Exhibit 99.3

 

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30, 2026 AND DECEMBER 31, 2025 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

 

PASQAL HOLDING SA

 

 

 

 

 

 

 

 

 

 

 

INDEX TO FINANCIAL STATEMENTS

 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2
CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 6

 

1

 

 

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

 

In € thousand  Notes  June 30,
2026
   December 31,
2025
 
            
Goodwill  6.1   19,643    19,676 
Other intangible assets  6.2   18,858    17,451 
Property, plant and equipment, net  6.3   30,346    28,119 
Right-of-use assets      8,346    8,978 
Deposits      8,802    8,421 
Government grant receivables      8,667    1,198 
Total non-current assets      94,662    83,844 
              
Inventories, net  7.1   11,796    11,309 
Trade receivables      6,109    5,608 
Government grant receivables      3,009    8,181 
Tax receivables      5,315    3,111 
Other current assets      3,110    2,010 
Cash and cash equivalents  7.2   110,835    73,762 
Total current assets      140,175    103,980 
              
Total Assets      234,837    187,824 

 

In € thousand  Notes  June 30,
2026
   December 31,
2025
 
            
Share capital  8.1   868    715 
Share premium  8.1   211,131    70,158 
Accumulated deficit      (124,889)   (32,533)
Other reserves  8.2   95,196    49,601 
Loss for the period      (53,236)   (92,355)
Total equity      129,070    (4,415)
              
Borrowings  9   7,796    7,640 
Lease liabilities      9,359    9,627 
Employee benefit liabilities      15,161    11,051 
Deferred tax liabilities      379    366 
Deferred income from government grants  11   10,023    9,484 
Total non-current liabilities      42,719    38,168 
              
Borrowings  9   2,854    105,164 
Lease liabilities      520    524 
Provisions      357    356 
Trade and other payables      13,911    9,556 
Contract liabilities  12   28,237    22,977 
Deferred income from government grants  11   6,931    7,409 
Other current liabilities      10,237    8,084 
Total current liabilities      63,048    154,070 
              
Total shareholder’s equity and liabilities      234,837    187,824 

 

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

 

2

 

 

CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)

 

       Six-month period ended 
In € thousand  Notes   June 30,
2026
   June 30,
2025
 
Revenue  13    4,872    4,286 
Government grant income       2,950    3,544 
Other operating income       182    1,275 
Purchases of material       (2,569)   (2,692)
Changes in inventory       1,372    1,825 
Employee salaries and benefit expenses  10    (41,594)   (15,353)
Professional services and other services  14    (19,553)   (8,261)
Depreciation and amortization       (4,302)   (4,396)
Other operating expenses       (518)   - 
Operating loss       (59,161)   (19,773)
Change in fair value of financial liabilities at FVTPL  9    7,048    (3,033)
Finance income       1,414    1,101 
Interest expense       (1,996)   (1,838)
Other financial expense       (521)   (2,608)
Loss before tax       (53,216)   (26,150)
Income (expense) tax benefit  15    (20)   31 
Loss for the period       (53,236)   (26,118)
               
Other comprehensive loss       June 30,
2026
    June 30,
2025
 
               
Items that may be reclassified to profit or loss in subsequent periods       (311)   10 
Foreign currency translation adjustments       (311)   10 
               
Items that will not be reclassified to profit or loss / income in subsequent periods       (11)   14 
Remeasurement of defined benefit plans       (14)   19 
Income tax impact       4    (5)
Other comprehensive (loss) / income for the period, net of tax       (322)   24 
Total comprehensive loss for the period       (53,558)   (26,094)
               
Loss per share              
Basic losses per share  16    (6.6)   (3.8)
Diluted losses per share  16    (7.3)   (3.8)

 

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

 

3

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

 

In € thousand  Share
capital
   Share
premium
   Treasury
shares
   Accumulated
deficit
   Other
reserves
   Other
comprehensive
income
   Loss of
the
period
   Minority
interests
   Total
equity
 
  
Balance at January 1, 2025   692    131,114    -    (75,811)   25,269    (94)   (48,498)   -    32,673 
Allocation of profit / loss                  (48,498)   -         48,498         - 
Loss for the period   -    -           -    -    -    -    (26,118)          -    (26,118)
Variation in translation reserves                            10              10 
Remeasurement of defined benefit plans, net of tax   -    -    -    -    -    14    -    -    14 
Total comprehensive loss for the period   -    -    -    -    -    24    (26,118)   -    (26,094)
Equity-settled share-based payments   -    -    -    -    559    -    -    -    559 
Other variations   -    (91,776)   -    91,776    (391)   -    -    -    (391)
Total transactions with owners   -    (91,776)   -    91,776    168    -    -    -    168 
Balance at June 30, 2025   692    39,339    -    (32,533)   25,438    (70)   (26,118)   -    6,747 
                                              
Balance at December 31, 2025   715    70,158    -    (32,533)   49,584    16    (92,355)   -    (4,415)
Allocation of profit / loss   -    -    -    (92,355)   -    -    92,355    -    - 
Loss for the period   -    -    -    -    -    -    (53,236)   -    (53,236)
Variation in translation reserves                            (311)             (311)
Remeasurement of defined benefit plans, net of tax   -    -    -    -    -    (11)   -    -    (11)
Total comprehensive loss for the period   -    -    -    -    -    (322)   (53,236)   -    (53,558)
Issue of share capital   153    140,973    -    -    22,583    -    -    -    163,709 
Equity-settled share-based payments   -    -    -    -    23,334    -    -    -    23,334 
Other variations        -    -    -    -    -    -    -    - 
Total transactions with owners   153    140,973    -    -    45,916    -    -    -    187,043 
Balance at June 30, 2026   868    211,131    -    (124,889)   95,500    (305)   (53,236)   -    129,070 

 

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

 

4

 

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

       Six-month period ended 
in € thousand  Notes   June 30,
 2026
   June 30,
2025
 
             
CASH FLOW USED IN OPERATING ACTIVITIES               
Cash used in operations   19    (25,194)   (19,956)
Net cash flows used in operating activities        (25,194)   (19,956)
                
CASH FLOW USED IN INVESTING ACTIVITIES               
Acquisition of property, plant and equipment   6.3    (2,042)   (4,908)
Acquisition of intangible assets   6.2    (2,423)   (147)
Proceeds from sale of intangible asset        -    112 
Receipt of government grants        375    1,359 
Change in deposits        (380)   596 
Purchases of subsidiary        (500)   (157)
Net cash flows used in investing activities        (4,970)   (3,145)
                
CASH FLOW FROM FINANCING ACTIVITIES               
Proceeds from borrowings   9    83    43,518 
Repayment of borrowings and lease liabilities   9    (1,123)   (1,588)
Interest paid        (188)   (407)
Proceeds from capital increases   8.1    68,480    - 
Net cash flows from financing activities        67,251    41,523 
                
Net increase in cash and cash equivalents        37,087    18,422 
                
Cash and cash equivalents at the beginning of the six-month period        73,762    7,163 
Effects of exchange rate changes on cash and cash equivalents        (14)   (61)
Cash and cash equivalents at the end of the six-month period        110,835    25,524 

 

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

 

5

 

 

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1. Corporate information and description of business 7
Note 2. Key events 7
Note 3. Basis of preparation of the consolidated financial statements 8
Note 4. Liquidity risk 9
Note 5. Segment information 9
Note 6. Non-current assets 10
Note 7. Current assets 11
Note 8. Consolidated Shareholders’ Equity 12
Note 9. Financial liabilities 15
Note 10. Share-based payments 17
Note 11. Deferred income from government grants 19
Note 12. Contract liabilities 20
Note 13. Revenue 20
Note 14. Professional services and other services 22
Note 15. Income taxes 22
Note 16. Loss per share 22
Note 17. Related party disclosures 23
Note 18. Off-balance-sheet commitments 24
Note 19. Changes in net working capital related to operating activities 26
Note 20. Events after the reporting period 26

 

6

 

 

Note 1. Corporate information and description of business

 

Pasqal Holding SAS (“the Company” or “the parent”) is a simplified corporation incorporated in France under French law. It was created in February 2026 as part of a group reorganization and is registered with the Evry Trade and Companies Register under number 101 390 649. The registered office is located at 24 Rue Emile Baudot, 91120 Palaiseau, France. The Company became the parent company of Pasqal SAS as part of the Group reorganization described in Note 2.2.

 

The Group is principally engaged in the development and commercialization of quantum computers based on neutral atoms arranged in 2D and 3D lattices, providing useful quantum advantages to its customers to solve real-world problems.

 

Note 2. Key events

 

2.1. Business Combination Agreement

 

On February 28, 2026, Pasqal Holding SAS entered into an agreement and plan of merger (as amended, the “Business Combination Agreement”) with Bleichroeder Acquisition Corp. II (“Bleichroeder”) and Bleichroeder Acquisition France Merger Sub 2 (“Merger Sub”) 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 Pasqal Holding SAS with and into Bleichroeder Surviving Corporation by way of a merger by absorption, 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, the “Business Combination”). As of June 30, 2026, the proposed Business Combination had not been completed and remained subject to customary closing conditions, including the effectiveness of the registration statement filed with the U.S. Securities and Exchange Commission (“SEC”), shareholder approvals and other conditions set forth in the Business Combination Agreement. The Business Combination was completed on August 27, 2026 (the “Closing”), resulting in the creation of Pasqal Holding SA (“New Pasqal”). See Note 20 for further disclosures.

 

2.2. Group reorganization

 

During the first half of 2026, the Group implemented a legal reorganization in connection with its anticipated Business Combination. As part of this reorganization, Pasqal Holding SAS was established as the new parent company of the Group. During the first half of 2026, the shareholders of Pasqal SAS contributed their shares in Pasqal SAS to Pasqal Holding SAS in exchange for shares of Pasqal Holding SAS. The transaction was treated as a capital reorganization with no impact on the carrying values of assets and liabilities or total consolidated equity. All per share data were retroactively adjusted.

 

2.3. Financing

 

In continuation of the capital increase program initiated in December 2025, the Group proceeded with additional subscriptions of Series C Shares during January and February 2026. A total of 499,769 Series C Shares were issued over this period, generating proceeds of €69,738 thousand.

 

Following these Series C issuances, and upon completion of the Qualified Equity Financing as contractually defined in the redeemable bonds (“ORAs”) agreements, the ORAs were automatically redeemed in Series C Shares on March 2, 2026. As a result of this redemption, a total of 682,448 Series C Shares were issued to ORA holders on March 2, 2026. The ORAs were derecognized upon conversion into equity instruments, with the corresponding amount reclassified from financial liabilities to equity. See Notes 8 and 9 for further disclosures.

 

7

 

 

On March 4, 2026, in connection with the planned Business Combination, Bleichroeder and Merger Sub entered into a securities purchase agreement, as amended on May 23, 2026 (the “Pre-PIPE Securities Purchase Agreement”), with certain investors providing for the issuance of $312.5 million aggregate principal amount of senior unsecured bonds convertible into New Pasqal ordinary shares (the “Convertible Bonds”) and receive warrants to subscribe for a number of New Pasqal ordinary shares equal to 125% of the total number of New Pasqal ordinary shares into which the Convertible Bonds are initially convertible at closing date, at an initial exercise price of $12.00 per share subject to certain adjustments as set forth therein (the “Warrants”), for an aggregate purchase price of $250.0 million, reflecting a 20% original issue discount (the “March 2026 Financing” or “Pre-PIPE”). The Convertible Bonds bear interest at a rate of either 10% per annum payable in cash semi-annually however, if a payment in cash has not been made on a semi-annual payment date, payment on the next semi-annual Payment Date shall be in PIK at a rate of 12% per annum in payment-in-kind and are convertible at the option of the holder. Concurrently with the Closing on August 27, 2026, the Group consummated the March 2026 Financing. See Note 20 for further disclosures.

 

Note 3. Basis of preparation of the consolidated financial statements

 

3.1. Statement of compliance

 

The half-year condensed consolidated financial statements for the six-month period ended June 30, 2026 have been prepared in accordance with IAS 34 (Interim Financial Reporting) as issued by the International Accounting Standards Board (IASB).

 

The half-year condensed consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements. The accompanying notes therefore relate to significant events and transactions of the period, and should be read in conjunction with the annual consolidated financial statements and related notes for the year ended December 31, 2025, included in the Company’s registration statement on Form 20-F.

 

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the adoption of new and amended IFRS Accounting Standards as set out below:

 

Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) (issued on 30 May 2024)

 

Contracts Referencing Nature-dependent Electricity Amendments to IFRS 9 and IFRS 7 (issued on 18 December 2024).

 

The adoption of these amendments did not have a material impact on the Group’s half-year condensed consolidated financial statements.

 

IFRS 18 - Presentation and Disclosure in Financial Statements, and the amendments to the other standards, is effective for reporting periods beginning on or after 1 January 2027, but earlier application is permitted and must be disclosed. IFRS 18 will apply retrospectively. The Group does not intend to early adopt IFRS 18 and is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

 

3.2. Authorization for issue

 

The half-year condensed consolidated financial statements were authorized for issue by the Group’s Board of Directors on September 23, 2026.

 

3.3. Judgments and use of estimates

 

The significant accounting estimates, assumptions and judgments applied in preparing these half-year condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s consolidated annual financial statements for the year ended December 31, 2025.

 

8

 

 

Note 4. Liquidity risk

 

The Group is exposed to liquidity risk, i.e., the risk that it may be unable to meet its financial obligations as they fall due, taking into account the financing requirements associated with the development of its business.

 

The table below summarizes the Group’s net liquidity position as of June 30, 2026:

 

In € thousand  June 30,
2026
   December 31,
2025
 
         
Cash and cash equivalent (1) (A)   110,835    73,762 
Current borrowings   (2,854)   (105,164)
Of which ORA   -    (102,278)
Current borrowings excluding ORA(2) (B)   (2,854)   (2,886)
Trade and other payables   (13,911)   (9,556)
Other current liabilities   (10,237)   (8,084)
Trade payables and other current liabilities (C)   (24,149)   (17,641)
Net liquidity position (A) – (B) – (C)   83,832    53,235 

 

(1) Cash includes amounts received under the Korean grant agreement and IFA loan, with balances amounting to €2,716 thousand and €4,637 thousand, respectively, as of June 30, 2026. See Note 7.2 for further disclosures.
(2) As of December 31, 2025, the ORAs were excluded from the calculation of the net liquidity position as they were redeemable in ordinary shares of the Company.

 

The consolidated financial statements as of June 30, 2026, have been prepared on a going concern basis. In assessing the Group’s ability to continue as a going concern for at least twelve months from the reporting date, management considered the Group’s cash position, projected operating results and cash flows, expected working capital requirements, planned capital expenditures, and the availability of additional sources of financing.

 

As of June 30, 2026, the Group had cash and cash equivalents of €110,835 thousand. In addition, on March 4, 2026 the Group entered into the Pre-PIPE Securities Purchase Agreement for the purchase of Convertible Bonds and Warrants with certain investors for an aggregate purchase price of $250,000 thousand, reflecting a 20% original issue discount. The Pre-PIPE was consummated concurrently with the Closing. See Notes 2 and 20 for further disclosures.

 

Management believes that its cash and cash equivalents as of June 30, 2026 will be sufficient to meet its working capital and capital expenditure needs for the next twelve months from the reporting date.

 

Based on the above, management concluded that the going concern basis of accounting remains appropriate as of June 30, 2026.

 

Note 5. Segment information

 

The Chief Executive Officer (CEO) is the Chief Operating Decision Maker (CODM). The CODM allocates resources and assesses performance at consolidated level using aggregated information based on the Group’s profit or loss.

 

The Group operates in a single operating segment which is the development and implementation of quantum computing solutions.

 

See Note 13 for further disclosure on revenue-related segment information.

 

9

 

 

Note 6. Non-current assets

 

6.1. Goodwill

 

Carrying amounts and changes during the period

 

Goodwill amounted to €19,643 thousand as of June 30, 2026 and to €19,676 thousand as of December 31, 2025, respectively. The movement during the period was due to the impact of changes in exchange rates.

 

As of June 30, 2026, the Group did not identify any indication of impairment.

 

6.2. Other intangible assets

 

Carrying amounts and changes during the period

 

In € thousand  Development
costs
   Concessions,
patents,
licenses
and similar
assets
   Intangible
assets in
progress
   Total 
Gross intangible assets at January 1, 2026   1,765    14,396    6,305    22,467 
Increase   -    67    2,362    2,429 
Decrease   -    -    -    - 
Translation adjustments   -    (88)   (33)   (121)
Changes in scope   -    -    -    - 
Reclassification   203    -    (285)   (82)
Gross intangible assets at June 30, 2026   1,969    14,374    8,348    24,692 
                     
Amortization and depreciation of intangible assets at January 1, 2026   (1,495)   (3,520)   -    (5,016)
Increase   (139)   (698)   -    (836)
Decrease   -    -    -    - 
Translation adjustments   -    18    -    18 
Changes in scope   -    -    -    - 
Reclassification   -    -    -    - 
Amortization and depreciation of intangible assets at June 30, 2026   (1,634)   (4,199)   -    (5,834)
                     
Net intangible assets at January 1, 2026   270    10,876    6,305    17,451 
Increase   (139)   (631)   2,362    1,592 
Decrease   -    -    -    - 
Translation adjustments   -    (70)   (33)   (103)
Changes in scope   -    -    -    - 
Reclassification   203    -    (285)   (82)
Net intangible assets at June 30, 2026   335    10,175    8,348    18,858 

 

The increase in intangible assets under development as at June 30, 2026 primarily reflects development expenditures incurred by Pasqal SAS and Aeponyx that meet the capitalization criteria. Non-capitalized research and development costs amounted to €4,189 thousand and €4,030 thousand for the periods ended June 30, 2026 and June 30, 2025, respectively.

 

There were no indications of impairment of intangible assets as at June 30, 2026.

 

10

 

 

6.3. Property, plant & equipment

 

Carrying amounts and changes during the period

 

In € thousand   Plant,
equipment
and
machinery
    Fixtures
and fittings
    Office
supplies
    Transport
equipment
    Hardware
equipment
    Tangible
assets in
progress
    Total  
Gross property, plant and equipment at January 1, 2026     14,366       18,900       744           4       3,598        1,069       38,681  
Increase     439       46       7       -       101        1,449       2,042  
Decrease     -       -       -       -       -       -       -  
Translation adjustments     (8 )     (23 )     (1 )     -       64        -       32  
Changes in scope     -       -       -       -       -       -       -  
Reclassification     273       (54 )     -       -       2,995 (1)       (191 )     3,023  
Gross property, plant and equipment at June 30, 2026     15,070       18,869       750       4       6,757        2,327       43,778  
                                                         
Amortization and depreciation of property, plant, and equipment at January 1, 2026     (4,670 )     (2,722 )     (158 )     (4 )     (3,008  )     -       (10,561 )
Increase     (1,352 )     (1,024 )     (74 )     -       (439  )     -       (2,889 )
Decrease     -       -       -       -       -       -       -  
Translation adjustments     3       5       -       -       (1  )     -       8  
Changes in scope     -       -       -       -       -       -       -  
Reclassification     -       13       -       -       (3  )     -       10  
Amortization and depreciation of property, plant, and equipment at June 30, 2026     (6,019 )     (3,728 )     (231 )     (4 )     (3,451  )     -       (13,432 )
                                                         
Net property, plant and equipment at January 1, 2026     9,696       16,177       586       -       590        1,069       28,119  
Increase     (913 )     (978 )     (67 )     -       (338  )     1,449       (846 )
Decrease     -       -       -       -       -       -       -  
Translation adjustments     (6 )     (17 )     (1 )     -       63        -       40  
Changes in scope     -       -       -       -       -       -       -  
Reclassification     273       (41 )     -       -       2,992 (1)       (191 )     3,033  
Net property, plant and equipment at June 30, 2026     9,051       15,142       519               3,307        2,327       30,346  

 

(1) The reclassification mainly relates to the commissioning of the QPU under the Saudi Aramco contract in May 2026. As of December 31, 2025, €2,578 thousand relating to this contract were classified as inventory.

 

There were no indications of impairment of property, plant & equipment as at June 30, 2026.

 

Note 7. Current assets

 

7.1. Inventories

 

Carrying amounts and changes during the period

 

   June 30, 2026   December 31, 2025 
In € thousand  Gross   Impairment   Net   Gross   Impairment   Net 
                         
Raw materials and other supplies   7,690    -    7,690    6,166    -    6,166 
Work in progress - goods   4,427    (321)   4,106    6,695    (1,552)   5,142 
Inventories   12,117    (321)   11,796    12,861    (1,552)   11,309 

 

11

 

 

In connection with the contract with Québec Inc., a subsidiary of DistriQ, Pasqal recognized an impairment of work in progress amounting to €1,552 thousand as of December 31, 2025 due to expected future costs to fulfill its obligations. As of June 30, 2026, management reassessed the net realizable value of the related work in progress and recognized a reversal of impairment of €1,231 thousand as such costs had substantially been incurred through June 30, 2026, resulting in an impairment balance of €321 thousand as of June 30, 2026.

 

No other impairment of inventory was recognized for the period ended June 30, 2026. Management believes that the impairment risk of the components in inventory is low, given the projected revenue for 2026 and the order backlog.

 

7.2. Cash and cash equivalents

 

In € thousand  June 30,
2026
   December 31,
2025
 
         
Marketable securities   -    26 
Cash and cash equivalents   110,835    73,736 
Total   110,835    73,762 

 

Cash and cash equivalents consist of cash at bank and on hand.

 

As of June 30, 2026, cash and cash equivalents include amounts received by the Group in connection with the Korean grant agreement and the IFA loan for €2,716 thousand and €4,637 thousand, respectively (compared to €2,832 thousand and €4,737 thousand as of December 31, 2025, respectively). Although these funds are contractually restricted to eligible expenditures and subject to reporting requirements, such restrictions do not affect the classification of the bank balance as cash and cash equivalents.

 

The carrying amount of cash and cash equivalents approximates their fair value due to their short-term nature. For information on the Group’s financial instruments measured at fair value, refer to Note 9.1 below.

 

Note 8. Consolidated Shareholders’ Equity

 

8.1. Issued share capital

 

8.1.1. Description of issued share capital

 

In € thousand  June 30,
2026
   December 31,
2025
 
         
Number of shares   8,678,864    7,148,772 
Par value   0,10    0,10 
Paid-in capital in euros   868    715 

 

As of June 30, 2026, the Company’s share capital amounted to €868 thousand, divided into 8,678,864 common shares with a par value of €0.10 each. Share premiums amounted to €211,131 thousand.

 

In the first half of 2026, the Group issued 499,769 Series C Shares through several capital increases in exchange for cash resulting in a total increase of €69,738 thousand, of which €50 thousand in share capital and €69,688 thousand in share premium. See Note 2 for further disclosures.

 

Each Series C Share issued under the Series C Financing carries attached share subscription warrants (collectively, the “BSA Ratchet warrants”) that may entitle the holder to subscribe, at nominal value, for additional Series C Shares upon the occurrence of certain contingent dilutive events (in particular, the issuance of new shares at a per-share price lower than €139.54, or the completion of an initial public offering — including in connection with the planned business combination — with a pre-money valuation of Pasqal S.A.S on a fully diluted basis lower than $2.0 billion). The BSA Ratchet warrants do not meet the definition of an equity instrument under IAS 32 and are accounted for as derivative financial liabilities measured at fair value through profit or loss in accordance with IFRS 9. Based on management’s assessment of facts and circumstances existing at the respective issuance dates and at June 30, 2026, including the expected progression of the contemplated business combination, the fair value of the BSA Ratchet warrants was determined to be immaterial. Accordingly, the proceeds received from the Series C Financing were allocated entirely to the Series C Shares issued. Subsequent to June 30, 2026, and following the completion of the Business Combination, all outstanding BSA Ratchet warrants expired in accordance with their contractual terms.

 

12

 

 

Following these Series C issuances, and upon completion of the Qualified Equity Financing as contractually defined in the ORA agreements, the ORAs were automatically redeemed in Series C Shares on March 2, 2026. As a result of this redemption, a total of 682,448 Series C Shares were issued to ORA holders on March 2, 2026 for a total amount of €95,230 thousand, of which €68 thousand in share capital, €73,154 thousand in share premium, and the remaining amount in reserves. See Note 9 for further disclosures.

 

During the first half of 2026, holders of BSPCEs exercised a total of 347,875 BSPCEs, resulting in the issuance of an equivalent number of ordinary shares. These exercises increased the Company’s share capital by €35 thousand and share premium by €100 thousand.

 

Capital increase costs directly attributed to these transactions amounted to €1,969 thousand and were recognized as a deduction from share premium.

 

As of June 30, 2026, the rights attached to the different classes of shares are as follows:

 

(i)Equal rights to normal dividend distributions with other ordinary shareholders;

 

(ii)Priority rights that breakdown by class of common shares as described below (in the event of a sale at a price per Share inferior to the Series C Share Subscription Price):

 

Series A, B and C:

 

Holders of Series A, Series B and Series C Shares benefit from the most senior economic rights in the distribution waterfall. Following an initial allocation of 10% of the proceeds distributed pro rata among all selling shareholders (regardless of share class), holders of Series A, Series B and Series C Shares are entitled, on a pari passu basis among themselves, to receive an amount equal to: (i) the subscription price paid for such shares, plus (ii) any declared but unpaid dividends, minus (iii) the nominal value of such shares (the “Liquidation Preference A/B/C). This preference ranks ahead of all other share classes. In the event of insufficient proceeds, the Liquidation Preference A/B/C is allocated pro rata among the relevant holders based on their respective entitlements.

 

Seed Shares

 

Holders of Seed Shares are entitled to receive, after satisfaction of the Liquidation Preference A/B/C, an amount equal to: (i) the subscription price paid for such shares, plus (ii) any declared but unpaid dividends, minus (iii) the nominal value of such shares (the “Liquidation Preference Seed”). In the event of insufficient proceeds, the Liquidation Preference Seed is allocated pro rata among the Seed Shareholders based on their respective entitlements.

 

Other common shares

 

Holders of Common Shares participate in the initial 10% allocation on a pro rata basis alongside all other share classes. Thereafter, Common Shares rank junior to all preferred share classes. Holders of Common Shares are only entitled to receive any residual proceeds remaining after full satisfaction of the Liquidation Preference A/B/C and the Liquidation Preference Seed if the Liquidation Preference A/B/C and/or the Liquidation Preference Seed is/are applicable, it being specified that if the Liquidation Preference A/B/C and/or the Liquidation Preference Seed is/are applicable, holders of Shares are entitled to 10% of the proceeds on a pro-rata basis, and then Common Shares are entitled to receive any residual proceeds remaining after full satisfaction of the Liquidation Preference A/B/C and the Liquidation Preference Seed.

 

Conversion of Preferred shares

 

The Series A Shares, Series B Shares and Series C Shares may be converted into common shares upon the occurrence of specific trigger events, notably an initial public offering. In particular, all preferred shares are automatically converted into common shares in the event of an IPO meeting predefined conditions, based on a 1:1 conversion ratio, subject to customary adjustments.

 

(iii)In the event of a sale with a price per share higher than such subscription price, the price shall be distributed among the selling Shareholders in proportion to the share capital of the Company on an as-converted to common shares basis.

 

8.1.2. Distribution of dividends

 

The Company has not distributed any dividend during the period.

 

13

 

 

8.2. Other reserves

 

As of June 30, 2026, other reserves amounted to €95,500 thousand.

 

The share-based payments reserve is used to recognize the value of equity-settled share-based payments provided to employees, including key management personnel, as part of their remuneration. Refer to Note 8.3 for further disclosures of these plans.

 

There are no minority shareholders.

 

8.3. Warrants and options

 

8.3.1. Founder Share Subscription Warrants (“BSPCE”)

 

The fair value of the share options is measured at the grant date using a Monte-Carlo simulation model, taking into account the terms and conditions under which the options are granted.

 

The table below shows the BSPCE plans allocated in previous financial years as of June 30, 2026:

 

Plan   Number of
BSPCE
granted
    Number of
instruments
vested
    Number of
instruments
to be vested
    Number
of BSPCE
cancelled
    Number
of BSPCE
exercised
(1)
    Number of
BSPCE
outstanding
    Exercise
price
    Vesting
period
 
BSPCE 04_2019     340,000       -       -       -       340,000       -     0.37       4 years  
BSPCE 07_2019     30,000       -       -       -       30,000       -     0.37       4 years  
BSPCE 04_2021     95,100       79,000       -       15,000       1,100       79,000     14.85       4 years  
BSPCE 12_2021     69,700       19,800       9,500       40,369       31       29,300     32.22       4 years  
BSPCE 12_2023     130,100       54,900       26,100       49,100       -       81,000     73.17       4 years  
BSPCE 06_2024     63,386       31,242       25,019       7,050       75       56,261     74.00       4 years  
BSPCE 10_2024     5,500       1,450       4,050       -       -       5,500     74.00       4 years  
BSPCE 04_2025     92,400       23,074       69,226       100       -       92,300     74.00       4 years  
BSPCE 10_2025 DG     286,920       121,152       165,768       -       -       286,920     73.17       48 months  
BSPCE 10_2025     138,460       60,576       77,884       -       -       138,460     73.17       48 months  
BSPCE 11_2025     68,700       3,975       61,925       2,800       -       65,900     74.00       4 years  
BSPCE 03_2026 (2)     72,492       36,246       36,246       -       -       72,492     73.17       48 months  
BSPCE 07_2026 (3)     500,388       125,097       375,291       -       -       500,388     50.00       48 months  
Total     1,893,146       556,512       851,009       114,419       371,206       1,407,521                  

 

(1) Of which 347,875 BSPCEs exercised during the first half of 2026. See Note 8.1 for further disclosures.
(2) BSPCE 03_2026 correspond to the increase in certain executives’ awards decided by the Remuneration Committee on March 12, 2026.
(3) BSPCE 07_2026 were granted to certain executives. In accordance with IFRS 2.IG4, a portion of the expense was recognized in H1 2026, reflecting services received from February 2026, although the grant was formally approved only on 28 July 2026.

 

The Group accounts for the BSPCE plans as equity-settled plans.

 

8.3.2. Options

 

Plan  Grant date
by the
Chairman
  Number of
options
granted
   Number of
options
cancelled
   Number of
options
exercised
   Number of
options
outstanding
   Exercise
price
   Vesting
Period
Options 2024  July 29, 2024   10,385         -         -    10,385   0.0001   2 years

 

14

 

 

These options are classified as equity-settled plans. The table below shows the outstanding options as of June 30, 2026:

 

Note 9. Financial liabilities

 

9.1. Changes during the period in current and non-current borrowings

 

Carrying amounts and changes during the period

 

In € thousand  Long-term
borrowing
from credit
institutions – non-current
   Issue of
investments
and advances
of the state – non-current
   Other loans
and financial
debts – non-current
   Total 
Borrowings – non-current at January 1, 2026   1,900    1,231    4,510    7,640 
Subscription   -    83    -    83 
Reimbursement   -    -    -    - 
Translation adjustments   (14)   -    62    48 
Changes in scope   -    -    -    - 
Reclassification   (440)   (1)   (46)   (487)
Fair value and other changes   152    -    361    512 
Borrowings – non-current at June 30, 2026   1,597    1,312    4,887    7,796 

 

Non-current borrowings mainly include:

 

-BPI loans for an outstanding amount of €1,527 thousand (€1,810 thousand in 2025).

 

-Canadian Investissement Québec loan including capitalized interests for €2,650 thousand (€2,580 thousand in 2025).

 

-IFA loan for an outstanding amount of €2,236 thousand (€1,930 thousand in 2025).

 

BPI Amorçage Investissement (fixed rate of 3.57%), BPI Innovation R&D (fixed rate of 0.71%), the Canadian loan (fixed rate of 4.09%) and the IFA loan (fixed rate of 3.55%) bear interest rates below the prevailing market rate for comparable instruments. In accordance with IFRS 9, these borrowings were initially recognized at fair value based on market borrowing rates. The difference between the cash proceeds received and the initial fair value of each loan constitutes a government grant under IAS 20 and is presented as deferred income from government grants, recognized in profit or loss on a systematic basis over the respective borrowing terms See Note 11 for further disclosure.

 

15

 

 

In € thousand  Bond
issues - current
   Long-term
borrowing
from credit
institutions - current
   Accrued
interests on
loans
   Other
loans and
financial
debts - current
   Current
bank
borrowings
and
overdrafts
   Issue of
investments
and
advances of
the state - current
   Total 
Borrowings - current at January 1, 2026   102,278    2,711    43    111    14    7    105,164 
Subscription   -    -    227    -    -    -    227 
Reimbursement   -    (602)   -    -    (7)   (4)   (612)
Conversion   (95,230)   -    -    -    -    -    (95,230)
Translation adjustments   -    -    3    (1)   -    -    2 
Changes in scope   -    -    -    -    -    -    - 
Reclassification   -    440    (137)   47    -    1    351 
Fair value and other changes   (7,048)   -    -    -    -    -    (7,048)
Borrowings - current at June 30, 2026   -    2,549    137    157    7    5    2,854 

 

Change in current borrowings as of June 30, 2026 mainly related to the redemption of the ORAs.

 

In 2025, the Group issued ORAs for a total amount of €68,295 thousand. These instruments were designated in full at fair value through profit or loss and classified within Level 3 of the fair value hierarchy.

 

In February 2026, the Group completed the capital increase (Series C financing) – see Notes 2 and 8. Following these Series C issuances, and upon completion of the Qualified Equity Financing as contractually defined in the ORA agreements, the ORAs were automatically redeemed in Series C Shares on March 2, 2026. As a result of this redemption, a total of 682,448 Series C Shares were issued to ORA holders on March 2, 2026.

 

Their fair value at redemption date was determined based on the contractual conversion terms, under which the amount delivered to investors in shares is equal to the nominal amount plus accrued interest, multiplied by a contractual conversion factor contractually defined between 1/0.65 and 1/0.85, depending on the period elapsed between the subscription date and the occurrence of the Qualified Equity Financing event. As of March 2, 2026, the ORAs were remeasured at €95,230 thousand, the corresponding change in fair value was recognized as a gain in profit or loss under “Change in fair value of financial liabilities at FVPL” for €7,048 thousand.

 

The ORAs were derecognized upon conversion into equity instruments, with the corresponding amount reclassified from financial liabilities to equity.

 

Further information on the Group’s fair value measurement policies, including the IFRS 13 fair value hierarchy, valuation techniques, significant unobservable inputs and sensitivity analyses relating to these instruments, is provided in Note 18 to the consolidated financial statements as of 31 December 2025.

 

9.2. Breakdown of borrowings and other loans by maturity

 

As of June 30, 2026

 

In € thousand  June 30,
2026
   < 1 year   Between 1
and 5 years
   Beyond 
                 
Long-term borrowing from credit institutions – non-current   1,597    -    1,597    - 
Issue of government loans – non-current   1,312    -    1,312    - 
Other loans and financial debts – non-current   4,887    -    1,544    3,343 
Borrowings – non-current   7,796    -    4,454    3,343 
                     
Long-term borrowing from credit institutions – current   2,549    2,549    -    - 
Accrued interests on loans   137    137    -    - 
Other loans and financial debts - current   157    157    -    - 
Current bank borrowings and overdrafts   7    7    -    - 
Issue of government loans – current   5    5    -    - 
Borrowings – current   2,854    2,854    -    - 

 

16

 

 

9.3. Breakdown of borrowings and other loans by maturity (undiscounted Cash Flows)

 

As of June 30, 2026

 

In € thousand  June 30, 2026   < 1 year   Between 1 and 5 years   Beyond 
Long-term borrowing from credit institutions – non-current   1,870    -    1,870    - 
Issue of investments and advances of the state – non-current   1,312    -    1,312    - 
Other loans and financial debts – non-current   8,599    -    4,130    4,469 
Borrowings – non-current   11,782    -    7,312    4,469 
Long-term borrowing from credit institutions - current   2,802    2,802    -    - 
Accrued interests on loans   137    137    -    - 
Other loans and financial debts - current   157    157    -    - 
Current bank borrowings and overdrafts   7    7    -    - 
Issue of investments and advances of the state - current   5    5    -    - 
Borrowings - current   3,108    3,108    -    - 

 

Note 10. Share-based payments

 

10.1. Share-based payment arrangements

 

A description of BSPCEs and options is provided in Note 8.

 

The liability associated with the share appreciation rights (SARs) awards is measured both at initial recognition and at each reporting date until settlement, based on the fair value of the SARs, determined using a Monte-Carlo simulation model that reflects the terms of the grant and the extent of services rendered by employees.

 

17

 

 

The table below shows the SARs allocated in previous financial years as of June 30, 2026:

 

Plan  Number of
SAR
granted
   Number of
instruments
vested
   Number of
instruments
to be vested
   Number of
SAR
cancelled
   Number of
SAR
exercised
   Number of
SAR
outstanding
   Exercise
price
   Vesting
Period
SAR 2022   146,100    103,500    -    40,700    1,900    103,500   14.85   4 years
SAR 2023   17,700    8,700    2,800    6,200    -    11,500   73.17   4 years
SAR 06_2024   52,763    23,050    11,982    17,731    -    35,032   74.00   4 years
SAR 10_2024   4,180    440    1,080    2,660    -    1,520   74.00   4 years
SAR 04_2025   4,400    2,200    2,200    -    -    4,400   74.00   4 years
SAR Aeponyx   32,400    8,100    24,300    -    -    32,400   74.00   4 years
SAR 2025   8,700    1,150    7,550    -    -    8,700   74.00   3 to 4 years
SAR 2026   20,000    10,312    9,688    -    -    20,000   74.00   48 months
Total   286,243    155,890    61,162    67,291    1,900    217,052         

 

10.2. IFRS 2 expense

 

A breakdown of this expense by plan is shown in the following table:

 

   For the six-month period ended 
in € thousand  June 30,
2026
   June 30,
2025
 
BSPCE(1)   23,143    355 
Management option   186    192 
Free share plan   5    11 
SAR   4,000    472 
Total   27,334    1,031 

 

(1)The increase primarily reflects the recognition of share-based compensation expense relating to additional BSPCE grants awarded to certain executives, together with expense recognized in respect of existing share-based payment plans (see Notes 8.3 and 17 for further disclosures).

 

The portion of this expense recognized against equity amounted to €23,334 thousand and was recorded within other reserves, whereas the portion recognized against liability amounted to €4,000 thousand and was recognized under employee benefit liabilities.

 

The following inputs were used in the valuation of the equity-settled plans granted during the first half of 2026 and the cash-settled plans, for the period ended June 30, 2026:

 

Assumption  June 30,
2026
    
Risk-free rate  2.4% - 3.1%
Expected volatility  120.3% - 132.8%
Expected exit horizon  3.0 - 6.0 years
Fair value of underlying share  €96.16 - €100.48

 

Risk-free 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.

 

Volatility analysis: 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 assumption: a probabilistic distribution of potential exit dates is applied.

 

18

 

 

Fair value of the underlying share: The valuation of the common shares is indirectly derived from the overall valuation of the Group. The total equity value is projected using a Monte Carlo simulation, incorporating assumptions regarding share price volatility and the expected timing of an exit event (based on the same assumptions as those used as inputs for the options).

 

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 common shares is therefore determined as the average of the simulated values attributable to common shares, discounted at the risk-free rate.

 

These assumptions are not necessarily indicative of exercise patterns that may occur.

 

Note 11. Deferred income from government grants

 

Breakdown of deferred income from government grants is as follows:

 

In € thousand  June 30,
2026
   December 31,
2025
 
         
Deferred income from Government grants - non-current   10,023    9,484 
Deferred income from Government grants - current   6,931    7,409 
Total deferred income from Government grants   16,955    16,893 

 

As of June 30, 2026, deferred income from government grants mainly includes:

 

-€2,209 thousand related to Pasquops, recognized as non-current deferred income from government grants;

 

-€1,081 thousand related to EIC Accelerator program, of which €582 thousand is classified as non-current;

 

-€1,269 thousand related to i-Nov, of which €1,250 thousand is classified as non-current;

 

-€987 thousand related to i-Demo, of which €741 thousand is classified as non-current;

 

-€946 thousand related to Panda, recorded as current deferred income from government grants;

 

-€622 thousand related to CEPREQ, of which €457 thousand is classified as non-current;

 

-€3,847 thousand related to the grant component of the BPI, Pasqal Canada Investissement Québec and IFA loans, classified as current;

 

-€2,716 thousand related to the Korean grant, of which €1,901 thousand is classified as non-current.

 

-€1,914 thousand related to the French Research Tax Credit (“CIR”), recognized as non-current deferred income from government grants.

 

19

 

 

Note 12. Contract liabilities

 

Carrying amounts and movements during the period

 

In € thousand  Contract
liabilities
 
Contract liabilities at January 1, 2025   19,068 
Billings   9,997 
Revenue recognized from contract liabilities   (6,127)
Translation adjustments   (1,012)
Interest accretion increase (1)   2,718 
Interest accretion release to revenue   (1,667)
Contract liabilities at December 31, 2025   22,977 
Billings   5,445 
Revenue recognized from contract liabilities   (1,421)
Translation adjustments   51 
Interest accretion increase (1)   1,185 
Interest accretion release to revenue   - 
Contract liabilities at June 30, 2026   28,237 

 

(1)The accretion reflects the unwinding of discount related to significant financing component identified under IFRS 15.

 

For the period ended June 30, 2026, the increase mainly reflects the timing difference between the Group’s billing schedule and the satisfaction of its performance obligations, notably with respect to DistriQ.

 

Interest expense recognized in respect of the significant financing component amounted to €1,185 thousand for the period ended June 30, 2026 and €1,251 thousand for the period ended June 30, 2025.

 

All contract liabilities are expected to be settled within the Group’s normal operating cycle and are therefore classified as current liabilities.

 

Note 13. Revenue

 

13.1. Breakdown of revenue

 

   For the six-month period ended 
in € thousand  June 30,
2026
   June 30,
2025
 
         
QPU sales   -    - 
QPU-related services (1)    3,944    2,943 
Cryostat sales   927    1,342 
Total by products or services   4,872    4,286 

 

(1)QPU-related services are mainly made of R&D services for €2,889 thousand (€2,943 thousand in 2025) and QPU upgrade services for €750 thousand (nil in 2025).

 

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   For the six-month period ended 
in € thousand  June 30,
2026
   %   June 30,
2025
   % 
                 
                 
France   3,145    65%   3,213    75%
Germany   806    17%   9    0%
Rest of Europe   335    7%   448    11%
Saudi Arabia   310    6%   38    1%
North America   271    6%   157    4%
Asia Pacific   -    -    208    4%
Rest of the world   5    0%   212    5%
Total   4,872    100%   4,286    100%

 

As of June 30, 2026, two customers each accounted for more than 10% of the Group’s consolidated revenue, generated from QPU-related services in France and Germany. These two customers together accounted for 66% of the Group’s consolidated revenue (€3,206 thousand).

 

As of June 30, 2025, one customer accounted for more than 10% of the Group’s consolidated revenue, generated from QPU-related services in France. This customer accounted for 51% of the Group’s consolidated revenue (€2,200 thousand).

 

13.2. Remaining performance obligations

 

The amount of the order book (firm orders not fulfilled) and the provisional schedule for the fulfilment of the unfulfilled performance obligations is as follows:

 

in € thousand  June 30,
2026
 
     
Completion expected in the second half of 2026   12,491 
Completion expected in 2027 and beyond   24,300 
Total order book   36,791 

 

Unfulfilled performance obligations as of December 31, 2025 were as follows:

 

in € thousand  December 31,
2025
 
     
Completion expected in 2026   15,288 
Completion expected in 2027 and beyond   20,144 
Total order book   35,432 

 

No expected revenue was included for Quebec Inc. due to the significant uncertainty on variable consideration.

 

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Note 14. Professional services and other services

 

External services primarily comprise fees for outsourced activities, including external professional services, lease expenses that fall outside the scope of IFRS 16 – Leases, and other miscellaneous expenses. For the six-month period ended June 30, 2026, professional services and other services amounted to €19,553 thousand (compared with €8,261 thousand for the six-month period ended June 30, 2025).

 

The increase was primarily driven by higher fees for external professional services fees, which amounted to €15,501 thousand for the six-month ended June 30, 2026, compared with €4,552 thousand for the corresponding period in 2025. These fees mainly comprise legal, consulting and audit fees incurred in connection with the completion of the Business Combination Agreement and the related listing process (see Note 20 for further details).

 

Note 15. Income taxes

 

The table below shows the allocation of income tax expense between current and deferred taxes:

 

   For the six-month period ended 
In € thousand  June 30,
2026
   June 30,
2025
 
         
Corporation tax   -    0 
Deferred taxes   (20)   31 
Income tax   (20)   31 

 

The difference between the theoretical tax charge and the actual income tax expense mainly results from tax losses carried forward for which no deferred tax assets have been recognized.

 

Note 16. Loss per share

 

The following table reflects the calculation of the basic and diluted earnings per share.

 

in € thousand  June 30,
2026
   June 30,
2025
 
         
Numerator        
Loss for the period from continuing operations   (53,236)   (26,118)
Loss attributable to common shareholders from continuing operations   (53,236)   (26,118)
Denominator          
Weighted average number of ordinary shares outstanding used in computing basic loss per share   8,021,947    6,923,000 
Loss per share - basic   (6.6)   (3.8)

 

As the Group reported a loss of €53,236 thousand for the period ended June 30, 2026 (€26,118 thousand for the period ended June 30, 2025), diluted loss per share excludes all instruments that could potentially dilute earnings per share in the future periods. They were not included in the calculation of diluted earnings per share because they are antidilutive for the period presented.

 

Notwithstanding the above, the ORAs outstanding prior to their conversion into ordinary shares on 2 March 2026 had a dilutive effect on earnings per share for the six-month period ended 30 June 2026, primarily as a result of the fair value remeasurement gain recognized prior to conversion (see Note 9). Accordingly, diluted loss per share amounted to €7.3, compared with the basic loss per share of €6.6. The calculation of diluted loss per share for the period is presented below. No comparable dilutive effect was recognized in the six-month period ended 30 June 2025. Accordingly, diluted loss per share was identical to basic loss per share.

 

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in € thousand  June 30,
2026
   June 30,
2025
 
Numerator        
Loss for the period from continuing operations   (53,236)   (26,118)
Effect of change of fair value of ORA before conversion   7,048    - 
Adjusted Loss for the period   (60,284)   (26,118)
           
Denominator          
Weighted average number of shares for basic loss per share   8,021,947    6,923,000 
Dilutive effect of ORA before conversion   226,226    - 
Adjusted weighted average number of diluted shares   8,248,173    6,923,000 
           
Loss per share - diluted   (7.3)   (3.8)

 

As of June 30, 2026, the total number of ordinary shares and potential ordinary shares related to instruments that could potentially dilute basic earnings per share amounted to 10,209,577 (as of June 30, 2025: 7,964,184), including contingently issuable upon settlement of contingent consideration arrangements.

 

These potentially dilutive instruments consisted of 1,407,521 BSPCEs (as of June 30, 2025: 800,300), 15,885 other equity-settled instruments (as of June 30, 2025: 26,270), and 107,307 shares related to contingent consideration arrangements granted to the former shareholders of Aeponyx (as of June 30, 2025: 214,614). See Notes 8, 10 and 17 for further details on these instruments.

 

Subsequent to June 30, 2026, the Company completed the March 2026 Financing, which included the issuance of Convertible Bonds initially convertible into 26,041,667 ordinary shares and 32,552,083 Warrants exercisable for ordinary shares. As these instruments were issued after the reporting date, they were not included in the calculation of potentially dilutive instruments. See Note 20.4 for further disclosures.

 

Note 17. Related party disclosures

 

17.1. Related parties transactions and balances

 

Transactions and balances (excluding KMP compensation)

 

Related party transactions mainly relate to shareholders, directors and entities controlled or significantly influenced by members of the Group’s key management personnel or Supervisory Board.

 

The following transactions and balances with related parties occurred during the period:

 

in € thousand  June 30,
2026
   December 31,
2025
 
         
Assets        
Receivables   238    - 
Government grant receivables   2,302    2,493 
Liabilities          
Borrowings   (4,027)   (24,461)
Deferred income from grants   (5,168)   (5,454)
Other current liabilities   (113)   (291)

 

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in € thousand  June 30,
2026
   June 30,
2025
 
         
Income        
Revenue   285    - 
Government grant income   401    358 
Expenses          
Professional services   (286)   (646)
Interest expense   (35)   (213)

 

Key management personnel (KMP) compensation

 

Key management personnel comprise members of Group’s executive management team and members of Supervisory Board who have authority and responsibility for planning, directing and controlling the activities of the Group. As of June 30, 2026, key management personnel consist of 17 individuals (as of June 30, 2025: 10 individuals), including individuals who ceased their functions during the period.

 

in € thousand  June 30,
2026
   June 30,
2025
 
         
Employee short-term benefits   (2,006)   (939)
Pension expense   (4)   (13)
Share-based payment transactions(1)   (23,622)   (77)
Total compensation recognized to key management personnel   (25,633)   (1,028)

 

(1) The increase in share-based payment expense in the period ended June 30, 2026 mainly relates to the recognition of share-based compensation expense related to BSPCE grants awarded during 2026. See Notes 8.3 and 10 for further disclosures.

 

The amounts disclosed above represent expenses recognized in profit or loss during the reporting period in respect of key management personnel.

 

17.2. Commitments with related parties

 

The Group has committed to issue a maximum of 107,307 contingent consideration shares in connection with the acquisition of Aeponyx to former owners of Aeponyx, who became members of key management personnel following the acquisition. See Note 20 for further disclosures.

 

Note 18. Off-balance-sheet commitments

 

18.1. Commitments given

 

In € thousand  June 30,
2026
   December 31,
2025
 
Guarantees and collateral granted in connection with financing arrangements (a)   22,413    22,089 
Other commitments given (b)   21,735    21,218 
Total   44,148    43,307 

 

(a) Guarantees and collateral granted in connection with financing arrangements

 

These commitments mainly comprise:

 

-a corporate guarantee granted by Pasqal S.A.S in connection with the USD 15,000 thousand loan entered into by Pasqal USA with the Illinois Finance Authority, amounting to €13,165 thousand as of June 30, 2026; and

 

-a corporate guarantee granted by Pasqal S.A.S to Investissement Québec in connection with the CAD 15,000 thousand loan entered into by Pasqal Canada, amounting to €9,248 thousand as of June 30, 2026.

 

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(b) Other commitments given

 

These commitments mainly comprise:

 

-commitments and guarantees entered into in connection with customer contracts, notably the first-demand bank guarantees issued in connection with the Saudi Aramco and Cineca contracts, amounting respectively to €9,462 and €1,299 thousand as of June 30, 2026;

 

-security interests and counter-guarantees provided in connection with these bank guarantees, comprising:

 

oa pledge granted to HSBC over a receivable relating to a term deposit in connection with the Saudi Aramco guarantee, amounting to €7,570 thousand as of June 30, 2026; and

 

oin connection with the Cineca guarantee, a cash collateral pledged to HSBC amounting to €260 thousand and a counter-guarantee provided by Bpifrance to HSBC amounting to €1,039 thousand as of June 30, 2026; and

 

-the commitment granted to BDC Capital Inc. in connection with the Aeponyx promissory note amounting to CAD 3,000 thousand (approximately €1,866 thousand) as of June 30, 2026.

 

18.2. Commitments received

 

In € thousand  June 30,
2026
   December 31,
2025
 
Undrawn Investissement Québec facility   5,983    6,029 
Undrawn Illinois Finance Authority facility   7,899    7,671 
Undrawn Korean government grant facility   10,865    11,168 
Other commitments received   560    - 
Total   25,307    24,868 

 

As of June 30, 2026, the Group had access to an undrawn credit facility with Investissement Québec amounting to CAD 9,704 (approximately €5,983 thousand) thousand, out of a total available facility of CAD 15,000 thousand (approximately €9,248 thousand).

 

In addition, the Group benefits from a financing arrangement with the Illinois Finance Authority totaling USD 15,000 thousand (approximately €13,165 thousand), of which USD 6,000 thousand (approximately €5,266 thousand) had been drawn as of June 30, 2026, leaving USD 9,000 thousand (approximately €7,899 thousand) available for future drawdown.

 

In addition, the Group has access to the residual undrawn portion of the cash grant agreement entered into with the Korean Government on November 7, 2025, for a maximum total amount of KRW 24 billion (approximately €14,000 thousand), of which €2,716 thousand had been received as of June 30, 2026 and recognized as deferred income (see Note 11). The undrawn portion remains available subject to the Group’s continued compliance with the conditions of the agreement, including committed investment expenditures, employment targets and use of funds for eligible cost categories.

 

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Note 19. Changes in working capital related to operating activities

 

In € thousand  June 30,
2026
   June 30,
2025
 
         
CASH FLOW USED IN OPERATING ACTIVITIES        
Consolidated net loss   (53,236)   (26,118)
           
Depreciation of PPE, amortization of intangible assets and impairments   4,353    4,284 
Change in provisions   96    (4,407)
Equity-settled share-based payments & other personnel expense(1)   23,391    692 
Change in fair value of financial liabilities at FVTPL   (7,048)   3,033 
Gain and losses on disposal of assets   -    (11)
Financial expense – non-cash items   1,728    2,665 
Income tax – non-cash items   20    (31)
Interest paid   188    406 
Change in operating working capital   5,314    (468)
Cash used in operating activities   (25,194)   (19,956)

 

(1)Includes equity-settled share-based payment expense for €23,334 thousand (€559 thousand in 2025) and expense relating to post-combination services in relation with the MCF acquisition for €56 thousand (€133 thousand in 2025).

 

Change in operating working capital is disclosed below:

 

In € thousand  June 30,
2026
   June 30,
2025
 
Change in operating working capital   5,314    (468)
Change in inventories (1)   (3,497)   (2,802)
Change in trade receivables and related accounts   (494)   780 
Change in other receivables   (5,636)   (7,213)
Change in trade payables and related accounts   4,368    3,756 
Change in contract liabilities   4,024    2,033 
Change in other liabilities   6,550    2,976 

 

(1)Difference with the change in inventory in the consolidated statement of profit or loss is mainly explained by items that do not impact profit or loss, including foreign exchange effects and certain reclassifications (see Note 6.3 for further disclosures).

 

Note 20. Events after the reporting period

 

20.1. Completion of Business Combination and Listing

 

On August 5, 2026, the SEC declared effective the registration statement filed in connection with the Business Combination. On August 27, 2026, Bleichroeder, Merger Sub and Pasqal Holding SAS consummated the Business Combination as described in Note 2. Former Pasqal Holding SAS shareholders exchanged their shares for equity interests in New Pasqal using an exchange ratio of approximately 22.736 (the “Exchange Ratio”), resulting in the issuance of 199,999,960 New Pasqal ordinary shares. Upon completion of the Business Combination, the combined company became a publicly traded company and its ordinary shares commenced trading on the Nasdaq stock market under the ticker symbol “PSQL”. In addition, the company’s Warrants commenced trading on Nasdaq under the ticker symbol “PSQLW”.

 

The Business Combination constitutes a significant non-adjusting subsequent event that did not affect the measurement of assets and liabilities as of June 30, 2026 and therefore has not been reflected in these financial statements. The amount in trust after redemptions amounted to €27.7 million. The Business Combination will be accounted for as a capital reorganization within the scope of IFRS 2. Bleichroeder will be treated as the acquired company for accounting purposes, with Pasqal Holding SAS being the acquirer. The net assets of Bleichroeder will be stated at historical cost, with no goodwill or other intangible assets recorded. In accordance with IFRS 2, 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 will be expensed as incurred. The transaction is expected to result in the recognition of a listing services expense in profit or loss of approximately €115.6 million, representing the excess of the estimated fair value of the New Pasqal ordinary shares issued (approximately €102.5 million) over Bleichroeder’s net liabilities (approximately €13.1 million).

 

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20.2. Groupe reorganization

 

On April 7, 2026, the technical milestone underlying the issuance of 55,384 Milestone Shares in connection with the Aeponyx acquisition was determined to have been successfully achieved. As a result, and following delivery of the notice of the conversion event required under the share purchase agreement, the Milestone Shares were converted automatically into an equivalent number of Exchangeable Shares effective as of August 25, 2026. On August 27, 2026, the Exchangeable Shares then outstanding were acquired by Circuits intégrés photoniques Inc., an indirect wholly owned subsidiary of Pasqal Holding S.A.S., in consideration for the issuance by Pasqal Holding S.A.S. directly to the holders of an equal number of Pasqal Holding S.A.S. Series C shares. This event will be reflected in the Group’s consolidated financial statements for the year ending December 31, 2026.

 

Subsequent to June 30, 2026, and prior to the consummation of the Merger, the Company implemented several modifications to its share-based payment arrangements in connection with its corporate reorganization and the creation of Pasqal Holding SAS, resulting in the issuance of 440,131 BSPCEs. These modifications included:

 

oThe replacement of outstanding BSPCE awards. The replacement awards were implemented to align existing plans with the post-transaction capital structure and to ensure the continuity of employee and executive participation in the future growth of the Group. As part of this process, an additional 19,070 BSPCEs were granted to preserve the economic position of holders affected by the alignment of existing plans. The modifications will be accounted for prospectively under the IFRS 2 modification guidance. The Company does not expect any material incremental fair value to arise from these modifications.

 

oThe grant of 12,000 BSPCEs to certain employees. As these awards had not been communicated to the beneficiaries as of June 30, 2026, they do not impact the financial statements for the period then ended.

 

In connection with the Merger, each BSPCE was assumed by New Pasqal and grants the right to subscribe for ordinary shares, with the number of shares adjusted to reflect the Exchange Ratio provided by the French Merger Agreement dated July 3, 2026, as amended on July 27, 2026. Each BSPCE remains subject to the same terms and conditions as were applicable to the corresponding BSPCE as of immediately prior to the effective time of the Merger (including vesting, exercise period and expiration date).

 

The SAR agreements will be amended by way of an addendum with each beneficiary so that (i) the underlying share used for calculation purposes upon the occurrence of a liquidity event is a share of New Pasqal, and (ii) the liquidity events triggering the payment of the bonus are liquidity events occurring at the level of New Pasqal.

 

The replacement of Pasqal Holding SAS awards with New Pasqal awards shall be subject to modification accounting under IFRS 2. Given that the terms will be substantially the same as those in effect immediately prior to the closing of the Merger, the Company expects no material incremental fair value impact.

 

20.3. Business

 

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 the 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.

 

27

 

 

On 17 September 2026, Pasqal announced a strategic partnership with USA Rare Earth and Riven Systems to explore the use of quantum machine learning and automated experimentation to improve rare earth separation processes. The collaboration aims to identify and optimize novel extractant molecules for rare earth processing and further demonstrates the expansion of Pasqal’s quantum computing applications in industrial use cases.

 

20.4. 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 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 Warrants initially exercisable at $12.00 per ordinary share subject to certain adjustments as set forth therein, for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount. The Convertible Bonds require settlement through the delivery of a variable number of the 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”). The 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 will be measured at their respective fair values and any difference with the total proceeds received will result in a day-one gain or loss. The Company estimates the fair value of the Convertible Bonds and Warrants at approximately €278.5 million and €99.8 million, respectively. As total proceeds amounted to €212.8 million, the transaction is expected to result in a day-one loss of approximately €165.5 million upon issuance.

 

20.5. Changes in scope of consolidation

 

On 24 July 2026, the Group incorporated Pasqal UK Hardware R&D Ltd as a wholly owned subsidiary of Pasqal SAS. The entity was established to support the Group’s research and development activities in quantum computing technologies.

 

On 24 August 2026, the Group announced an agreement with Eleven Ventures to establish a joint venture intended to deploy, commercialize and scale Pasqal’s quantum computing systems across the Kingdom of Saudi Arabia and the broader Middle East and North Africa region. The joint venture is expected to support the Group’s international expansion and strengthen its presence in the region.

 

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