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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to       

Commission File Number 333-291359

Beacon Topco, Inc.*

(Exact name of registrant as specified in its charter)

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(443) 917-0966

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

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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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☒ No ☐

As of July 10, 2026, there were 100 outstanding shares of the registrant’s common stock, $0.0001 par value per share.

The registrant meets the conditions set forth in General Instructions (H)(1)(a) and (b) of Form 10-Q and therefore is filing this form with the reduced disclosure format permitted by Form 10-Q.

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EXPLANATORY NOTE

Beacon Topco, Inc. (the “Company”), a Delaware corporation, was formed on September 24, 2025 for purposes of consummating the transactions described herein, and is a wholly-owned, direct subsidiary of Barinthus Biotherapeutics plc.

On April 22, 2026, the United States Securities and Exchange Commission (the “SEC”) declared effective the Registration Statement on Form S-4, as amended (the “Registration Statement”), of the Company. The Company has not commenced operations, has no assets or liabilities, and has not engaged in any significant activities other than those related to its formation from its incorporation on September 24, 2025 through June 30, 2026.

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PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements.

BEACON TOPCO, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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¹Indicates an amount less than 1

See notes to consolidated financial statements.

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BEACON TOPCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

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(Unaudited)

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See notes to consolidated financial statements.

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BEACON TOPCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

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(Unaudited)

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See notes to consolidated financial statements.

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BEACON TOPCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

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(Unaudited)

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See notes to consolidated financial statements.

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BEACON TOPCO, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EQUITY

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(Unaudited)

¹Indicates an amount less than 1

See notes to consolidated financial statements.

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BEACON TOPCO, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Item 2.       Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We are a Delaware corporation formed on September 24, 2025 as a wholly-owned subsidiary of Barinthus Biotherapeutics plc (“Barinthus Bio”) for purposes of consummating a business combination (the “Transactions”) with Barinthus Bio and Clywedog Therapeutics, Inc., a Delaware corporation (“Clywedog”). We have one wholly-owned direct subsidiary, Cdog Merger Sub, Inc. (“Merger Sub”), which is a Delaware corporation. We have not commenced operations and have not engaged in any significant activities other than those related to our formation from our incorporation on September 24, 2025 through June 30, 2026.

On September 29, 2025, we entered into an Agreement and Plan of Merger (the “Original Merger Agreement”) with Barinthus Bio, Merger Sub, and Clywedog, as amended by that certain Amendment to the Original Merger Agreement, dated as of February 22, 2026 (such amendment, the “Merger Agreement Amendment” and, together with the Original Merger Agreement, as it may be further amended or modified from time to time, the “Merger Agreement”), pursuant to which (i) we will acquire all of the outstanding share capital of Barinthus Bio via a scheme of arrangement in accordance with Part 26 of the United Kingdom Companies Act 2006, and (ii) Merger Sub will merge with and into Clywedog, with Clywedog surviving as our wholly-owned subsidiary. Upon closing, Barinthus Bio shareholders are expected to own approximately 34% and Clywedog stockholders approximately 66% of our outstanding capital stock on a fully diluted basis, based on the respective capitalizations of Barinthus Bio and Clywedog as of the date the parties entered into the Merger Agreement. The Transactions have been unanimously approved by the boards of directors of each of Barinthus Bio and Clywedog.

On April 22, 2026, the United States Securities and Exchange Commission (the “SEC”) declared effective our Registration Statement on Form S-4, as amended, to register shares of our common stock, par value $0.0001 per share, that will be issued in connection with the Transactions.

At the closing of the Transactions, our shares of common stock will be listed on the Nasdaq Stock Market under the ticker symbol “CLYD,” and we will be renamed “Clywedog Therapeutics Holdings, Inc.”

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Item 4.       Controls and Procedures.

Our principal executive officer and principal financial officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act.

There have been no changes in our internal control over financial reporting during the current fiscal quarter that have materially affected, or are reasonably likely to materially affect, the effectiveness of such controls.

PART II - OTHER INFORMATION

Item 1A.     Risk Factors.

During the period covered by this report, we did not conduct any significant activities other than those related to its formation and the matters contemplated by the Transactions. See “Cautionary Statement Regarding Forward Looking Statements” and “Risk Factors” in our Registration Statement on Form S-4 (File No. 333-291359) filed with and declared effective by the SEC on April 22, 2026, which is incorporated by reference herein.

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Item 6.      Exhibits.

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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