As filed with the U.S. Securities and Exchange Commission on September 9, 2026.

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

_____________________________

FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

PASQAL HOLDING SA

(Exact name of registrant as specified in its charter)

_____________________________

24, rue Emile Baudot
91120 Palaiseau
France
+33 (0) 7 49 63 73 31

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

_____________________________

Cogency Global Inc.
Chief Executive Officer
122 East 42nd Street, 18th Floor
New York, NY 10168
Telephone: 212-947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

Albert W. Vanderlaan
Marsha Mogilevich
Orrick, Herrington & Sutcliffe LLP
51 West 52nd Street
New York, New York 10019
(617) 880-2219

_____________________________

Approximate date of commencement of proposed sale to the public: From time to time on or after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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. ☐

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

Emerging growth company  ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Pursuant to Rule 429 under the Securities Act, the prospectus contained in this Form F-1 Registration Statement will be used as a combined prospectus in relation with (i) this Form F-1 Registration Statement and (ii) the Registration Statement on Form F-4, as amended (File No. 333-296239) that was declared effective by the Securities and Exchange Commission on August 5, 2026 (the “F-4 Registration Statement”). This Form F-1 Registration Statement constitutes Post-Effective Amendment No. 1 to the F-4 Registration Statement. Such Post-Effective Amendment will become effective concurrently with the effectiveness of this Form F-1 Registration Statement in accordance with Section 8(c) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant 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 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling security holders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated September 9, 2026

PRELIMINARY PROSPECTUS

PASQAL HOLDING SA

Up to 17,333,333 Ordinary Shares Issuable Upon Exercise of Warrants

and

Up to 286,674,886 Ordinary Shares
Up to 7,750,000 Private Placement Warrants
Offered by the Selling Securityholders

This prospectus relates to the issuance by us of an aggregate of up to 17,333,333 ordinary shares, €0.02 par value per share (the “Ordinary Shares”), which consists of (i) up to 9,583,333 Ordinary Shares that are issuable upon the exercise of 9,583,333 warrants (the “Public Warrants”) originally issued in the initial public offering of Bleichroeder Acquisition Corp. II (“Bleichroeder”) and (ii) up to 7,750,000 Ordinary Shares that are issuable upon the exercise of 7,750,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) originally issued in a private placement to Bleichroeder Sponsor 2 LLC (the “Sponsor”), Cohen & Company Securities, LLC (“Cohen”) and Clear Street LLC (“Clear Street”) in connection with the initial public offering of Bleichroeder. Each Warrant is exercisable at $11.50 per Ordinary Share, subject to adjustment. We will receive the proceeds from any exercise of the Warrants to the extent such Warrants or Investment Warrants are exercised for cash.

This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of (i) up to 286,674,886 Ordinary Shares, consisting of (a) up to 56,287,179 Ordinary Shares issuable upon conversion of the Senior Unsecured Convertible Bonds (the “Convertible Bonds”) issued pursuant to the Securities Purchase Agreement, dated as of March 4, 2026 and as amended on May 23, 2026 (the “March 2026 SPA”), assuming a conversion price of $7.80 per Ordinary Share and taking into account payment-in-kind interest accrued for a period of three years from the Closing Date, (b) up to 50,080,128 Ordinary Shares issuable upon exercise of the Investment Warrants issued pursuant to the March 2026 SPA, assuming an exercise price of $7.80 per Ordinary Share, (c) up to 9,583,333 Ordinary Shares held by certain securityholders, received upon conversion and subsequent distribution by the Sponsor of 9,583,333 Bleichroeder Class B ordinary shares (the “Founder Shares”) in connection with the Business Combination (defined below), (d) up to 7,750,000 Ordinary Shares issuable upon exercise of the Private Placement Warrants, (e) up to 162,974,246 Ordinary Shares issued to certain former shareholders of Pasqal Holding SAS (“Legacy Pasqal”) in connection with the Merger (defined below), and (ii) up to 7,750,000 Private Placement Warrants.

We will not receive any proceeds from the sale of Ordinary Shares or Private Placement Warrants by the Selling Securityholders pursuant to this prospectus. We will receive the proceeds from any exercise of the Warrants and the Investment Warrants to the extent such Warrants or Investment Warrants are exercised for cash, but not from the sale of the Ordinary Shares issuable upon such exercise.

We are registering the securities for resale pursuant to the Selling Securityholders’ registration rights under the Amended and Restated Registration Rights Agreement, dated as of August 27, 2026 (as it may be amended, restated or otherwise modified from time to time, the “A&R Registration Rights Agreement”). Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell any of the Ordinary Shares or Private Placement Warrants. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. See the section titled “Plan of Distribution.”

We are an “emerging growth company” as defined under U.S. federal securities laws and, as such, have elected to comply with reduced public company reporting requirements. This prospectus complies with the requirements that apply to an issuer that is an emerging growth company.

Our Ordinary Shares and Public Warrants are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “PSQL” and “PSQLW,” respectively. On September 8, 2026, the last reported sales price of our Ordinary Shares on Nasdaq was $8.04 per share, and the last reported sales price of our Public Warrants on Nasdaq was $1.66 per warrant.

We are a “foreign private issuer” as defined in the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from the “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, under U.S. federal securities laws, we are not required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. Additionally, Nasdaq rules allow foreign private issuers to follow home country practices in lieu of certain Nasdaq corporate governance rules. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is         , 2026.

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus, any supplement to this prospectus or in any free writing prospectus, filed with the Securities and Exchange Commission (the “SEC”). Neither we nor the Selling Securityholders have authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling Securityholders are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

Except as otherwise set forth in this prospectus, we have not taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the SEC using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the Ordinary Shares issuable upon the exercise of any Warrants. We will not receive any proceeds from the sale of Ordinary Shares underlying the Warrants pursuant to this prospectus, except with respect to amounts received by us upon the exercise of the Warrants for cash.

Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section titled “Where You Can Find More Information.”

Bleichroeder, Legacy Pasqal, and Bleichroeder Acquisition France Merger Sub 2, a French société anonyme and a subsidiary of Bleichroeder (“Merger Sub”), entered into an Agreement and Plan of Merger, dated February 28, 2026 (as amended, the “Business Combination Agreement”), which, among other things and subject to the terms and conditions contained therein, provided for (a) the merger of Bleichroeder with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub continuing as the surviving company (the “Bleichroeder Surviving Corporation”), and (b) the merger of Legacy Pasqal with and into Bleichroeder Surviving Corporation by way of a merger by absorption (fusion-absorption) in accordance with Articles L. 236-1 et seq. of the French Commercial Code, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to Pasqal Holding SA (the “Merger”, and together with the Reincorporation Merger and the other transactions contemplated by the Business Combination Agreement and the related agreements, the “Business Combination”).

On August 25, 2026, Bleichroeder held an extraordinary general meeting of shareholders of Bleichroeder where the shareholders of Bleichroeder considered and approved a number of matters, including the consummation of the Business Combination.

On August 27, 2026 (the “Closing Date”), we consummated the transactions contemplated by the Business Combination Agreement and effected the Business Combination. On the Closing Date, at the effective time of the Reincorporation Merger, (i) each then issued and outstanding Bleichroeder Class A Ordinary Share (excluding Treasury Shares and Redeeming Shares) and each then issued and outstanding Bleichroeder Class B Ordinary Share was cancelled and automatically converted into one Ordinary Share, and (ii) each then issued and outstanding whole warrant to purchase Bleichroeder Class A Ordinary Shares was converted into one warrant to purchase one Ordinary Share on the same terms and conditions existing prior to such conversion. At the effective time of the Merger, Legacy Pasqal was dissolved without liquidation (dissolution sans liquidation), together with the completion of a universal transfer of assets and liabilities (transmission universelle de patrimoine) pursuant to which New Pasqal succeeded to all of the rights and obligations of Legacy Pasqal, and, among other things: (a) each then issued and outstanding “Class Seed” ordinary share, common ordinary share, “Class A” ordinary share, “Class B” ordinary share and “Class C” ordinary share of Legacy Pasqal, in each case with a par value of €0.10 per share, was exchanged for Ordinary Shares using an exchange ratio of approximately 22.736 (the “Exchange Ratio”), resulting in the issuance of 199,999,960 Ordinary Shares to the former shareholders of Legacy Pasqal; and (b) each then issued and outstanding equity warrant governed by French law (bons de souscription de parts de créateur d’entreprise) of Legacy Pasqal (the “Rollover BSPCEs”) was assumed by the Company and grants the right to subscribe for Ordinary Shares, with the number of shares adjusted to reflect the Exchange Ratio, on the same terms and conditions (including vesting, exercise period and expiration date) as were applicable immediately prior to the effective time of the Merger.

Substantially concurrently with the Closing, we consummated the March 2026 Financing, pursuant to which we issued $312,500,000 aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share, for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount in a private placement.

Except as otherwise indicated or required by context, references in this prospectus to “Pasqal”, “the Company”, “we”, “us”, or “our” refer to Pasqal Holding SA, a French société anonyme, together with its consolidated subsidiaries, following the consummation of the Business Combination.

PRESENTATION OF FINANCIAL INFORMATION

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 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. Prior to the consummation of the Mergers, Legacy Pasqal had no material assets or operating activities outside of those of Pasqal SAS. Accordingly, no financial statements of Legacy Pasqal have been included in this 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 PROSPECTUS

In this 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 prospectus, we present industry data, information and statistics regarding the markets in which we compete, as well as publicly available statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to our business and markets. Such information is supplemented where necessary with our own internal estimates, taking into account publicly available information about other industry participants and the judgment of our management where information is not publicly available.

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 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 titled “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

We own or have rights to trademarks, trade names and service marks that we use in connection with the operation of our business. In addition, our names, logos and website names and addresses are our trademarks or service marks. Other trademarks, trade names and service marks appearing in this 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 prospectus are listed without the applicable ®, ™ and ℠ 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus may constitute “forward-looking statements” for purposes of U.S. federal securities laws (collectively, “forward-looking statements”). Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect to, among other things, our capital resources, performance and results of operations. Likewise, all of our statements regarding anticipated growth in operations, anticipated market conditions, demographics and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “expected,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “anticipated,” “projected,” “future” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this prospectus reflect our current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual results to differ significantly from those expressed in any forward-looking statement. In particular, this prospectus contains forward-looking statements pertaining to our strategy, future operations, financial position, projected costs, prospects and plans. We do not guarantee that the events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

•        general economic uncertainty;

•        our limited operating history, concentrated customer base and early-stage commercial model, which make it difficult to forecast our future results of operations and funding requirements;

•        the possibility that quantum computing may never become commercially viable or widely adopted, and that our technology roadmap and the anticipated milestones and timing thereof may change;

•        our need for a significant amount of additional capital to pursue our business objectives, risks relating to our outstanding indebtedness and the risk that additional financing may not be available on acceptable terms or at all, which could require us to delay, limit or substantially reduce our development efforts;

•        the risk that our technical roadmap and plans for commercialization involve technology that is still under development and may not become available on the expected timeline or achieve the intended performance level;

•        our ability to scale and adapt our business and existing technology, including our manufacturing capacity, in a timely or cost-effective manner to meet customer and market demand;

•        the effects of competition on our future business;

•        competition in the quantum computing industry on a global scale, including the risk that competitors achieve technological breakthroughs that render our systems obsolete or inferior, and competitive pressures on our pricing;

•        our dependence on relationships with third-party providers, including cloud providers and suppliers of specialized components such as laser systems, and the risk that any disruption of or interference with our use of such providers would adversely affect our business;

•        our reliance on future collaborative partners and our ability to establish and maintain suitable strategic partnerships;

•        our dependence on our ability to attract and retain senior executive leadership and other key employees, including quantum physicists, software engineers and other key technical personnel;

•        our ability to penetrate multiple markets, and the additional regulatory burdens and political, social and geographical risks associated with our international operations and investment commitments in France, the United States, Canada, Saudi Arabia, South Korea and the United Kingdom;

•        restrictions or delays in changes of control or significant investments in us due to French State influence and French foreign investment regulations, and limitations on shareholder liquidity and transferability of our securities arising therefrom;

•        delays or limitations in our strategic decision-making due to our governance structure and restrictions under French law, including the strategic committee established at the level of Pasqal SAS and the business allocation agreement;

•        our ability to obtain and maintain patent protection for our technology and the risk that the scope of patent protection obtained is not sufficiently broad or robust, including risks arising from license and co-ownership arrangements originating in academic research and from our use of open-source software;

•        cybersecurity, physical hardware and human-related security risks that could result in significant operational disruption, financial loss, legal liability or reputational harm;

•        our dependence on contracts with French and other governmental entities and the European Commission, which are subject to public procurement processes, budgetary constraints and changes in government priorities, and the risk that government grants may be reduced, cancelled or required to be repaid;

•        risks arising from litigation, investigations and regulatory proceedings, including product liability claims and environmental and safety regulation;

•        our status as a foreign private issuer, which exempts us from certain provisions applicable to United States domestic public companies and the additional costs we would incur if that status were lost, and the difficulties investors may face in protecting their interests because we are organized under the laws of France, including limitations on the ability to enforce rights through the U.S. federal courts;

•        potential litigation, governmental or regulatory proceedings, investigations or inquiries involving us, including in relation to the Business Combination;

•        international, national or local economic, social, political or legal conditions that could adversely affect us and our business;

•        the effectiveness of our internal controls and our corporate policies and procedures;

•        the impact of and changes in governmental regulations or the enforcement thereof, tax laws and rates, including French tax legislation, limitations on the deductibility of interest and on the use of our tax loss carry-forwards, accounting guidance and similar matters in regions in which we operate or will operate in the future;

•        the volatility of the market price and liquidity of the Ordinary Shares and the Public Warrants and our ability to maintain the listing of our Ordinary Shares and Warrants on Nasdaq and operate as a public company;

•        risks relating to any unforeseen liabilities of the Company;

•        restrictions and oversight arising from our governance arrangements with Bpifrance and under French law, including the strategic committee of Pasqal SAS and the business allocation agreement;

•        failure to obtain lender consent, industry partner and other third party consents and approvals, when required;

•        changes in our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;

•        our expectations with respect to market opportunity and market growth;

•        the expected benefits of and ability to maintain and enter into new contracts, awards and other relationships, partnerships or collaborations with other businesses, governments and government entities;

•        the potential for our quantum computing technology to achieve quantum advantage;

•        expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

•        expansion plans and opportunities, including risks related to the rollout of the Company’s business and expansion strategy; and

•        the need to obtain required approvals from regulatory authorities, including under French foreign investment control and applicable export control regimes.

The forward-looking statements contained herein may prove incorrect. These forward-looking statements speak only as of the date of this prospectus and are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. For a further discussion of the risks and other factors that could cause our future results, performance or transactions to differ significantly from those expressed in any forward-looking statements, please see the section entitled “Risk Factors” and our filings with the U.S. Securities and Exchange Commission (www.sec.gov). There may be additional risks that we do not presently know or that we currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.

Such forward-looking statements are based on a number of estimates and assumptions that we believe are reasonable when made including, but not limited to, the perceived benefits of the Business Combination; the effects of the Business Combination on Legacy Pasqal; assumptions that none of the risks identified in this prospectus materialize; that there are no unforeseen changes to economic and market conditions, and no significant events occur outside the ordinary course of business. Such estimates and assumptions are made in light of the experience of management and its perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate and reasonable in the circumstances. However, there can be no assurance that such estimates and assumptions will prove to be correct.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made in making these forward-looking statements prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, these forward-looking statements should not be relied upon as guarantees of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and management cannot predict all risks and uncertainties. Except as required by applicable law, we do not undertake to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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 owned substantially all of the outstanding share capital prior to the consummation of the Reincorporation Merger;

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

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

“A&R Registration Rights Agreement” means that certain Amended and Restated Registration Rights Agreement entered into on the Closing Date by and among the Company, the Sponsor, certain former shareholders of Legacy Pasqal, the Investors and the other parties thereto, pursuant to which that certain Registration Rights Agreement, dated as of January 7, 2026, was amended and restated in its entirety, as of the Closing, as such agreement may be amended, restated or otherwise modified from time to time.

“Bleichroeder” means Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company that was the SPAC party to the Business Combination Agreement.

“Bleichroeder IPO” means the initial public offering of 28,750,000 Bleichroeder units, including 3,750,000 units pursuant to the underwriters’ full exercise of the over-allotment option, which closed on January 9, 2026.

“Bpifrance” means Bpifrance Investissement S.A.S., a French société par actions simplifiée, having its registered office at 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France.

“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the Reincorporation Merger and the Merger.

“Business Combination Agreement” means Agreement and Plan of Merger, 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 and Assignment and Assumption Agreement entered into on May 26, 2026, as further amended by that certain Amendment No. 2 to the Agreement and Plan of Merger entered into on June 25, 2026, as further amended by that certain Amendment No. 3 to the Agreement and Plan of Merger entered into on July 22, 2026, and as may be further amended, supplemented or otherwise modified from time to time.

“Clear Street” means Clear Street LLC.

“Closing” means the closing of the Business Combination and the March 2026 Financing.

“Closing Date” means August 27, 2026, the date on which the Closing occurred.

“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.

“Continental” means Continental Stock Transfer & Trust Company.

“Convertible Bonds” or “Senior Unsecured Convertible Bonds” means the senior unsecured convertible bonds convertible into Ordinary Shares (obligations convertibles en actions ordinaires) issued on the Closing Date pursuant to the March 2026 SPA.

“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 approximately 22.736 calculated in accordance with the French Merger Agreement.

“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 Ordinary Shares held by certain securityholders as distributed by the Sponsor, originally issued as Bleichroeder Class B ordinary shares, which converted into Ordinary Shares in connection with the Business Combination.

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

“French Merger Agreement” means the draft merger agreement dated July 3, 2026, as amended by Amendment No. 1 thereto dated July 27, 2026, entered into in connection with the Merger, between Merger Sub and Legacy Pasqal and in accordance with the requirements of the French Commercial Code.

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

“Incentive Plans” means, collectively, the RSU Incentive Plan, the BSPCE Incentive Plan and the Stock Option Incentive Plan.

“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.

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

“Investment Warrants” means the warrants (bons de souscription d’actions) to purchase Ordinary Shares issued pursuant to the March 2026 SPA on the Closing Date, initially exercisable at $12.00 per Ordinary Share, subject to adjustment.

“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.

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

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

“Legacy Equity Program” means the legacy BSPCE program established by Legacy Pasqal.

“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 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 that certain Securities Purchase Agreement, dated as of March 4, 2026, as amended by Amendment No. 1 thereto dated May 23, 2026, by and among Bleichroeder, Merger Sub and the Investors.

“MC Advisory” means MC Advisory L.L.C-FZ, an entity formed in Dubai (of which Michel Combes, our Lead Independent Director, 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”.

“Mergers” means the Merger and the Reincorporation Merger.

“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.

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

“Ordinary Shares” means ordinary shares, par value of approximately €0.02 per share, of the Company.

“Private Placement Warrants” means the 7,750,000 warrants originally issued in a private placement to the Sponsor (5,000,000), Cohen (2,612,500) and Clear Street (137,500) concurrently with the Bleichroeder IPO, each of which is exercisable at $11.50 per Ordinary Share, subject to adjustment.

“Public Warrants” means the 9,583,333 warrants sold in connection with the Bleichroeder IPO, each of which is exercisable at $11.50 per Ordinary Share, subject to adjustment.

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

“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.

“Reincorporation Merger” means the merger of Bleichroeder with and into Merger Sub in accordance with Part 16 of the Cayman Companies Act and the French Commercial Code, with Merger Sub continuing as the surviving entity, such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vested in the Bleichroeder Surviving Corporation by virtue of such merger.

“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, were assumed by New Pasqal and will grant the right to subscribe for 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 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.

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

“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.

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the risks and uncertainties set forth herein as well as the other information in this prospectus, including our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of any of the events or developments described below, or of additional risks and uncertainties not presently known to us or that we currently deem immaterial, could materially and adversely affect our business, financial condition, growth prospects, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risks Related to Our Financial Condition and Status as an Early Stage Company

We are in our growth stage and have a limited operating history, concentrated customer base and an early-stage commercial model, which makes it difficult to forecast our future results of operations and our 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.

We were founded in 2019 and, as a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties, including our ability to plan for and model future growth. Accordingly, our historical results should not be considered indicative of our future performance. Our ability to generate revenues will largely be dependent on our ability to develop and produce neutral atom-based quantum technology. We have experience in delivering early versions of our 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 we 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, our scalable business model has not been formed and its technical roadmap may not be realized as quickly as hoped, or even at all. We may further update our technology roadmap in the future, including anticipated milestones and timeline. The development of our 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. Our 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, our growth could slow or decline for a number of reasons, including slowing demand for our products and services, increased competition, changes to technology, inability to scale up our technology, a decrease in the growth of the market, or our failure, for any reason, to continue to take advantage of growth opportunities. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries. If our assumptions regarding these risks and uncertainties are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations.

As an early-stage company, we have generated revenues from a limited number of customers, and our customer contracts to date have been largely project-based and individually negotiated. We have not yet established a broad, diversified customer base with recurring revenue streams, and our 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 our 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 our existing customers. Our ability to grow our customer base will depend on a number of factors, including market acceptance of our quantum computing solutions, our pricing and go-to-market strategy, and broader adoption of quantum computing technologies. Until we are able to establish a larger and more diversified customer base, our revenues may be volatile and difficult to predict.

Our 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 our ability to structure repeatable commercial arrangements with new and existing customers. There can be no assurance that we will be successful in making this transition, and until it does, our revenues may remain volatile and difficult to predict.

We have a history of operating losses and expect to incur significant expenses and continuing losses for the foreseeable future.

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

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

In addition, we may make decisions that would reduce our short-term operating results if we believe those decisions will improve the experiences of our customers or if we believe such decisions will improve our 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 we expect, in which case our business may be materially and adversely affected.

We have generated initial, limited revenues from project sales, that were largely project-based, and our ability to scale project sales into a repeatable, standardized commercial model remains uncertain.

We have generated initial revenues from product sales. However, such revenues have historically been limited and largely project-based. Our future growth will depend on our 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 we are unable to achieve this transition, our revenues and growth prospects could be affected.

We may face unforeseen risks and challenges as a result of our corporate reorganization.

On February 28, 2026, Legacy 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, we 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 our business, and could adversely affect our financial condition or our ability to execute our business strategy. Furthermore, the reorganization may require adjustments due to evolving regulatory and business needs.

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

Our business and our future plans for expansion are capital-intensive, and the specific timing of cash inflows and outflows may fluctuate substantially from period to period. Our operating plan may change because of factors currently unknown, and we 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, we may seek additional capital even if we believe that we have 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 our 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 our 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 our future fund raising more difficult. See the risk factor titled “We have incurred 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 we raise may not be sufficient to fund our operations or enable us to continue to implement our long-term business strategy. Further, our 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 our products and services and our 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 our ability to achieve our growth strategy, could harm our financial performance and stock price, could require us to delay or abandon our business plans and could require us to delay, limit or substantially reduce our development efforts.

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

We may not be able to scale and adapt our 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 us to fail to execute on our business strategies.

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

•        attract new customers and grow our customer base;

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

•        invest in our 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 our services, and we may not be able to resolve all of the difficulties that may arise in a timely or cost-effective manner, or at all. We 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, we intend to continue to make significant investments to increase capacity and to develop and implement new technologies in our products and services. These technologies include hardware and infrastructure, cloud provisioning, software architecture and the team’s capacity to triage and provide direct support. We may not be successful in developing or implementing these technologies. In addition, as our business grows, we must continue to improve and expand our information technology infrastructure. It takes a significant amount of time to plan, develop and test improvements to our technologies and infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such improvements.

Our 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 our ability to deliver revenues.

If large-scale development of our quantum computers commences, our 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. Our 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. We have a limited frame of reference from which to evaluate the long-term performance of our computers. There can be no assurance that we will be able to detect and fix any defects in our quantum computers in a timely manner that

does not disrupt our services to our customers or at all. If our 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 our sales and brand and could adversely affect our business, prospects and results of operations. If defects in our technology lead to erroneous outputs, third parties relying on those outputs may draw from them erroneous conclusions, creating a risk that we will be liable to those third parties.

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

We may rely heavily on future collaborative partners.

We have entered into, and may enter into, strategic partnerships to develop and commercialize our 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.

We may not be successful in establishing or maintaining suitable partnerships, and we may not be able to negotiate collaboration agreements having terms satisfactory to us, 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 our business and financial condition.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

Market opportunity estimates and growth forecasts, including those generated by us 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 we have not independently verified. The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of companies covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. 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 our 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.

Our success will depend upon our ability to expand, scale our operations and increase our sales capability. Even if the market in which we compete meets the size estimates and growth forecasted, our business could fail to grow at similar rates, if at all.

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

There can be no assurance that our 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 our operating results and ability to effectively compete within the industry.

Our contracts with French governmental entities and the European Commission may subject us to regulatory and budgetary risks that could potentially impact our 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.

We may not manage growth effectively.

Our failure to manage growth effectively could harm our business, results of operations and financial condition. We anticipate that a period of significant expansion will be required to address potential growth. This expansion will place a significant strain on our 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 our products or services, or that we will be able to avoid cost overruns or be able to hire additional personnel to support them. In addition, we will also need to ensure our compliance with regulatory requirements in various jurisdictions applicable to the sale, installation and servicing of our products. To manage the growth of our operations and personnel, we must establish appropriate and scalable operational and financial systems, procedures and controls and establish and maintain a qualified finance, administrative and operations staff. We 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.

Risks Related to our Business and Industry

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

Our 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. We have a limited frame of reference from which to evaluate the long-term performance of our products and services and we may be unable to detect and fix any defects in our quantum computers or cloud services infrastructure prior to the sale of products or services to potential consumers. Our 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 our own service or because of third-party service providers on which we are dependent. If our products or services fail to perform as expected, customers may delay orders or terminate further orders, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations.

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

Building quantum computers requires advances in both science and engineering, and we may not have the ability to deliver those advances. The markets in which we operate 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 our 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, our technical roadmap may be delayed or may never be achieved, either of which would have a material impact on our business, financial condition or results of operations.

The quantum computing industry is competitive on a global scale and we may not be successful in competing in this industry or establishing and maintaining confidence in our 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 we operate are fragmented by approach, rapidly evolving and highly competitive. As the marketplace continues to mature and new technologies and competitors enter, we expect competition to intensify. Our current competitors include:

•        large, well-established tech companies that generally compete across our 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 prospectus and we believe 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 our 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 us 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 us to compete. Many of these competitors do not face the same challenges we do in growing our business. In addition, other competitors may be able to compete with us by bundling their other products or making acquisitions in a way that does not allow us 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 we do not achieve our objectives in a timely manner, we 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, we must dedicate significant resources to achieving any technical objectives on the timelines established by our management team. Any failure to achieve objectives in a timely manner could adversely affect our business, operating results and financial condition.

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

Our products and services are dependent upon our 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 our use of such third parties would adversely affect our business, results of operations and financial condition.

We rely upon third parties to operate our platform, third-party facilities to house some of our systems, third parties to provide our services, and specialized components sourced from third-party providers, including laser system providers, to operate our business. Our business is currently dependent upon our relationships with cloud providers (such as Google Cloud and Microsoft Azure) and producers of lasers. There are no assurances that we 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 our use of such third-party providers or locations, including extended outages, interruptions, or the unavailability of services on commercially reasonable terms, could adversely affect our business, results of operations and financial condition. We could experience delays in our ability to provide our solutions or run our business, increased expenses, interruptions in our ability to manage finances, and impairments in our processes for managing sales of our platform and supporting our customers until equivalent services, if available, are identified, obtained, and implemented. If we need to transition to alternative providers, we may face difficulties

securing providers on acceptable terms or with the capabilities required to support our systems. As we seek to scale production to higher volumes, our reliance on these third-party providers may increase, and any failure to effectively manage our supply chain could limit our ability to meet customer demand and achieve our growth objectives.

We have experienced, and expect 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 our security, or that of our hosting provider, is compromised, or if our platform or products are unavailable or users are unable to use our products within a reasonable amount of time or at all, our business, results of operations and financial condition could be adversely affected. our ability to conduct security audits on our hosting provider is limited and our contracts do not contain strong indemnification terms in our favor. In some instances, we 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 our hosting providers may adversely affect our ability to meet customer requirements.

Our 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 we from opportunities, or treat our 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 us to provide products and services that compete favorably.

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

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

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

Our continued growth and success depend on our ability to innovate and develop quantum computing technology in a timely manner and effectively market these products. Without timely innovation and development, our 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. We believe 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 our technology obsolete or inferior to other products, could have a material effect on our business, financial condition or results of operations.

Our revenue projections are dependent on our ability to sell the QPUs in a cost-competitive fashion in the market.

Our revenue projections are dependent on our 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 our computer systems, technological innovation and negotiations with third-party parts suppliers. If these revenue projections do not materialize, our quantum computing solution may become less competitive than those produced by our competitors, which could have a material effect on our 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 we expect, if it develops in a manner that does not require use of our products and services, if it encounters negative publicity or if our solution does not drive commercial engagement, the growth of our 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, our business, prospects, financial condition and operating results could be harmed. We have focused our efforts on the optimization market with our quantum computers, and in the near term expect our business to grow from this market. If optimization does not require quantum computing or if other classical or quantum solutions perform better than our products and services, we could see a decrease in customer uptake and revenue. In addition, our growth and future demand for our products is highly dependent upon the adoption by developers and customers of quantum computing, as well as on our ability to demonstrate the value of quantum computing to our customers. Delays in future generations of our quantum computers or technical failures at other quantum computing companies could limit market acceptance of our solution. Negative publicity concerning our solution or the quantum computing industry as a whole could limit market acceptance of our solution. While we believe quantum computing will solve many large-scale problems, we do 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 our customers do not perceive the benefits of our solution, or if our solution does not drive customer engagement, then our market may not develop at all, or it may develop more slowly than us expect. If any of these events occur, it could have a material adverse effect on our 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 our products and services fail to deliver customer value to a broader range of customers than classical approaches, our 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 our 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 us. 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 our 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 we cannot develop quantum computers that have quantum advantage, customers may not continue to purchase our products and services. If customers decide to wait until broad quantum advantage is reached, this could impair the growth of our business. If other companies’ quantum computers reach a broad quantum advantage prior to the time our 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 our 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 our products operate. However, because this is proprietary and trade secret information we cannot or may not want to share and we may lose customers as a result.

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

Our business depends on our quantum computing systems to be available. We have experienced, and may in the future further experience, disruptions, outages, defects and other performance and quality problems with our systems. We have 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 our 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. We do not have a contractual right with our public cloud providers that compensates us 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 our quantum computing system or with the public cloud and internet infrastructure on which it relies, could result in reduced use of our systems, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition and results of operations.

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

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

•        pricing and the perceived value of our systems relative to their 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 our quantum computing system;

•        negative publicity about the performance or effectiveness of our system;

•        strategic reaction of companies that market competitive products; and

•        the introduction or anticipated introduction of competing technology.

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

We are highly dependent on our 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 we fail to retain talented, highly qualified senior management, engineers and other key employees or attract them when needed, or fail to ensure smooth leadership transitions, such failure could negatively impact our business.

Our future success is highly dependent on our ability to attract and retain our executive officers, key employees and other qualified personnel. As we build our brand and become more well known, there is increased risk that competitors or other companies may seek to hire our personnel. The loss of the services provided by these individuals will adversely impact the achievement of our business strategy. These individuals could leave our 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 us at a competitive disadvantage. Effective succession planning is also important to our 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.

Our future success also depends on our 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 are critical to our business and the development of our quantum computing systems. Some of these professionals are hard to find and we may encounter significant competition in our efforts to hire them. Many of the other companies with which we compete for qualified personnel have greater financial and other resources than we do. The effective operation of our supply chain, including the acquisition of critical components and materials, the development of our quantum computing technologies, the commercialization of our quantum computing technologies and the effective operation of our managerial and operating systems all depend upon our 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 our ability to attract and retain highly qualified employees. If we cannot attract, train and retain qualified personnel in this competitive environment, we may experience delays in the development of our quantum computing technologies and be otherwise unable to develop and grow our business as projected, or even at all.

Our future growth and success depend on our ability to sell effectively to customers.

Our future growth and success depend on our ability to sell effectively to our customers. Our potential customers tend to be large companies and public sector customers. Therefore, our future success will depend on our ability to effectively sell our 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 us 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 our 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 our financial position, results of operations and business. Our 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.

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

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our 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 our quantum computers or our ability to develop, manufacture, and deliver quantum computers, or our profitability, if any, in the future.

If we overestimate our requirements, our suppliers may have excess inventory, which indirectly would increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt manufacturing of our products and result in delays in shipments and revenues. In addition, lead times for materials and components that our 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 we fail to order sufficient quantities of product components in a timely manner, the delivery of quantum computers and related compute time to our potential customers could be delayed, which would harm our business, financial condition and operating results.

Our ability to scale our operations and meet customer demand for our QPUs is dependent on having adequate manufacturing facilities. Our 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 our facilities to increase production capacity may involve significant time, capital expenditure, and operational disruption. If we are unable to secure additional space on acceptable terms, or if there are delays in constructing, equipping, or qualifying new or expanded facilities, we may be unable to manufacture QPUs in the quantities or on the timelines required by our customers.

Our deployment cost estimates are highly sensitive to a range of economic factors, and our 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 our quantum computing systems depends in part on our ability to reduce the cost of developing, manufacturing and operating our 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 we are unable to reduce these costs sufficiently, the adoption of our quantum computing solutions and our 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 we may be required to record significant charges for impairment of our long-lived assets, other assets or investments.

An adverse change in market conditions, including a negative change to our position in the market or lack of growth in demand for our 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 our long-lived assets, other assets or investments, which would have a negative impact on our operating results and harm our 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 our projected cash flows or increase discount rates and could potentially result in an impairment charge. From time to time, we may be required to record a significant charge to earnings in our consolidated financial statements during the period in which any impairment of our long-lived assets is determined, which might have a materially adverse impact on our business operations and our financial position or results of operations.

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

Our quantum computing systems may not be compatible with some or all industry-standard software and hardware in the future, our business could be harmed. We have focused our 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 our hardware. If a proprietary (not open source) software toolset became the standard for quantum application development in the future by a competitor, usage of our hardware might be limited as a result which would have a negative impact on us. Similarly, if a piece of hardware became a necessary component for quantum computing (for instance, quantum networking) and we cannot integrate with it, the result might have a negative impact on us. If our customers are unable to achieve compatibility between other software and hardware and our hardware, it could impact our 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 our products with higher level software tools could cause us to suffer reputational harm and/or lead to a loss of customers. Any adverse impacts from the incompatibility of our quantum computing solutions could adversely affect our business, operating results and financial condition.

Our 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.

Our operations rely on information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, our customers’ customers, our 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 us, 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 our use of third-party cloud infrastructure, we depend in part on third-party security measures to protect against cybersecurity-related attacks. Despite efforts to create security barriers, it is not feasible for us to entirely mitigate these risks, as the techniques used to obtain unauthorized access to or compromise of systems change frequently. A breach of our networks, or those of our 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.

Our 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 our 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, our 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 our customers require notification of data security breaches. Security compromises experienced by us, our competitors, or our customers may lead to public disclosures and negative publicity, harm our reputation, erode confidence in our security measures, negatively affect our ability to attract new customers, encourage customers to restrict use of our platform or not renew subscriptions, or subject us to lawsuits, regulatory fines or other liability.

Our 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 our 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 our insurance policies, including premium increases or the imposition of large deductibles or co-insurance requirements, would harm our business.

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

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

Unfavorable conditions in the quantum computing industry or the global economy, could limit our ability to grow our business and negatively affect our results of operations. Our results of operations may vary based on the impact of changes in our industry or the global economy on the company or our 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 our 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 our 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 us by increasing our costs, including labor and employee benefit costs. In addition, higher inflation also could increase our customers’ operating costs, which could result in reduced budgets for our customers and potentially less demand for our 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 our 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 our 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 our 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 us. This could result in fluctuations or declines in our stock price irrespective of our internal performance.

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

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

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

Our 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. our 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 our operations or the operations of customers or third parties on which we rely and could result in market volatility. Additionally, we may face risks related to the transition to a low-carbon economy. We could experience increased expenses resulting from strategic planning, litigation and changes to our 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 our 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 our business, customers and partners.

Government actions and regulations, such as tariffs and trade protection measures, may limit our ability to obtain products from our suppliers or sell our 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 our suppliers are located could adversely impact our business. Tariffs or other trade restrictions imposed on components sourced from our suppliers could increase our costs and adversely affect our margins. In addition, tariffs imposed on our QPUs and other products entering the U.S. could require us to adjust our pricing, which may reduce demand or compress our margins. There is also a possibility of future tariffs, trade protection measures or other restrictions imposed on our products or on our customers by the U.S. or other countries that could have a material adverse effect on our business. We 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 our 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 us). It is not possible to discard that such reorientation might become more aggressive in the future. In addition, should our 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 our business, liquidity, financial conditions, and/or results of operations.

Acquisitions, divestitures, strategic investments and strategic partnerships could disrupt our business and harm our financial condition and operating results.

We may pursue growth opportunities by acquiring complementary businesses, solutions or technologies through strategic transactions, investments or partnerships. As an early-stage company, we 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 our management team from our current operations. To the extent we choose 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 our ability to obtain debt or equity financing on acceptable terms and requisite governmental approvals. If we are unable to obtain such financing on terms favorable to it or at all, such transactions may adversely affect our liquidity and capital structure.

Any strategic transaction might not strengthen our competitive position, may increase some of our risks, and may be viewed negatively by our customers, partners or investors. Even if we successfully complete a strategic transaction, it may not be able to effectively integrate the acquired business, technology, systems, control environment, solutions,

personnel or operations into our business. We 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. We cannot provide assurances that the anticipated strategic benefits of these transactions will be realized in the long term or at all. Further, we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to entering into such transactions. We 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. We 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 our business, operating results or financial condition. Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities.

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

Our facilities or operations could be adversely affected by events outside of our control, such as natural disasters, and other calamities. We 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 our ability to provide services.

Our use of generative artificial intelligence (“AI”) tools may pose risks to our proprietary software and systems and subject us to legal liability.

We use generative AI tools in our business, and expect 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. We are 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 our 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, we 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 our use of generative AI tools is unknown. Additionally, our use of third-party generative AI tools to develop source code, text, images, inventions, or other materials may expose us 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 we employ practices designed to evaluate, track and mitigate risk around our use of third-party generative AI tools, our use of such tools may inadvertently violate a third party’s rights, be non-compliant with the applicable terms of use or our other legal obligations, or result in a security or privacy risk or data leakage. Our use of this technology could result in additional compliance costs, regulatory investigations and actions, and lawsuits. For example, we 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 we 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 us 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 we 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 our technologies and services. Our 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 us regarding the confidentiality or security of any data or other

inputs provided to such vendor or outputs generated by their generative AI tools. our sensitive information or that of our customers could be leaked, disclosed, or revealed as a result of or in connection with our employees’, personnel’s or vendors’ use of third-party generative AI technologies.

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

Historically, we have derived a portion of our revenue and financial contributions from the European, Canadian and South Korean governments and government agencies. We believe that the success and growth of our business for the foreseeable future will depend, in part, on our 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 we will continue receiving or benefiting from them in the future and it is also challenging for us to predict the amounts of future grants. Under the terms and conditions of the government grants received and anticipated to be received, in some 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 we 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 us to repay part or all of the government grants we previously received. Any reduction, cancellation, or repayment resulting from our failure to perform such obligations could adversely affect our 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 we provide products and/or services, could adversely affect our business and prospects. our 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 our 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 our 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 our revenue to decline and could otherwise harm our 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 our International Expansion and Future Operations

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

We currently maintain offices and/or have personnel in the United States, France, Saudi Arabia, Canada, South Korea and the United Kingdom and expect to continue to expand our international operations by developing our sales and operational presence in additional jurisdictions. We 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 our limited experience in marketing, selling and supporting our platform outside of our existing markets increases the risk that such expansion efforts will not be successful.

Conducting international operations subjects us to a variety of risks, some of which we have not generally faced in our 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 us, our customers or our employees if our 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 our 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 we 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 we 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 our internal policies or applicable laws. Although we have implemented policies and procedures designed to ensure compliance, there can be no assurance that our 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 our solutions.

From time to time, we may evaluate the performance of our subsidiaries and consider strategic alternatives, including restructuring or wind-down of certain operations. Our 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, our 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 we do 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 we are unable to successfully manage these risks and challenges, our business, financial condition, revenues, results of operations and cash flows could be materially adversely affected.

Our operations and strategic partnerships in the Middle East expose us to heightened geopolitical, regulatory, and operational risks that could materially and adversely affect our 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 our operations in Saudi Arabia, delay or impair the deployment and operation of our QPUs, and jeopardize our 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 our 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.

Our international operations may subject us to greater than anticipated tax liabilities.

The amount of taxes we may pay in different jurisdictions depends on the application of the tax laws of various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to any future intercompany arrangement or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we 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 our operations. our consolidated financial statements could fail to reflect adequate reserves to cover such a contingency. Similarly, a taxing authority could assert that we are subject to tax in a jurisdiction where we believe 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 our expected tax liability in one or more jurisdictions.

Risks Related to Litigation and Government Regulation

Our future growth depends, in part, on our ability to penetrate multiple markets, in which we would be subject to additional regulatory burdens and other political, social and geographical risks and uncertainties.

Our future profitability will depend, in part, on our ability to commercialize our products and services, in markets in Europe, the United States and other countries, which would subject us 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 our ability to attain or maintain profitable operations.

Our (and our 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 our reputation, subject us to fines and liability, and otherwise adversely affect our business.

We and our 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 we collect. We strive 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 us or third parties working on our behalf to comply with applicable laws and regulations, any privacy and data security obligations pursuant to contract or pursuant to our 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 our reputation, and loss of goodwill, any of which could have an adverse effect on our 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 us, the third parties upon whom we rely, and our 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 we expect that there will continue to be new and proposed laws, regulations, and industry standards concerning privacy, data protection, and information security, and we cannot yet determine the impact that such future laws, regulations, and standards may have on our business. The EU General Data Protection Regulation (the “EU GDPR”) applies to the collection and processing of personal data by us. The EU GDPR has increased compliance burdens on we, 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, we 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, we 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 our products and operating our business. The type of challenges we face 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.

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

We are subject to other laws and regulations governing our 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 our 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 our products or services to certain governments, persons, entities, countries, and territories. Changes in our products and services and changes in applicable trade control laws may create delays in the introduction or provision of our products and services in certain jurisdictions, prevent others from using our product services or, in some cases, prevent the export or import of our product services to certain countries, governments, or persons altogether. Any limitation on our ability to export or provide our products and services could adversely affect our business, financial condition, and results of operations.

We are also subject to anti-corruption laws in the countries where we operate, 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.

We might not be effective in ensuring compliance by our 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 we are not in compliance with the FCPA, the French anti-corruption laws, and other anti-corruption laws or trade control laws, we 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 our 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 our reputation, our business, results of operations, and financial condition.

Our business is exposed to risks associated with litigation, investigations and regulatory proceedings.

We 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 our business on a global basis. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages, or an injunction stopping we

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 our business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future. In addition, the laws and regulations our business is subject to are complex and change frequently. We may be required to incur significant expense to comply with changes in, or remedy violations of, these laws and regulations.

Additionally, we 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 our 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 our business and operations.

Furthermore, while we maintain 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 we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

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

We are subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business, operating results and reputation.

We are 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 us 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 us to make material changes to our operations, resulting in significant increases to the cost of production.

Our 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.

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

We are 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 our shares, or strategic transactions involving us, including mergers, acquisitions, or sales of substantial assets. If our shareholders fail to obtain required governmental approvals, certain transactions may be invalidated or impossible, and we could face regulatory sanctions or the loss of key governmental contracts. This regulatory environment may also deter potential investors or partners, limiting our strategic options and access to capital.

We 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 our jurisdiction of incorporation, are subject to the prior approval of the shareholders of the Company and of a strategic committee of Pasqal SAS which will be comprised of certain existing shareholders, including a representative of Bpifrance. The consent of the strategic committee (majority vote with the positive vote of Bpifrance) is also required for a range of ongoing operational matters, including, among other things, the development of any intellectual property by Pasqal SAS filed outside of France, the license of any intellectual property by Pasqal SAS including to any subsidiary of our Group, any transfer to be made pursuant to the Business Allocation Agreement, any amendment to the Business Allocation Agreement, any production of critical parts that are not one generation behind outside of France, any amendment to the definition of core hardware technical activities subject to a firewall, and the ratification of the appointment of Pasqal SAS’ President.

Furthermore, our operations are governed by a business allocation agreement between us and Pasqal SAS. This agreement establishes a framework for the segregation of activities within the Company, including the allocation of research and development and hardware activities to our 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 of Pasqal SAS (including the positive vote of Bpifrance).

In addition, the business allocation agreement provides that if we acquire an entity that carries out certain hardware protected activities (as defined in the business allocation agreement), such activities may continue to be carried out by the acquired company, subject to approval of the acquisition by the strategic committee. Furthermore, if our group contemplates acquiring an entity that carries out other protected activities, Pasqal SAS or a subsidiary of Pasqal SAS must complete such acquisition, unless the strategic committee authorizes the acquisition by us or another subsidiary of the Company.

These governance arrangements are intended to ensure alignment with French national interests and to provide oversight of sensitive activities. However, they may also limit our ability to respond quickly to market opportunities, implement strategic initiatives, or adapt our 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 us at a competitive disadvantage relative to companies with more flexible governance structures.

In addition, Bpifrance has the right, pursuant to the Bpifrance Board Representation Letter which was entered into on the Closing Date, to propose the appointment of one member to our Board (who will also be proposed for appointment to the Board’s nominating and governance committee) for so long as the BPI Investor beneficially owns any Ordinary Shares, which will provide Bpifrance with continued representation on, and influence over, our Board. For this purpose, the “BPI Investor” consists, collectively, of Bpifrance and its affiliated funds and managed or advised entities (including FPS Fonds Innovation Défense and FPS Bpifrance Innovation I, Compartiment B Large Venture 2), together with Caisse des Dépôts et Consignations, the French State and their respective affiliated entities. See “Certain Relationships and Related Person Transactions — Bpifrance Board Representation Letter.”

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.

We 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 our ability to enter into, or the profitability of, contracts with government entities.

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

Accordingly, our 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 our federal government contracts specifically;

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

•        restrictions in the grant of personnel security clearances to our 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 us as a company or our 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 us or our 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 our control.

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

We 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.

We 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 our flexibility to reorganize our operations, pursue international expansion, or enter into certain partnerships, which could adversely affect our growth prospects and operational efficiency.

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

Operations in international markets may subject us to additional business, political, regulatory, operational, financial, and economic risks, any of which could increase our costs and hinder our growth. We have 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, France, and the United Kingdom as part of our growth strategy. These commitments may include obligations to establish operations, create jobs, or invest specified amounts of capital within agreed timeframes.

We face risks associated with expanding into markets where we have limited or no experience or recognition. We 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, we 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 us to invest more resources and incur higher costs, to assign or license partially or in whole intellectual property assets, which may impact our profitability.

Successful operations in international markets will also depend on a number of other factors, including our 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 our 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 our financial condition and operating results.

We 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 our operational flexibility and growth.

We entered into a series of undertakings and compliance obligations with the Canadian government in connection with our 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 our 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 our ability to reorganize our 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 us to allocate resources to maintain operations and technology development in Canada, which could adversely affect our operational flexibility, cost structure, and ability to pursue strategic opportunities elsewhere.

Foreign investment regulations may restrict or delay future changes in control or significant acquisitions involving us.

We operate 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 us 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 our shares, or change of control involving us, 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 10% or more of the voting rights may be delayed, restricted, or even prohibited by the French authorities. If a non-EU investor acquires 10% or more of our voting rights 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 our securities.

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

Risks Related to our Intellectual Property

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

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

Our pending and future patent applications may not result in patents being issued which protect our 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,

We cannot be certain that our 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 we 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 we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.

We have not pursued or maintained, and may not pursue or maintain in the future, patent protection for our technologies in every country or territory in which we may sell our 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, we may not be able to prevent third parties from infringing our patents in all countries outside the European Economic Area (the “EEA”) or the United States, or from selling or importing products that infringe our 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 we license or own do issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any competitive advantage. our competitors or other third parties may be able to circumvent our 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 our 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 our ability to stop others from using or commercializing similar or identical technology and products or could limit the duration of the patent protection of our technology and products.

In addition, although our employees are generally required to assign their intellectual property rights to us, 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, our 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 our confidential information to third parties and to exercise “march-in” rights to use or allow third parties to use our licensed technology. The funding partner can exercise its “march-in” rights if it determines that action is necessary because we fail 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, our 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 our competitive position, business, financial condition, results of operations, and prospects.

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

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

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

•        we might not have been the first to file patent applications covering certain of our technologies;

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

•        it is possible that our pending patent applications will not lead to issued patents;

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

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

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

•        the patents of others may have an adverse effect on our 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 our owned and licensed patents and/or applications and any patent rights we may own or license in the future. We rely on our service providers or our licensors to pay these fees. We employ reputable law firms and other professionals to help us comply, and we are also dependent on our licensors to take the necessary action to comply with these requirements with respect to our 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 we or our licensors fail to maintain the patents and patent applications covering our products or technologies, we 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 our technology, which would have an adverse effect on our 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 our business.

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

Third parties may initiate legal proceedings alleging that we are 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 our business.

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

We may in the future become party to, or be threatened with, adversarial proceedings or litigation regarding intellectual property rights with respect to our 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 us 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 us to enforce or to otherwise assert their patent rights against us. Even if we believe 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 our ability to commercialize our current and any future products.

In order to successfully challenge the validity of any such United States patent in federal court, we would need to overcome a presumption of validity. As this is a high burden and requires us 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 our field of technology, we cannot be certain that we do not infringe existing patents or that we will not infringe patents that may be granted in the future. While we may in the future decide to initiate proceedings to challenge the validity of these or other patents in the future, we 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 we are 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 our technology. Regardless of when filed, we may fail to identify relevant third-party patents or patent applications, or we may incorrectly conclude that a third-party patent is invalid or not infringed by our products or activities. If a patent holder believes that our products or technology platform infringes its patent, the patent holder may sue us even if we have received patent protection for our technology. Moreover, we may face patent infringement

claims from nonpracticing entities that have no relevant product revenue and against whom our own patent portfolio may thus have no deterrent effect. If a patent infringement suit were threatened or brought against us, we 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 we are found to infringe a third party’s valid and enforceable intellectual property rights, we could be required to obtain a license from such third party to continue developing, manufacturing, and marketing our product(s) and technology. Under any such license, we would most likely be required to pay various types of fees, milestones, royalties, or other amounts. Moreover, we may not be able to obtain any required license on commercially reasonable terms or at all, and if such an instance arises, our ability to commercialize our products may be impaired or delayed, which could in turn significantly harm our business. Parties making claims against us may also seek and obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize our 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 we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources, and greater commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on our investment or any return on our investment at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have, we may have to abandon development of our products and technologies, which could have an adverse effect on our business, financial condition, results of operations, and prospects. Furthermore, even if we were able to obtain a license, it could be nonexclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us, and it could require us to make substantial licensing and royalty payments. We could be forced, including by court order, to cease developing, manufacturing, and commercializing the infringing technology or product candidate. We may also have to redesign our products, which may not be commercially or technically feasible or may require substantial time and expense. In addition, we could be found liable for monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right. We may be required to indemnify collaborators or contractors against such claims. A finding of infringement could prevent us from manufacturing and commercializing our current or any future product candidates or force us to cease some or all of our business operations, which could harm our business. Even if we are successful in defending against such claims, litigation can be expensive and time-consuming and would divert management’s attention from our core business. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our 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 our securities.

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

Certain of our 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.

Our origins in academic research mean that aspects of our quantum computing technology may be subject to license agreements, co-ownership arrangements, or other contractual terms that impose limitations on our ability to exclusively use, sublicense, or commercialize such intellectual property. The terms of these arrangements may restrict our 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 our products and services.

Our 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 we have inadvertently incorporated open-source software into our proprietary software in a manner that triggers such

obligations, we could be required to disclose portions of our proprietary source code, license our proprietary software on unfavorable terms, or re-engineer our software stack to eliminate the open-source components, any of which could be costly, time-consuming, and disruptive to our operations. Our 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 we do 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 our 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 us to devote significant resources to re-engineering portions of our software stack, delay product development or releases, expose us to intellectual property claims or litigation, or otherwise have a material adverse effect on our business, financial condition, and results of operations.

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

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

In addition, in an infringement proceeding, a court may decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more of our owned or licensed patents at risk of being invalidated or interpreted narrowly and could put our 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 us, such as claims asserting that our 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. We cannot be certain that there is or will be no invalidating prior art, of which we and the patent examiner were unaware during prosecution. For the patents and patent applications that we have licensed, we 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, we would lose at least part, and perhaps all, of any future patent protection on our current or future products. Such a loss of patent protection could harm our business.

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

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

Developments in patent law could have a negative impact on our 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 our 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 our 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 our United States patent applications, our ability to obtain United States patents based on our discoveries, and our ability to enforce or defend any patents that may issue from our patent applications, all of which could have a material adverse effect on our 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 our or our partners’ discoveries or to develop and commercialize our technology and products without providing any compensation to us, or may limit the number of patents or claims we 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 our existing patent portfolio and our ability to protect and enforce our intellectual property in the future, which could have a material adverse effect on our business, prospects, financial condition, and results of operations.

Risks Related to Investment in a French Company and our Status as a Foreign Private Issuer

We currently report and we will continue to report financial results under IFRS, which differs in certain significant respect from U.S. GAAP.

We currently report and we 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 us for historical or future periods could be significantly different if they were prepared in accordance with U.S. GAAP. In addition, we are not required to and do 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 our Foreign Private Issuer Status” for more information.

As a société anonyme formed under the laws of the Republic of France, we are 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 we complied fully with the Nasdaq corporate governance listing standards.

We are a foreign private issuer as such term is defined in Rule 405 under the Securities Act and are a société anonyme formed under the laws of the Republic of France, and, are listed on the Nasdaq. The Nasdaq listing rules permit a foreign private issuer like us to follow the corporate governance practices of our home country. Certain corporate governance practices in France, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards applicable to domestic U.S. companies.

Among other things, we are 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, we have a majority-independent board of directors and a compensation committee consisting of independent directors. Subject to the foregoing, we intend 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 we are organized under the laws of France, the rights of our shareholders may differ from the rights they would have as shareholders of a United States corporation, which could adversely impact trading in Ordinary Shares and our ability to conduct equity financings, and our 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.

Our corporate affairs are governed by our Articles of Association and the Board Internal Regulations and the laws of the Republic of France, including the French Commercial Code (Code de commerce). The rights of our shareholders and the responsibilities of our 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 our 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).

Further, the disclosure requirements applicable to us under French and European Union law differ from those applicable to U.S. issuers under the Exchange Act. 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 us 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, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors, officers or principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result of these differences, our 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 our securities.

French tax law may limit our ability to deduct interest for tax purposes, which could increase our tax burden.

As a French tax resident company, we are 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 we incur significant indebtedness, including in connection with future financings, these rules could limit the deductibility of a material portion of our interest expenses and thereby increase our effective tax rate. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our ability to use our tax loss carry-forwards may be limited, which could adversely affect our financial condition and results of operations.

We have incurred significant operating losses since our 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) our 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 we are unable to fully utilize our tax loss carry-forwards, our effective tax rate may increase, which could have a material adverse effect on our business, financial condition and results of operations.

The French financial transaction tax may apply to certain acquisitions of our shares, which could affect the liquidity and market value of our 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 our market capitalization were to exceed the applicable threshold and we 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 our 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 our shares and adversely affect their market value. We have 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.

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 legislation 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 provides 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 underlying shares may give rise to adverse tax and social security consequences for us 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 our 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. Prior to our listing, the determination of the fair market value for a privately held company preparing to go public involved inherent uncertainty and required 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, we, 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 our corporate structure, shareholding or tax residence could affect the eligibility conditions for BSPCEs or the ability of us 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 our ability to attract, retain and motivate key employees.

Risks Related to Ownership of Our Shares

There is no guarantee of a positive return on Ordinary Shares.

We can make no guarantee in respect of the market price of Ordinary Shares, and any acquirer of our shares, 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 Ordinary Shares will be determined by the stock market and will be subject to a range of factors beyond the control of our 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 our securities going forward.

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

The parties to the Business Combination Agreement have agreed to use their reasonable best efforts to obtain listing of Ordinary Shares on the regulated market of Euronext, subject to market conditions and considerations, within 12 months from the closing of the Business Combination. We may not be able to meet the initial listing requirements for the Euronext, and even if Ordinary Shares are so listed, we 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 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 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 Ordinary Shares. Any decrease in the price of Ordinary Shares on Euronext could cause a decrease in the trading price of Ordinary Shares on Nasdaq and vice versa. Investors could seek to sell or buy 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 Ordinary Shares available for trading on the other exchange. Further, the dual listing of 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 Ordinary Shares in the United States.

We may face limitations on shareholder liquidity and transferability of our 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, our shareholders 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 10% or more of the voting rights of the Company 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 our 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 involving us.”

These restrictions may result in delays or prevent certain transactions from being completed, and may be outside the control of our shareholders. As a result, the liquidity and market value of our 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 our ability to attract new investors, pursue certain strategic transactions, or respond flexibly to changes in our shareholder base.

Depending on where our activities will develop, we 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 18.7% of the issued and outstanding Ordinary Shares. 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.

The market price and trading volume of our Ordinary Shares may be volatile and could decline significantly.

The stock markets, including Nasdaq on which have listed our Ordinary Shares, 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 Ordinary Shares, the market prices of Ordinary Shares may be volatile and could decline significantly. In addition, the trading volumes in Ordinary Shares may fluctuate and cause significant price variations to occur. If the market prices of Ordinary Shares decline significantly, you may be unable to resell your Ordinary Shares at or above the market price of Ordinary Shares as of the date immediately following the Business Combination. There can be no assurance that the market prices of 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 prospectus;

•        actual or anticipated differences in our estimates, or in the estimates of analysts, for our revenues, results of operations, cash flows, liquidity or financial condition;

•        announcements by our competitors of significant business developments including acquisitions, dispositions, strategic partnerships, joint venture or capital commitments;

•        changes in customers;

•        acquisitions or expansion plans;

•        our involvement in litigation and government investigations;

•        sale of Ordinary Shares or other securities in the future;

•        market conditions in our industry;

•        changes in key personnel;

•        the trading volume of Ordinary Shares;

•        actual, potential or perceived control, accounting or reporting problems of the Company;

•        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 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 we 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 Ordinary Shares.

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 New Pasqal 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. We will not redeem New Pasqal Warrants unless (i) a registration statement under the Securities Act covering the sale of the Ordinary Shares issuable upon exercise of New Pasqal Warrants is effective and a current prospectus relating to those Ordinary Shares

is available throughout the Measurement Period and the Redemption Period or (ii) we require holders to exercise the New Pasqal Warrants on a “cashless basis.” Redemption of the outstanding New Pasqal 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.

Warrants and Investment Warrants will become exercisable for Ordinary Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.

Warrants to purchase an aggregate of 17,333,333 Ordinary Shares will become exercisable in accordance with the terms of the Warrant Amendment Agreement and the existing Warrant Agreement governing those securities. 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 Ordinary Shares will be issued, which will result in dilution to the holders of Ordinary Shares and increase the number of shares eligible for resale in the public market. In addition, the Investment Warrants are currently exercisable and will expire five years from the date of Closing. The exercise price of these warrants is $12.00 per 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 Ordinary Shares.

We 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 our shareholders.

We 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 our Ordinary Shares may decline.

We have incurred 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 on reasonable terms or at all;

•        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, we have 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 us to pledge cash deposits or other collateral, which could reduce our 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 March 2026 Financing may impact our financial results, result in dilution to our shareholders, create downward pressure on the price of our Ordinary Shares, and restrict our ability to raise additional capital or take advantage of future opportunities.

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 has the right, at such holder’s option, to convert all or any portion of its bonds into Ordinary Shares at an initial conversion rate of $12.00 per share. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events, including with respect to future issuances or sales of New Pasqal Ordinary Shares at prices less than the conversion price then in effect, and the conversion price is subject to a one-time downward VWAP reset six months after issuance, subject to a floor price. Please see the section entitled “Description of Our Securities — Senior Unsecured Convertible Bonds and Investment Warrants” for more information.

If Ordinary Shares are issued to the Investors upon conversion of the Senior Unsecured Convertible Bonds or the exercise of the Investment Warrants, there will be dilution to our shareholders and the market price of Ordinary Shares may decrease due to the additional selling pressure in the market. Any downward pressure on the price of Ordinary Shares caused by the sale, or potential sale, of shares issuable upon conversion of the Senior Unsecured Convertible Bonds or exercise of the Investment Warrants 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 our ability to operate our business.

For as long as 10% of the Senior Unsecured Convertible Bonds issued as of the Closing Date remain held by the investors in the March 2026 Financing and their respective affiliates, we may not, without the affirmative vote or written consent of the Masse (the “Requisite Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of the Company, or commence or consent to any bankruptcy proceeding relating to the Company; (ii) amend, alter, or repeal any provision of the Company’s 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, authorize 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 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 the Company; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under our incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Company, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of the Company; 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. These restrictions could affect our ability to operate our business, may limit our ability in the future to satisfy currently outstanding obligations and may limit our 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 us, our share price and trading volume could decline significantly.

The trading market for Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about our business. We 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 the Company, or if these securities or industry analysts are not widely respected within the general investment community, the demand for Ordinary Shares could decrease, which might cause its share price and trading volume to decline significantly. In the event that we obtain securities or industry analyst coverage or, if one or more of the analysts who cover us downgrade their assessment of the Company or publish inaccurate or unfavorable research about our business, the market price and liquidity for Ordinary Shares could be negatively impacted.

If our 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 our Ordinary Shares may decline.

In the future, we may, but are not obligated to, provide public guidance on our 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. Our actual results may not always be in line with or exceed any guidance we may provide, especially in times of economic uncertainty. Further, lengthy sales cycle may contribute to substantial fluctuations in our quarterly or annual operating results as significant sales can be delayed to subsequent periods. If, in the future, our operating or financial results for a particular period do not meet any guidance provided or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our ordinary shares may decline as well. There can be no assurance that we will issue or continue to issue public guidance in the future.

Our financial results may vary significantly from period to period.

We expect revenue and operating results to vary from period to period. We 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. We may also incur additional expenses when contracts are terminated or expire and are not renewed. We may also incur additional expenses when customers are newly acquired. Additionally, payments due to us 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 our products, especially in new markets;

•        changes in interest rates;

•        impairment of long-lived assets;

•        macroeconomic conditions, both nationally and locally;

•        size and scope of our revenue arrangements with our customers;

•        negative publicity related to our 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 our resources, divert our management’s attention and affect our ability to attract and retain qualified board members.

We expect to incur additional legal, accounting and other expenses following the Business Combination. We are subject to the reporting requirements of the Exchange Act, 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 we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. The Exchange Act requires, among other things, that we file annual and current reports with respect to the Company’s business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain 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 applicable to us as a public company. We may need to hire more employees or engage outside consultants to comply with these requirements, which will increase our costs and expenses. If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act, including any additional requirements once we are no longer an emerging growth company, in a timely manner or with adequate compliance, we may not be able to assess whether internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our 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. We expect these laws and regulations to increase our legal and financial compliance costs and to render some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

Our 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. Our 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 management’s attention from implementing our growth strategy, which could prevent us from improving our business, financial condition and results of operations. Furthermore, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and consequently we may be required to incur substantial costs to obtain such coverage. These additional obligations could have a material adverse effect on our business, financial condition, results of operations and prospects. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, compensation committee and nominating and corporate governance committee, and qualified executive officers.

As a result of disclosure of information in this prospectus and in filings required of a public company, our 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, our business and operating results could be adversely affected, and, even if the claims do not result in litigation or are resolved in our favor, these claims, the time and resources necessary to resolve them and negative publicity, could have an adverse effect on our 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 our internal control over financial reporting.

The material weaknesses relate to:

•        the design and formalization of our 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. We are 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.

We are an “emerging growth company” and it cannot be certain if the reduced SEC reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors, which could have a material and adverse effect on us, including our growth prospects.

We are an “emerging growth company” as defined in the JOBS Act. We 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 we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of Ordinary Shares held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we issued more than $1.0 billion in non-convertible debt during the prior three-year period. We intend 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 our independent registered public accounting firm provide an attestation report on the effectiveness of our 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 we no longer qualify as an “emerging growth company,” as long as we continue to qualify as a foreign private issuer under the Exchange Act, we 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, we 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, our shareholders may not have access to certain information they deem important. We cannot predict if investors will find Ordinary Shares less attractive because we rely on these exemptions. If some investors do find Ordinary Shares less attractive as a result, there may be a less active trading market and share price for Ordinary Shares may be more volatile.

It is not expected that we will pay dividends in the foreseeable future.

It is expected that we will retain most, if not all, of our available funds and any future earnings to fund the development and growth of its business. In addition, we are a holding company and our subsidiaries are located in various locations, including Europe, Canada, the United States, Saudi Arabia, South Korea and the United Kingdom. Part of our primary internal sources of funds to meet our cash needs will be our share of the dividends, if any, paid by our subsidiaries. The distribution of dividends to us from the subsidiaries in certain markets where we operate is subject to restrictions imposed by the applicable laws and regulations in these markets. As a result, it is not expected that we will pay any cash dividends in the foreseeable future.

Our board of directors 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 us from subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that the shares of the Company will appreciate in value or that the trading price of the shares will not decline. Holders of Ordinary Shares should not rely on an investment in Ordinary Shares as a source for any future dividend income.

Short sellers may engage in manipulative activity intended to drive down the market price of our 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 our 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 us, 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 us 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 our management’s time and could have a material adverse effect on our business and results of operations.

The rights of our shareholders may be different from the rights of shareholders of U.S. companies and provisions of our Articles of Association and the Board Internal Regulations and applicable law may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for our Ordinary Shares or to make changes in our board of directors.

Our corporate affairs are governed by our Articles of Association and the Board Internal Regulations and the laws of the Republic of France. The rights of shareholders and the responsibilities of members of our 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, our board of directors are required under French law to act in the corporate interest (intérêt social) of the Company.

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 our Articles of Association and the Board Internal Regulations may have the effect of concentrating control over certain corporate decisions and transactions in the hands of our board of directors. As a result, holders of our shares may encounter differences in the manner in which they may protect their interests in connection with actions taken by members of our board of directors than if we were incorporated in the United States.

In addition, several provisions of our Articles of Association and the Board Internal Regulations 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, our shareholder meeting may empower our 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 our shareholders to benefit from a change in control and, as a result, could materially adversely affect the market price of Ordinary Shares and our 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 our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

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. We have or will maintain insurance on behalf of our directors and executive officers. We have entered into agreements with our directors and executive officers to provide contractual indemnification and plan to enter into indemnification agreements with future directors and executive officers. With certain exceptions and subject to limitations on indemnification under French law, these agreements 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 our Ordinary Shares to drop significantly, even if our business is doing well.

Sales of a substantial number of 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 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 the Company until the earlier of (i) 180 days after the date on which the Closing occurred, (ii) the day after the date on which the closing price of the 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 occurred, and (iii) the date on which we consummate a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our 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 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 our share price or the market price of Ordinary Shares could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Our only significant asset is our ownership interest in the Pasqal SAS business, and such ownership may not be sufficiently profitable or valuable to enable us to satisfy our other financial obligations.

We have no direct operations and no significant assets other than our ownership interest in the Pasqal SAS business. We depend on the Pasqal SAS business for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our 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 us to pay any dividends on the ordinary shares or satisfy our other financial obligations.

Please see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for more information.

Risks Related to our Foreign Private Issuer Status

As a foreign private issuer, we are 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 our Ordinary Shares may be limited.

We qualify as a “foreign private issuer,” as defined in the SEC’s rules and regulations, and, consequently, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are 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, we are 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. We currently prepare our financial statements in accordance with IFRS. We are not 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. We are not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders.

As a foreign private issuer, we 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 we publicly announces these events. However, because of the above exemptions for foreign private issuers, which we intend to rely on, the information we are 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, our shareholders may receive less or different information about us than 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, we have agreed to use commercially reasonable efforts to maintain our status as a foreign private issuer, however, in the future, we could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our 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 our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States. If we lose our status as a foreign private issuer in the future, we 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, we 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 our 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 us 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 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, we will be permitted to, and may, follow home country practice in lieu of the above requirements, subject to certain exceptions. As long as we rely on the foreign private issuer exemption for certain of these corporate governance standards, a majority of our Board will not be required to be independent directors and our compensation committee and nominating and corporate governance committee are not required to be composed entirely of independent directors. Therefore, our 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.

We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.

In the future, we would lose our “foreign private issuer” status if a majority of our shareholders, directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of that status. Although we have elected to comply with certain U.S. regulatory provisions, the loss of our “foreign private issuer” status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities

laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we 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. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our 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.

We are 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.

Our corporate affairs are governed by our Articles of Association and the Board Internal Regulations and the laws of the Republic of France, including the Commerce Code. The rights of our shareholders and the responsibilities of our 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 us 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, our shareholders may face differences in the manner and extent to which they may protect their interests in connection with actions taken by our 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 our shareholders may differ from those available to shareholders of U.S. issuers.

It may be difficult to enforce a U.S. judgment against our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.

Several of our directors and executive officers are not residents of the United States, and the majority of our 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 us 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 Our 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 our 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 our 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 us, you may not be able to collect any damages awarded by either a U.S. or foreign court.

USE OF PROCEEDS

All of the Ordinary Shares and Private Placement Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales. We will pay certain expenses associated with the registration of the securities as described in the section titled “Plan of Distribution.”

We will receive up to an aggregate of approximately $199.3 million or €171.6 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We will receive up to an aggregate of approximately $390.6 million or €336.3 million from the exercise of the Investment Warrants, assuming an exercise price of $7.80 per Ordinary Share and assuming the exercise in full of all of the Investment Warrants for cash. We expect to use the net proceeds from such exercises for general corporate purposes. We will have broad discretion over the use of proceeds from such exercises. There is no assurance that the holders of the Warrants or the Investment Warrants will elect to exercise any or all of such Warrants or Investment Warrants. To the extent that the Warrants or the Investment Warrants are exercised on a “cashless basis,” the amount of cash we would receive from such exercises will decrease.

MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY

Market Information

Our Ordinary Shares and Public Warrants are currently listed on Nasdaq under the symbols “PSQL” and “PSQLW,” respectively.

Dividend Policy

We have not paid any cash dividends on the Ordinary Shares to date. We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay cash dividends for the foreseeable future. The payment terms for dividends approved by the general meeting of shareholders are determined by the general meeting of shareholders or, failing that, by the Board of Directors. However, cash dividends must be paid within a maximum of nine months after the close of the financial year, unless this period is extended by court order. Payment of dividends will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. We do not anticipate declaring any cash dividends to holders of the Ordinary Shares in the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this section of the prospectus to “Pasqal”, “the Company”, “we”, “us”, or “our” refer to Legacy Pasqal and its subsidiaries prior to the completion of the Business Combination and to New Pasqal and its subsidiaries after giving effect to the Business Combination as the context requires.    The following discussion and analysis provides information which Pasqal’s management believes is relevant to an assessment and understanding of its results of operations and financial condition. The discussion and analysis should be read together with the sections of this prospectus entitled “Our Business”, and Pasqal’s audited consolidated financial statements and related notes thereto that are included elsewhere in this prospectus. In addition to historical consolidated financial information, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties and assumptions. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” or elsewhere in this prospectus.

Overview

Pasqal builds and develops neutral-atom quantum processing units (“QPUs”), which we believe are designed to transform cutting-edge scientific breakthroughs into real-world business solutions across multiple industries. Its neutral-atom technology is at the forefront of developing scalable QPUs that deliver highly-scalable computational capabilities, operate in standard data centers, and enable precise qubit control and improved coherence times in both analog and digital modes, supporting consistent performance across a range of computational workloads.

Pasqal employs a modular approach to its neutral-atom processors, enabling the expansion of qubit arrays without compromising performance or fidelity. Its technology supports the arrangement of large numbers of neutral atoms 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. By continuously improving qubit coherence, accuracy of operations through gate fidelity, and error correction strategies, Pasqal seeks to ensure that its quantum systems remain reliable and accurate as they scale, overcoming key barriers to widespread quantum adoption.

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 artificial intelligence. Pasqal works with a diverse set of customers and strategic partners globally, including IBM (Pasqal is part of the IBM quantum network), NVIDIA, Google, Microsoft, and leading high-performance computing centers such as GENCI/CEA (“GENCI”), CINECA, and Forschungszentrum Jülich. Pasqal continues to invest in research partnerships and cloud-delivery capabilities to advance the practical adoption of quantum computing and expand the range of real-world applications supported by its technology.

Recent Developments

Reorganization

In connection with the signing of the Business Combination Agreement, on February 28, 2026, Pasqal SAS effected an internal reorganization (the “Pasqal Reorganization”), pursuant to which Pasqal SAS and its subsidiaries became the wholly-owned subsidiaries of Pasqal Holding SAS, a French société par actions simplifiée and a new holding company (“Legacy Pasqal”). Following the consummation of the Pasqal Reorganization, Legacy Pasqal owned 100% of the share capital of Pasqal SAS and its subsidiaries.

The Business Combination

On August 27, 2026 (the “Closing Date”), Bleichroeder Acquisition Corp. II (“Bleichroeder”), a special purpose acquisition company, Bleichroeder Acquisition France Merger Sub 2 (“Merger Sub”), a subsidiary of Bleichroeder, and Pasqal consummated the Business Combination , pursuant to which, among other things: (i) Bleichroeder merged with and into Merger Sub (the “Reincorporation Merger”), with Merger Sub remaining as the surviving company (the “Bleichroeder Surviving Corporation”) and (ii) Pasqal merging with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving entity (the “Merger” or the “Business Combination”). Following the consummation of the Merger, Bleichroeder Surviving Corporation changed its name to Pasqal Holding SA.

In connection with the Business Combination, each then issued and outstanding “Class Seed” ordinary share, common ordinary share, “Class A” ordinary share, “Class B” ordinary share and “Class C” ordinary share of Legacy Pasqal, in each case with a par value of €0.10 per share, was exchanged for New Pasqal ordinary shares using an exchange ratio of approximately 22.736, resulting in the issuance of 199,999,960 New Pasqal ordinary shares to the former shareholders of Legacy Pasqal.

The Business Combination was accounted for as a capital reorganization in accordance with IFRS as issued by the IASB (as defined below). Under this method of accounting, Bleichroeder is treated as the “acquired” company for financial reporting purposes, and Legacy Pasqal is the accounting “acquirer”. The Business Combination is treated as the equivalent of New Pasqal issuing its ordinary shares in exchange for the net assets of Bleichroeder. As a result, the net assets of Bleichroeder is stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with IFRS 2 (as defined below), any excess of the fair value of New Pasqal ordinary shares issued to Bleichroeder shareholders over the fair value of the identifiable net assets of Bleichroeder acquired represents compensation for the service of a stock exchange listing and is expensed as incurred.

Financing for the Business Combination

Substantially concurrently with the closing of the Merger, Pasqal consummated a financing pursuant to the securities purchase agreement dated as of March 4, 2026 and as amended on May 23, 2026 entered into by Bleichroeder and Merger Sub with certain investors (the “Investors”), whereby New Pasqal issued $312.5 million aggregate principal amount of senior unsecured convertible bonds initially convertible into 26,041,667 New Pasqal ordinary shares (the “Senior Unsecured Convertible Bonds”) and 32,552,083 warrants exercisable at $12.00 per New Pasqal ordinary share (the “Investment Warrants”), for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount in a private placement (the “March 2026 Financing”). The Investment Warrants are currently exercisable and will expire five years from the Closing Date.

The Senior Unsecured Convertible Bonds and the Investment Warrants were accounted for in accordance with International Accounting Standards (“IAS”) 32, Financial Instruments: Presentation (“IAS 32”) and International Financial Reporting Standards (“IFRS”) 9, Financial Instruments (“IFRS 9”). The Senior Unsecured Convertible Bonds require settlement through the delivery of a variable number of New Pasqal’s own equity instruments and do not meet the criteria for equity classification. Accordingly, the host convertible bond is qualified for and classified as a financial liability in accordance with IAS 32 and is designated as a financial liability measured at fair value through profit or loss (“FVTPL”), with transaction costs expensed as incurred, if any. The Investment Warrants are freestanding instruments that do not meet the fixed-for-fixed criterion for equity classification and are classified as derivative financial liabilities measured at FVTPL.

At initial recognition, both instruments are measured at their respective fair values. Any difference between the total proceeds received and the aggregate fair value of the Senior Unsecured Convertible Bonds and the Investment Warrants at issuance results in a day-one gain or loss. A day-one gain or loss may be deferred in accordance with IFRS 9 when the fair value measurement includes significant unobservable inputs and recognized in profit or loss over the term of the instruments. However, when the most significant inputs to the fair value measurement become observable, any such day-one gain or loss should be recognized immediately in profit or loss. As the closing of the Business Combination results in the share price of New Pasqal ordinary shares, which represents the most significant input to the fair value measurement for both instruments, becoming observable, the day-one loss is recognized immediately in profit or loss. Accordingly, the Senior Unsecured Convertible Bonds and the Investment Warrants are initially recognized at their respective fair values and the related day-one loss is recognized in profit or loss immediately upon the closing of the Business Combination.

Because the fair value measurements include significant unobservable inputs, any day-one gain or loss can be deferred in accordance with IFRS 9 and recognized in profit or loss over the term of the instruments on a straight-line basis. New Pasqal deferred the day-one loss and allocated it between the Senior Unsecured Convertible Bonds and the Investment Warrants based on their relative fair values, resulting in initial carrying amounts of both instruments that were equal to their respective fair values net of the respective allocated day-one loss.

Technological Achievement

PROQCIMA Agreement

In early 2026, Pasqal achieved a key technological milestone under the French government’s PROQCIMA agreement. As part of this program, Pasqal presented the results of its work to experts from the French Direction Générale de l’Armement and members of the scientific community appointed by the Agence Nationale de la Recherche.

During this review, Pasqal successfully demonstrated, under live conditions, an initial capability to construct and operate the key building blocks of a logical qubit, reflecting progress toward more fault-tolerant quantum computing architectures. The demonstration was designed to evidence a repeatable and robust capability rather than an isolated experimental result. The PROQCIMA agreement, led by the French Ministry of Armed Forces under the France 2030 investment plan and the national quantum technologies strategy, aims to support the development of two quantum computers with 128 logical qubits by 2032.

XPRIZE Quantum Applications Competition

In May 2026, Pasqal was selected as a finalist in the XPRIZE Quantum Applications competition, a three-year, $5 million global competition supported by Google Quantum AI, Google.org, and the Geneva Science and Diplomacy Anticipator (GESDA). The competition is designed to identify teams whose quantum computing solutions are grounded in clear, real-world use cases and ready for rigorous benchmarking against classical methods. Pasqal was selected from a competitive pool of 62 wildcard registration submissions and is one of five wildcard finalists advancing alongside the Phase I cohort into Phase II, where teams will be evaluated on quantified impact, hardware feasibility, and demonstrable advantage over classical approaches.

Aeponyx PIC Packaging Center of Competency

On July 2, 2026, Pasqal announced that, through its Canadian subsidiary Aeponyx Enterprises Inc. (“Aeponyx”), it had launched a Center of Competency in Photonic Integrated Circuit (PIC) Packaging, based at the C2MI (MiQro Innovation Collaborative Center) in Bromont, Quebec, that is intended to establish a domestic supply chain for advanced PIC packaging in Canada supporting the photonic layer of Pasqal’s neutral-atom quantum computing hardware roadmap.

Research Collaboration with KACST

On August 12, 2026, Pasqal entered into a research collaboration agreement with King Abdulaziz City for Science and Technology (“KACST”), represented by its National Center for Quantum Technologies, to advance research and development in quantum technologies in the Kingdom of Saudi Arabia. The collaboration focuses on the development and validation of quantum-safe cryptographic solutions by combining Pasqal’s neutral-atom quantum computing technology and cloud services with KACST’s research infrastructure. The agreement further expands the Company’s presence in Saudi Arabia and complements its existing activities in the region, including the deployment of QPUs with Saudi Arabian Oil Company. While the collaboration reflects the parties’ shared intention to explore broader opportunities in quantum technologies, the agreement does not provide for any commercial commitments, and there can be no assurance that the collaboration will result in future commercial arrangements or products.

Trends and Key Factors Affecting Performance

Pasqal’s business is supported by continued growth in commercial activity through (i) direct sales of its QPUs and (ii) sales of QPU-related services consisting of cloud services or cloud access to the QPUs, research and development, software and algorithms, and operating and maintenance. Pasqal’s revenue was €16.4 million for the year ended December 31, 2025 compared to €3.5 million for the year ended December 31, 2024; this revenue growth is driven by increasing demand for neutral-atom quantum computing solutions across research, industrial, and public-sector customers. Recent equity financings have strengthened Pasqal’s liquidity position, providing capital to further scale its quantum computing platforms, advance system deployments, and accelerate the development of field-ready solutions, as well as for general corporate purposes. This enhanced capital base supports continued investment in technology development, product commercialization, and market expansion, positioning Pasqal to pursue sustained long-term growth. The following represent key trends and factors affecting its performance.

Technology Milestones

Many of Pasqal’s potential commercial opportunities depend on its ability to demonstrate the technological feasibility and performance of its neutral-atom quantum computing platform and to continue advancing its technology in a timely manner in order to remain competitive in a rapidly evolving industry. Achieving these objectives requires the successful execution of several technological milestones, including scaling hardware capacity, improving qubit performance, and further developing the software and cloud infrastructure supporting Pasqal’s products and services.

Pasqal’s technology development strategy combines two complementary approaches. In the near term, Pasqal is advancing analog quantum computing capabilities based on physical qubits, which may support the development of initial commercial applications. At the same time, Pasqal continues to pursue a longer-term roadmap focused on digital fault-tolerant quantum computing, which aims to address errors that may occur during quantum computations.

Progress along this roadmap is generally assessed through a number of technical performance indicators, including the number of qubits available in a system, the repetition rate of quantum operations, and the fidelity of quantum gate operations. Improvements in these metrics are expected to contribute over time to the performance and scalability of Pasqal’s quantum computing systems.

Pasqal is also investing in a range of supporting technologies designed to enhance the performance and scalability of its hardware platform. Among these technologies are photonic integrated circuits (“PICs”), which are being explored as part of Pasqal’s hardware architecture and may contribute to improved qubit control and system integration. PICs represent one element within a broader set of enabling technologies under development as part of Pasqal’s research and development activities.

The quantum computing industry remains subject to significant technological uncertainty and rapid innovation. Competing quantum computing architectures, as well as alternative computing approaches, including advances in classical high-performance computing and artificial intelligence, may affect the pace of adoption of quantum computing technologies. As a result, Pasqal’s ability to develop commercially viable solutions will depend in part on its capacity to execute its technology roadmap while adapting to technological developments and competitive dynamics within the broader computing landscape.

Government Funding

A portion of Pasqal’s business is conducted with various governments, consisting of the governments and government agencies in Europe, Canada, United States of America, and South Korea. Since many of Pasqal’s government customers and government funding programs are subject to budget constraints, Pasqal’s continued performance under these contracts or award of additional contracts from these agencies, could be jeopardized by governmental regulations, public procurement processes and spending reductions or budget cutbacks from the governments and government agencies. As a result, the changes in government spending levels and the timely funding thereof could impact Pasqal’s financial performance. The long-term outlook for Pasqal’s business is influenced by government funding priorities, the diversity of Pasqal’s programs and customers, and Pasqal’s ability to evolve its products and services and successfully execute on its contracts.

Strategic Partnerships

Pasqal’s future growth depends in part on its ability to identify, establish, and maintain strategic partnerships. Historically, Pasqal has relied upon third parties to operate its platform, house some of its systems, provide its services, and provide certain specialized components, such as laser components, to operate its business. Any disruption to, or interference with, Pasqal’s reliance on these third-party providers or facilities could adversely affect its business, results of operations, and financial condition. Pasqal expects to continue evaluating and pursuing additional academic, institutional, and commercial partnership opportunities that are complementary to its technology roadmap and long-term business objectives.

Pasqal has entered into the Saudi MoU (as defined below) with Eleven Ventures to establish a commercial joint venture to deploy, commercialize and scale Pasqal’s quantum computing systems across the Kingdom of Saudi Arabia and the wider region; however, no definitive agreements have been entered into and, accordingly, no financial effect has been recognized.

Macroeconomic Considerations

Results of operations have varied and may continue to vary due to uncertainties in the current economic and political context. Negative conditions in the general economy, including inflationary factors, increases in the prices of certain raw materials and energy, supply chain disruptions, shortages of electronic components, interest rates, financial and credit market fluctuations, international trade relations and tariffs, pandemics, political turmoil, natural catastrophes, warfare, and terrorist attacks, could negatively affect Pasqal’s business, including progress toward the development of quantum computing. It is not possible at this time to estimate the long-term impact that these and

related events could have on Pasqal’s business, as the impact will depend on future developments, which are highly uncertain and cannot be predicted. If these conditions persist and deepen, Pasqal could experience an inability to access additional capital if needed, or its results of operations and liquidity could otherwise be impacted.

Additionally, Pasqal’s operations and revenues are partially dependent on projects in Saudi Arabia. Ongoing geopolitical developments in the Middle East and broader global economic uncertainty, including supply chain disruptions and regional security considerations, could impact project execution timelines or future contract awards. While no material disruptions have been experienced to date, any escalation in regional tensions or changes in government priorities could adversely affect Pasqal’s operations, financial condition, and cash flows.

Pasqal closely monitors and manages potential increases in its cost structures, including changes in the prices of raw material, inflation in wages and supply chain, and generally includes a price adjustment clause in its customer contracts to limit exposure to fluctuations in these inputs. Pasqal is also closely monitoring ongoing developments regarding U.S. custom tariffs in order to anticipate any potential impact on its business and results of operations.

Basis of Presentation

Pasqal conducts business through one operating segment, which is the development and implementation of quantum computing solutions. Its activities have been conducted primarily in France. Pasqal’s historical results are reported in IFRS Accounting Standards as issued by the International Accounting Standards Board (“IASB”).

Key Components of Results of Operations

Revenue

Pasqal generates revenue primarily through (i) sales of QPUs and (ii) sales of QPU-related services consisting of cloud services or cloud access to the QPUs, research and development, software and algorithms, and operating and maintenance. Pasqal’s suite of products and services includes production-ready neutral atom quantum computers, its comprehensive accompanying software suite, which includes powerful solvers, developer quantum software development kits and scalable emulation tools, and cloud computing solutions. Pasqal’s product and service offerings are sold both directly to enterprise and research customers, and through partnerships with external software providers and hyperscalers who resell and integrate Pasqal’s quantum capabilities into broader solutions. Pasqal also generates revenue from sales of its cryogenic systems used in quantum technology research (“Cryostat”) which is recognized at a point in time when control transfers to the customers, generally upon delivery or acceptance as specified in the contract.

Pasqal’s primary revenue streams and related recognition policies are as follows:

•        Sales of QPUs — Revenue is recognized at a point in time when control transfers to the customer, generally upon installment of the QPUs and acceptance by the customer, as specified in the contract.

•        Sales of QPU-related services consisting of cloud services or cloud access to the QPUs, research and development, software and algorithms, and operating and maintenance — Revenue is recognized over time on a usage or straight-line basis over the service period. Revenue related to research and development services is recognized over time using the cost-to-cost method to measure progress to completion.

Government Grant Income

Government grant income represents a component of Pasqal’s operating income and primarily reflects funding received in connection with research and development activities, including programs supported by French, European and other public institutions. The level of government grant income may vary from period to period depending on the timing of project milestones, the recognition of eligible costs, and the availability of public funding programs. Government grants related to operating expenses are recognized in income over the period in which the related costs are incurred, while grants related to assets are recognized over the useful life of the underlying assets.

Certain Pasqal’s borrowings bear interest at rates below the prevailing market rate for comparable instruments. In accordance with IFRS 9, these borrowings were initially recognized at fair value using market borrowing rates. The difference between the cash proceeds received and the initial fair value of the loans is accounted for as a government grant under IAS 20, Accounting for Government Grants and Disclosure of Government Assistance and presented as deferred income from government grants, which is recognized in profit or loss on a systematic basis over the respective borrowing terms.

Other Operating Income

Other operating income consists primarily of changes in fair value of the contingent consideration related to the acquisition of Aeponyx Enterprises Inc., foreign exchange gains on trade receivables and trade and other payables, and other non-recurring items.

Purchases of Material

Purchases of material consist of the purchases of goods, raw materials, and consumables to be used in the development of specialized quantum computing hardware and the delivery of related software and cloud services.

Changes in Inventory

Changes in inventories consists of the raw materials, supplies and other inputs used in the development of quantum computing hardware during the period.

Employee Salaries and Benefit Expenses

Employee salaries and benefit expenses consist of compensation-related expenses including employee salaries and wages, social security and other employee benefit contributions, and share-based compensation costs.

Professional Services and Other Services

Professional services and other services consist of expenses for outsourced activities, primarily related to fees incurred for third-party professional services such as legal, intellectual property advisors, consultants, and technical and scientific subcontractors. Professional services and other services also include costs for short-term and low-value leases that qualify for the recognition exemption under IFRS 16, Leases, advertising costs, travel and entertainment costs, repairs and maintenance costs and other miscellaneous costs incurred for outsourced services.

Depreciation and Amortization

Depreciation and amortization expense results from depreciation of property, plant and equipment that are recognized over their estimated useful lives, amortization of intangible assets that are recognized over their estimated useful lives, and amortization of right-of-use assets over the lease term.

Net Impairment Losses

Net impairment losses consist of an impairment of the acquired intangible assets as part of Pasqal’s historical acquisition of Qu&Co Solutions GmbH (“Qu&Co”) in 2021, in connection with the wind-down of Qu&Co following the closure of Pasqal Netherlands B.V. on June 24, 2025.

Other Operating Expenses

Other operating expenses consist primarily of taxes on salaries and other taxes and levies, losses incurred on the disposal of property, plant and equipment, and other miscellaneous operating expenses.

Other Income (Expenses)

Change in Fair Value of Financial Liabilities at FVTPL

The change in fair value of financial liabilities at FVTPL primarily consists of changes in the fair values of convertible bonds and redeemable bonds. The bonds are recognized at their fair value and subsequently remeasured to fair value at each reporting period, with resulting gains and losses recognized in profit or loss.

Finance Income

Finance income consists primarily of interest income earned from cash and cash equivalents and realized foreign currency translation gains on foreign currency transactions.

Interest Expense

Interest expense consists of interest incurred on borrowings, which primarily include Bpifrance S.A. loans, a loan facility with Investissement Québec, a promissory note with BDC Capital Inc. and various other loans.

Other Financial Expense

Other financial expense consists of interest expense on lease liabilities and realized foreign currency translation losses on foreign currency transactions.

Income Tax (Expense) Benefit

Income tax (expense) benefit consists of income taxes related to the jurisdictions in which Pasqal conducts business.

Results of Operations

The following table sets forth Pasqal’s results of operations for the years ended December 31, 2025 and 2024:

Revenue

Total revenue is comprised of direct sales of QPU, sales of QPU-related services, and Cryostat sales. QPU sales were €7.5 million for the year ended December 31, 2025, with no revenue recognized for the year ended December 31, 2024. The increase was primarily attributable to the commissioning and the recognition of revenue under the GENCI and Forschungszentrum Jülich QPUs contracts as the related performance obligations were satisfied during the year ended December 31, 2025, which contributed approximately €6.1 million of revenue.

Revenue from QPU-related services increased by €4.4 million, or 213% from €2.1 million for the year ended December 31, 2024 to €6.5 million for the year ended December 31, 2025. This increase was primarily driven by higher revenue recognized under the French Direction Générale de l’Armement contract, resulting in revenue of €5.0 million for the year ended December 31, 2025, as compared to €0.8 million for the year ended December 31, 2024.

Cryostat sales increased by €1.1 million, or 77% from €1.4 million for the year ended December 31, 2024 to €2.6 million for the year ended December 31, 2025. This increase was primarily driven by a greater number of cryostat deliveries in 2025 as compared to 2024, as revenue is recognized upon delivery.

Government Grant Income

Government grant income decreased by €3.6 million, or 33% from €10.8 million for the year ended December 31, 2024 to €7.2 million for the year ended December 31, 2025. The decrease was primarily driven by (i) the wind-down of Qu&Co, following the closure of Pasqal Netherlands B.V, which contributed €1.5 million of government grant income for the year ended December 31, 2024, (ii) a €1.0 million reduction in research tax credit income driven mainly by legislative changes reducing eligible expenses during the year ended December 31, 2025, and (iii) the completion of the Quantum for Bio project, for which €0.7 million was recognized for the year ended December 31, 2024.

Other Operating Income

Other operating income increased by €1.6 million, or 636% from €0.3 million for the year ended December 31, 2024 to €1.9 million for the year ended December 31, 2025. The increase is primarily due to the €0.7 million change in fair value of the contingent consideration for the acquisition of Aeponyx Enterprises Inc. and the recognition of €0.6 million reversal of the 2024 VAT provision.

Purchases of Material

Purchases of raw materials and consumables decreased by €1.7 million, or 25% from €6.6 million for the year ended December 31, 2024 to €5.0 million for the year ended December 31, 2025. The decrease was driven by lower purchases of raw materials and consumables due to cost-reduction measures implemented in 2025, which reduced purchases of raw materials and the utilization in operations during the year ended December 31, 2025.

Changes in Inventory

Changes in inventory decreased by €10.6 million, or 146% from income of €7.2 million for the year ended December 31, 2024 to loss of €3.3 million for the year ended December 31, 2025. The changes in inventories in 2025 were primarily driven by the delivery of QPUs during the year, along with reduced procurement activity compared to prior period. The changes in inventories in 2024 were mainly attributable to the initial production phase of the first QPUs.

Employee Salaries and Benefit Expenses

For the year ended December 31, 2025, salaries, wages and benefits were €18.0 million, decreased by €0.8 million or 4% compared to the year ended December 31, 2024, due to the decrease in the average number of employees from 293 in 2024 to 286 in 2025.

Social security contributions increased by €1.0 million, or 19% from €5.3 million for the year ended December 31, 2024 to €6.3 million for the year ended December 31, 2025. The increase is primarily due to the increase in the headcount in the French workforce from 198 in 2024 to 224 in 2025.

Other salaries expenses increased by €10.6 million, or 290% from €3.6 million for the year ended December 31, 2024 to €14.2 million for the year ended December 31, 2025. This increase was primarily driven by higher expenses related to BSPCEs, SARs, and stock options, which amounted to €13.8 million in the year ended December 31, 2025, compared to €2.8 million in the prior year.

Professional Services and Other Services

Fees for external professional services increased by €0.9 million, or 8% from €11.1 million for the year ended December 31, 2024 to €11.9 million for the year ended December 31, 2025. The increase was primarily driven by costs incurred in connection with the Company’s preparation for becoming a public company, including advisory, legal, and other professional services.

Advertising and public relation expenses decreased by €1.7 million, or 71% from €2.4 million for the year ended December 31, 2024 to €0.7 million for the year ended December 31, 2025. The decrease was primarily attributable to cost-reduction measures implemented in 2025 in connection with the Company’s preparation for becoming a public company.

Travel and entertainment expenses decreased by €1.3 million, or 56% from €2.2 million for the year ended December 31, 2024 to €1.0 million for the year ended December 31, 2025. This change is consistent with cost-reduction measures implemented in 2025 in connection with the Company’s preparation for becoming a public company, including the temporary suspension of international expansion initiatives and participation in seminars.

Other outsourced services decreased by €0.5 million, or 38% from €1.4 million for the year ended December 31, 2024 to €0.8 million for the year ended December 31, 2025. The decrease is consistent with cost-reduction measures implemented in 2025 in connection with the Company’s preparation for becoming a public company.

Maintenance and repairs increased by €0.6 million, or 193% from €0.3 million for the year ended December 31, 2024 to €0.9 million for the year ended December 31, 2025. This increase was primarily driven by higher maintenance activity related to the expansion of deployed QPUs and associated infrastructure, as well as increased repair costs resulting from the growth of operations in the year ended December 31, 2025.

Depreciation and Amortization

Depreciation and amortization increased by €2.4 million, or 39% from €6.2 million for the year ended December 31, 2024 to €8.7 million for the year ended December 31, 2025. The increase was primarily attributable to higher depreciation of tangible and intangible assets, including €1.3 million increase related to fixtures and fittings and €0.8 million increase related to intangible assets in connection with the acquisition of Aeponyx Enterprises Inc, as compared to the year ended December 31, 2024. The increase in fixtures and fittings was primarily attributable to refurbishment works at the Company’s head office (Phenix premises) in Palaiseau undertaken in late 2024. The increase in the intangible assets was due to full year amortization of the Aeponyx Enterprises Inc. intangible assets acquired in July 2024.

Net Impairment Losses

Net impairment losses were €0.3 million for the year ended December 31, 2024 with no net impairment losses recognized for the year ended December 31, 2025. Intangible assets related to Qu&Co were impaired for an amount of €0.3 million as of December 31, 2024, following the closure on June 24, 2025.

Other Operating Expenses

Other operating expenses decreased by €5.7 million, or 89% from €6.4 million for the year ended December 31, 2024 to €0.7 million for the year ended December 31, 2025. The decrease was attributable to the €1.4 million onerous contract provision related to the Québec Inc. contract recognized for the year ended December 31, 2024. For the year ended December 31, 2025, the €1.4 million provision for onerous contract was reversed with the positive impact recognized in other operating expenses; the €1.4 million provision was then reclassified as a write-down of work-in-progress inventory recognized in changes in inventory. The decrease in other operating expenses was also attributable to €2.7 million of lease termination costs related to the cancellation of the Sentier lease recognized for the year ended December 31, 2024 that did not occur for the year ended December 31, 2025.

Other Income (Expenses)

Change in Fair Value of Financial Liabilities at FVTPL

Change in fair value of financial liabilities at FVTPL decreased by €34.9 million, or 873375% from €0.0 million for the year ended December 31, 2024 to (€34.9) million for the year ended December 31, 2025. The decrease was primarily attributable to €34.5 million related to the change in fair value of the ORA Bonds (defined below) issued between April and December 2025, compared to €0.2 million of changes in fair value recognized for the OCA Bonds (defined below) offset by €0.2 million for the change in fair value of the financial liability related to the acquisition of Aeponyx Enterprises Inc. for the year ended December 31, 2024.

Finance Income

Finance income increased by €0.5 million, or 51% from €1.0 million for the year ended December 31, 2024 to €1.6 million for the year ended December 31, 2025. The increase was driven by an increase of €0.6 million in foreign exchange gains on financial operations, partially offset by a decrease of €0.1 million in financial income from cash and cash equivalents. The increase in foreign exchange gains on financial operations was primarily due to favorable changes in foreign currency exchange rates.

Interest Expense

Interest expense increased by €1.3 million, or 53%, from €2.5 million for the year ended December 31, 2024 to €3.9 million for the year ended December 31, 2025. The increase was primarily driven by higher interest on borrowings, reflecting new debt, including the IFA loan (defined below) of €5.1 million entered into in 2025, as well as an increase of €1.0 million in accretion expense on contract liabilities.

Other Financial Expense

Other financial expense increased by €3.9 million, or 636% from €0.6 million for the year ended December 31, 2024 to €4.5 million for the year ended December 31, 2025. The increase was primarily attributable to an increase of €1.6 million in issuance costs of the ORA Bonds (defined below) issued in 2025, an increase of €2.1 million in foreign exchange losses on financial operations and increase of €0.2 million in interest expense on lease liabilities. The increase in foreign exchange losses on financial operations was primarily due to unfavorable changes in foreign currency exchange rates.

Income Tax (Expense) Benefit

Income tax (expense) benefit decreased by €0.4 million, or 127% from €0.3 million for the year ended December 31, 2024 to (€0.1) million for the year ended December 31, 2025. The difference between the theoretical tax and the income tax expense benefit recognized is primarily due to tax losses carried forward for which no deferred tax assets have been recognized.

Liquidity and Capital Resources

Since inception, Pasqal has incurred significant losses and as of December 31, 2025, Pasqal had an accumulated deficit of €32.5 million. For the years ended December 31, 2025 and 2024, Pasqal incurred net losses of €92.4 million and €48.5 million, respectively. Pasqal expects to incur significant losses for the foreseeable future.

Pasqal has historically funded its operations, capital expenditures, and working capital requirements from private financings from investors through issuances of shares and convertible bonds, loans and borrowings from financial institutions, and grants received from government organizations. As of December 31, 2025, Pasqal had cash and cash equivalents of €73.8 million. Subsequent to December 31, 2025, Pasqal issued 499,769 Series C shares at a price of €139.54 per share, for total proceeds of €69.7 million. Pasqal believes that its cash and cash equivalents as of December 31, 2025 and the proceeds it received from the Series C financing will be sufficient to meet its working capital and capital expenditure needs for the next twelve months from the date of this prospectus.

Pasqal receives cash from government grants, which may not be recurring in nature. For the years ended December 31, 2025 and 2024, the Company received government investment and income-related grants in cash of €8.0 million and €1.4 million, respectively. These government grants historically received were awarded by local governments in France, other European countries, and South Korea, primarily in recognition of Pasqal’s contributions to its research, development, and industrial deployment programs and projects. 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 certain technological milestones, 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.

Subsequent to December 31, 2025, Pasqal completed the Business Combination and received aggregate proceeds of $27.7 million from the trust account established in connection with Bleichroeder’s initial public offering. Substantially concurrently with the closing of the Business Combination, Pasqal consummated the March 2026 Financing and received aggregate proceeds of $250.0 million. Pasqal expects that the proceeds from the Business Combination and the March 2026 Financing, together with cash flows from operating activities and proceeds from future debt and equity financings, are expected to support its ongoing business operations and future growth strategy.

Pasqal’s future capital requirements will depend on several factors, including its ability to attract and retain customers, the continuing market acceptance of its products and services, the introduction of new or upgraded products and services, the technological choices it makes, the expansion of sales and marketing activities, and overall economic conditions. Pasqal’s primary short-term cash requirements are to fund working capital and lease obligations. Working capital requirements can vary significantly from period to period, particularly as a result of the timing of receipts and disbursements related to long-term contracts. Pasqal’s medium-term to long-term cash requirements are primarily to invest in facilities, equipment, technologies, personnel, research and development, and strategic acquisitions. Pasqal could be required, or could elect, to seek additional funding through public or private equity or debt financings or other capital sources; however, additional funds may not be available on terms acceptable to Pasqal, if at all.

Pasqal’s product roadmap benefits significantly from external funding sources to advance the technological roadmap across quantum computing. Pasqal invests aggressively in research and development across quantum computing, including capital expenditures, business development, and engineering. In addition to the neutral-atom quantum computers in its technological roadmap, Pasqal also provides (i) cloud services that let users run quantum algorithms, simulations, and applications without specialized on-premises hardware and (ii) a software suite that enables the design, compilation, and integration of quantum algorithms into existing applications and workflows. Pasqal expects to continue to invest in research and development as a public company to fund these technological priorities and scale toward digital fault-tolerant quantum computing. While there can be no assurances, Pasqal intends to raise such capital through additional equity or debt fundraising activities. If additional financing is required from outside sources, Pasqal may not be able to raise it on terms acceptable to Pasqal or at all. If Pasqal is unable to raise additional capital when desired, Pasqal’s business, results of operations, and financial condition would be materially and adversely affected.

First-Demand Guarantee

In connection with a contract entered into with its customer, Saudi Arabian Oil Company, Pasqal provided a first-demand bank guarantee in favor of the customer to support its performance obligations under the related agreement. As collateral for this guarantee, Pasqal pledged a cash deposit with the issuing bank; the cash deposit by Pasqal is recognized as deposits within non-current assets in Pasqal’s consolidated financial statements. As of December 31, 2025, the associated pledged deposit totaled €7.3 million.

Borrowings

As of December 31, 2025 and 2024, Pasqal’s outstanding borrowings, including accrued interest and excluding any convertible bonds, consisted of the following:

As of December 31, 2025, Pasqal’s outstanding borrowings consists of primarily the below debt agreements.

BDC Capital Inc.

On July 18, 2024, Pasqal entered into a loan agreement with BDC Capital Inc. in the aggregate principal amount of €2.0 million. The loan bears interest at a fixed rate of 15.00 % per annum and matures on September 19, 2026.

Investissement Québec — Pasqal Canada

On September 27, 2024, Pasqal entered into a loan agreement with Investissement Québec for a facility of up to CAD 15.0 million or €9.9 million, with a maturity date of September 27, 2034. On September 27, 2024, Pasqal received an initial disbursement under the facility of CAD 4.2 million or €2.8 million. In addition, on April 14, 2025, Pasqal received an additional drawdown under the facility of CAD 1.1 million or €0.7 million. Borrowings under the facility bear interest at a fixed rate of 4.09% per annum, which is below the market rate for comparable borrowings.

The difference between the proceeds received and the fair value at inception is treated as a government grant resulting in recognition of deferred income with government grant income recognized in profit or loss on a systematic basis over the term of the loan. See Note 10 of Pasqal’s audited consolidated financial statements included elsewhere in this prospectus for further details.

Bpifrance S.A. Loans

On December 31, 2021, Pasqal entered into an Amorçage Investissement loan with Bpifrance S.A. in an aggregate principal amount of €2.0 million, with a maturity date of December 31, 2029. The loan bears interest at a fixed rate of 3.57% per annum, which is below the market rate for comparable borrowings. The difference between the proceeds received and the fair value at inception is treated as a government grant resulting in recognition of deferred income with government grant income recognized in profit or loss on a systematic basis over the term of the loan. See Note 10 of Pasqal’s audited consolidated financial statements included elsewhere in this prospectus for further details.

On September 30, 2021, Pasqal entered into an Innovation R&D loan with Bpifrance S.A. in an aggregate principal amount of €2.0 million, with a maturity date of June 30, 2029. The loan bears interest at a fixed rate of 0.71% per annum, which is below the market rate for comparable borrowings. The difference between the proceeds received and the fair value at inception is treated as a government grant resulting in recognition of deferred income with government grant income recognized in profit or loss on a systematic basis over the term of the loan. See Note 10 of Pasqal’s audited consolidated financial statements included elsewhere in this prospectus for further details.

IFA Loan

On October 7, 2025, Pasqal entered into a USD 15.0 million or €12.9 million ten-year financing arrangement with the Illinois Finance Authority (“IFA”) to support its development in the U.S. As of December 31, 2025, Pasqal had drawn €5.1 million under the IFA loan. The IFA loan bears interest at a fixed rate of 3.55% per annum and includes a deferred-interest period; the IFA loan bears an interest rate below the market rate for comparable borrowings. The difference between the proceeds received and the fair value at inception is treated as a government grant resulting in recognition of deferred income with government grant income recognized in profit or loss on a systematic basis over the term of the loan. See Note 10 of Pasqal’s audited consolidated financial statements included elsewhere in this prospectus for further details.

In parallel, Pasqal entered into a long-term Tax Credit Agreement with the State of Illinois (“MICRO”), under which it may earn refundable tax credits over a ten-year period based on eligible expenses. The revocation of MICRO credits constitutes an event of default under the loan agreement. A variable fee may be owed to the IFA for quantum computers manufactured at the Illinois site and sold or leased during the loan term. As of December 31, 2025, no such fee has been incurred.

The financing arrangements described above are not subject to financial covenants that could affect the terms, repayment schedule, or continuity of the financing arrangements.

Convertible Bonds

OCA Bonds

On July 5, 2024, Pasqal issued convertible bonds to CMA CGM Group for an aggregate principal amount of €5.0 million with an interest rate of 5% per annum and maturity date of December 31, 2025 (the “OCA Bonds”). The OCA Bonds are converted into the most senior class of shares upon a change of control or at the option of the holder, at maturity. The OCA Bonds also convert upon a qualifying raise that occurs more than three months from the OCA Bonds’ issuance date, into the same class of shares issued to investors in that raise. In addition to the conversion features, the OCA Bonds have redemption features which permits the holder of the OCA Bonds to redeem for cash upon an event of default, upon a qualifying raise that occurs within three months from the OCA Bonds’ issuance date, or at maturity.

On October 15, 2025, the CMA CGM Group requested repayment of an amount equal to the aggregate principal and accrued interest, totaling €5.3 million. The liability due to CMA CGM Group was settled through the issuance of convertible bonds for €5.3 million (the “ORA Bonds”).

Redeemable Bonds

ORA Bonds

Between April 2025 and December 2025, Pasqal issued ORA Bonds to various parties for an aggregate principal amount of €68.3 million with an interest rate per annum of 12% and maturity date of June 30, 2026. The ORA Bonds are converted to either Series B or Series C shares, accompanied by the related ratchet warrants, upon the occurrence of one of the following events: qualified equity financing, non-qualified equity financing (at the option of the holder), exit event, IPO event, event of default, at maturity date, or any other mutually agreed redemption event. On March 2, 2026, the ORA Bonds were converted to 682,542 Series C shares at €139.54 per share, accompanied by ratchet warrants as a result of the issuance of Series C shares on February 28, 2026, which represented a qualified equity financing redemption event.

Upon conversion, Pasqal remeasured the fair value of the ORA Bonds as of the conversion date and derecognized the carrying amount of the liability, with a corresponding increase to equity. Accordingly, Pasqal recognized €7.1 million of change in fair value in the consolidated statement of profit or loss immediately prior to the conversion. As the ratchet warrants attached to the Series C shares were determined to have a nil fair value at inception, the entire fair value of the ORA Bonds at the conversion date was allocated to the Series C shares issued upon conversion.

Series C Financing

In December 2025, Pasqal executed a shareholders’ agreement with certain new and existing investors for the issuance of 225,741 Series C shares of Pasqal for total proceeds of €31.5 million, at a per-share price of €139.54. During January and February 2026, Pasqal issued 499,769 Series C shares at a price of €139.54 per share, for total proceeds of €69.7 million. Under the terms of the shareholders agreement, the Series C have the following ratchet warrants attached (collectively referred to as the “BSA Ratchets”):

•        “BSA Ratchet C” warrants are attached to all Pasqal Series C shares and entitle the holder to subscribe, at a nominal value, for additional Pasqal Series C shares in the event that Pasqal issues new shares or other securities that give access to a portion of its share capital based on a per-share price lower than the per-share price in the Series C financing of €139.54. The BSA Ratchet C warrants cease to be exercisable on the date Pasqal completes a direct or indirect initial public offering, including in connection with the Business Combination.

•        “BSA Ratchet C*” warrants are held by any participant in Series C financing whose investment was completed or committed prior to December 31, 2025 and entitle the holder to subscribe, at a nominal value, for additional Pasqal Series C shares in the event that Pasqal completes an initial public offering, including through a special purpose acquisition company, under which the pre-money valuation of Pasqal on a fully-diluted basis is less than $2.0 billion (a “Qualified IPO”). The BSA Ratchet C* warrants cease to be exercisable following a period of sixty days from the notification by Pasqal of either a Qualified IPO or a direct or indirect initial public offering project (including in connection with the Business Combination) with a pre-money valuation of Pasqal on a fully diluted basis that is greater than or equal to USD $2.0 billion.

•        “BSA Ratchet C**” warrants are held by any participant in Series C financing whose investment was completed or committed prior to December 31, 2025 and entitle the holder to subscribe, at a nominal value, for additional Pasqal Series C shares in the event Pasqal does not sign a business combination agreement with a special purpose acquisition company. Upon execution of the Business Combination Agreement on February 28, 2026, the BSA Ratchet C** warrants expired.

Future Funding Requirements

Pasqal’s primary use of cash is to fund its business operations, which consist primarily of employee-related costs, research and development activities, working capital requirements, lease obligations, capital expenditures and other anticipated costs to scale operations in the future and operate as a public company. Pasqal requires a significant amount of cash for expenditures and continued investment in ongoing quantum research and development and business operations.

Because of the numerous risks and uncertainties associated with research, development, and commercialization of Pasqal’s quantum technology, Pasqal is unable to estimate the exact amount of its working capital requirements. 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 Pasqal believes that it has sufficient funds for current or future operating plans. Such financings may result in dilution to shareholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than ordinary shares, imposition of debt covenants and repayment obligations or other restrictions that may adversely affect the business. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting Pasqal’s ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If Pasqal is unable to raise additional funds through equity or debt financings when needed, Pasqal may be required to delay, limit, or substantially reduce its quantum computing development efforts. Pasqal’s future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the section titled “Risk Factors” included elsewhere in this prospectus.

As of December 31, 2025, Pasqal’s contractual obligations and commitments are related to its lease obligations for office spaces and manufacturing facilities and contractual payments on its outstanding borrowings described above. The following table summarizes Pasqal’s contractual obligations and commitments as of December 31, 2025. The amounts are gross and undiscounted, and include contractual interest payments and anticipated prepayments and related penalties:

____________

(1)      Excludes commitments and guarantees between Legacy Pasqal and New Pasqal and its subsidiaries and the first-demand guarantee in connection with the contract entered into with Saudi Arabian Oil Company.

Cash Flows

The following table sets forth Pasqal’s cash flows for the years ended December 31, 2025 and 2024:

Year Ended December 31, 2025

Cash Flows Used in Operating Activities

Pasqal’s cash flows from operating activities are significantly affected by the growth of the business, changes in fair value of financial liabilities at FVTPL, changes in provisions, ongoing working capital needs to support growth in personnel-related expenditures, and fluctuations in other current assets and liabilities.

Net cash used in operating activities during the year ended December 31, 2025, was €24.3 million, resulting primarily from a net loss of €92.4 million, offset by €53.6 million in net change of non-cash adjustments and interest paid in the period and change in operating assets and liabilities of €14.3 million.

The €53.6 million in non-cash adjustments and interest paid primarily include share-based payment and other personnel expenses of €9.7 million, change in provision of €4.1 million, depreciation of property, plant and equipment and amortization of intangible assets and impairments of €8.8 million, changes in the fair value of financial liabilities at FVTPL of €34.9 million, gains and losses on disposal of assets of €0.2 million, financial expense of €3.4 million, and interest paid of €1.2 million.

The €14.3 million change in operating assets and liabilities for the year ended December 31, 2025 consisted primarily of a €10.0 million increase in contract liabilities, a €3.8 million increase in trade payables and related accounts, a €3.4 million decrease in inventories and a €0.9 million increase in other liabilities, partially offset by a €3.5 million increase in trade receivables and related accounts and a €0.3 million increase in other receivables. The increase in contract liabilities was primarily due to an increase in advances received from customers. The increase in trade payables and related accounts was mainly attributable to higher legal, audit and consulting fees incurred in connection with the Company’s preparation for becoming a public company. The decrease in inventories was primarily due to the delivery of QPUs during the year, combined with a €1.6 million impairment of work-in-progress inventory related to the contract entered into with Québec Inc. in 2025. The increase in other liabilities was primarily due to the recognition of deferred income related to the Korean grant of €0.9 million. The increase in trade receivables and related accounts was primarily attributable to the delivery of QPUs during the year, while the increase in other receivables was mainly due to interest receivable on financial assets.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the year ended December 31, 2025, was €5.4 million, resulting primarily from the purchase of property, plant and equipment of €5.7 million, purchase of intangible assets of €5.1 million, change in deposits of €2.1 million primarily related to the first-demand guarantee in connection with the recovery of the first-demand guarantee related to the Sentier lease, receipt of government investment grants of €3.9 million, proceeds from the sale of intangible asset of €0.2 million, and payment of €0.5 million to former shareholders of MyCryoFirm, which was acquired by Pasqal in 2022.

Cash Flows Provided by Financing Activities

Net cash from financing activities during the year ended December 31, 2025, was €96.7 million resulting from proceeds from borrowings of €69.4 million, including €63.0 million related to the issuance of the ORA Bonds, proceeds from issuance of Series C shares of €30.8 million, offset by repayments of borrowings and the principal portion of lease liabilities of €2.3 million, and interest payments €1.2 million.

Year Ended December 31, 2024

Cash Flows Used in Operating Activities

Pasqal’s cash flows from operating activities are significantly affected by the growth of the business, ongoing working capital needs to support growth in personnel-related expenditures, and fluctuations in inventories, trade receivables and related accounts, other receivables, and contract liabilities.

Net cash used in operating activities during the year ended December 31, 2024, was €29.9 million, resulting primarily from a net loss of €48.5 million, offset by €16.5 million in net change of non-cash adjustments and interest paid in the period and change in operating assets and liabilities of €2.0 million.

The €16.5 million in non-cash adjustments and interest paid primarily include share-based payment and other personnel expenses of €2.4 million, change in provision, depreciation of property, plant and equipment and amortization of intangible assets and impairments of €11.7 million, financial expense of €1.7 million, and interest paid of €0.7 million.

The €2.0 million change in operating assets and liabilities for the year ended December 31, 2024 consisted of €14.2 million increase in contract liabilities, €8.6 million increase in inventories, €1.9 million increase in trade receivables and related accounts, €1.8 million increase in other receivables, €0.9 million increase in other liabilities, offset by €0.7 million decrease in trade payables and related accounts. The increase in contract liabilities was primarily due to an increase in advances received from customers. The increase in inventories was primarily due to the purchase of parts required to manufacture the quantum computers with delivery dates in 2025. The increase in trade receivables and related accounts was primarily due to an increase in unbilled revenue. The increase in other receivables was primarily due to interest receivables from financial accounts. The increase in other liabilities was primarily due to the recognition of €0.8 million of tax payables. The decrease in trade payables and related accounts was primarily due to shorter payment terms from key suppliers.

Cash Flows Used in Investing Activities

Net cash used in investing activities during the year ended December 31, 2024, was €28.6 million, resulting from the purchase of property, plant and equipment of €19.2 million, purchase of intangible assets of €0.9 million, change in deposits of €8.3 million related to the first-demand guarantee in connection with the contract entered into with Saudi Arabian Oil Company in 2024, and payment of €0.5 million to former shareholders of MyCryoFirm, which was acquired by Pasqal in 2022, offset by the impact of net cash acquired from Aeponyx Enterprises Inc. of €0.3 million.

Cash Flows Provided by Financing Activities

Net cash from financing activities during the year ended December 31, 2024, was €4.8 million resulting from proceeds from borrowings of €7.8 million, offset by repayments of borrowings of €1.0 million, payments of the principal portion of lease liabilities of €1.4 million, and interest payments €0.6 million.

Critical Accounting Estimates and Judgments

Pasqal’s consolidated financial statements are prepared in accordance with IFRS as issued by the IASB. In preparing its consolidated financial statements, Pasqal makes assumptions, judgments and estimates that can have a significant impact on amounts reported in the consolidated financial statements. Pasqal bases its material judgments, estimates and assumptions on historical experience and various other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions and are recognized prospectively. Pasqal regularly re-evaluates its material judgments, estimates and assumptions. See Note 4 of Pasqal’s audited consolidated financial statements included elsewhere in this prospectus for further details.

The estimates and assumptions that have significant risks of causing material adjustments in Pasqal’s consolidated financial statements relate to:

Revenue Recognition

Pasqal recognizes revenue in accordance with IFRS 15, Revenues from Contracts with Customers (“IFRS 15”). Pasqal’s revenue recognition requires significant judgement in assessing how customer contracts give rise to enforceable rights and obligations and determining the appropriate accounting treatment under IFRS 15. The most significant judgements in applying IFRS 15 relate to the identification of distinct performance obligations within customer contracts, the assessment of the timing of revenue recognition (at a point in time versus over time), and the determination of standalone selling prices for distinct performance obligations. The estimates involved in revenue recognition may materially impact the timing and allocation of revenue, and changes in assumptions could result in significant variations in reported results. Management reviews Pasqal’s revenue recognition policies for consistency and applies estimation techniques that reflect current market conditions. However, evolving contract structures, pricing models, and customer arrangements may require adjustments in future periods. Accordingly, Pasqal monitors these factors and evaluates the sensitivity of key assumptions to assess their potential effect on financial reporting and ensure transparency regarding potential impacts on financial performance.

Pasqal derives revenue from three significant types of revenue contracts in 2025: (i) sales of QPUs (ii) sales of QPU-related services and (iii) Cryostat sales. In 2024, Pasqal derived revenue from the sales of QPU-related services and Cryostat sales.

For sales of QPUs to customers, Pasqal recognizes revenue when control of the goods or services has been transferred to the customer and Pasqal’s performance obligations to customers have been satisfied. Pasqal measures revenue at an amount that reflects the consideration to which Pasqal expects to be entitled in exchange for transferring goods or services to a customer. Sales of QPUs typically include delivery and commissioning lead time of two years after signing the contract and receipt of payment. Considering the length of time between the customers’ payment and the transfer of the equipment, these contracts contain a significant financing component and the transaction price is discounted at the prevailing interest rate in the market.

For sales of QPU-related services to customers, revenue is recognized on a straight-line basis over the service period. Pasqal’s service agreements are generally fixed term and straight-line revenue recognition is an appropriate measure of progress towards satisfaction of the performance obligation.

For Cryostat sales, Pasqal recognizes revenue when control of the goods or services has been transferred to the customer and Pasqal’s performance obligations to customers have been satisfied. Pasqal measures revenue at an amount that reflects the consideration to which Pasqal expects to be entitled in exchange for transferring goods or services to a customer.

Fair Value Measurement of ORA Bonds

Pasqal classifies its ORA Bonds as financial liabilities and measures the ORA Bonds at fair value at each reporting date in the consolidated financial statements. The fair values of these financial liabilities cannot be determined based on quoted prices in active markets and are therefore measured using a valuation model based on discounted expected cash flows, taking into account the different conversion and redemption scenarios over the contractual term. Pasqal calculates the fair value of the ORA Bonds using the following key inputs: recovery rate, expected volatility, credit spread, and an underlying share price derived from the most recent observable transaction, being the latest financing round as of the valuation date. The determination of fair value requires the use of judgement, and changes in the assumptions applied could have a significant impact on the reported fair values of these financial instruments.

Capitalization of Development Expenses

Pasqal capitalizes certain product development costs when management determines that technological and economic feasibility has been achieved, typically upon reaching defined milestones under its project management model. This process involves significant judgment, including assumptions regarding the technical feasibility of completing the intangible asset such that it will be available for use or sale, Pasqal’s intention and ability to complete the asset and either use or sell it, how the asset will generate future economic benefits, the availability of resources to complete the development, and the ability to reliably measure expenditures incurred during development. Capitalized development costs, net of accumulated amortization totaled €0.3 million and €0.6 million as of December 31, 2025 and 2024, respectively, are presented as other intangible assets on the consolidated statements of financial position, and are subject to impairment testing whenever indicators of impairment arise. Such indicators may include changes in market conditions, technological developments, or lower-than-expected project performance. Adverse changes in these factors or in key assumptions could result in a material impairment charge. Management believes its estimates are reasonable; however, actual results may differ.

Share-Based Payments

Share-Based Compensation Expense

Pasqal accounts for share-based payments in accordance with IFRS 2, Share-based Payment (“IFRS 2”). Share-based compensation expense relates to equity awards issued to its employees and non-employees which consists of Founder Share Subscription Warrants (“BSPCEs”) and Stock Appreciation Rights (“SARs”) with service conditions and options with both service and non-market performance vesting conditions.

The fair value of share-based payment awards, which consists of BSPCEs, options, and SARs, is measured on the grant date and is estimated using a Monte Carlo simulation model, which involves significant judgment and reliance on complex assumptions. BSPCEs and options are equity settled awards. SARs are cash settled awards. Pasqal calculates the fair value of the share-based compensation using the following key inputs:

•        Risk-free interest rate: the risk-free rate applied in the valuation corresponds to the yield on French government bonds, using a maturity consistent with the expected exit horizon.

•        Expected volatility: the volatility assumption is derived from the observed share-price volatility of publicly listed companies operating in an industry comparable to Pasqal. The selected volatilities are measured over periods aligned with the various exit scenarios considered. Volatility is calculated on a weekly basis and subsequently annualized.

•        Exit date: a probabilistic distribution of potential exit dates is applied.

For SARs, fair value is remeasured at each reporting date until settlement, with changes recognized in profit or loss.

Pasqal measures and records compensation expense related to share-based awards based on the fair value of those awards as determined on the date of grant. Pasqal recognizes share-based compensation expense for BSPCEs and options over the service period, which generally represents the vesting period during which an employee provides service in exchange for the award. The expense recorded related to BSPCEs and options is adjusted at each reporting date to reflect the best estimate of the total number of equity instruments expected to be vested. Pasqal recognizes share-based compensation expense for SARs over the service period, which generally represents the vesting period during which an employee provides service in exchange for the award. The expense recorded related to SARs is remeasured each reporting period to reflect the current fair value of Pasqal’s shares and the estimated number of SARs that are expected to be vested.

Compensation expense for awards to non-employees is recognized in the same manner as if we had paid cash in exchange for the goods or services, which is generally over the vesting period of the award.

Management also reassesses the number of awards expected to vest based on non-market performance conditions, and any revisions are reflected in the consolidated financial statements. These estimates are subject to significant uncertainty and could materially impact future results. While Pasqal engages external valuation specialists, management retains responsibility for the assumptions used. Assumptions and methodologies are reviewed periodically, and changes may result in material adjustments to compensation expense. Actual outcomes may differ materially from these estimates due to changes in market conditions, volatility, or strategic developments, and such differences could significantly affect reported results in future periods.

When BSPCEs and options are forfeited, any expenses previously recognized are reversed with effect from the date of the forfeiture. When SARs are forfeited, the liability is derecognized, and expenses previously recognized are reversed.

Fair Value of Pasqal’s Ordinary Shares

As a privately held company, there has been no public market for Pasqal’s ordinary shares to date. The estimated fair value of Pasqal’s ordinary shares has been determined by its board of directors as of the date of each option grant, with input from management, considering the most recently available third-party valuations of its ordinary shares and its board of directors’ assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant.

Pasqal’s third-party valuations of ordinary shares were estimated by allocating Pasqal’s total equity value to the various classes of shares. Pasqal’s total equity value was projected using a Monte Carlo simulation, incorporating assumptions regarding share price volatility and the expected timing of an exit event. Under each simulated exit scenario, the corresponding equity value is allocated across the various classes of shares in accordance with their respective economic rights. The fair value of Pasqal’s ordinary shares is therefore determined as the average of the simulated values attributable to ordinary shares, discounted at the risk-free interest rate.

In addition to considering the results of these third-party valuations, Pasqal’s board of directors considered various objective and subjective factors to determine the fair value of its ordinary shares as of each grant date, including:

•        the prices at which Pasqal sold its ordinary shares with preferential rights relative to its ordinary shares at the time of each grant;

•        the lack of an active public market, for Pasqal’s ordinary shares and ordinary shares with preferential rights;

•        external market conditions affecting the quantum computing industry and trends within the industry;

•        Pasqal’s financial position, including cash and cash equivalents on hand, and its historical and forecasted performance and operating results;

•        the likelihood of achieving a liquidity event, such as an initial public offering or sale of Pasqal in light of prevailing market conditions; and

•        the analysis of initial public offerings and the market performance of similar companies in the quantum computing industry.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if Pasqal had used significantly different assumptions or estimates, the fair value of its ordinary shares and its share-based compensation expense could have been materially different. For the year ended December 31, 2025, if there was a 10% increase in the valuation of the ordinary shares at each of the valuation dates and to the underlying exercise price of share-based awards granted during the year, the impact to the share-based compensation expense would have been an increase of €2.3 million. If there was a 10% decrease in the valuation of the ordinary shares at each of the valuation dates and to the underlying exercise price of share-based awards granted during the year, the impact to the share-based compensation expense would have been an decrease of €2.2 million.

Once a public trading market for Pasqal’s ordinary shares has been established in connection with the completion of the Business Combination, it will no longer be necessary for Pasqal’s board of directors to estimate the fair value of its ordinary shares in connection with its accounting for share-based awards and other such awards Pasqal may grant, as the fair value of its ordinary shares will be determined based on the quoted market price of its ordinary shares.

Share-Based Awards Granted

The following table summarizes by grant date the number of shares subject to BSPCEs granted from July 1, 2025 through the date of this prospectus, the per share exercise price of the BSPCEs, the per share fair value of ordinary shares underlying the BSPCEs on each grant date and the per share estimated fair value of the BSPCEs:

____________

*        Prior to the closing of the Business Combination, and in accordance with the Pasqal Board’s decision and the Pasqal Holding Board’s decision, these BSPCE holders will waive 425,380 Pasqal SAS BSPCEs, which will be replaced with 425,380 Pasqal Holding SAS BSPCEs, representing the right to acquire ordinary shares of Pasqal Holding SAS.

          There were no other share-based awards granted from July 31, 2026 through the date of this prospectus.

Emerging Growth Company Status

Pasqal is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act (the “JOBS Act”). As such, Pasqal is eligible to take advantage of certain exemptions from various reporting requirements that are otherwise applicable to other public

companies. These provisions include: (i) being permitted to provide only two years of audited financial statements in addition to any required unaudited interim financial statements and a correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus; (ii) not being required to comply with the auditor attestation requirements in the assessment of the internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (iii) reduced disclosure obligations regarding executive compensation; (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved; and (v) exemptions from compliance with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. Pasqal has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Pasqal, as an emerging growth company, will adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of Pasqal’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Pasqal will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of the fiscal year following the fifth anniversary of the effectiveness of the registration statement of which this prospectus forms a part, (b) the last date of the fiscal year in which Pasqal’s total annual gross revenue is equal to or more than $1.235 billion, (c) the date on which Pasqal is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Pasqal has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

As a foreign private issuer using foreign private issuer forms for Exchange Act reporting requirements (Forms 20-F and 6-K), New Pasqal will not be permitted to take advantage of the scaled reporting requirements available for smaller reporting companies.

Quantitative and Qualitative Disclosures about Market Risk

Pasqal is exposed to market risk in the ordinary course of its business. Market risk represents the risk of loss that may impact Pasqal’s financial position due to adverse changes in financial market prices and rates.

Interest Rate Risk

Interest rate risk is the risk of financial loss due to adverse changes in the value of assets and liabilities as a result of movements in interest rates. As of December 31, 2025, Pasqal’s debt portfolio is comprised entirely of fixed-rate debt. As of December 31, 2024, Pasqal’s debt portfolio is comprised of 97% fixed-rate debt and 3% variable-rate debt. Other than certain interest-bearing assets and instruments classified at amortized cost, Pasqal has no other significant interest-bearing instruments. Pasqal considers its exposure to interest rate risk to be low and does not expect significant impacts from potential interest rate fluctuations.

Foreign Exchange Risk

Foreign exchange risk arises when future commercial transactions or recognized assets and liabilities are denominated in a currency other than the respective group companies’ functional currency. Pasqal has limited exposure to foreign exchange fluctuations. As of December 31, 2025 and 2024, substantially all of Pasqal’s revenue was denominated in Euros. In addition, financial liabilities and lease liabilities are primarily denominated in the functional currencies of the respective entities, which further limits its foreign exchange risk exposure. Based on Pasqal’s foreign currency-denominated cash balances as of December 31, 2025 and 2024, a hypothetical 10% change in the relative value of Euros to other currencies during the years ended December 31, 2025 and 2024 would not have had a material effect on Pasqal’s consolidated financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in this prospectus.

On February 28, 2026, Bleichroeder Acquisition Corp. II (“Bleichroeder” or “Parent”), a special purpose acquisition company, Bleichroeder Acquisition France Merger Sub 2 (“Merger Sub”), a wholly-owned subsidiary of Bleichroeder, and Pasqal Holding SAS (“Legacy Pasqal”) entered into an agreement and plan of merger (the “Business Combination Agreement”). The Business Combination Agreement provides that, among other things and subject to the terms and conditions therein, (i) the merger of Bleichroeder with and into Merger Sub effecting the Reincorporation Merger, with Merger Sub continuing as the surviving entity of the Reincorporation Merger as the “Bleichroeder Surviving Corporation” (such transaction, the “Reincorporation Merger”); (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”), the merger of Legacy Pasqal with and into Bleichroeder Surviving Corporation by way of a merger of absorption (fusion-absorption) in accordance with the applicable provisions of the French Commercial Code effecting the Merger, with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” (the “Merger”); and (iii) the listing of the Ordinary Shares and the Warrants for trading on The Nasdaq Stock Market LLC (“Nasdaq”). Bleichroeder Surviving Corporation following the consummation of the Merger is referred to herein as the “Company” or “New Pasqal” and the Reincorporation Merger and the Merger are collectively referred to herein as the “Business Combination.” The Business Combination closed on August 27, 2026 (the “Closing”).

In connection with the Business Combination Agreement, on February 28, 2026, Pasqal SAS effected an internal reorganization (the “Pasqal Reorganization”), pursuant to which Pasqal SAS and its subsidiaries became the wholly-owned subsidiary of Legacy Pasqal. Following the consummation of the Pasqal Reorganization, Legacy Pasqal owns 100% of the share capital of Pasqal SAS and its subsidiaries. Pasqal SAS and Legacy Pasqal are collectively referred to herein as “Legacy Pasqal”. See Note 1 for further details.

During January and February 2026, Legacy Pasqal executed a shareholders’ agreement with certain new and existing investors for the issuance of 499,769 Series C shares of Legacy Pasqal (“Legacy Pasqal Series C Shares”) at a price of €139.54 per share for total gross proceeds of €69.7 million (the “Series C Financing”). See Note 3, Series C Financing for further details.

During the period from April 2025 to December 2025, Legacy Pasqal entered into subscription agreements with certain new and existing investors for the purchase of redeemable bonds (the “Redeemable Bonds”) for aggregate proceeds of €68.3 million. On March 2, 2026, the Redeemable Bonds were redeemed for 682,448 Legacy Pasqal Series C Shares in connection with the Series C Financing. See Note 3, Redeemable Bonds for further details.

In connection with the Business Combination, Bleichroeder and Merger Sub entered into a securities purchase agreement, dated as of March 4, 2026 and as amended on May 23, 2026, with certain investors providing for the issuance of $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 (each, an “Investment Warrants”), for an aggregate purchase price of $250.0 million, reflecting a 20% original issue discount in a private placement (such investment, the “March 2026 Financing”). Substantially concurrently with the Closing, the Company consummated the March 2026 Financing, pursuant to which the Company issued $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds, initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share, together with 32,552,083 Investment Warrants exercisable at $12.00 per Ordinary Share. See Note 1, March 2026 Financing for further details.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Bleichroeder and Legacy Pasqal as of December 31, 2025, after giving effect to the transactions, including the Business Combination, the Pasqal Reorganization, the subsequent financing events related to the Series C Financing, redemption of the Redeemable Bonds and other subsequent financing events (collectively,

presented as “Pasqal Financing Transaction Adjustments”), the March 2026 Financing and related adjustments described in the accompanying notes (together, the “Transactions”). The unaudited pro forma condensed combined balance sheet as of December 31, 2025 reflects adjustments that depict the accounting for the Transactions as if they had been consummated on December 31, 2025 (the “Balance Sheet Pro Forma Transaction Accounting Adjustments”). The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 combines the historical results of Bleichroeder and Legacy Pasqal for this period and depicts the accounting for the Transactions as if they had occurred on January 1, 2025, which is the beginning of the earliest period presented (“Statements of Operations Pro Forma Transaction Accounting Adjustments”). Collectively, the Balance Sheet Pro Forma Transaction Accounting Adjustments and Statements of Operations Pro Forma Transaction Accounting Adjustments are referred to in this section as “transaction accounting adjustments”.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial information;

•        the historical audited consolidated financial statements of Pasqal SAS for the year ended December 31, 2025, and the related notes included elsewhere in this prospectus;

•        the historical audited financial statements of Bleichroeder for the period from August 27, 2025 (Inception) through December 31, 2025, and the related notes included elsewhere in this prospectus;

•        the historical audited balance sheet of Bleichroeder as of January 9, 2026, and the related notes filed on Form 8-K on January 9, 2026;

•        the Business Combination Agreement incorporated by reference into this prospectus; and

•        the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other financial information relating to Legacy Pasqal included elsewhere in this prospectus.

The historical audited consolidated financial statements of Legacy Pasqal have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) and presented in euros. The historical audited financial statements of Bleichroeder have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and presented in U.S. dollars. The historical financial information of Bleichroeder has been translated into euros and adjusted to give effect to the differences between U.S. GAAP and IFRS, for the purposes of the unaudited pro forma condensed combined financial information. Refer to Note 5 for further information.

The unaudited pro forma condensed combined financial information is provided for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions taken place on the dates indicated, nor is it indicative of the future consolidated results of operations or financial position of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available and reflect assumptions and methodologies that management believes are reasonable under the circumstances. Actual amounts ultimately recognized may differ from these estimates as a result of the completion of additional analyses and valuation procedures.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2025

(In thousands, except share and per share amounts)