose conditions with respect to it, which may delay or prevent us from consummating the proposed Business Combination.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate the Business Combination within the applicable time period required, including as a result of extended regulatory review, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem 100% of the Bleichroeder public shares, at a per-share price, payable in cash equal to the aggregate amount then on deposit in the Trust Account (which interest shall be net of taxes payable (other than excise or similar taxes) and less up to $100,000 of interest to pay dissolution expenses) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish Bleichroeder public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of remaining Bleichroeder shareholders and the Bleichroeder board, liquidate and dissolve, subject in each case to Bleichroeder’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. In such event, Bleichroeder shareholders will miss the opportunity to benefit from the Business Combination and the chance of realizing any future gains in the value of such investment. Additionally, there will be no redemption rights or liquidation distributions with respect to the Bleichroeder warrants, which will expire worthless if Bleichroeder fails to complete an initial business combination within the completion window. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than $10.00 per share.

Risks Related to New Pasqal’s Foreign Private Issuer Status

As a foreign private issuer, New Pasqal is exempt from certain Nasdaq corporate governance requirements and a number of rules under the U.S. securities laws. You will therefore not have the same protections afforded to shareholders of companies that are subject to Nasdaq requirements and the information available to holders of the New Pasqal Ordinary Shares may be limited.

New Pasqal will qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, New Pasqal will not be subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, New Pasqal will be exempt from certain rules under the Exchange Act including, among other things: (i) the rules under the Exchange Act requiring the filing of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act and (iii) the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

Moreover, New Pasqal is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. New Pasqal currently prepares its financial statements in accordance with IFRS. The post-combination Company will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. New Pasqal is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders.

As a foreign private issuer, New Pasqal will file an annual report on Form 20-F within four months of the close of each fiscal year ended December 31 and furnish reports on Form 6-K relating to certain material events promptly after New Pasqal publicly announces these events. However, because of the above exemptions for foreign private issuers, which New Pasqal intends to rely on, the information New Pasqal is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, New Pasqal Shareholders may receive less or different information about New Pasqal than you currently receive about Bleichroeder or that investors would receive about a United States domestic public company.

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter.

Pursuant to the Business Combination Agreement, New Pasqal has agreed to use commercially reasonable efforts to maintain its status as a foreign private issuer, however, in the future, New Pasqal could lose its status as a foreign private issuer under current SEC rules and regulations if more than 50% of New Pasqal’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of New Pasqal’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of New Pasqal’s assets are located in the United States; or (iii) New Pasqal’s business is administered principally in the United States. If New Pasqal loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, New Pasqal would likely incur substantial costs in fulfilling these additional regulatory requirements, including potentially costs related to the preparation of financial statements in accordance with U.S. GAAP, and members of New Pasqal’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

In addition, certain information may be provided by New Pasqal in accordance with French law, which may differ in substance or timing from such disclosure requirements under the Exchange Act.

The corporate governance rules of Nasdaq on which New Pasqal intends to list New Pasqal Ordinary Shares require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors and corporate governance matters. However, as a foreign private issuer, New Pasqal will be permitted to, and it may, follow home country practice in lieu of the above requirements, subject to certain exceptions. As long as New Pasqal relies on the foreign private issuer exemption for certain of these corporate governance standards, a majority of the New Pasqal Board will not be required to be independent directors and its compensation committee and nominating and corporate governance committee are not required to be composed entirely of independent directors. Therefore, the New Pasqal Board’s approach to governance may be different from that of a board of directors consisting of a majority of independent directors, and, as a result, management oversight may be more limited than if it were subject to all the corporate governance standards of Nasdaq. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all the corporate governance requirements of Nasdaq on which New Pasqal lists its New Pasqal Ordinary Shares.

New Pasqal may lose its foreign private issuer status in the future, which could result in significant additional cost and expense.

In the future, New Pasqal would lose its “foreign private issuer” status if a majority of its shareholders, directors or management are U.S. citizens or residents and New Pasqal fails to meet additional requirements necessary to avoid loss of that status. Although New Pasqal has elected to comply with certain U.S. regulatory provisions, the loss of its “foreign private issuer” status would make such provisions mandatory. The regulatory and compliance costs to New Pasqal under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If New Pasqal is not a foreign private issuer, it will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms required to be filed by a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose

compensation information on an aggregate basis. New Pasqal may also be required to modify certain of its policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, New Pasqal may lose its ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.

You may face difficulties in protecting your interests as a shareholder, as French law provides substantially different protection when compared to the laws of the United States.

New Pasqal is incorporated under the laws of the Republic of France. The rights of holders of shares are governed by French law, including the provisions of the articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations and the rights of shareholders in Cayman corporations, including Bleichroeder. See “Description of New Pasqal’s Securities” and “Comparison of Shareholders’ Rights” in this proxy statement/prospectus for a description of the principal differences between the provisions of the French Commercial Code applicable to New Pasqal and the Cayman Companies Act applicable to Bleichroeder relating to shareholders’ rights and protections.

New Pasqal’s corporate affairs are governed by the New Pasqal Organization Documents and the laws of the Republic of France, including the Commerce Code. The rights of New Pasqal’s shareholders and the responsibilities of its directors and officers under French law are different from those applicable to a corporation incorporated in the United States. Further, under French law, there may be differences in the type, timing and format of publicly available information about New Pasqal compared with that regularly published by or about U.S. issuers. In addition, the legal and regulatory framework governing the securities of French companies differs from that applicable to U.S. issuers, and French laws and regulations in respect of corporate governance matters provide protections to minority shareholders that differ in scope and operation from those available under state corporation laws in the United States. Therefore, New Pasqal’s shareholders may face differences in the manner and extent to which they may protect their interests in connection with actions taken by New Pasqal’s directors, officers or principal shareholders compared with shareholders of corporations incorporated in the United States. As a result of these differences, the rights and remedies available to New Pasqal’s shareholders may differ from those available to shareholders of U.S. issuers.

It may be difficult to enforce a U.S. judgment against New Pasqal or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

Several of New Pasqal’s directors and executive officers are not residents of the United States, and the majority of its assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon New Pasqal within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Description of New Pasqal’s Securities” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.

In particular, investors should be aware that there is uncertainty as to whether the courts of the Republic of France would recognize and enforce judgments of U.S. courts obtained against New Pasqal or its directors or management or against the selling shareholder predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. There is also uncertainty as to whether the courts of the Republic of France would entertain original actions against New Pasqal or its directors or officers or against the selling shareholder predicated upon the securities laws of the United States or any state in the United States. As a result of the difficulty associated with enforcing a judgment against New Pasqal, you may not be able to collect any damages awarded by either a U.S. or foreign court.

THE EXTRAORDINARY GENERAL MEETING OF BLEICHROEDER SHAREHOLDERS

For purposes of this section, “we,” “us” or “our” refer to Bleichroeder, unless the context otherwise requires.

The Bleichroeder Extraordinary General Meeting

We are furnishing this proxy statement/prospectus to you as part of the solicitation of proxies by the Bleichroeder Board for use at the extraordinary general meeting to be held on [•], 2026, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our shareholders on or about [•], 2026. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote should be cast at the extraordinary general meeting.

Date, Time and Place of Extraordinary General Meeting

The extraordinary general meeting will be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the Existing Governing Documents, the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201. The Bleichroeder extraordinary general meeting can be accessed virtually by visiting our meeting website (www.[•]), where our shareholders will be able to listen to the meeting, submit questions and vote online.

Purpose of the Extraordinary General Meeting

At the Bleichroeder extraordinary general meeting, we will ask our shareholders to consider and vote upon the following proposals:

(1)    Proposal No. 1 — The Business Combination Proposal:    to approve by ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the entry into, execution, and adoption of the Business Combination Agreement, its amendment, the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Reincorporation Merger and the Merger, by and among Bleichroeder, the Merger Sub, and Legacy Pasqal, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, pursuant to which, among other things, (i) Bleichroeder will merge with and into Merger Sub, with Merger Sub continuing as the surviving company, and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act and in accordance with applicable French laws, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, that the entry into and execution of the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 26, 2026, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Mergers (as defined below) (the “Business Combination”), by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“Bleichroeder”), Bleichroeder Acquisition France Merger Sub 2, a French société anonyme and subsidiary of Bleichroeder (“Merger Sub”), and Pasqal Holding SAS, a French société par actions simplifiée (the “Legacy Pasqal”), copies of each of which are attached hereto as Annex A and Annex A-1, (i) Bleichroeder will merge with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub continuing as the surviving company (the “Bleichroeder Surviving Corporation”), and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act,

Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “Merger” and, together with the Reincorporation Merger, the “Mergers”), with Bleichroeder Surviving Corporation continuing as the surviving company (“New Pasqal”), be authorized, approved, ratified and confirmed in all respects, and the transactions contemplated by the Business Combination Agreement (including the Business Combination) be authorized, approved, ratified and confirmed in all respects;”

(2)    Proposal No. 2 — The Reincorporation Merger Proposal:    to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, the Reincorporation Merger and the Reincorporation Plan of Merger relating to the Reincorporation Merger in the form attached to the accompanying proxy statement/prospectus as Annex B, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, pursuant to which Bleichroeder will merge with and into Merger Sub, with Merger Sub (or Bleichroeder Surviving Corporation) continuing as the surviving company, such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of Cayman Companies Act and the French Commercial Code, the adoption of the articles of association of Bleichroeder Surviving Corporation be in the form attached to the Reincorporation Plan of Merger with effect from the Reincorporation Merger Effective Time and the draft merger agreement and all filing and publication to be filed with the Registre du Commerce et des Sociétés in relation to the Reincorporation Merger, and all matters related thereto in accordance with the French Code de commerce;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that, subject to the passing of each of the other Condition Precedent Proposals,:

(a)     Bleichroeder Acquisition Corp. II (“Bleichroeder”) be authorized to merge with and into Bleichroeder Acquisition France Merger Sub 2 (“Merger Sub”), with Merger Sub continuing as the surviving company (“Bleichroeder Surviving Corporation”), such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of the Companies Act (Revised) of the Cayman Islands and the French Code de commerce (the “Reincorporation Merger”);

(b)    the plan of merger relating to the Reincorporation Merger in the form attached to the accompanying proxy statement/prospectus as Annex B, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto (the “Reincorporation Plan of Merger”) be authorized, approved and confirmed in all respects;

(c)     the articles of association of Bleichroeder Surviving Corporation be in the form attached to the Reincorporation Plan of Merger with effect from the effective time of the Reincorporation Merger;

(d)     Bleichroeder be and is hereby authorized to enter into the Reincorporation Plan of Merger and the Reincorporation Plan of Merger be executed by any one director on behalf of Bleichroeder;

(e)     any one director, Ogier (Cayman) LLP or Bleichroeder’s registered office services provider be authorized to file the Reincorporation Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Reincorporation Merger; and

(f)     the draft merger agreement and all filings and publications to be filed with the Registre du Commerce et des Sociétés in relation to the Reincorporation Merger, and all matters related thereto in accordance with the French Code de commerce be to the extent required ratified, authorized, approved and confirmed in all respects;”

(3)    Proposal No. 3 — The Merger Proposal:    to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals and following the Reincorporation Merger Effective Time, the Merger and the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and all matters related thereto in accordance with the French

Commercial Code, pursuant to which Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Commercial Code;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time:

(a)     Bleichroeder Surviving Corporation be authorized to merge with Legacy Pasqal, with Bleichroeder Surviving Corporation continuing as the absorbing and surviving company (“New Pasqal”), such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Code de commerce (the “Merger”);

(b)    the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “French Merger Agreement”) and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects;

(c)     Bleichroeder Surviving Corporation be and is hereby authorized to enter into the Merger, the French Merger Agreement be executed by any officer or director on behalf of Bleichroeder Surviving Corporation and any officer, director or authorized service provider of Bleichroeder Surviving Corporation be authorized to file the French Merger Agreement, together with any supporting documentation, for registration with the Registre du Commerce et des Sociétés and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger;

(d)    the amended and restated articles of association of New Pasqal (“New Pasqal Articles of Association”) and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively (together, the “Proposed Governing Documents”), be in the form attached to the French Merger Agreement with effect from the effective time of the Merger;

(e)     the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, all filing and publication in relation to the Merger and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects; and

(f)     the delegation of power to the board of directors of Bleichroeder Surviving Corporation to effect the Merger;”

(4)    Proposal No. 4 — The Governing Documents Proposal:    to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the Proposed Governing Documents, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the Closing;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that, subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the amended and restated articles of association of New Pasqal and New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H-1 and Annex H-2, respectively, be authorized, approved and adopted in all respects as the governing documents of New Pasqal, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the closing of the Business Combination;”

(5)    Proposal No. 5 — The Advisory Governing Documents Proposals:    upon four separate proposals to approve on an advisory, non-binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals the material differences between the Proposed Governing Documents and the Existing Governing Documents;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as four separate ordinary resolutions on a non-binding and advisory basis only, subject to the passing of each of the other Condition Precedent Proposals, that the following governance provisions contained in the Proposed Governing Documents be and are hereby approved and adopted:

(a)     Advisory Governing Documents Proposal 5A:    Under the Proposed Governing Documents, directors of New Pasqal would be appointed by shareholders through ordinary resolution, and the New Pasqal Board would have the ability to fill vacancies arising from death, resignation, or removal between shareholder meetings, subject to ratification at the next meeting;

(b)    Advisory Governing Documents Proposal 5B:    The Proposed Governing Documents would eliminate the advance notice procedures and defaults to French laws, which allows shareholders holding a minimum percentage of share capital (starting at 5%) to request that draft resolutions be added to the meeting agenda, subject to statutory filing requirements generally no later than 25 days before the meeting;

(c)     Advisory Governing Documents Proposal 5C:    The New Pasqal Articles of Association would change the company name of New Pasqal from “Bleichroeder Acquisition France Merger Sub 2” to “Pasqal Holding SA”;

(d)    Advisory Governing Documents Proposal 5D:    The New Pasqal Articles of Association would remove certain provisions related to Bleichroeder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination;”

(6)    Proposal No. 6 — The Director Election Proposal:    to approve by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the Proposed Governing Documents, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, that the nine persons listed below be elected to serve terms on New Pasqal’s board of directors effective as of the Effective Time as set forth in the Proposed Governing Documents or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:

Dr. Wasiq Bokhari

Alain Aspect

Georges-Olivier Reymond

Michel Combes

Barbara Dalibard

Kathy Savitt

[•]

[•]

[•];”

(7)    Proposal No. 7 — The Incentive Plan Proposal:    to approve by an ordinary resolution, for the purposes of complying with the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and subject to the passing of each of the other Condition Precedent Proposals, the Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex I, and will provide for awards for a number of New Pasqal Ordinary

Shares, of up to ten percent (10%) of the aggregate number of New Pasqal Ordinary Shares issued and outstanding immediately after the Closing on a fully diluted and as-converted basis (after giving effect to redemptions by public shareholders (as defined below), if any);

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adoption of the Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be approved in all respects;”

(8)    Proposal No. 8 — The Share Issuance Proposal:    to approve by an ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), and subject to the passing of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) Senior Unsecured Convertible Bonds, (ii) the Investment Warrants, (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable Nasdaq Listing Rules, the issuance of (i) senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares, (ii) warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing, (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants be and are hereby approved;”

(9)    Proposal No. 9 — The Adjournment Proposal:    to approve by an ordinary resolution, the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting;

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting 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 transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved.”

The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.

Recommendation of the Bleichroeder Board

The Bleichroeder Board believes that the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal, and the other proposals to be presented at the extraordinary general meeting are in the best interests of Bleichroeder and its shareholders and recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Reincorporation Merger Proposal, “FOR” the Merger Proposal, “FOR” the Governing Documents Proposal, “FOR” the Advisory Governing Documents Proposals, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, in each case, if presented at the extraordinary general meeting.

The existence of financial and personal interests of one or more of our directors may result in a conflict of interest on the part of such director(s) between what he, she, or they may believe is in the best interests of Bleichroeder and our shareholders and what he, she, or they may believe is best for himself, herself, or themselves in determining to recommend that shareholders vote for the proposals.

When you consider the recommendation of the Bleichroeder Board in favor of the Transaction Proposals you should keep in mind that certain of our directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. These interests include, among other things:

•        the fact that certain of our directors and officers are principals of our Sponsor;

•        the fact that 9,583,333 Founder Shares held directly by our Sponsor (and a portion of which is held indirectly by the initial shareholders, including through Inflection Point and STP), for which it paid $25,000 in aggregate, will convert into 9,583,333 New Pasqal Ordinary Shares upon the Closing, and that such shares will have a significantly higher value at the time of the Business Combination when they convert into New Pasqal Ordinary Shares, as described further below, and will be worthless if an initial business combination is not consummated:

____________

(1)      Interests shown consist solely of Founder Shares. Such shares will convert into Bleichroeder Surviving Corporation Ordinary Shares upon the Reincorporation Merger and thereafter will automatically convert into New Pasqal Ordinary Shares upon the Closing on a one-for-one basis.

(2)      Bleichroeder Manager 2 LLC (“BM2”) is the managing member of Bleichroeder Sponsor 2 LLC, our Sponsor. MC Advisory (of which Michel Combes, one of Bleichroeder’s Co-Founders, is the manager), as well as Andrew Gundlach, our Executive Chairman, are the managing members of BM2 and hold voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Messrs. Combes and Gundlach disclaim any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly. Messrs. Combes and Gundlach through their affiliates and controlled entities, own direct and indirect interests in the membership interests of the Sponsor, and hold approximately 52.57% of the Sponsor membership interests reflecting indirect interests in the Founder Shares. Bleichroeder’s Chief Operating Officer and Chief Executive Officer, as well as Bleichroeder’s Chief Financial Officer, hold an indirect interest in an aggregate of 500,000 Founder Shares through membership interests in the Sponsor and certain of Bleichroeder’s independent director hold, in connection with his or her service as a director, in the aggregate, an indirect interest in 60,000 Founder Shares through membership interests in the Sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

(3)      Assumes a value of $10.00 per share, the deemed value of the New Pasqal Ordinary Shares in the Business Combination. Also assumes the completion of the Business Combination and that the New Pasqal Ordinary Shares are unrestricted and freely tradable.

(4)      Assumes a value of $[•] per share, which was the closing price of the Bleichroeder Class A Ordinary Shares on the Nasdaq on [•], 2026. Also assumes the completion of the Business Combination and that the New Pasqal Ordinary Shares are unrestricted and freely tradable.

•        the fact that if an initial business combination is not consummated within the Completion Window, our Sponsor, officers, directors and their respective affiliates will lose their entire investment in us of $5,025,000 in the aggregate that includes the 5,000,000 private warrants acquired for a purchase price of $5,000,000. In addition, our Sponsor will lose $95,833,330 in value of the Founder Shares, valued at an assumed price of $10.00 per share, the value implied by the Business Combination;

•        the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the public shares sold in the IPO and the 9,583,333 New Pasqal Ordinary Shares that the Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, the Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Pasqal Ordinary Shares trade below the price initially paid for the public shares in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•        the fact that our Sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any shares held by them if Bleichroeder fails to complete an initial business combination within the Completion Window and accordingly, our Sponsor, officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        the fact that if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the Completion Window, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a transaction agreement, reduce the amounts in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in the value of the trust assets, net of the amount of taxes payable, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that, unless a business combination is consummated, our directors are only entitled to reimbursement for any out-of-pocket expenses incurred by them on our behalf incident to identifying, investigating and consummating a business combination from funds outside of the Trust Account, which funds are limited;

•        the continuation of certain of our officers and directors at New Pasqal; and

•        the fact that pursuant to the A&R Registration Rights Agreement, the Sponsor and the initial shareholders will have certain registration rights, demand rights and piggy-back registration rights with respect to their Registrable Securities.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the extraordinary general meeting if you owned one or more Bleichroeder Ordinary Shares at the close of business on 9,583,333, 2026, which is the record date for the extraordinary general meeting. You are entitled to one vote per proposal for each Bleichroeder Ordinary Share that you owned as of the close of business on the record date, which you may cast in person at the extraordinary general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a proxy from your broker, bank or nominee. On the record date, there were 28,750,000 Bleichroeder Ordinary Shares outstanding, of which [•] were Bleichroeder Class A Ordinary Shares and [•] were Bleichroeder Class B Ordinary Shares held by our Sponsor and initial shareholders.

Our Sponsor and initial shareholders have agreed to vote all of their Founder Shares and any Bleichroeder Ordinary Shares acquired by them in favor of the Business Combination Proposal. Our issued and outstanding warrants do not have voting rights at the extraordinary general meeting.

Voting Your Shares

Each Bleichroeder Ordinary Share that you own in your name entitles you to one vote on each of the proposals for the extraordinary general meeting. Your one or more proxy cards show the number of Bleichroeder Ordinary Shares that you own.

If you are a holder of record, there are two ways to vote your Bleichroeder Ordinary Shares at the extraordinary general meeting:

•        You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your Bleichroeder Ordinary Shares will be voted, as recommended by the Bleichroeder Board. With respect to each proposal for the extraordinary general meeting, that means voting “FOR” for each.

•        You can attend the extraordinary general meeting and vote in person. You will be given a ballot when you arrive. However, if your Bleichroeder Ordinary Shares are held in the name of your broker, bank or other nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or other nominee has not already voted your Bleichroeder Ordinary Shares.

Who Can Answer Your Questions About Voting Your Bleichroeder Ordinary Shares

If you have any questions about how to vote or direct a vote in respect of your Bleichroeder Ordinary Shares, you may contact our proxy solicitor:

[•]
Shareholders may call toll free: [•]
Banks and Brokers may call collect: [•]
Email: [•]

Quorum and Vote Required for Shareholder Proposals

A quorum of our shareholders is necessary to hold a valid meeting. The holders of at least one-third of the Bleichroeder Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall be a quorum. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum.

The approval of the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, requires a special resolution under Cayman Islands law or the Existing Governing Documents of Bleichroeder, being a resolution passed by a majority of at least two-thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Governing Documents of Bleichroeder, being a resolution passed by a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal.

Abstentions and Broker Non-Votes

Brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the extraordinary general meeting will be “non-routine” matters.

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to us but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal.

Revocability of Proxies

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to [•], our proxy solicitor, prior to the date of the extraordinary general meeting or by voting in person at the extraordinary general meeting. Attendance at the extraordinary general meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to [•].

Redemption Rights

If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Bleichroeder will redeem such public shares for the Redemption Price. For illustrative purposes, as of [•], 2026, this would have amounted to approximately $[•] per issued and outstanding public share.

Our shareholders may elect to redeem their public shares even if they vote for the Business Combination Proposal and the other proposals.

Our Existing Governing Documents provide that a Bleichroeder shareholder, together with any affiliate of such public shareholder or any other person with whom such Bleichroeder shareholder is acting in concert or as a “group” (as defined in Section 13 of the “Exchange Act”), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent and such excess public shares would be converted into the merger consideration in connection with the Business Combination. There will be no redemption rights with respect to Bleichroeder’s warrants.

Our Sponsor, which directly owns 9,583,333 Founder Shares, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to the Sponsor Letter Agreement to, among other things, (i) vote in favor of the Business Combination Agreement and the transactions contemplated thereby (including any material differences between the Existing Governing Documents and the Proposed Governing Documents) and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

Assuming 50% redemption of 28,750,000 public shares (or 14,375,000 public shares) (see “Unaudited Pro Forma Condensed Combined Financial Information” for further information), and using the closing warrant price on the Nasdaq of $0.9250 as of March 23, 2026, the aggregate fair value of warrants that can be retained by the redeeming shareholders, assuming 50% redemption of 28,750,000 public shares (or 14,375,000 public shares), is $4.43 million. The actual market price of the warrants may be higher or lower on the date that a warrantholder seeks to sell such warrants. Additionally, we cannot assure the holders of warrants that they will be able to sell their warrants in the open market as there may not be sufficient liquidity in such securities when a warrantholder wishes to sell their warrants. Further, while the level of redemptions of public shares will not directly change the value of the warrants because the

warrants will remain outstanding regardless of the level of redemptions, as redemptions of public shares increase, the holder of warrants who exercises such warrants will ultimately own a greater interest in New Pasqal because there would be fewer shares outstanding overall. See “Risk Factors — Risks Related to Bleichroeder and the Business Combination — Bleichroeder public shareholders and existing shareholders will experience significant dilution as a result of the Business Combination and the March 2026 Financing and related transactions, and the market price of its Bleichroeder Class A Ordinary Shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect.”

In order to exercise your redemption rights, you must:

(i)     hold public shares, whether you are a record holder or hold your shares in “street name,”

(ii)    elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares;

(iii)   timely submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address; and

(iv)   timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system.

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.

Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.

We will pay the redemption price to our shareholders who properly exercise their redemption rights promptly following the Closing. The Closing is subject to the satisfaction of a number of conditions. As a result, there may be a significant delay between the deadline for exercising redemption requests prior to the extraordinary general meeting and payment of the redemption price.

As noted above, holders of our outstanding units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Prior to exercising redemption rights, shareholders should review the market price of Bleichroeder Class A Ordinary Shares as they may receive higher proceeds from the sale of their Bleichroeder Class A Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. However, we cannot assure you that you will be able to sell your Bleichroeder Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Bleichroeder Class A Ordinary Shares when you wish to sell your shares.

If you exercise your redemption rights, your public shares will cease to be issued and outstanding immediately prior to the Business Combination and will only represent the right to receive the Redemption Price. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth, if any, of Bleichroeder or New Pasqal following the Business Combination. You will be entitled to receive cash for these shares only if you properly and timely request redemption.

If the Business Combination is not approved and we do not consummate an initial business combination within the Completion Window, we will be required to liquidate and dissolve our Trust Account by returning the then-remaining funds in such account to the public shareholders and our warrants will expire worthless.

Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions

____________

(1)      This scenario assumes that no public shares are redeemed.

(2)      This scenario assumes that 14,375,000 outstanding public shares, or approximately 50% of the public shares subject to redemption, are redeemed for an aggregate payment of approximately $143,750,000 (based on the estimated per-share price of approximately $10.00 per share) from the Trust Account based on funds in the Trust Account as of [•], 2026.

(3)      Includes $12,250,000 of deferred underwriting commission payable to the underwriters of the IPO upon consummation of the Business Combination.

Appraisal or Dissenters’ Rights

Bleichroeder shareholders may have appraisal rights in connection with the Reincorporation Merger under the Cayman Companies Act.

Holders of record of Bleichroeder Ordinary Shares may be entitled to give notice to Bleichroeder prior to the extraordinary general meeting to approve the Reincorporation Merger contemplated thereby that they wish to exercise statutory dissenter rights and make a demand for payment of the fair market value for his, her or its Bleichroeder Ordinary Shares if they follow the procedures set out in Section 238 of the Cayman Companies Act, noting that any such dissenters’ rights may not apply pursuant to Section 239 of the Cayman Companies Act, which states that no such dissenters’ rights shall be available in respect of shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent, provided that the merger consideration constitutes inter alia shares of any company which at the effective date of the Merger are listed on a national securities exchange. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the Bleichroeder Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. Extracts of relevant sections of the Cayman Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept

for such shares anything except - (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

Holders of Bleichroeder’s warrants and Bleichroeder’s units do not have appraisal rights in respect to such securities in connection with the Reincorporation Merger under the Cayman Companies Act.

Bleichroeder shareholders are recommended to seek their own advice as soon as possible on the application and procedure to be followed in respect of the appraisal rights under the Cayman Companies Act.

Solicitation of Proxies

We will pay the cost of soliciting proxies for the extraordinary general meeting. We have engaged [•] to assist in the solicitation of proxies for the extraordinary general meeting. We have agreed to pay [•] a fee of $[•]. We will reimburse [•] for reasonable out-of-pocket expenses and will indemnify [•] and its affiliates against certain claims, liabilities, losses, damages and expenses. We also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Bleichroeder Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of Bleichroeder Class A Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, facsimile, mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Potential Purchases of Public Shares

The Sponsor and Bleichroeder officers and directors do not have any plans at this time to purchase Public Shares from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Bleichroeder or its securities, the Sponsor and Bleichroeder’s officers and directors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares that such persons may purchase in such transactions, subject to compliance with applicable law and SEC rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Such purchases of Public Shares may include a contractual acknowledgment that such shareholder, although still the record holder of Bleichroeder’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor and Bleichroeder’s officers and directors or their affiliates purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination, or satisfy the Minimum Cash Condition, where it appears that such requirement would otherwise not be met. Bleichroeder expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of Bleichroeder Class A Ordinary Share and the number of beneficial holders of Bleichroeder Class A Shares and Public Warrants may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Bleichroeder’s securities on the OTC Markets.

In the event the Sponsor and Bleichroeder’s officers and directors or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor and Bleichroeder’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Share Ownership

The Sponsor, which directly owns 9,583,333 Founder Shares, and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “Sponsor Letter Agreement”) to, among other things, (i) vote all of their Founder Shares and all shares they acquire prior to the announcement of the Business Combination in favor of the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.

THE BUSINESS COMBINATION PROPOSAL

Background of the Business Combination

Bleichroeder is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The terms of the Business Combination Agreement are the result of arm’s length negotiations between representatives of Bleichroeder and Legacy Pasqal. The transactions contemplated by the Business Combination Agreement and related agreements are a result of an extensive search for a potential transaction utilizing the network and investing, operating and transaction experience of Bleichroeder’s management and the Bleichroeder Board, led by Bleichroeder’s Andrew Gundlach, who was then the President and Chief Executive Officer, and Co-Founder Michel Combes.

Legacy Pasqal is a French Company founded in 2019, out of the Institut d’Optique, by Professor Dr. Alain Aspect (Nobel Prize Laureate Physics, 2022), Georges-Olivier Reymond, Christophe Jurczak, Dr. Antoine Browaeys, and Dr. Thierry Lahaye. Legacy Pasqal is at the forefront of developing scalable QPUs that deliver highly scalable computational capabilities, operate in standard data centers and provide consistent performance enabled by precise qubit control and improved coherence times. Legacy Pasqal’s neutral-atom technology enables complex computational challenges to be solved for numerous applications in key sectors such as energy and utilities, finance, high value materials and manufacturing, healthcare and pharmaceuticals, logistics, aerospace and defense and AI. Legacy Pasqal’s commitment to innovation is reflected in its ongoing research collaborations with leading industrial and academic partners, as well as its ability to make its quantum computing capabilities accessible through leading cloud-based services. These initiatives are driving the practical adoption of quantum technology and expanding its real-world applications. In addition to its strong technology platform and experienced management team, Legacy Pasqal’s capital requirements, market opportunity and strategic positioning align well with the capabilities of the Bleichroeder platform, making it an attractive partner for a business combination.

The terms of the Business Combination with Legacy Pasqal are the result of negotiations between representatives of Bleichroeder and Legacy Pasqal. Prior to the Business Combination, Bleichroeder had not entered into a definitive agreement with any target business. Members of the Sponsor who are officers and/or directors of Bleichroeder (the “Bleichroeder team”) had, however, previously engaged in preliminary discussions with Legacy Pasqal to negotiate an initial business combination on behalf of a separate SPAC vehicle, Bleichroeder Acquisition Corp. I (“SPAC I”), which parties ultimately decided against, for reasons further described below. However, there was no agreement, arrangement, or understanding between the Sponsor and SPAC I, or its or their officers, directors, or affiliates, with respect to determining whether to proceed with the Business Combination with Legacy Pasqal or any other initial business combination. SPAC I is a special purpose acquisition company affiliated with members of the Bleichroeder team, and each of Messrs. Michel Combes, was a member of the sponsor of SPAC I and Andrew Gundlach, served as Chairman, President and Chief Executive Officer of SPAC I.

Prior Discussions Between the Sponsor and Legacy Pasqal

Prior to the Business Combination, the Bleichroeder team, in performing their roles for other positions and roles they held at other special purpose acquisition companies, conducted a wide search, leveraging their network of business and investment relationships, which led to the identification of many potential business combination targets. Commencing in January 2025, the Bleichroeder team, on behalf of SPAC I, initiated discussions with Legacy Pasqal regarding a potential business combination, in their respective capacities with SPAC I and not on behalf of Bleichroeder or in connection with the Business Combination. From January until April 2025, the Bleichroeder team conducted multiple management meetings and independent diligence on the business. On April 21, 2025, SPAC I delivered a non-binding letter of intent to Legacy Pasqal, which Legacy Pasqal did not countersign. The terms of the proposed transaction contemplated a best-efforts $200 million PIPE raise. In light of the challenging capital markets environment at the time, and the uncertainty of raising a PIPE of that size, the letter of intent did not include a minimum cash condition or an exclusivity period. Instead, the letter of intent contemplated that the parties would work together over a pre-determined 120-day period to determine whether there was a market to raise the quantum of capital necessary to consummate the transaction. However, in May 2025, Legacy Pasqal decided to discontinue negotiations with SPAC I in order to pursue a potential business combination at that time with an unaffiliated SPAC sponsor. The Legacy Pasqal board ultimately determined that the terms set forth in the letter of intent submitted by the other SPAC sponsor were better aligned with the Company’s interests at the time. SPAC I subsequently entered into a business combination agreement with Merlin Labs Inc. on August 13, 2025, which was consummated on March 16, 2026.

Legacy Pasqal and the Bleichroeder team did not have any contact after negotiations ceased as both parties were pursuing other opportunities. In November 2025, Legacy Pasqal, through its financial advisor, Pegasus, and Mr. Bonnin in his capacity as partner of Pegasus, contacted Messrs. Combes and Gundlach to provide a general business update, and to inform them that the letter of intent with the other unaffiliated SPAC sponsor had expired. In addition, Mr. Bonnin informed Messrs. Combes and Gundlach that Legacy Pasqal was conducting a Series C financing round. The Bleichroeder team, in turn, provided an update on the status of the Merlin Labs Inc. business combination. There was no discussion of a potential business combination between Legacy Pasqal and any Bleichroeder-affiliated vehicle during this conversation, and there was no further contact between the parties following this November 2025 conversation.

Bleichroeder completed its IPO in January 2026. Following the IPO, the Bleichroeder team contacted Legacy Pasqal to propose entering into a new non-disclosure agreement in order to engage in a more detailed discussion regarding the status of Legacy Pasqal’s business, the sequencing of its planned capital raises (including its plans following its proposed Series C financing round), and its longer-term strategic objectives, as described further below. During those discussions, the Bleichroeder team learned that Legacy Pasqal was in the final stages of its Series C financing round and that the term sheet with the lead investor contained a valuation-reset provision that would be triggered if Legacy Pasqal had not entered into a definitive business combination agreement to become a public company by February 28, 2026.

There was no agreement, arrangement, or understanding between Legacy Pasqal and the Bleichroeder team to enter into a business combination with any special purpose acquisition company, and no agreement, arrangement, or understanding between Legacy Pasqal and the Bleichroeder team with respect to determining whether to explore a potential business combination with Legacy Pasqal or to proceed with the Business Combination. However, following execution of the new non-disclosure agreement in January 2026, both parties recognized that the SPAC market appeared better positioned from a capital-raising perspective than it had been earlier in 2025, particularly relative to other quantum computing companies, as reflected in recent capital-raising activity and stock price performance, and in light of the fact that there was only one other publicly traded neutral-atom quantum computing comparable. These facts and circumstances provided greater certainty as to the ability to obtain financing in connection with de-SPAC transactions and to retain public shareholders and trust account capital. Further, based on discussions with Legacy Pasqal management during this period, Legacy Pasqal remained an attractive target to the Bleichroeder team due to its strategic positioning, technology portfolio, and potential to access global capital markets, and had an additional year of operations and historical financials, which the Bleichroeder team reviewed during the course of its due diligence.

As discussed in greater details below, the Bleichroeder team conducted management meetings and review of the Series C data room containing due diligence materials, and ultimately decided to submit a non-binding letter of intent to Legacy Pasqal in late January 2026.

Timeline of the General Search Process

On January 9, 2026, Bleichroeder closed the IPO of 28,750,000 units, including the exercise in full by the underwriters of an option to purchase up to 3,750,000 Units at the offering price to cover over-allotments, with each unit consisting of one Bleichroeder Class A Ordinary Share and one-third of one redeemable warrant. Each whole warrant is exercisable for one Bleichroeder Class A Ordinary Share at a purchase price of $11.50 per share, subject to adjustment as provided in the final prospectus for the IPO. The Units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $287.50 million before deducting underwriting discounts and commissions and offering expenses. Simultaneously with the closing of the IPO, Bleichroeder completed a private placement of 7,750,000 private placement warrants to (i) the Sponsor, (ii) Cohen and (iii) Clear Street, at a price of $1.00 per private placement warrant, generating gross proceeds to Bleichroeder of $7.75 million.

A total of approximately $287.50 million from the proceeds of the IPO and the private placement were placed in the Trust Account. Except for a portion of the interest earned on the funds held in the Trust Account that may be released to Bleichroeder to pay franchise and income taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of Bleichroeder’s initial business combination or the redemption of 100% of Bleichroeder’s public shares if Bleichroeder is unable to (i) consummate a business combination within 24 months from the closing of the IPO, or by January 9, 2028, or (ii) obtain the approval of Bleichroeder’s shareholders to extend the deadline for Bleichroeder to consummate an initial business combination.

Since its IPO, Bleichroeder evaluated numerous opportunities across industries and verticals, predominately focused on business in the technology, media and telecommunications sectors, as well as sectors that are being transformed via technology adoption. Bleichroeder identified certain general, non-exclusive criteria and guidelines that it believed were important in analyzing prospective target businesses for a business combination. Bleichroeder used these criteria and guidelines in evaluating business combination opportunities. In evaluating prospective targets, Bleichroeder focused on a business that:

•        utilizes Bleichroeder’s global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

•        has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

•        provides a platform for add-on acquisitions, which Bleichroeder believes will be an opportunity for its Sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

•        would benefit from its Sponsor’s and management team’s experience, which can be applied to improve the operations and market position of the target;

•        has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

•        has a differentiated or unique product offering with multiple avenues for growth and margin expansion;

•        is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where Bleichroeder believes it can drive improved financial performance;

•        is a fundamentally sound company that is underperforming its potential;

•        exhibits unrecognized value or other characteristics, desirable returns on capital and a need for capital to achieve the company’s growth strategy, that Bleichroeder believes has been misevaluated by the marketplace based on its analysis and due diligence review;

•        has a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;

•        will offer an attractive risk-adjusted return for Bleichroeder’s shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and

•        can benefit from being a publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.

Beginning shortly after its IPO, Bleichroeder held meetings among members of the Bleichroeder team, certain of Bleichroeder’s advisors, the Sponsor and its affiliates, and in many cases the Bleichroeder Board, in order to discuss matters relating to Bleichroeder’s initial business combination. Such meetings were intended to allow management and certain of its advisors to provide updates regarding the status of the evaluation of, and outreach to, potential business combination targets.

During the search process, the Bleichroeder team conducted an evaluation of potential targets based on relevant considerations, factors, and criteria that Bleichroeder identified in its IPO. Beginning shortly after the closing of the IPO and through January 30, 2026 (the date on which Bleichroeder entered into a non-binding letter of intent with Legacy Pasqal — the interaction with Legacy Pasqal, specifically, is described below in the section entitled “— Background of the Business Combination — Chronology of the Current Transaction”), Bleichroeder, its Sponsor, and its affiliates identified potential target companies across various industries and made contact with representatives of such potential target companies to discuss the potential for a business combination transaction. The potential target companies were narrowed down to eleven potential targets with which Bleichroeder entered into non-disclosure agreements in order to engage in more in-depth discussions regarding a potential transaction, including Legacy Pasqal. Based on initial assessments of the potential target companies with which Bleichroeder

entered into non-disclosure agreements, including with respect to their product and market fit, growth potential, and the strength of their management teams, and in consultation with the Bleichroeder Board, the Bleichroeder team held meetings with eight of the eleven potential targets, including Legacy Pasqal, to evaluate the business of these potential targets further as well as to determine which potential targets had marketable businesses well-suited for going public and well-situated to enter into a business combination within a reasonable time. Other than Legacy Pasqal, Bleichroeder did not execute a letter of intent, exclusivity agreement or definitive business combination agreement with any of these prospective targets.

Before entering into a non-binding letter of intent with Legacy Pasqal, the Bleichroeder team engaged in one or more of preliminary due diligence, management meetings or preliminary term discussions with the below potential business combination targets:

•        Candidate A (Crypto):    In January 2026, the Bleichroeder team engaged with Candidate A and began discussions with Candidate A regarding a potential business combination. The Bleichroeder team did not provide a non-binding letter of intent, but did discuss key terms. As part of the discussion, the Bleichroeder team began receiving due diligence materials from Candidate A following the signing of a non-disclosure agreement. In January 2026, Candidate A cordially declined to continue discussions further, citing the founder was not ready to dilute his stake at the contemplated valuation.

•        Candidate B (Energy):    In January 2026, the Bleichroeder team engaged with Candidate B. Between the completion of its IPO and throughout January 2026, the parties discussed and negotiated terms, but did not execute a letter of intent. Based on information obtained during due diligence, the Bleichroeder team determined that given the nature of the transaction, which contemplated a spin out from an existing public European Company, there was significant operational uncertainty, execution risk, and capital investment required to achieve a potential business combination, which the Bleichroeder team believed there was not a market for, and ultimately decided not to pursue the Candidate B opportunity.

•        Candidate C (Space Satellite):    In January 2026, the Bleichroeder team engaged with Candidate C. Bleichroeder commenced reviewing due diligence materials from Candidate C. Based on information obtained during due diligence, Bleichroeder determined that the long-term growth prospects would get displaced by some of the larger similarly situated companies that were rumored to come to market via traditional initial public offerings. As such, the Bleichroeder team determined not to pursue a potential transaction with Candidate C.

•        Candidate D (Artificial Intelligence):    In January 2026, the Bleichroeder team engaged with Candidate D. Discussions between the Bleichroeder team and Candidate D did not progress in any material respect following the signing of a non-disclosure agreement. Candidate D informed the Bleichroeder team shortly after signing the non-disclosure agreement that it had decided to pursue an alternative financing and the discussions between the parties were terminated in January 2026.

•        Candidate E (Nuclear Energy):    In January 2026, the Bleichroeder team engaged with Candidate E. Bleichroeder commenced reviewing due diligence materials from Candidate E and held a management meeting to further discuss the business. Following the management meeting, the Bleichroeder team determined that given the early stage of Candidate E’s development, including its pre-revenue status and the nascency of its commercial operations, Candidate E lacked the operational maturity, financial profile, and demonstrable traction necessary to support the requirements of a publicly traded company and ultimately decided not to pursue the Candidate E opportunity.

•        Candidate F (Nuclear Energy):    In January 2026, the Bleichroeder team engaged with Candidate F. Bleichroeder commenced reviewing due diligence materials from Candidate F and held a management meeting to further discuss the business. Following the management meeting, the Bleichroeder team determined that given the Candidate F’s pre-revenue status, its projected timeline to initial revenue generation extending to 2035, and the substantial capital investment required to reach commercialization, the opportunity presented a degree of execution risk that the Bleichroeder team did not believe was suitable for a publicly traded company and ultimately decided not to pursue the Candidate F opportunity.

•        Candidate G (SMB Banking):    In January 2026, the Bleichroeder team engaged with Candidate G. Discussions between the Bleichroeder team and Candidate G did not progress in any material respect following the signing of a non-disclosure agreement. The Bleichroeder team held an initial meeting with the largest shareholder of Candidate G, but ultimately decided that the strategy of Candidate G was better suited to be private than public.

Following its evaluation of the prospective targets described above, the Bleichroeder team determined that Legacy Pasqal presented the most attractive opportunity for an initial business combination based on its public-company readiness, its technology and market positioning relative to other prospective targets, the relative feasibility of financing a business combination with Legacy Pasqal, and the ability to enter into a definitive business combination agreement with Legacy Pasqal within a timeframe consistent with the time period contemplated by Bleichroeder’s organizational documents.

Chronology of the Current Transaction

The following chronology summarizes the key meetings and events that led to the signing of the non-binding Letter of Intent (“LOI”), the Business Combination Agreement and the ancillary documents with Legacy Pasqal in order to consummate the transactions contemplated thereby, but it does not purport to catalogue every conversation among representatives of Bleichroeder, Legacy Pasqal and their respective advisors.

In 2025, prior to and unrelated to the IPO, Messrs. Combes, Gundlach and Padula engaged in a strategic review and evaluation of Legacy Pasqal on behalf of another potential acquiror. In connection with this strategic review and evaluation, Messrs. Combes, Gundlach and Padula and Dr. Bokhari discussed their respective businesses. Over the course of the intervening months, Dr. Bokhari provided periodic updates about Legacy Pasqal’s business and industry generally to Messrs. Combes, Gundlach and Padula.

On January 11, 2026, Mr. Padula contacted Dr. Bokhari to inform him of the IPO, advise that the parties enter into a mutual non-disclosure agreement with respect to a potential strategic transaction (“NDA”) and schedule a teleconference to discuss interim updates related to Legacy Pasqal’s business and industry. Later that day, Bleichroeder’s counsel Reed Smith LLP (“Reed Smith”) prepared a draft NDA, which Mr. Padula shared with Dr. Bokhari.

On January 12, 2026, Legacy Pasqal sent the draft NDA to their counsel Orrick, Herrington & Sutcliffe LLP (“Orrick”) for review.

From January 12 through January 14, 2026, representatives of Bleichroeder and Reed Smith exchanged drafts of the NDA with representatives of Legacy Pasqal and Orrick.

On January 14, 2026, Bleichroeder and Legacy Pasqal entered into the NDA.

On January 16, 2026, Bleichroeder delivered a due diligence request list to Legacy Pasqal and received initial access to Legacy Pasqal’s data room.

On January 20, 2026, Mr. Gundlach and Dr. Bokhari, along with Pierre Bonnin, strategic advisor to Legacy Pasqal, had dinner in Paris, with Mr. Padula joining via telephone, and discussed the details regarding a potential strategic transaction, including Legacy Pasqal’s growth trajectory and capital needs, governance considerations for a combined company and potential transaction timing. Dr. Bokhari advised that Legacy Pasqal was targeting entry into a business combination agreement on or before February 28, 2026, to avoid a contractual valuation reset applicable to its outstanding Series C preferred stock, which would reduce the pre-money valuation from $1.36 billion to $1.16 billion and result in the issuance of additional rights to Series C holders on a 1:5 basis, resulting in significant dilution to Legacy Pasqal’s shareholders. Dr. Bokhari also indicated that Legacy Pasqal had previously pursued a de-SPAC transaction with another SPAC partner, where the LOI expired without progressing to a business combination agreement.

On January 22, 2026, Messrs. Combes, Gundlach and Padula held a call with Messrs. Bokhari and Bonnin to discuss the contents of the Legacy Pasqal data room. During this call, Dr. Bokhari provided an updated business overview and reviewed 2025 performance. Messrs. Combes, Gundlach and Padula asked detailed diligence questions regarding customers, revenue recognition, go-to-market strategy, current commercial traction of the business, Legacy Pasqal’s shareholder base and other matters to update their analysis of Legacy Pasqal.

Between January 20 and January 22, 2026, Bleichroeder and Reed Smith discussed preparation of an LOI, including, among other things, (i) lock-up provisions, (ii) sponsor shares, (iii) non-compete, (iv) potential dual-listing on Euronext Paris, (v) thew New Pasqal equity incentive plan, and (vi) the New Pasqal Board and management composition.

On January 23, 2026, Bleichroeder submitted a draft LOI to Legacy Pasqal.

On January 23, 2026, Bleichroeder contacted Global Quantum Intelligence (“GQI”) to discuss a potential technical due diligence engagement whereby GQI would assist Bleichroeder in diligence of Legacy Pasqal’s quantum computing and quantum software technologies. Given the highly specialized and technical nature of the quantum sector, Bleichroeder was focused on engaging a technical expert that could thoroughly diligence Legacy Pasqal’s quantum hardware and software and provide insight on the benefits and considerations of the technology, both on an absolute basis and relative basis (i.e., compared to peers within the industry and across modalities).

Between January 24 and January 27, 2026, Messrs. Combes, Gundlach and Padula spoke with and exchanged e-mails with Messrs. Bokhari and Bonnin regarding the LOI and related transaction considerations. During this time, representatives of Reed Smith and Orrick exchange drafts of the LOI. Mr. Gundlach spoke with members of the Bleichroeder Board by phone to review key terms. Items negotiated included, among other things, (i) the minimum cash condition, (ii) various provisions related to potential financings, including the Investment (as defined below), (iii) French law considerations, (iv) composition of the New Pasqal Board and management team, (v) the New Pasqal equity incentive plan, (vi) post-closing formation of a subsidiary in consideration of potential future defense applications, and (vii) the time period for dual listing on Euronext Paris, subject to market performance and exchange requirements.

On January 27, 2026, Mr. Padula contacted Newbridge to discuss a potential engagement for Newbridge to provide a fairness opinion in connection with the proposed transaction. Later on January 27, 2026, Newbridge executed an NDA with Bleichroeder and provided a list of their de-SPAC fairness opinion credentials, including precedent transactions within the computing sector.

On January 27, 2026, Bleichroeder also executed an NDA with GQI to discuss the proposed LOI and the terms of a potential engagement, contingent upon execution of the LOI, following which Mr. Padula and André Konig, Chief Executive Officer of GQI, discussed the potential transaction and details of the related engagement.

On January 28, 2026, Dr. Bokhari called Mr. Combes to advise him that Legacy Pasqal had received an indication from another SPAC. Dr. Bokhari requested a further updated financial analysis of a potential strategic transaction, which representatives of Bleichroeder provided to representatives of Legacy Pasqal.

Later on January 28, 2026, Mr. Bonnin called Messrs. Combes, Gundlach and Padula to provide feedback regarding their financial analysis and to seek clarification on the mechanics of the proposed transaction, following which Dr. Bokhari presented an updated financial analysis to the Legacy Pasqal Board.

On January 29, 2026, Mr. Bonnin provided regular e-mail and telephonic updates to Mr. Padula on the status of the discussions that were taking place between Legacy Pasqal management and the Legacy Pasqal Board. Messrs. Gundlach, Padula, Bokhari and Bonnin spoke by phone to review key terms the parties had been negotiating since January 24, 2026, as noted above. Representatives of Reed Smith and Orrick exchanged drafts of the LOI, reflecting the discussions. After final revisions, the parties reached alignment and prepared for execution.

On January 30, 2026, the LOI was executed.

On January 30, 2026, GQI delivered a scope of diligence work for the transaction, as well as proposed high-level terms of an engagement letter with Bleichroeder.

On February 1, 2026, GQI and Bleichroeder entered into an engagement letter.

On February 1, 2026, Messrs. Combes, Gundlach and Padula met with Messrs. Bokhari and Bonnin to discuss Bleichroeder’s detailed due diligence request list, including business, financial, legal and technical quantum diligence requests, as well as contemplated transaction timeline.

Later on February 1, 2026, Orrick delivered the first draft Business Combination Agreement to Reed Smith. Between February 1 and February 28, 2026, Orrick and Reed Smith, upon their respective discussions with Legacy Pasqal and Bleichroeder, exchanged drafts of the Business Combination Agreement to finalize its terms. Items negotiated included, among other things, (i) non-compete provisions applicable to key employees; (ii) customary bringdown conditions for fundamental representations; (iii) the scope of, and qualifiers applicable to, certain representations; (iv) transaction expenses; (v) the repayment of loans in the form of warrants or cash; (vi) customary publicity provisions; (vii) financial statement matters; (viii) customary closing conditions, including those relating to the potential Investment and the future PIPE financing; (ix) lock-up arrangements; (x) regulatory matters; (xi) termination rights, including associated break fees; (xii) forfeiture of founder shares to reduce the sponsor promote to 15%, together with a corresponding reduction in the conversion ratio of the sponsor’s private placement warrants; (xiii) Euronext-related matters; (xiv) New Pasqal board composition and other governance matters; and (xv) transaction expenses.

On February 2, 2026, Messrs. Combes, Gundlach, Padula, Bokhari and Bonnin, joined by representatives of Reed Smith and Orrick, held calls to discuss, among other things, an overview of the business and strategic rationale for the transaction, the timeline and process and potential financing options, including the potential Investment and future PIPE financing.

On February 3, 2026, Messrs. Combes, Gundlach and Padula had a follow up discussion with Messrs. Bokhari and Bonnin regarding the potential investor syndicate, diligence, operational matters and a site visit.

On February 4, 2026, Messrs. Gundlach and Padula and representatives of Reed Smith joined Messrs. Bokhari and Bonnin and representatives of Orrick to review structuring considerations. The discussions were focused on effecting a merger that kept the pro forma company a wholly French entity and foreign private issuer, while ensuring that the transaction would not create any immediate tax consequence in the United States, the Cayman Islands or France for investors.

On February 4, 2026, Messrs. Gundlach and Padula had a call with Mr. Konig to discuss the status of the GQI technical diligence report. Mr. Konig provided incremental requests needed from Pasqal for GQI to complete its work.

In early February 2026, Legacy Pasqal and Bleichroeder began preparations to seek additional financing in connection with the Business Combination, in coordination with Jefferies LLC (“Jefferies”), who had been engaged by Legacy Pasqal in November 2025 to act as placement agent in connection with one or more potential private offerings of securities. Legacy Pasqal and Bleichroeder also discussed the potential execution of a convertible financing with select key investors, which Legacy Pasqal and Bleichroeder contemplated would be conducted without the involvement of a placement agent, followed by a subsequent PIPE financing to occur following the public announcement of the transaction, with Jefferies acting as the lead placement agent. During these discussions, the parties, in consultation with legal counsel from Reed Smith and Orrick, addressed the necessity of amending the Jefferies November 2025 engagement letter to facilitate the proposed Investment (the “Jefferies Amendment”).

Following discussions of the contemplated Investment, Bleichroeder and Legacy Pasqal determined that engagement of a sales agent was not necessary and, for cost-efficiency reasons, determined to conduct investor outreach directly. Between February 4, 2026 and February 21, 2026, Bleichroeder negotiated with and entered into NDAs with a select group of institutional accredited investors, including Alyeska Master Fund, LP, Inflection Point Fund I LP (“Inflection Point”), Science and Technology Partners, Bpifrance Innovation I and Continental General Insurance Company, as well as four other investors that were ultimately not invited to participate in the Investment due to sizing considerations (together, the “Investors”). Following entry into an NDA with each Investor and prior to execution of the March 2026 SPA, Bleichroeder and Legacy Pasqal held management meetings with the Investors and engaged in preliminary discussions regarding the Business Combination and the Investment.

On February 8, 2026, Mr. Gundlach and Mr. Padula met with Mr. Konig to discuss Legacy Pasqal’s business, technology and strategy and understand how a technical scientist and third-party quantum expert would position the Legacy Pasqal equity story.

On February 9, 2026, prior to a site visited the following day, (i) Messrs. Combes, Gundlach and Padula of Bleichroeder, (ii) Messrs. Bokhari, Henriet and Reymond of Legacy Pasqal, (iii) Mr. Bonnin, (iv) Mr. Konig of GQI, (v) Mike Blitzer and Kevin Shannon of Inflection Point, and (vi) a representative of another investor that did not ultimately participate in the Investment attended a dinner in Paris, France.

On February 20, 2026, members of the Legacy Pasqal, Bleichroeder, Orrick and Reed Smith teams held a negotiation discussion of the Business Combination Agreement covering remaining legal points including, among others, the scope of certain representations, warranties and covenants provided by each party under the Business Combination Agreement, the parties to the lock-up agreement, the timing of the proposed dual-listing, the composition of the New Pasqal Board and restricted matters, the deadline for Legacy Pasqal to provide PCAOB-compliant financial statements, and the break-fee and related termination rights. These points were negotiated on the basis of prior discussions on these topics, including the terms of the LOI.

On February 20, 2026, Legacy Pasqal held a management meeting with the members of Newbridge as part of Newbridge’s diligence process in providing a complete and independent fairness opinion to the Special Committee of the Bleichroeder Board.

On February 21, 2026, Bleichroeder management and Newbridge held a call to discuss the fairness opinion and related matters. Newbridge provided an overview of their methodology and preliminary analysis.

On February 23, 2026, Bleichroeder contacted Cantor to discuss a potential engagement for Cantor to serve as Bleichroeder’s capital markets advisor in connection with the Business Combination.

On February 23, 2026, Messrs. Bokhari, Bonnin, Combes, Gundlach and Padula held a call to prepare for Legacy Pasqal’s Board meeting where Messrs. Combes, Gundlach and Padula were asked to present the proposed final Investment structure and initial investor demand and the terms and conditions of the Business Combination Agreement to the Legacy Pasqal Board.

On February 24, 2026, Messrs. Combes, Gundlach and Padula presented to the Legacy Pasqal Board.

At 4 p.m. Eastern Time on February 25, 2026, the Special Committee, consisting of Ms. Savitt, Mr. Theissen, Mr. Nyssen and Ms. Rasigni, held a meeting. Messrs. Combes, Gundlach and Padula, as well as representatives of Reed Smith, Ogier (Cayman) LLP (“Ogier”) and Newbridge attended to provide an overview of the proposed Business Combination, the Business Combination Agreement and the related transaction documents. Presentation materials and proposed drafts of the definitive agreements were made available to the members of the Special Committee in advance of the meeting. Ogier provided an overview of the fiduciary duties applicable to the Special Committee and the Bleichroeder Board. Reed Smith provided a summary of the findings of legal diligence conducted on Legacy Pasqal. Thereafter, Messrs. Gundlach and Padula provided their assessment of Legacy Pasqal, the key terms of the Business Combination and the due diligence that had been conducted in conjunction with the transaction. Newbridge provided a detailed overview of the process it took to evaluate the transaction, and the valuation ascribed to Legacy Pasqal. The Special Committee asked numerous questions of the representative of Newbridge, to which such representative responded. Thereafter, Newbridge rendered an oral opinion (which was subsequently confirmed in writing) to the effect that, as of that date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Pre-Transaction Equity Valuation to be paid by Bleichroeder in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the shareholders of Bleichroeder other than the Sponsor, and (ii) the Business Combination had an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the public shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at that time. The Special Committee continued its discussion after the representative of Newbridge left the meeting. Thereafter, representatives of Reed Smith provided an overview of the Business Combination Agreement and the other transaction documents, including the March 2026 SPA and exhibits thereto. After further discussion, the Special Committee unanimously resolved that the Business Combination, the Business Combination Agreement, the March 2026 SPA and the other transaction documents were in the best interests of Bleichroeder, and recommended that the Bleichroeder Board approve the Business Combination and the entry into the Business Combination Agreement and each other transaction document. Considering the extensive discussions held by the Special Committee, it was proposed that the Bleichroeder Board approval be completed via written resolutions in the coming days as definitive agreements were finalized. The recommendation of the Special Committee was adopted by unanimous written resolutions in lieu of a meeting dated February 26, 2026.

On February 25, 2026, Bleichroeder contacted Legacy Pasqal about its interest in an engagement with Cantor. Legacy Pasqal expressed concerns about the engagement, given Jefferies fees. Bleichroeder and Cantor discussed, and Cantor agreed to an “no fee” engagement.

On February 26, Cantor sent draft engagement letter to Bleichroeder. From February 26 through March 3, 2026, representatives of Bleichroeder and Reed Smith exchange drafts of the engagement letter with Cantor, clarifying the fee arrangement.

On February 26, 2026, by unanimous written resolutions in lieu of a meeting, the Bleichroeder Board unanimously (i) determined that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approved and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determined that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in Bleichroeder’s organizational documents, and (iv) recommended that shareholders of Bleichroeder vote “FOR” the Transaction Proposals. In approving the Business Combination, the Bleichroeder Board also determined that the aggregate fair market value of the proposed Business Combination was at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account). The Bleichroeder Board also approved the March 2026 SPA and the transactions contemplated thereby, delegating authority to each Bleichroeder director, office and authorized signatory to finalize the terms thereof and approve any related ancillary documentation.

On February 28, 2026, the Business Combination Agreement was fully executed and signatures were released.

On March 1, 2026, Reed Smith delivered the draft March 2026 SPA to the Investors. Between March 1 and March 4, 2026, Bleichroeder had discussions with the Investors regarding their feedback and the contemplated transaction structure, and the Investors provided comments on the March 2026 SPA, which were shared with Legacy Pasqal and Orrick. Items negotiated included, among other things, (i) tax matters, (ii) protective provisions, (iii) registration rights, (iv) transfer rights, (v) covenants, and (vi) events of default.

Between March 1, 2026 to March 3, 2026, representatives of Legacy Pasqal, Orrick, Bleichroeder, Reed Smith, Jefferies and Kirkland finalized the terms of the Jefferies Amendment pursuant to which Jefferies, among others, agreed to reduce its minimum fee and to add an investor to the list of investors for which Jefferies would earn a lower fee in connection with a PIPE Financing.

On March 3, 2026, Bleichroeder engaged Cantor as its capital markets advisor in connection with the Business Combination. Legacy Pasqal signed an acknowledgment of the engagement letter.

On March 4, 2026, the March 2026 SPA and the Jefferies Amendment were executed and signature pages were released.

On March 5, 2026, entry into the Business Combination Agreement was announced after the close of market. The March 2026 Financing was announced concurrently.

On May 5, 2026, representatives of Jefferies, Legacy Pasqal and Bleichroeder held a conference call to discuss a potential common equity PIPE financing (the “Common PIPE”) in connection with the Business Combination, including the anticipated timing, investor targets, timing of the filing of the Registration Statement on Form F-4 and the overall financing process. During the call, representatives of Legacy Pasqal and Bleichroeder determined to seek to launch the Common PIPE concurrently with the anticipated public filing of the Form F-4 on May 26, 2026. The parties also discussed updates to the investor presentation previously filed in connection with the Business Combination Agreement. Representatives of Bleichroeder and Jefferies continued revising the investor presentation during follow-up drafting sessions held on May 5 and May 6, 2026, and the parties discussed related financing matters during a regularly scheduled working group call on May 7, 2026.

On May 12, 2026, representatives of Bleichroeder held a call with representatives of Cantor to discuss the status of the transaction and financing process. During the call, representatives of Bleichroeder discussed Jefferies’ recommendation to launch the Common PIPE concurrently with the filing of the Form F-4, and representatives of Cantor indicated their view that such timing would allow Legacy Pasqal to capitalize on favorable market conditions. On May 19, 2026, Reed Smith delivered to Legacy Pasqal and Orrick drafts of Amendment No. 1 to the Agreement and Plan of Merger and Assignment and Assumption Agreement (the “Amendment and Assignment Agreement”). Among other things, the Amendment and Assignment Agreement provides for the assignment by Parent Merger Sub to Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France (“New Merger Sub”) of all of Parent Merger Sub’s right, title and interest in, to and under the Merger Agreement, and for New Merger Sub to accept such assignment and assume and agree to observe and perform Parent Merger Sub’s duties, obligations, terms, provisions, covenants and liabilities under the Merger Agreement from and after the date thereof.

On May 20, 2026, Orrick delivered to Reed Smith comments on the Amendment and Assignment Agreement. Additionally, on May 20, 2026, Reed Smith sent a draft of an Assignment and Assumption Agreement (the “SPA Assignment Agreement”) in relation to the SPA, pursuant to which New Merger Sub assumed all of Parent Merger Sub’s rights and obligations under the SPA and agreed to be bound by all provisions of the SPA applicable to Parent Merger Sub.

On May 18 and May 20, 2026, representatives of Bleichroeder, Legacy Pasqal, Orrick, Reed Smith, Jefferies and Kirkland also held working group calls to discuss preparations for the anticipated filing of the Form F-4 and the concurrent launch of the Common PIPE, including related investor presentation materials and proposed press release language.

On May 21, 2026, representatives of Legacy Pasqal, Bleichroeder and Jefferies participated in a working session regarding revisions to the investor presentation. Later that day, representatives of Jefferies informed representatives of Legacy Pasqal and Bleichroeder that another Jefferies investment banking team was serving as a bookrunner in connection with the proposed initial public offering of a company operating in the quantum computing industry. In light of such offering, representatives of Jefferies proposed to delay a launch of the Common PIPE by approximately one week until after the anticipated pricing of the other company’s initial public offering. Following further discussions between representatives of Legacy Pasqal and Bleichroeder, representatives of Legacy Pasqal and Bleichroeder determined that they preferred to continue pursuing a launch concurrently with the filing of the Form F-4 rather than delay the financing process by a week, including based on their discussions with other capital markets advisors on May 22, 2026.

On May 22, 2026, Reed Smith delivered an updated draft of the Assignment and Assumption Agreement. Orrick delivered comments to Reed Smith to the Assignment and Assumption Agreement.

Subsequent to discussions among Legacy Pasqal, Bleichroeder and Jefferies on May 22, 2026 and May 23, 2026 regarding the timing of the announcement of the launch of the Common PIPE, Jefferies submitted on May 24, 2026 a notice to Legacy Pasqal terminating its engagement in connection with the proposed Common PIPE in light of Legacy Pasqal’s decision to continue pursuing a launch of the Common PIPE concurrently with the filing of the Form F-4 and prior to the anticipated pricing of the other company’s initial public offering. Also on May 24, 2026, representatives of Legacy Pasqal and Bleichroeder held discussions with representatives of Cantor regarding Cantor’s ability to support the proposed Common PIPE financing. During those discussions, representatives of Cantor expressed confidence regarding market receptivity to a proposed financing transaction and a contemplated launch date simultaneous with the filing of the Form F-4, and Legacy Pasqal thereafter indicated its intention to engage Cantor in connection with the proposed financing process.

On May 26, 2026, the Amendment and Assignment Agreement and the SPA Amendment were executed and signature pages were released.

Alternative Transactions

Neither Legacy Pasqal, on the one hand, nor Bleichroeder, Merger Sub nor New Pasqal will, and such persons will cause each of their respective Subsidiaries, Affiliates and Representatives not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in negotiations with any person concerning, or make any offers or proposals related to, any Alternative Transaction (as defined below), (ii) take any other action intended or knowingly designed to facilitate the efforts of any person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any contract related to any Alternative Transaction. The term “Alternative Transaction” means any of the following transactions involving Legacy Pasqal, or any direct or indirect subsidiary of Legacy Pasqal, or any of Bleichroeder, Merger Sub or New Pasqal (other than the Business Combination): (i) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, or (ii) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such person (other than the sale, the lease, transfer or other disposition of assets in the ordinary course of business) or any class or series of the share capital or capital stock or other equity interests of Legacy Pasqal or the its direct or indirect subsidiaries or Bleichroeder, Merger Sub or New Pasqal in a single transaction or series of transactions.

The Special Committee’s and Bleichroeder Board’ Reasons for Approval of the Business Combination

On February 16, 2026, the Special Committee of the Bleichroeder Board engaged Newbridge Securities Corporation for the benefit of its Board in connection with the consideration by the Bleichroeder Board of the Business Combination between Bleichroeder and Legacy Pasqal. Subject to various procedures, terms, conditions, assumptions, qualifications and limitations, Newbridge valued Legacy Pasqal. On February 25, 2026, Newbridge presented to the Special Committee a draft fairness opinion that it was prepared to render on the Business Combination, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Business Combination is fair, from a financial point of view, to the Bleichroeder shareholders (other than the Sponsor). The Special Committee recommended the Business Combination to the Bleichroeder Board on February 26, 2026, and the Bleichroeder Board approved and recommended the Business Combination on February 26, 2026. On February 28, 2026, Newbridge rendered its formal written opinion that as of that date the Pre-Transaction Equity Valuation to be paid by Bleichroeder for Legacy Pasqal as provided in the Business Combination Agreement is fair to Bleichroeder and its public shareholders from a financial point of view. See discussion under “Summary of the Opinion of Newbridge Securities as Financial Advisor to the Special Committee.” All descriptions of and disclosures concerning the Newbridge opinion are qualified in their entirety by reference to the specific text of the opinion, a copy of which is included as Annex J to this proxy statement/prospectus.

In reaching its unanimous resolution by the Bleichroeder Board as described elsewhere in this proxy statement/prospectus to (i) determine that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approve and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determine that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in Bleichroeder’s organizational documents, and (iv) recommend that shareholders of Bleichroeder vote “FOR” each of the Transaction Proposals, the Bleichroeder Board and the Special Committee considered a wide variety of factors in connection with its evaluation of the Business Combination, including the fact that the Business Combination does not permit the Bleichroeder Board to change, withdraw, withhold, qualify or modify its recommendation in favor of adoption of the Transaction Proposals. In light of the complexity of those factors, the Bleichroeder Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the Bleichroeder Board may have given different weight to different factors. Bleichroeder’s

reasons for the Bleichroeder Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

In evaluating the Business Combination, and before making these determinations and recommendations, the Bleichroeder Board consulted with its management team, legal counsel, quantum expert diligence advisors and other advisors and considered a variety of factors. In light of the complexity of those factors, the Bleichroeder Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of the Bleichroeder Board may have given different weight to different factors in their evaluation of the Business Combination. Among those factors, the Bleichroeder Board reviewed the results of due diligence conducted by Bleichroeder’s management, legal advisors, quantum expert diligence advisors and third-party consultants, which included:

•        Research on the quantum computing industry, including both hardware and software, and related quantum computing modalities, neutral atom versus trapped ion, etc., which affirmed Bleichroeder’s belief that there is ample opportunity for first movers in the industry, both globally and specifically within the United States, to solidify competitive positioning and capitalize on significant commercial and sovereign initiatives on quantum computing;

•        Conference calls and in person meetings with Legacy Pasqal’s management team and representatives regarding operations, company hardware and software, intellectual property, end customer markets, total addressable market and growth prospects, among other customary due diligence matters;

•        Review of Pasqal’s historical financial investments, including Legacy Pasqal’s raising of approximately €300 million in financing by certain reputable accredited investors, including Bpifrance, European Innovation Council, and Temasek;

•        Findings of third-party commercial due diligence review of Legacy Pasqal’s operations and business strategy, such as its strategy to pursue analog quantum computing prior to reaching fault tolerant quantum computing and why this is a competitive advantage in the market;

•        Review of Pasqal’s historical financials, current and targeted sovereign and commercial end markets, intellectual property and information technology and certain other legal due diligence; and

•        Multiple due diligence trips to Pasqal’s facilities in Palaiseau, France.

•        The prospectus for the IPO states that Bleichroeder intended to seek businesses in the TMT sectors, as well as attractive business opportunities within sectors that are being transformed via technology adoption, the following sub-sectors were of particular interest based on the management team’s experience, network and focus:

•        Advanced connectivity driven by digital infrastructure providing global internet access; including remote areas previously unserved by traditional telecommunications networks;

•        Adoption of artificial intelligence (“AI”) capabilities such as machine learning and natural-language processing — which is either currently impacting or has the near-term potential to impact effectively all industries, including those with high barriers to entry;

•        Continued mobile and digitalization across vast swaths of the economy;

•        Digital-trust’ technologies facilitating the continued development of online and mobile-first solutions across sensitive sectors (e.g., financial technology, payments, communications, etc.);

•        Widespread adoption of cloud computing and other solutions that allow small and medium-sized companies to thrive without incurring substantial fixed costs;

•        Next-generation software development enabling nontechnical employees and entrepreneurs to create applications and develop solutions that optimize complicated tasks and organizational needs;

•        Emergence of autonomous robotics across manufacturing, logistics, healthcare, and consumer applications — enhancing productivity, reducing costs, and enabling entirely new classes of services and business models;

•        Early-stage commercialization of quantum computing centered on capturing value from the industry shift from equipment and components to application software and services, enhancing accessibility and integration across sectors;

•        Autonomous mobility aiming to shift towards intelligent, zero emission mobility ecosystems from traditional transportation with priorities on sustainability, efficiency, and user-centric innovation.

•        Additionally, the prospectus for the IPO states that Bleichroeder would focus on businesses with emphasis on the following favorable industry and business characteristics, including:

•        utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

•        has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

•        provides a platform for add-on acquisitions, which we believe will be an opportunity for our sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

•        would benefit from our Co-Founders’ and management team’s experience, which can be applied to improve the operations and market position of the target;

•        has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

•        has a differentiated or unique product offering with multiple avenues for growth and margin expansion;

•        is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

•        exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the marketplace based on our analysis and due diligence review;

As detailed above, the prospectus for the IPO identified the general criteria and guidelines that Bleichroeder believed would be important in evaluating prospective target businesses, although Bleichroeder indicated that these criteria are not intended to be exhaustive. Any evaluation by Bleichroeder relating to the merits of a particular business combination may be based on additional considerations, factors and criteria that our management team may deem relevant. Bleichroeder may enter into a business combination with a target business that does not meet these criteria and guidelines. The Bleichroeder Board considered these criteria in its evaluation of Pasqal.

•        Significant Historical Commercial Traction and Business and Financial Prospects:    Bleichroeder searched for targets with a differentiated and defensible technology offering that are already demonstrating commercial traction, with multiple avenues for growth and margin expansion. Pasqal satisfies this criterion. Legacy Pasqal has developed a differentiated neutral atom quantum computing platform and is already generating commercial revenue through the deployment of quantum processing units capable of solving problems beyond the reach of classical systems. Customers include Sumitomo, LGE and CMA CGM and other blue chip customers globally. To date, Pasqal has installed seven quantum processing units, with three additional quantum processing units currently in production, demonstrating early but meaningful commercialization in a nascent industry. Bleichroeder believes that, given increasing demand across industries such as defense, energy, pharmaceuticals, and advanced materials, Legacy Pasqal is well positioned to scale alongside market adoption. As demand for quantum computing accelerates, Bleichroeder believes Legacy Pasqal is positioned to expand its production capacity, drive operating leverage, and capitalize on multiple growth vectors across hardware, software, and applications.

•        Experienced and Committed Management Team:    The Bleichroeder Board considered the fact that New Pasqal is expected to be led by members of Pasqal’s senior management team, who have deep technology expertise and extensive experience in quantum computing and software, in a number of sectors. The senior management team is expected to remain with New Pasqal in the capacity of officers and/or directors, which will provide helpful continuity in advancing New Pasqal’s strategic goals.

•        Provides a Platform for Add-On Acquisitions:    Bleichroeder searched for companies which would provide a platform for add-on acquisitions, which Bleichroeder believes would be an opportunity for the Sponsor and its members and Bleichroeder’s management team to deliver incremental shareholder value post-acquisition. Bleichroeder believes that Legacy Pasqal satisfies this criterion. Quantum computing remains a highly nascent and fragmented industry, with multiple competing modalities (neutral atoms, superconducting, photonics, ion traps) and no dominant platform. The Sponsor believes this creates a compelling opportunity for Legacy Pasqal to serve as a consolidation platform through targeted acquisitions across hardware, software, and application layers. With its differentiated neutral atom approach, early commercial deployments, and growing ecosystem partnerships, Legacy Pasqal is well positioned to pursue strategic acquisitions of complementary technologies and teams. The Sponsor believes that a disciplined M&A strategy will enable Pasqal to accelerate product development, expand its application stack, and establish itself as a global leader in quantum computing. The Bleichroeder team is optimistic about opportunities for Pasqal to grow its business after the Business Combination by working with other companies which have complementary technologies and capabilities.

•        Reasonableness of Valuation:    Following a review of the financial data provided to the Bleichroeder Board, including Legacy Pasqal’s historical financial statements and certain draft unaudited financial information for the fiscal year ended 2025, Bleichroeder’s due diligence review of Legacy Pasqal’s business and the views of Bleichroeder’s fairness opinion provider (which supported Bleichroeder management’s view regarding valuation), the Bleichroeder Board considered the aggregate consideration to be paid and determined that the aggregate consideration was reasonable in light of such data and financial information.

•        Commitment of Existing Shareholders and Sovereign Backing:    The Bleichroeder Board considered the fact that Pasqal’s founders and key institutional shareholders, most notably Bpifrance, as the French public investment bank. Further, Bpifrance’s commitment to assuming a board seat in the pro-forma company reflects the support and commitment to the continued growth prospects and support of a French national asset.

In the course of their deliberations, the Special Committee and the Bleichroeder Board considered a variety of uncertainties, risks and other challenges relevant to the Business Combination, including the below (which are not weighted or in any order of significance):

•        Technological and Market Adoption Risk:    Legacy Pasqal is highly reliant on the success of its proprietary neutral-atom quantum computing technology, which remains in an early stage of development within a rapidly evolving sector with uncertain timelines to broad commercial adoption. While Legacy Pasqal has demonstrated meaningful progress with neutral atom quantum systems, including commercially deployed analog quantum processors, the industry as a whole has yet to achieve large-scale fault-tolerant quantum computing, and it is unclear which architectures or approaches will ultimately prove dominant. There is risk that technological advancements may take longer than anticipated, that competing modalities (e.g., superconducting, trapped ion, or photonic systems) may outperform neutral atom approaches, or that customer demand develops more slowly than expected. Customers and partners use Legacy Pasqal’s quantum processing units (QPUs) for complex computational tasks that may be critical to their operations, research, or strategic decision-making, and enterprise and government users are still in the early stages of identifying high-value quantum use cases, with many applications remaining in proof-of-concept phases, which may delay meaningful revenue scale. If errors or defects in New Pasqal’s technology impair the operation of its QPUs, result in inaccurate computational outputs, or cause system failures, significant customer losses, reputational harm, and legal liability could result. Any of these events could expose New Pasqal to claims and significant liability, adversely affect its financial condition and results of

operations, and imperil the ongoing operation of its business. Accordingly, New Pasqal’s growth prospects are dependent not only on its own execution but also on the maturation of the broader quantum ecosystem, including software tooling, developer adoption, and integration into classical computing environments.

•        Limited Customer:    Base Legacy Pasqal currently relies on a relatively small group of customers, primarily government agencies, research institutions, and early-stage enterprise partners. While these relationships validate Legacy Pasqal’s technology, many are pilot programs or proof-of-concept engagements rather than long-term, recurring contracts. As a result, Legacy Pasqal is exposed to changes in funding priorities and may face limited revenue visibility. If Legacy Pasqal is unable to expand and diversify its customer base or convert existing relationships into scaled commercial deployments, its business and financial condition could be adversely affected.

•        Regulatory Risk:    Legacy Pasqal is subject to French foreign investment regulations and the oversight of the French Ministry of the Economy, which require prior authorization for certain transactions involving non-French investors or changes of control. Additionally, Legacy Pasqal is subject to export control regulations that may restrict its ability to sell its quantum computing technology in certain markets. If New Pasqal fails to obtain required governmental authorizations, or if such authorizations are modified, suspended, or revoked, New Pasqal may be unable to complete strategic transactions, expand internationally, or commercialize its technology on the timelines it projects, which may have an adverse impact on its business, financial condition, and results of operations.

•        Benefits Not Achieved:    The risk that the potential benefits of the Business Combination or anticipated performance of New Pasqal may not be fully achieved, or may not be achieved within the expected timeframe and that the results of operations of New Pasqal business may differ materially from the historical financial statements prepared by Legacy Pasqal and reviewed by the Bleichroeder Board.

•        Liquidation of Bleichroeder:    The risks and costs to Bleichroeder if the Business Combination is not completed, including the risk of diverting management focus and resources from other businesses combination opportunities, which could result in Bleichroeder being unable to effect an initial business combination within the required timeframe under the Existing Governing Documents and force Bleichroeder to liquidate and the Bleichroeder Rights to expire and become worthless.

•        Shareholder Vote:    The risk that the shareholders of Bleichroeder may fail to approve the Business Combination.

•        Closing Conditions:    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within the parties’ control.

•        Litigation:    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses:    The fees and expenses associated with completing the Business Combination.

•        Interests of Certain Persons:    The Special Committee and the Bleichroeder Board were aware that the Sponsor, Bleichroeder’s Board and management team have interests in the Business Combination that are in addition to, and that may be different from, the interests of unaffiliated Bleichroeder shareholders. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders. The Bleichroeder Board took several steps to mitigate these potential conflicts of interest, including requiring Special Committee approval of the Business Combination. The Special Committee also engaged Newbridge to render an opinion on the fairness to Bleichroeder’s unaffiliated shareholders of the consideration to be paid by Bleichroeder to acquire Legacy Pasqal.

•        Public Shareholders Will Have a Minority Ownership Interest in New Pasqal:    The fact that current Bleichroeder shareholders will experience immediate dilution as a consequence of the issuance of shares of New Pasqal as consideration in the Business Combination and, as a result, such shareholders will collectively own a minority interest in New Pasqal after the Closing. Having a minority ownership interest may reduce the influence that current shareholders of Bleichroeder have on the management of New Pasqal.

•        Competition.    The fact that there are a number of companies competing in the quantum computing space and the possibility that Legacy Pasqal may be unable to attract additional customers, or the possibility that one of its competitors may be able to develop new technologies or business strategies that may negatively impact New Pasqal’s growth prospects.

•        Redemption.    The risks and costs to Bleichroeder if the Business Combination is not completed, including the risk of diverting management focus and resources from other initial business combination opportunities, which could result in Bleichroeder being unable to effect an initial business combination by within the time set forth in the Existing Governing Documents forcing Bleichroeder to redeem the public shares for a pro rata portion of the funds held in the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirement of other applicable law, and the Bleichroeder rights to expire and become worthless.

•        Public Company Status.    The requirements of being a public company, including compliance with the SEC’s requirements regarding internal control over financial reporting, may strain New Pasqal’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than New Pasqal anticipates.

•        Other Risks:    The various other risks associated with the Business Combination, Bleichroeder’s business and the business of Legacy Pasqal described in the “Risk Factors” section of this proxy statement/prospectus.

In addition to considering the factors described above, the Special Committee of the Bleichroeder Board also recognized and considered that the Sponsor, its affiliates and the officers and directors of Bleichroeder have interests in the Business Combination that are in addition to, and that may be different from, the interests of the public shareholders resulting in potential conflicts of interests. The Bleichroeder Board reviewed and considered the foregoing interests during the negotiation of the Business Combination and in evaluating and unanimously approving the Business Combination Agreement and the transactions contemplated therein.

The Bleichroeder Board did not prepare a separate standalone valuation or appraisal of Legacy Pasqal. In evaluating the reasonableness of the aggregate consideration to be paid in the Business Combination, the Bleichroeder Board considered valuation-related analyses prepared by Bleichroeder management and by Newbridge, the Newbridge fairness opinion delivered to the Special Committee on behalf of the Bleichroeder Board, Legacy Pasqal’s historical and unaudited financial information for fiscal year 2025, the diligence materials reviewed in connection with the Business Combination, and market data regarding publicly traded and recently de-SPAC’d quantum computing peers and recently completed business combination transactions in the quantum sector. Newbridge served as financial advisor to the Special Committee in connection with the Business Combination, performed financial analyses and rendered the Newbridge fairness opinion described elsewhere in this prospectus. Newbridge did not negotiate the aggregate consideration or other transaction terms.

The financial information of Legacy Pasqal that was reviewed by the Bleichroeder Board in connection with its evaluation of the Business Combination consisted of Legacy Pasqal’s unaudited financial information for fiscal year 2025, including unaudited revenue of approximately $19.4 million, cash of approximately $145.0 million and debt of approximately $0.0 million. Based on the agreed Pre-Transaction Equity Valuation of Legacy Pasqal of $2.0 billion, less Legacy Pasqal’s cash and plus Legacy Pasqal’s debt, the implied pre-money enterprise value of Legacy Pasqal was approximately $1,855.0 million, representing an implied enterprise value to fiscal year 2025 revenue multiple of approximately 95.6x. The Bleichroeder Board reviewed the same unaudited fiscal year 2025 financial information of Legacy Pasqal that was reviewed by Newbridge in connection with the preparation of its financial analyses and the Newbridge fairness opinion. Neither the Bleichroeder Board nor Newbridge reviewed any forecasts or projections of Legacy Pasqal’s future financial performance, and no such forecasts or projections were prepared by Legacy Pasqal management for use by either the Bleichroeder Board or Newbridge.

The determination of Legacy Pasqal’s $2.0 billion Pre-Transaction Equity Valuation was based on a thorough assessment of its operational status, secured customer engagements, and technological advancements. Legacy Pasqal is a neutral-atom quantum computing company, which has installed seven quantum computers to date with three additional systems currently in production. Legacy Pasqal recorded approximately 100% revenue growth in 2025 (unaudited) and has approximately $80 million in booked and awarded business, including grants and

multi-year commercial contracts expected to be realized over time. Legacy Pasqal currently serves more than 25 commercial customers and partners, including Sumitomo, CMA CGM, and LGE, and maintains strategic technology partnerships with IBM (as a member of the IBM Quantum Network) and NVIDIA, integrating its quantum systems natively into accelerated and high-performance computing environments. Legacy Pasqal benefits from deep scientific leadership, having been co-founded by 2022 Nobel Prize Laureate Alain Aspect, and is further supported by French sovereign backing through equity participation and strategic partnerships. The valuation-related analyses considered by the Bleichroeder Board, prepared by Bleichroeder management and by Newbridge, applied multiple methodologies, including (i) a market multiple approach (benchmarking against publicly traded and recently de-SPAC’d quantum computing peers such as IonQ, Inc., D-Wave Quantum Inc., Rigetti Computing, Inc., Xanadu Quantum Tecnologies Inc. (“Xanadu”), Infleqtion, Inc. (“Infleqtion”), and IQM Finland Oy (“IQM”)), assuming the last twelve months revenue multiple to enterprise value, (ii) a comparable transaction analysis (based on recently completed business combination transactions in the quantum-sector, including Infleqtion’s $1.8 billion pre-money valuation, Xanadu’s $3.0 billion pre-money valuation, IQM’s $1.8 billion pre-money valuation, as well as other private financings), and (iii) growth-stage deep-tech valuation techniques. These assessments accounted for Legacy Pasqal’s QPU base, contracted revenue backlog, blue-chip customer roster, manufacturing scalability, supporting the Bleichroeder Board’s view that the agreed Pre-Transaction Equity Valuation of Legacy Pasqal of $2.0 billion was reasonable.

The Bleichroeder Board concluded that the potential benefits that it expected Bleichroeder and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. The Bleichroeder Board also noted that Bleichroeder shareholders would have a substantial economic interest in the combined company (depending on the level of Bleichroeder shareholders that sought redemption of their Bleichroeder public shares into cash). Accordingly, the Bleichroeder Board unanimously determined that the Business Combination Agreement, the related agreements to which Bleichroeder is a party and the Business Combination is fair to, and in the best interests of, Bleichroeder and its shareholders.

After careful consideration, on February 26, 2026, the Bleichroeder Board, based in part upon the recommendation of the Special Committee, unanimously (i) determined that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approved and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determined that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in the Existing Governing Documents, and (iv) recommended that shareholders of Bleichroeder vote “FOR” each of the Transaction Proposals.

Certain Engagements in Connection with the Business Combination and Related Transactions

Cantor Engagement

Cantor Fitzgerald & Co. (“Cantor”) was engaged by Bleichroeder on March 3, 2026 as Bleichroeder’s financial advisor in connection with the Business Combination. In connection to its services as financial advisor to Bleichroeder, Cantor is not entitled to any fees or compensation, except as follows:

(1)    if the Business Combination is consummated, Cantor is entitled to any reasonable and documented out-of-pocket expenses incurred by Cantor in connection with its engagement as Bleichroeder’s financial advisor (the “Cantor Reimbursable Expenses”), such aggregate amount of Cantor Reimbursable Expenses (including legal expenses) shall not exceed $400,000, and no individual expense (other than legal expenses) shall exceed $10,000, in each case, unless preapproved in advance by Bleichroeder, and

(2)    if the Business Combination or any financing and/or offering of securities undertaken in connection with the Business Combination (“Concurrent Financing”) is consummated, Cantor is entitled to receive reasonable and customary capital markets advisory and placement agency fees relating to such Concurrent Financing, whereby Cantor has the right, but not the obligation, to act as Bleichroeder’s (a) capital markets advisor in connection with the consummation of the Business Combination, and (b) joint lead placement agent for any Concurrent Financing.