Ek belge: EX-15.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Defined terms included below have the same meaning as terms defined and included elsewhere in this Shell Company Report on Form 20-F (the "Report").
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 the proxy statement/prospectus, incorporated herein by reference;
● 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 the proxy statement/prospectus, incorporated herein by reference;
● 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 the proxy statement/prospectus, incorporated herein by reference; and
● the sections titled " Management's Discussion and Analysis of Financial Condition and Results of Operations of Bleichroeder ," " Management's Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal ," and other financial information relating to Bleichroeder and Legacy Pasqal included elsewhere in the proxy statement/prospectus, incorporated herein by reference.
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
(In thousands, except share and per share amounts)
Adjustments and Reclassifications (Note 5) Pro Forma Adjustments As Adjusted (IFRS) Historical
(IFRS) Pasqal Financing Transaction Adjustments (Note 3) As Adjusted (IFRS) Transaction
Accounting Adjustments Pro Forma Combined (IFRS)
Government grant receivables - current - - - - - - 8,181 - 8,181 - 8,181
Class A ordinary shares - - - - - 8(e) - - - -
Class A ordinary shares subject to possible redemption - 241,872 2(a) 244,744 (244,744 ) 5(a) - - - - - - -
Deferred income from government grants - - - - - - 9,484 - 9,484 - 9,484
Ordinary shares subject to possible redemption - - - 244,744 5(a) (226,462 ) 8(c) - - - - - -
Deferred income from government grants - - - - - - 7,409 - 7,409 - 7,409
See accompanying notes to the unaudited pro forma condensed combined financial information.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except share and per share amounts)
IFRS Adjustments and Reclassifications (Note 5)
Pasqal Financing Transaction Adjustments (Note 3)
Professional services and other services
Formation and general and administrative costs
Change in fair value of financial instruments at FVTPL
Weighted average ordinary shares outstanding - basic and diluted
Net loss per ordinary share - basic and diluted € (0.01 )
See accompanying notes to the unaudited pro forma condensed combined financial information.
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Pasqal Holding SA, 20-FSEC EDGAR dosya no 000121390026096761
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