### F-4 - REGISTRATION STATEMENT
F-4
1
ea0282861-02.htm
REGISTRATION STATEMENT
As filed with the Securities and Exchange Commission on May 26 , 2026.
Registration No. 333-[•]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________________
BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2
(Exact name of registrant as specified in its charter)
______________________________________
Republic of France
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7374
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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For co-registrants , see “Table of Co-Registrants ” on the following page.
1345 Avenue of the Americas, Fl 47
New York, New York 10105
212-984-3835
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
______________________________________
Michel Combes
President
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(212) 984-3835
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________________
Copies to:
Lynwood E. Reinhardt
Jocelyne E. Kelly
S. Ashley Jaber
Reed Smith LLP
2850 North Harwood Street
Suite 1500
Dallas, Texas 75201
(469) 680-4200
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Albert W. Vanderlaan
Marsha Mogilevich
Orrick, Herrington & Sutcliffe LLP
51 West 52 nd Street
New York, New York 10019
(617) 880 -2219
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______________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement / prospectus.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e -4 (i) ( Cross -Border Issuer Tender Offer) ☐
Exchange Act Rule 14d -1 (d) ( Cross -Border Third -Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant and Co-Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
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TABLE OF CO-REGISTRANTS
Exact Name of Co-Registrant as Specified
in its Charter
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State or
Other
Jurisdiction
of Incorporation
or Organization
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Primary
Standard
Industrial
Classification
Code Number
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I.R.S. Employer
Identification
Number
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Bleichroeder Acquisition Corp. II (1)(2)
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Cayman Islands
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6770
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N/A
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Pasqal Holding SAS (3)(4)
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Republic of France
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7374
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N/A
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____________
(1) The Co -Registrant has the following principal executive office:
Bleichroeder Acquisition Corp. II
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(2) The agent for service for the Co -Registrant is:
Robert Folino
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(212) 984 -3835
(3) The Co -Registrant has the following principal executive office:
Pasqal Holding SAS
24 Av. Emile Baudot
91120 Palaiseau
France
+33 (0) 6 03 74 68 32
(4) The agent for service for the Co -Registrant is:
Cogency Global Inc.
122 East 42 nd Street, 18 th Floor
New York, NY 10168
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The information in this preliminary proxy statement / prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement / prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY — SUBJECT TO COMPLETION, DATED May 26 , 2026
PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS OF
BLEICHROEDER ACQUISITION CORP. II
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(212) 984-3835
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
BLEICHROEDER ACQUISITION CORP. II
TO BE HELD ON [•], 2026
To the Shareholders of Bleichroeder Acquisition Corp. II:
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “ extraordinary general meeting ”) of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“ Bleichroeder ”), to be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the Existing Governing Documents (as defined below), the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201. To attend and participate in the extraordinary general meeting virtually, you must register at www.[•] , which is referred to in the accompanying proxy statement/prospectus as the Bleichroeder meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting. You are cordially invited to consider and vote upon the following proposals:
(1) Proposal No. 1 — The Business Combination Proposal : to approve by ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the entry into, execution, and adoption of the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 26, 2026, and as may be further amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”) the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Reincorporation Merger (as defined below) and the Merger (as defined below) (the “ Business Combination ”), by and among Bleichroeder, Bleichroeder Acquisition France Merger Sub 2, a French société anonyme and subsidiary of Bleichroeder (“ Merger Sub ”), and Pasqal Holding SAS, a French société par actions simplifiée (the “ Legacy Pasqal ”), copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A -1 , pursuant to which, among other things, (i) Bleichroeder will merge with and into Merger Sub (the “ Reincorporation Merger ”), with Merger Sub continuing as the surviving company (the “ Bleichroeder Surviving Corporation ”) , and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act (the “ Reincorporation Merger Effective Time ”) and in accordance with applicable French laws, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “ Merger ” and, together with the Reincorporation Merger, the “ Mergers ”), with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal (“ New Pasqal ”) (the proposal, the “ Business Combination Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, that the entry into and execution of the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 26, 2026, and as may be further amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Mergers (as defined below) (the “ Business Combination ”), by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“ Bleichroeder ”), Bleichroeder Acquisition France Merger Sub 2, a French société anonyme
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and subsidiary of Bleichroeder (“ Merger Sub ”), and Pasqal Holding SAS, a French société par actions simplifiée (the “ Legacy Pasqal ”), copies of each of which are attached hereto as Annex A and Annex A -1 , (i) Bleichroeder will merge with and into Merger Sub (the “ Reincorporation Merger ”), with Merger Sub continuing as the surviving company (the “ Bleichroeder Surviving Corporation ”), and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “ Merger ” and, together with the Reincorporation Merger, the “ Mergers ”), with Bleichroeder Surviving Corporation continuing as the surviving company (“ New Pasqal ”), be authorized, approved, ratified and confirmed in all respects, and the transactions contemplated by the Business Combination Agreement (including the Business Combination) be authorized, approved, ratified and confirmed in all respects.”
(2) Proposal No. 2 — The Reincorporation Merger Proposal: to approve by a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, the plan of merger (the “ Rei ncorporation Plan of Merger ”) relating to the Reincorporation Merger in the form attached to the accompanying proxy statement/prospectus as Annex B , subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, pursuant to which Bleichroeder will merge with and into Merger Sub, with Bleichroeder Surviving Corporation continuing as the surviving company, such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of Companies Act (Revised) of the Cayman Islands, as amended (the “ Cayman Companies Act ”) and the French Code de commerce (the “ French Commercial Code ”), the adoption of the articles of association of Bleichroeder Surviving Corporation be in the form attached to the Reincorporation Plan of Merger with effect from the Reincorporation Merger Effective Time and the draft merger agreement and all filing and publication to be filed with the Registre du Commerce et des Sociétés in relation to the Reincorporation Merger, and all matters related thereto in accordance with the French Code de commerce (the transaction, “ Reincorporation Merger ,” and the proposal, the “ Reincorporation Merger Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as a special resolution, that, subject to the passing of each of the other Condition Precedent Proposals:
(a) Bleichroeder Acquisition Corp. II (“ Bleichroeder ”) be authorized to merge with and into Bleichroeder Acquisition France Merger Sub 2 (“ Merger Sub ”), with Merger Sub continuing as the surviving company (“ Bleichroeder Surviving Corporation ”), such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of the Companies Act (Revised) of the Cayman Islands and the French Code de commerce (the “ Reincorporation Merger ”);
(b) the plan of merger relating to the Reincorporation Merger in the form attached to the accompanying proxy statement/prospectus as Annex B , subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto (the “ Reincorporation Plan of Merg er ”), be authorized, approved and confirmed in all respects;
(c) the articles of association of Bleichroeder Surviving Corporation be in the form attached to the Reincorporation Plan of Merger with effect from the effective time of the Reincorporation Merger;
(d) Bleichroeder be and is hereby authorized to enter into the Reincorporation Plan of Merger, and the Reincorporation Plan of Merger be executed by any one director on behalf of Bleichroeder;
(e) any one director, Ogier (Cayman) LLP, or Bleichroeder’s registered office services provider be authorized to file the Reincorporation Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands and to make such additional filings or take such additional steps as they deem necessary in respect of the Reincorporation Merger; and
(f) the draft merger agreement and all filings and publications to be filed with the Registre du Commerce et des Sociétés in relation to the Reincorporation Merger, and all matters related thereto in accordance with the French Code de commerce be to the extent required ratified, authorized, approved and confirmed in all respects.”
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(3) Proposal No. 3 — The Merger Proposal : to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals and following the Reincorporation Merger Effective Time, the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “ French Merger Agreement ”) and all matters related thereto in accordance with the French Commercial Code, pursuant to which Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Commercial Code (the transaction, the “ Merger ,” and the proposal, the “ Merger Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time:
(a) Bleichroeder Surviving Corporation be authorized to merge with Legacy Pasqal, with Bleichroeder Surviving Corporation continuing as the absorbing and surviving company (“ New Pasqal” ), such that the undertaking, property and liabilities of Bleichroeder Surviving Corporation and Legacy Pasqal vest in New Pasqal by virtue of such merger pursuant to the French Code de commerce (the “ Merger ”);
(b) the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “ French Merger Agreement ”), and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects;
(c) Bleichroeder Surviving Corporation be and is hereby authorized to enter into the Merger, the French Merger Agreement be executed by any officer or director on behalf of Bleichroeder Surviving Corporation and any officer, director or authorized service provider of Bleichroeder Surviving Corporation be authorized to file the French Merger Agreement, together with any supporting documentation, for registration with the Registre du Commerce et des Sociétés and to make such additional filings or take such additional steps as they deem necessary in respect of the Merger;
(d) the amended and restated articles of association of New Pasqal (“ New Pasqal Articles of Association ”) and the New Pasqal Board Internal Regulations (the “ New Pasqal Board Internal Regulations ”) to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively (together, the “ Proposed Governing Documents ”), be in the form attached to the French Merger Agreement with effect from the effective time of the Merger;
(e) the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C , all filing and publication in relation to the Merger and all matters related thereto in accordance with the French Code de commerce be ratified, authorized, approved and confirmed in all respects; and
(f) the delegation of power to the board of directors of Bleichroeder Surviving Corporation to effect the Merger.”
(4) Proposal No. 4 — The Governing Documents Proposal : to approve by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the Proposed Governing Documents, copies of which are attached to the accompanying proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the closing of the Business Combination (the “ Closing ,” and the proposal, the “ Governing Documents Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as a special resolution, that subject to the passing of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the amended and restated articles of association of New Pasqal and the New Pasqal Board Internal Regulations to be
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in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively, be authorized, approved and adopted in all respects as the governing documents of New Pasqal, with such principal changes as described in the Advisory Governing Documents Proposals (as defined below) with effect from the closing of the Business Combination.”
(5) Proposal No. 5 — The Advisory Governing Documents Proposals : upon four separate proposals to approve on an advisory, non -binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals (collectively, the “ Advisory Governing Documents Proposals ”) the material differences between the Proposed Governing Documents and the existing amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026 (the “ Existing Governing Documents ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as four separate ordinary resolutions on a non -binding and advisory basis only, subject to the passing of each of the other Condition Precedent Proposals, that the following governance provisions contained in the Proposed Governing Documents be and are hereby approved and adopted:
(a) Advisory Governing Documents Proposal 5A : Under the Proposed Governing Documents, directors of New Pasqal would be appointed by shareholders through ordinary resolution, and the New Pasqal Board would have the ability to fill vacancies arising from death, resignation, or removal between shareholder meetings, subject to ratification at the next meeting;
(b) Advisory Governing Documents Proposal 5B : The Proposed Governing Documents would eliminate the advance notice procedures and defaults to French laws, which allows shareholders holding a minimum percentage of share capital (starting at 5%) to request that draft resolutions be added to the meeting agenda, subject to statutory filing requirements generally no later than 25 days before the meeting.
(c) Advisory Governing Documents Proposal 5C : The New Pasqal Articles of Association would change the company name of New Pasqal from “Bleichroeder Acquisition France Merger Sub 2” to “Pasqal Holding SA”.
(d) Advisory Governing Documents Proposal 5D : The New Pasqal Articles of Association would remove certain provisions related to Bleichroeder’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.”
(6) Proposal No. 6 — The Director Election Proposal : to approve by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the Proposed Governing Documents, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death (the “ Director Election Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, that the nine persons listed below be elected to serve terms on New Pasqal’s board of directors effective as of the Effective Time as set forth in the Proposed Governing Documents or until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death:
Dr. Wasiq Bokhari
Alain Aspect
Georges -Olivier Reymond
Michel Combes
Barbara Dalibard
Kathy Savitt
[•]
[•]
[•]”
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(7) Proposal No. 7 — The Incentive Plan Proposal : to approve by an ordinary resolution, for the purposes of complying with the rules of The Nasdaq Stock Market LLC (“ Nasdaq ”) and subject to the passing of each of the other Condition Precedent Proposals, a new long -term incentive plan, a copy of which is attached to this proxy statement/prospectus as Annex I , which will be approved by the New Pasqal Board (the “ Incentive Plan ”) and will provide for awards for a number of New Pasqal ordinary shares, par value € per share (the “ New Pasqal Ordinary Shares ”), of up to ten percent (10%) of the aggregate number of New Pasqal Ordinary Shares issued and outstanding immediately after the Closing on a fully diluted and as -converted basis (after giving effect to redemptions by public shareholders (as defined below), if any) (the “ Incentive Plan Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as an ordinary resolution, that the adoption of the Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex I , be approved in all respects.”
(8) Proposal No. 8 — The Share Issuance Proposal : to approve by an ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), and subject to the passing of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares (the “ Senior Unsecured Convertible Bonds ”), (ii) warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing (the “ Investment Warrants ”), (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants (the “ Share Issuance Proposal ,” and together with the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal, the “ Condition Precedent Proposals ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as an ordinary resolution, that, for the purposes of complying with the applicable Nasdaq Listing Rules, the issuance of (i) senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares, (ii) warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at Closing, (iii) New Pasqal Ordinary Shares to be issued to shareholders of New Pasqal in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants be and are hereby approved.”
(9) Proposal No. 9 — The Adjournment Proposal : to approve by an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (the “ Adjournment Proposal ”);
The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:
“ RESOLVED , as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or
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amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved.”
Each of the Condition Precedent Proposals, the Advisory Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal (collectively, the “ Transaction Proposals ”) is more fully described in the accompanying proxy statement/prospectus, which we urge each Bleichroeder shareholder to review carefully.
Only holders of record of Bleichroeder’s Class A ordinary shares, par value $0.0001 per share (“ Bleichroeder Class A Ordinary Shares ”), and Class B ordinary shares, par value $0.0001 per share (“ Bleichroeder Class B Ordinary Shares ,” together with the Bleichroeder Class A Ordinary Shares, the “ Bleichroeder Ordinary Shares ”), at the close of business on [•], 2026 are entitled to notice of and to vote and have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.
The accompanying proxy statement / prospectus and accompanying proxy card are being provided to Bleichroeder’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all Bleichroeder’s shareholders are urged to read the accompanying proxy statement / prospectus, including the Annexes thereto and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “ Risk Factors” beginning o n page 2 5 of the accompanying proxy statement / prospectus.
The board of directors of Bleichroeder (the “ Bleichroeder Board ”) and the special committee of the Bleichroeder Board (the “ Special Committee ”) took into account the draft opinion of Newbridge Securities Corporation (“ Newbridge ”), rendered on February 25, 2026 to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Business Combination is fair, from a financial point of view, to the Bleichroeder shareholders (other than the Sponsor).
After careful consideration, the Bleichroeder Board and the Special Committee have each unanimously (i) determined that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approved and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determined that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in Bleichroeder’s organizational documents, and (iv) recommended that shareholders of Bleichroeder vote “FOR” each of the Transaction Proposals. When you consider the recommendation of these proposals by the board of directors of Bleichroeder, you should keep in mind that Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “ The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination ” and “ Risk Factors — Risks Related to Bleichroeder and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement / prospectus ” in the accompanying proxy statement / prospectus for a further discussion of these considerations.
Pursuant to the Existing Governing Documents, each holder of Bleichroeder Class A Ordinary Shares, who is not Bleichroeder Sponsor 2 LLC, a Delaware limited liability company (the “ Sponsor ”), a shareholder of Bleichroeder immediately prior to its initial public offering, a member of Bleichroeder’s management team, or a member of the Bleichroeder Board of Directors (the “ Bleichroeder Board ”), may request that Bleichroeder redeem all or a portion of its Bleichroeder Class A Ordinary Shares (such shares, the “ public shares ” and such holders the “ public shareholders ”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the trust account (the “ Trust Account ”) calculated as of two business days prior to the consummation of the Business Combination, including
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interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares (such redemption price being referred to herein as the “ Redemption Price ”), for any public shares to be redeemed only if you:
(i) hold public shares, whether you are a record holder or hold your shares in “street name,”
(ii) elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares;
(iii) timely submit a written request to Continental Stock Transfer & Trust Company (“ Continental ”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address; and
(iv) timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DWAC (Deposit/Withdrawal At Custodian) system of the Depository Trust Company (“ DTC ”).
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.
If the Business Combination is approved and consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Bleichroeder will redeem such public shares for the Redemption Price. For illustrative purposes, as of [•], 2026, this would have amounted to approximately $[•] per issued and outstanding public share.
If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See the section entitled “ The Extraordinary General Meeting of Bleichroeder Shareholders — Redemption Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.
Notwithstanding the foregoing redemption rights, the Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without Bleichroeder’s prior consent. There will be no redemption rights with respect to Bleichroeder’s warrants.
The Sponsor, which directly owns 9,583,333 Bleichroeder Class B Ordinary Shares (the “ Founder Shares ”), and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “ Sponsor Letter Agreement ”) to, among other things, (i) vote all of the Founder Shares and all shares they acquired prior to the announcement of the Business Combination in favor of
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the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
The Business Combination Agreement is subject to the satisfaction or waiver of certain other closing conditions as described in the accompanying proxy statement/prospectus, including, among other things, the approval of the Condition Precedent Proposals. There can be no assurance that the closing conditions will be satisfied or that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.
Consideration Received by the Sponsor and its Affiliates : In connection with the Business Combination, the Sponsor will receive (i) 9,583,333 shares of New Pasqal Ordinary Shares upon the conversion of 9,583,333 Founder Shares, which were initially purchased in a private placement prior to the initial public offering of Bleichroeder (the “ IPO ”) for an aggregate consideration of $25,000 and (ii) 5,000,000 warrants issued by New Pasqal to purchase up to 5,000,000 New Pasqal Ordinary Shares, upon the exchange for 5,000,000 private placement warrants. The Sponsor and the underwriters of IPO, in a private placement that closed concurrently with the IPO, purchased in aggregate 7,750,000 private placement warrants for an aggregate purchase price of $7,750,000. Of those 7,750,000 private placement warrants, the Sponsor purchased 5,000,000 private placement warrants and the underwriters purchased 2,750,000 private placement warrants. Each such private placement warrant will be exchanged for one warrant of New Pasqal to purchase one New Pasqal Ordinary Share in connection of the Business Combination. Inflection Point Fund I LP (in whose general partner Mr. Gundlach has, individually and through affiliates, a non -voting , non -controlling indirect financial interest) has an indirect interest in 1,000,000 of the private placement warrants and 2,000,000 Founder Shares for its membership interest in the Sponsor. Science & Technology Partners, L.P. (“ STP ”) also holds an indirect interest in 1,000,000 of the private placement warrants and 2,000,000 Founder Shares, through its membership interest in the Sponsor. See the section entitled “ Questions and Answers — Who is our Sponsor? ” The warrants to be issued by New Pasqal in exchange for the private placement warrants will have an exercise price of $11.50 per warrant, subject to adjustment. Such warrants may become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once these warrants become exercisable, such exercise may further dilute your interests in the company. See the section entitled “ Risk Factors — Existing shareholders will experience significant dilution as a result of the Business Combination and related transactions, and the market price of its ordinary shares may be adversely affected. Future transactions contemplated by the definitive documentation for the Business Combination may also have a dilutive effect. ” in the accompanying proxy statement/prospectus for a detailed description.
Bleichroeder pays MJP Advisory Group LLC (“ MJP ”), an affiliate of Bleichroeder’s Chief Operating Officer and current Chief Executive Officer, $18,000 per month plus out -of-pocket expenses for his services as Chief Operating Officer, pursuant to an advisory agreement. Upon completion of our initial business combination or our liquidation, an amount equal to $600,000 less the total amount of all such monthly payments made up to that time shall be payable under such agreement. For more details, see the section entitled “ Certain Relationships and Related Party Transactions — Services Agreement .”
As of the date of this proxy statement/prospectus, other than the service fee payable to MJP, no compensation of any kind, including finder’s and consulting fees, has been paid to the Sponsor, members of our management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. Additionally, these entities or individuals may be reimbursed for out -of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of the date of this proxy statement/prospectus, there are no out -of-pocket expenses to be reimbursed. The reimbursement of expenses and advances and the securities issued to the Sponsor and Inflection Point Fund may result in a material dilution of the equity interests of non -redeeming Public Shareholders. See the sections titled “ Dilution ”, “ Summary of the Proxy Statement/Prospectus — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Consideration Received by the Sponsor and its Affiliates ”.
Potential conflicts of interest in connection with the Business Combination
There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Bleichroeder’s officers and directors, Pasqal’s officers and directors and (ii) unaffiliated security holders of Bleichroeder. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Bleichroeder’s directors and officers and the compensation of the Sponsor
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and its affiliates in connection with the Business Combination. Pasqal’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the Bleichroeder shareholders and rights holders generally. “ Summary of the Proxy Statement/Prospectus — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Consideration Received by the Sponsor and its Affiliates ”.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please return your proxy form as soon as possible by following the instructions in the accompanying proxy statement / prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
Your attention is directed to the remainder of the accompanying proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the Annexes hereto and other documents referred to herein. If you have any questions or need assistance voting your Bleichroeder Ordinary Shares, please contact [•], Bleichroeder’s proxy solicitor, by calling [•], or banks and brokers can call collect at [•], or by emailing [•].
Thank you for your participation. We look forward to your continued support.
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By Order of the Board of Directors of Bleichroeder Acquisition Corp. II
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Andrew Gundlach
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Executive Chairman
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This proxy statement/prospectus is dated, and is first being mailed to shareholders of Bleichroeder on or about that date.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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BLEICHROEDER ACQUISITION CORP. II
1345 Avenue of the Americas, Fl 47
New York, New York 10105
(212) 984-3835
Dear Shareholders of Bleichroeder Acquisition Corp. II:
We cordially invite you to attend an extraordinary general meeting of shareholders (the “ extraordinary general meeting ”) of Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“ Bleichroeder ”), to be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026 (the “ Existing Governing Documents ”), the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201. To attend and participate in the extraordinary general meeting virtually, you must register at www.[•] , which is referred to in the accompanying proxy statement/prospectus and on the Bleichroeder meeting website. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the extraordinary general meeting and to vote and submit questions during the extraordinary general meeting.
At the extraordinary general meeting, our shareholders will be asked to consider and vote upon a proposal, which we refer to as the “ Business Combination Proposal ,” to approve by an ordinary resolution, the entry into and execution of the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger, dated as of May 26, 2026, and as may be further amended, supplemented or otherwise modified from time to time, the “ Business Combination Agreement ”), the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Reincorporation Merger (as defined below) and the Merger (as defined below) (the “ Business Combination ”), by and among Bleichroeder, Bleichroeder Acquisition France Merger Sub 2, a French société anonyme and subsidiary of Bleichroeder (“ Merger Sub ”), and Pasqal Holding SAS, a French société par actions simplifiée (the “ Legacy Pasqal ”), copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A -1 . The Business Combination Agreement provides that, among other things, (i) Bleichroeder will merge with and into Merger Sub (the “ Reincorporation Merger ”), with Merger Sub continuing as the surviving company (“ Bleichroeder Surviving Corporation ”) , and (ii) as promptly as practicable after the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act (the “ Reincorporation Merger Effective Time ”), and in accordance with applicable French laws, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “ Merger ” and, together with the Reincorporation Merger, the “ Mergers ”), with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal (“ New Pasqal ”).
As further described in the accompanying proxy statement/prospectus, subject to the terms and conditions of the Business Combination Agreement, the closing of the Business Combination (the “ Closing ”) will occur as follows:
First, the parties to the Business Combination Agreement will, pursuant to the terms and conditions therein, effect the Reincorporation Merger by executing and filing the reincorporation plan of merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B (the “ Reincorporation Plan of Merger ”), including the annexures thereto, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, with the Registrar of Companies in the Cayman Islands. At the Reincorporation Merger Effective Time and immediately following the unit separation of Bleichroeder’s units (as described in the proxy statement/prospectus) (the “ Unit Separation ”):
• each issued and outstanding (i) Class A ordinary share, par value $0.0001 per share (each a “ Bleichroeder Class A Ordinary Share ”), including each Bleichroeder Class A Ordinary Share held as a result of the Unit Separation, and excluding (x) any shares in respect of which dissenters’ rights have been validly exercised, (y) any shares held directly or indirectly in the treasury of Bleichroeder or any Bleichroeder Class A Ordinary Share held by any direct or indirect wholly owned subsidiary of Bleichroeder immediately prior to the Reincorporation Merger Effective Time (the “ Treasury Shares ”), and any (z) Bleichroeder
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Class A Ordinary Share held by a holder who has validly exercised its redemption rights (“ Redeeming Shares ”), and (ii) Class B ordinary share, par value $0.0001 per share (each, a “ Bleichroeder Class B Ordinary Share ,” and together with the Bleichroeder Class A Ordinary Shares, the “ Bleichroeder Ordinary Shares ”) will be cancelled and converted automatically into one ordinary share, par value € per share, of Bleichroeder Surviving Corporation (the “ Bleichroeder Surviving Corporation Ordinary Share ”);
• each issued and outstanding warrant to purchase Bleichroeder Class A Ordinary Shares (each, a “ Bleichroeder Warrant ”), including the Bleichroeder Warrants held as a result of the Unit Separation, will cease separate existence and trading and will be converted into a warrant to purchase one Bleichroeder Surviving Corporation Ordinary Share (each, a “ Bleichroeder Surviving Corporation Warrant ”);
• each Redeeming Share issued and outstanding will automatically be cancelled and cease to exist and will represent only the right to be paid a pro rata share of the aggregate amount payable with respect to all such Redeeming Shares in accordance with the terms of the Existing Governing Documents;
• each Treasury Share will be cancelled and extinguished without any conversion thereof or payment therefor; and
• the one issued and outstanding ordinary share, par value €10 per share, of Merger Sub owned by Bleichroeder will be cancelled and no consideration shall be delivered therefor.
As soon as practicable following the Reincorporation Merger Effective Time and in accordance with French laws, Legacy Pasqal will merge with Bleichroeder Surviving Corporation by way of a merger by absorption ( fusion -absorption ) in accordance with the applicable provisions of the French Commercial Code, including Articles L. 236 -1 et seq. At the effective time of the Merger (the “ Merger Effective Time ”), Legacy Pasqal will be dissolved without liquidation ( dissolution sans liquidation ) together with the completion of a universal transfer ( transmission universelle de patrimoine ), pursuant to which New Pasqal will succeed all the rights and obligations of Legacy Pasqal, and, among other things:
• each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value €0.10 per share, of Legacy Pasqal, (iii) “Class A” ordinary share, €0.10 per share, of Legacy Pasqal, (iv) “Class B” ordinary share, €0.10 per share, of Legacy Pasqal, and (v) “Class C” ordinary share, €0.10 per share, of Legacy Pasqal, will be exchanged for Bleichroeder Surviving Corporation Ordinary Share (hereinafter referred to as the “ New Pasqal Ordinary Shares ”) using an exchange ratio of 24.01 (the “ Exchange Ratio ”) calculated in accordance with the draft merger agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C, and in accordance with the requirements of French laws to be entered into in connection with the Merger (the “ French Merger Agreement ”) by dividing the value of a Legacy Pasqal share by the value of a Bleichroeder Surviving Corporation share (i.e., $10 per share). The value of a Legacy Pasqal share is obtained by dividing the pre - t ransaction equity valuation of Legacy Pasqal of $2,000,000,000 (the “ Pre -Transaction Equity Val uation ”) by the total number of Legacy Pasqal shares outstanding on a non -fully diluted basis, or 8,330,989 shares. Under French law, the merger of Legacy Pasqal into Bleichroeder Surviving Corporation is structured as a fusion -absorption governed by the French Commercial Code, and the exchange ratio (parité d’échange) is derived from the valeur réelle (real or fair value) of Legacy Pasqal as a going concern, determined on the basis of a multi -criteria valuation negotiated at arm’s length. An independent merger appraiser (commissaire à la fusion), appointed by court order, will verify that the relative values attributed to the shares are appropriate and that the exchange ratio is fair, and such Exchange Ratio is accordingly subject to change; and
• each issued and outstanding equity warrant governed by French laws ( bons de souscription de parts de créateur d’entreprise ) of Legacy Pasqal (“ Rollover BSPCEs ”) will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Ordinary Shares, with the number of shares adjusted, as applicable to reflect the Exchange Ratio, on the same terms and conditions as were applicable to the Rollover BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period and expiration date), except as otherwise provided by the French Merger Agreement, or as required by applicable law.
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Following the Merger Effective Time, the Bleichroeder Surviving Corporation Ordinary Shares will be referred to as “ New Pasqal Ordinary Shares ” and the Bleichroeder Surviving Corporation Warrants will be referred to as “ New Pasqal Warrants .”
Financing for the Business Combination
The Business Combination is expected to be financed through a combination of (i) funds remaining in the trust account that holds a portion of the proceeds of Bleichroeder’s initial public offering and the concurrent sale of the private placement warrants (the “ Trust Account ”), following the exercise of all Bleichroeder shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing (as defined below), and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future subscription purchase agreements or similar to be entered into prior to the consummation of the Business Combination.
In connection with the transactions contemplated by the Business Combination Agreement, Bleichroeder, Merger Sub and certain investors (the “ Investors ”) entered into a securities purchase agreement, dated as of March 4, 2026 and as amended on May 23, 2026 (as it may be further amended, restated or otherwise modified , the “ March 2026 SPA ”), pursuant to which Investors have agreed, among other things subject to certain conditions, to subscribe for $312.5 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares (the “ Senior Unsecured Convertible Bonds ”) and receive warrants to subscribe up to a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares into which the Senior Unsecured Convertible Bonds are initially convertible at an exercise price of $12.00 per New Pasqal Ordinary Share at the Closing, subject to adjustments provided in the March 2026 SPA (each, an “ Investment Warrant ”), for an aggregate subscription price of $250.0 million, reflecting a 20% original issue discount in a private placement (the “ March 2026 Financing ”). Each of the Investment Warrants will be immediately exercisable upon issuance and will expire five years from the date of Closing. The closing of the March 2026 Financing shall occur substantially concurrent with the Closing.
It is anticipated that, of the issued and outstanding New Pasqal Ordinary Shares upon completion of the Business Combination, Bleichroeder Sponsor 2 LLC (the “ Sponsor ”), and its affiliates will own approximately 3.6%, shareholders of Legacy Pasqal will own approximately 75.7%, the Investors (other than the Sponsor’s affiliates) will own approximately 9.9% and our public shareholders will own approximately 10.9%, respectively, of the issued and outstanding New Pasqal Ordinary Shares. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with the terms of the Business Combination Agreement. These relative percentages assume that none of the public shareholders exercise their redemption rights. These percentages do not include any transactions that may be entered into after the date hereof or any exercise or conversion of the New Pasqal Warrants. If any of the public shareholders exercise redemption rights, or any of the other assumptions are not true, these percentages will be different. You should read “ Summary of the Proxy Statement / Prospectus — Ownership of New Pasqal Upon Completion of the Business Combination ” and “ Unaudited Pro Forma Condensed Combined Financial Information ” for further information.
In addition to the Business Combination Proposal, you will also be asked to consider, vote upon and approve: (a) by a special resolution, among other things the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B , subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto (the “ Reincorporation Merger Proposal ”), (b) by a special resolution, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C (the “ Merger Proposal ”), (c) by a special resolution, the adoption of the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively (the “ Governing Documents Proposal ”), (d) upon four separate proposals on an advisory, non -binding basis by an ordinary resolution, the material differences between the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to the accompanying proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively, and the Existing Governing Documents (the “ Advisory Governing Documents Proposals ”), (e) by an ordinary resolution, the appointment of certain directors of New Pasqal with effect from the Closing (the “ Director Election Proposal ”), (f) by an ordinary resolution, a new equity incentive plan, a
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copy of which is attached to this proxy statement/prospectus as Annex I (the “ Incentive Plan Proposal ”), (g) by an ordinary resolution, the issuance of Senior Unsecured Convertible Bonds, the Investment Warrants, New Pasqal Ordinary Shares underlying the foregoing and New Pasqal Ordinary Shares to be issued to the shareholders of New Pasqal in connection with the Business Combination (the “ Share Issuance Proposal ,” and the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, and the Incentive Plan Proposal, the “ Condition Precedent Proposals ”), and (h) an adjournment proposal, as an ordinary resolution, to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting (the “ Adjournment Proposal ,” and together with the Condition Precedent Proposals, the Advisory Governing Documents Proposals, the Director Election Proposal, and the Incentive Plan Proposal, the “ Transaction Proposals ”). Each of the Transaction Proposals is more fully described in the accompanying proxy statement/prospectus, which each Bleichroeder shareholder is encouraged to read carefully and in its entirety.
The Adjournment Proposal provides for a vote to adjourn the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated, (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting be approved.
In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the closing of the Business Combination, including subscription agreements in connection with the transactions contemplated thereby (each as defined in the accompanying proxy statement/prospectus). See the section entitled “ Certain Agreements Related to the Business Combination ” in the accompanying proxy statement/prospectus for more information.
Under the Business Combination Agreement, the Closing is subject to a number of customary closing conditions, including but not limited to, that the Condition Precedent Proposals be approved by the applicable requisite vote of the Bleichroeder’s and Legacy Pasqal’s shareholders, respectively, and that New Pasqal have access to no less than $150,000,000 (prior to the payment of any transaction expenses), from (i) funds remaining in the Trust Account following the exercise of public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination, but excluding, for the avoidance of doubt, the series C equity raise closed by Legacy Pasqal on February 27, 2026 (the “ Legacy Pasqal Series C Equity Raise ”). If any of the conditions to Legacy Pasqal’s obligation to consummate the Business Combination are not satisfied, then Legacy Pasqal will not be required to consummate the Business Combination.
Bleichroeder Class A Ordinary Shares and the warrants entitling the holders thereof to purchase Bleichroeder Class A Ordinary Shares as part of the units offered by Bleichroeder in the initial public offering (the “ public warrants ”) are currently listed on Nasdaq under the symbols “BBCQ” and “BBCQW”, respectively. Certain of Bleichroeder Class A Ordinary Shares and public warrants currently trade as units consisting of one Bleichroeder Class A Ordinary Share and one -third of one redeemable warrant, and are listed on Nasdaq under the symbol “BBCQU”. Following the Closing, the New Pasqal Ordinary Shares and New Pasqal Warrants are intended to be listed, subject to Nasdaq approval, under the proposed symbols “PSQL” and “PSQLW”, respectively. New Pasqal intends to apply for listing the New Pasqal Ordinary Shares and New Pasqal Warrants on Nasdaq under the name “Pasqal Holding SA” to be effective at the time of the consummation of the Business Combination. New Pasqal will not have units traded following consummation of the Business Combination.
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It is important for you to know that, at the time of Bleichroeder’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Pasqal Ordinary Shares or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Pasqal Ordinary Shares would not be listed on any nationally recognized securities exchange.
Within the twelve months following the consummation of the Business Combination, New Pasqal shall use its reasonable best efforts to dual -list on Nasdaq and the Euronext N.V. Paris (“ Euronext ”), subject to market conditions. In connection with such listing, New Pasqal may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.
Bleichroeder is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and consequently, following the Business Combination, New Pasqal will be an “emerging growth company.” As such, New Pasqal has elected to comply with certain reduced public company reporting requirements.
Pursuant to the Existing Governing Documents, each holder of Bleichroeder Class A Ordinary Shares who is not the Sponsor, a shareholder of Bleichroeder immediately prior to its initial public offering, a member of the Bleichroeder’s management team, or a member of the board of directors of Bleichroeder (the “ Bleichroeder Board ”) may request that Bleichroeder redeem all or a portion of its Bleichroeder Class A Ordinary Shares (such shares, the “ public shares ” and such holders the “ public shareholders ”) for cash in connection with any vote on the Business Combination. As a public shareholder, in the event that the Business Combination is approved and consummated, you will be entitled to receive a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares (such redemption price being referred to herein as the “ Redemption Price ”), for any public shares to be redeemed only if you:
(i) hold public shares, whether you are a record holder or hold your shares in “street name,”
(ii) elect to separate the units that you hold into the underlying public shares and public warrants, to the extent you hold public shares through units, prior to exercising your redemption rights with respect to your public shares;
(iii) timely submit a written request to Continental Stock Transfer & Trust Company (“ Continental ”), Bleichroeder’s transfer agent, in which you (a) request that Bleichroeder redeem all or a portion of your public shares for cash, and (b) identify yourself as a beneficial holder and provide your legal name, phone number, and address; and
(iv) timely deliver your share certificates to our transfer agent, Continental, or deliver your shares to our transfer agent, Continental, electronically using the DTC’s DWAC (Deposit/Withdrawal At Custodian) system.
Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to [•] p.m., Eastern Time, on [•], 2026 (two business days before the extraordinary general meeting) in order for their shares to be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic delivery of their public shares. Any request to redeem such shares, once made, may be withdrawn at any time up to [•] p.m., Eastern Time, on [•], 2026.
Holders of units must elect to separate the units into the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying public shares and warrants, or if a holder holds units registered in its own name, the holder must contact Continental directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number, and address to Continental in order to validly redeem its shares. Public shareholders may elect to redeem public shares regardless of whether or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker, or bank.
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If the Business Combination is approved and consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental, Bleichroeder will redeem such public shares for the Redemption Price. For illustrative purposes, as of [•], 2026, this would have amounted to approximately $[•] per issued and outstanding public share.
If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for the Redemption Price and will no longer own public shares. See “ The Extraordinary General Meeting of Bleichroeder Shareholders — Redemption Rights ” in this proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your public shares for the Redemption Price.
Notwithstanding the foregoing redemption rights, Bleichroeder’s Existing Governing Documents provide that a public shareholder, together with any affiliate of such public shareholder or any other person with whom such public shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the public shares. Accordingly, if a public shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the public shares, then any such shares in excess of that 15% limit would not be redeemed for the “Redemption Price”, without our prior consent. There will be no redemption rights with respect to Bleichroeder’s warrants.
The Sponsor, which directly owns 9,583,333 Bleichroeder Class B Ordinary Shares (the “ Founder Shares ”), and the initial shareholders (which indirectly own a portion of such shares), have agreed pursuant to that certain letter agreement, dated as of January 7, 2026 (the “ Sponsor Letter Agreement ”) to, among other things, (i) vote all of their Founder Shares and all shares they acquire prior to the announcement of the Business Combination in favor of the Business Combination and (ii) not redeem any Bleichroeder Ordinary Shares owned by the Sponsor or the initial shareholders in connection with such shareholder approval in connection with the Business Combination, in each case, on the terms and subject to the conditions set forth in the Sponsor Letter Agreement.
TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES (OR A SPECIFIED PORTION OF THEM) ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CONTINENTAL, BLEICHROEDER’S TRANSFER AGENT, AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE EXTRAORDINARY GENERAL MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER, AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO CONTINENTAL OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.
In addition, if the Business Combination is consummated, New Pasqal, the Sponsor and certain other shareholders will enter into an Amended and Restated Registration Rights Agreement (the “ A&R Registration Rights Agreement ”) that will amend and restate the Bleichroeder’s current Registration Rights Agreement, dated as of January 7, 2026, in its entirety, as of the Closing. Pursuant to the A&R Registration Rights Agreement, New Pasqal will agree to file with the SEC a resale shelf registration statement covering the resale of all Registrable Securities (as defined in the A&R Registration Rights Agreement) no later than 30 business days following the Closing and use commercially reasonable efforts to cause the resale shelf registration statement to be declared effective as soon as practicable after filing thereof, but in no event later than the earlier of (i) the 90 th calendar day (or the 120 th calendar day if the SEC notifies New Pasqal that it will “review” the resale shelf registration statement) after the Closing Date and (ii) the tenth (10 th ) business day after the date New Pasqal is notified by the SEC that the resale shelf registration statement will not be reviewed or will not be the subject of further review. Subject to certain customary exceptions, at any time and from time to time, holders with registration rights having a reasonably anticipated gross aggregate offering price of at least $25,000,000 of the then -outstanding Registrable Securities may make a written demand for underwritten and other shelf take -downs . Additionally, the holders of Registrable Securities will be able to make a written demand for registration under the Securities Act of 1933, as amended, of all or a portion of their Registrable Securities, subject to certain limitations so long as such demand includes a number of Registrable Securities with a reasonably anticipated gross aggregate offering price of at least $25 million. Any such demand may be in the form of an underwritten offering, it being understood that, subject to certain exceptions, New Pasqal shall not be required to conduct more
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than one (1) underwritten offering (including underwritten shelf take -downs ) in any 180 -day period. The holders of Registrable Securities will have “piggy -back ” registration rights to include their securities in other registration statements filed by New Pasqal subsequent to the Closing. See the section entitled “ Certain Agreements Related to the Business Combination — Amended and Restated Registration Rights Agreement ” in the accompanying proxy statement/prospectus for more information related to the A&R Registration Rights Agreement.
We are providing the accompanying proxy statement/prospectus and accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all Bleichroeder shareholders are urged to read the accompanying proxy statement / prospectus, including the Annexes thereto and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 25 of the accompanying proxy statement / prospectus.
After careful consideration, the Bleichroeder Board has unanimously (i) determined that it is advisable and in the best interests of Bleichroeder and its shareholders, as a whole, to enter into the Business Combination Agreement and the additional agreements related thereto to which it is a party, and to consummate the Mergers, and the other transactions contemplated therein, (ii) approved and declared advisable the Business Combination Agreement and the additional agreements related thereto to which it is a party, and performance thereof and the consummation of the Mergers and the other transactions contemplated therein, (iii) determined that the transactions contemplated by the Business Combination Agreement and the additional agreements related thereto constitute a “Business Combination” as defined in Bleichroeder’s organizational documents, and (iv) recommended that shareholders of Bleichroeder vote “FOR” each of the Transaction Proposals. When you consider the recommendation of these proposals by the Bleichroeder Board, you should keep in mind that Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “ The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination ” and “ Risk Factors — Risks Related to Bleichroeder and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement / prospectus ” in the accompanying proxy statement / prospectus for a further discussion of these considerations.
The approval of the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, requires a special resolution under Cayman Islands law or the Existing Governing Documents of Bleichroeder, being a resolution passed by a majority of at least two -thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Governing Documents of Bleichroeder, being a resolution passed by a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.
Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please return your proxy card as soon as possible by following the instructions in the accompanying proxy statement / prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting.
If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker, or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining
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whether a quorum is present at the extraordinary general meeting. Accordingly, your failure to vote by proxy or to vote in person at the extraordinary general meeting will have no effect on the outcome of the vote on any of the proposals presented at the extraordinary general meeting. Abstentions and broker non -votes , while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and will have no effect on any of the proposals. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.
On behalf of the Bleichroeder Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.
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[•], 2026
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Sincerely,
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Andrew Gundlach
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Executive Chairman
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to shareholders on or about [•], 2026.
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TABLE OF CONTENTS
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Page
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
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iii
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FINANCIAL STATEMENT PRESENTATION
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iv
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EXCHANGE RATE PRESENTATION
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iv
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CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS
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v
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FREQUENTLY USED TERMS
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vi
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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xiv
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
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xvi
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
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1
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RISK FACTORS
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25
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THE EXTRAORDINARY GENERAL MEETING OF BLEICHROEDER SHAREHOLDERS
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101
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THE BUSINESS COMBINATION PROPOSAL
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114
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THE BUSINESS COMBINATION AGREEMENT
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140
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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION
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154
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THE REINCORPORATION MERGER PROPOSAL
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159
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THE MERGER PROPOSAL
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162
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THE GOVERNING DOCUMENTS PROPOSAL
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165
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THE ADVISORY GOVERNING DOCUMENTS PROPOSALS
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166
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THE DIRECTOR ELECTION PROPOSAL
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171
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THE INCENTIVE PLAN PROPOSAL
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173
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THE SHARE ISSUANCE PROPOSAL
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176
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THE ADJOURNMENT PROPOSAL
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178
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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179
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DILUTION
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202
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CAYMAN ISLANDS TAX CONSIDERATIONS
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205
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FRENCH TAX CONSIDERATIONS
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206
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
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214
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INFORMATION ABOUT BLEICHROEDER
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223
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BLEICHROEDER
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244
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LEGACY PASQAL
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247
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INFORMATION ABOUT LEGACY PASQAL
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269
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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282
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MANAGEMENT OF NEW PASQAL FOLLOWING THE BUSINESS COMBINATION
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291
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EXECUTIVE COMPENSATION
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299
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DESCRIPTION OF NEW PASQAL’S SECURITIES
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301
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COMPARISON OF SHAREHOLDERS’ RIGHTS
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310
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SHARES ELIGIBLE FOR FUTURE SALE
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321
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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324
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ADDITIONAL INFORMATION
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327
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LEGAL MATTERS
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329
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EXPERTS
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329
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WHERE YOU CAN FIND MORE INFORMATION
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330
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INDEX TO THE FINANCIAL STATEMENTS
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F-1
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PART II INFORMATION NOT REQUIRED IN PROSPECTUS
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II-1
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SIGNATURES
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II-6
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Page
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ANNEXES
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Annex A – Business Combination Agreement
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A-1
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Annex A-1 – Amendment to the Business Combination Agreement
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A-1-1
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Annex B – Form of Reincorporation Plan of Merger*
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B-1
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Annex C – Form of French Merger Agreement*
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C-1
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Annex D – Sponsor Support Agreement
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D-1
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Annex E – Company Support Agreement
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E-1
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Annex F – Form of Lock-Up Agreement
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F-1
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Annex G – Form of Amended and Restated Registration Rights Agreement
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G-1
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Annex H-1 – Form of Amended and Restated Articles of Association of New Pasqal*
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H-1-1
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Annex H-2 – Form of New Pasqal Board Internal Regulations*
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H-2-1
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Annex I – Form of New Pasqal 2026 Equity Incentive Plan*
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I-1
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Annex J – Opinion of Newbridge Securities Corporation
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J-1
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Annex K – Form of Bleichroeder Acquisition Corp. II Proxy Card*
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K-1
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* To be filed by amendment.
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form F -4 filed with the U.S. Securities and Exchange Commission (the “ SEC ”), by Bleichroeder Acquisition France Merger Sub 2 (File No. 333-[•]) and the co -registrants hereto, constitutes a prospectus of Bleichroeder Acquisition France Merger Sub 2 under Section 5 of the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the New Pasqal Ordinary Shares to be issued under the Business Combination Agreement if the Business Combination described herein is consummated.
This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), with respect to the extraordinary general meeting of Bleichroeder shareholders at which Bleichroeder shareholders will be asked to consider and vote upon, proposals to approve the Business Combination by the adoption of the Business Combination Agreement, among other matters.
Pursuant to the Business Combination Agreement, among other things, (i) Bleichroeder will merge with and into Merger Sub (the “ Reincorporation Merger ”), with Merger Sub continuing as the surviving company (“ Bleichroeder Surviving Corporation ”) , and (ii) as promptly as practicable after the Reincorporation Merger and in accordance with French Law, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation (the “ Merger ” and, together with the Reincorporation Merger, the “ Mergers ”), with Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to “Pasqal Holding SA” or such other name selected by Legacy Pasqal (“ New Pasqal ”).
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FINANCIAL STATEMENT PRESENTATION
Pasqal SAS
The audited consolidated financial statements of Pasqal SAS as of and for the years ended December 31, 2025 and 2024, and the related notes thereto, were prepared in accordance with the International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) and are included elsewhere in this proxy statement/prospectus.
Legacy Pasqal
On February 28, 2026, Pasqal SAS effected an internal reorganization (the “ Pasqal Reorganization ”), pursuant to which Pasqal SAS became a wholly owned subsidiary of Legacy Pasqal and the existing shareholders of Pasqal SAS became shareholders of Legacy Pasqal. Upon consummation of the Mergers, Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, referred to herein as New Pasqal. Prior to the consummation of the Mergers, Legacy Pasqal has no material assets or operating activities outside of those of Pasqal SAS. Accordingly, no financial statements of Legacy Pasqal have been included in this proxy statement/prospectus.
Bleichroeder
The audited consolidated financial statements of Bleichroeder are presented in conformity with accounting principles generally accepted in the United States of America (“ U.S. GAAP ”) and pursuant to the rules and regulations of the SEC.
EXCHANGE RATE PRESENTATION
Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.
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CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS
In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “ $ ,” “ US$ ” and “ U.S. dollar ” each refer to the United States dollar, and “euro” or “ € ” refers to the currency established for participating member states of the European Union (“ E.U. ”) as of the beginning of stage three of the European Monetary Union on January 1, 1999.
INDUSTRY AND MARKET DATA
In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Legacy Pasqal competes, as well as Legacy Pasqal’s statistics, data and other information provided by third parties relating to markets, market sizes, market shares, market positions and other industry data pertaining to Legacy Pasqal’s business and markets. Such information is supplemented where necessary with Legacy Pasqal’s own internal estimates, taking into account publicly available information about other industry participants and the judgment of Legacy Pasqal’s management where information is not publicly available. This information appears in the section entitled “ Information about Legacy Pasqal ” and other sections of this proxy statement/prospectus.
Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward -looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward -looking statements in this proxy statement/prospectus. These forecasts and forward -looking information are subject to uncertainty and risk due to a variety of factors, including those described under the sections entitled “ Cautionary Note Regarding Forward -Looking Statements ” and “ Risk Factors .” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.
TRADEMARKS, SERVICE MARKS AND TRADE NAMES
Bleichroeder and Legacy Pasqal (and its subsidiaries) own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ® , ™ and SM symbols, but such references are not intended to indicate, in any way, that we or the owners thereof will not assert, to the fullest extent under applicable law, our or their rights to these trademarks, trade names and service marks.
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires:
• the term “ Legacy Pasqal ” means Pasqal Holding SAS, a French société par actions simplifiée , and its consolidated subsidiaries;
• the term “ Bleichroeder ” means Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company;
• the term “ Merger Sub ” means Bleichroeder Acquisition France Merger Sub 2, a société anonyme formed under the laws of the Republic of France, of which Bleichroeder owns substantially all of the outstanding share capital prior to the Reincorporation Merger;
• the term “ Bleichroeder Surviving Corporation ” means Merger Sub as the surviving company following the Reincorporation Merger and prior to the Merger; and
• the term “ New Pasqal ” means Bleichroeder Surviving Corporation, société anonyme, following the merger of Legacy Pasqal with Bleichroeder Surviving Corporation, and its consolidated subsidiaries.
All references to “ we ,” “ us ” or “ our ” refer to Bleichroeder, unless the context otherwise requires or as specified in certain sections or subsections of this proxy statement/prospectus, including, “ Risk Factors, ” “ Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Pasqal ” and “ Information About Legacy Pasqal ”, as indicated therein, in which case, “ we ,” “ us ,” or “ our ” refer to Legacy Pasqal prior to the consummation of the Business Combination, which will be the business of New Pasqal and its consolidated subsidiaries following the consummation of the Business Combination.
In this proxy statement/prospectus:
“ Adjournment Proposal ” means a proposal to approve by an ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting, see the section entitled “The Adjournment Proposal ”.
“ Advisory Governing Documents Proposals ” means the four separate proposals to approve on an advisory, non -binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals the material differences between the Proposed Governing Documents and the Existing Governing Documents, see the section entitled “ The Advisory Governing Documents Proposals ”.
“ A&R Registration Rights Agreement ” means the agreement to be entered into by New Pasqal, the Sponsor, and certain other shareholders concurrently with the Closing, pursuant to which that certain Registration Rights Agreement, dated as of January 7, 2026, shall be amended and restated in its entirety, as of the Closing, a copy of which is attached to this proxy statement/prospectus as Annex G .
“ Bleichroeder Board ” means the board of directors of Bleichroeder, from time to time.
“ Bleichroeder Class A Ordinary Shares ” means Bleichroeder’s Class A ordinary shares, par value $0.0001 per share.
“ Bleichroeder Class B Ordinary Shares ” means Bleichroeder’s Class B ordinary shares, par value $0.0001 per share.
“ Bleichroeder Ordinary Shares ” means the Bleichroeder Class A Ordinary Shares and the Bleichroeder Class B Ordinary Shares.
“ Bleichroeder Securities ” means the Bleichroeder Class A Ordinary Shares and Bleichroeder Warrants.
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“ Bleichroeder shareholders ” means the holders of Bleichroeder Ordinary Shares.
“ Bleichroeder Surviving Corporation Ordinary Share ” means an ordinary share, par value € per share, of Bleichroeder Surviving Corporation.
“ Bleichroeder Surviving Corporation Warrant ” means a warrant to purchase a Bleichroeder Surviving Corporation Ordinary Share.
“ Bleichroeder Warrants ” means the public warrants and the private placement warrants.
“ Bleichroeder warrant holders ” means holders of the public warrants and the private placement warrants.
“ broker non -vote ” means the failure of a Bleichroeder shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“ BM2 ” means Bleichroeder Manager 2 LLC, the managing member of the Sponsor.
“ Bpifrance ” or “BPI” means Bpifrance, a French société anonyme, having its registered office at 27 -31 , avenue du Général Leclerc, 94700 Maisons -Alfort , France.
“ Business Combination ” means the Mergers and the other transactions contemplated by the Business Combination Agreement and the additional agreements related thereto, collectively.
“ Business Combination Agreement ” means Agreement and Plan of Merger, a copy of which is attached to this proxy statement/prospectus as Annex A , entered into on February 28, 2026, by and among Bleichroeder, Merger Sub and Legacy Pasqal, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger entered into on May 26, 2026, a copy of which is attached to this proxy statement/prospectus as Annex A -1 and as may be further amended, supplemented or otherwise modified from time to time.
“ Business Combination Proposal ” means the proposal to approve by an ordinary resolution subject to the passing of each of the other Condition Precedent Proposals the entry into, execution, and adoption of the Business Combination Agreement and the transactions contemplated thereby, by and among Bleichroeder, Merger Sub, and Legacy Pasqal, copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A -1 , see the sections entitled “ The Business Combination Proposal ” and “ The Business Combination Agreement .”
“ Business Day ” means any day other than a Saturday, a Sunday or a legal holiday on which commercial banking institutions in New York, New York, the Cayman Islands, or Paris, France are authorized or required by applicable law to close for business.
“ Cayman Registrar ” means the Registrar of Companies of the Cayman Islands.
“ Clear Street ” means Clear Street LLC.
“ Closing ” means the consummation of the Business Combination, including the transactions contemplated by the Business Combination Agreement.
“ Closing Date ” means the date to which the Business Combination, including the transactions contemplated by the Business Combination Agreement, are consummated.
“ Co -Founders ” means Michel Combes and Andrew Gundlach, Bleichroeder’s Executive Chairman of the Bleichroeder Board, and each a member of Bleichroeder’s Sponsor.
“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.
“ Cohen ” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.
“ coherence ” means the ability of a quantum system to maintain a well -defined phase relationship between different states in a superposition (when qubits are in multiple states at the same time).
“ Cayman Companies Act ” means the Companies Act (Revised) of the Cayman Islands as the same may be amended from time to time.
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“ Completion Window ” means the period of time in which Bleichroeder has to complete its initial business combination pursuant to the terms of the Existing Governing Documents, which is the date that is within 24 months from the closing of its IPO, or (i) such earlier liquidation date as the Bleichroeder Board may approve or (ii) such later date as Bleichroeder shareholders may approve.
“ Condition Precedent Proposals ” means the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.
“ Continental ” means Continental Stock Transfer & Trust Company.
“ Designation Right ” means the right to designate one IP Nominee to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal Board at the Closing under the Business Combination Agreement.
“ Director Election Proposal ” means the proposal to approve by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the New Pasqal Articles of Association, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, see the section entitled “ The Director Election Proposal ”.
“ DTC ” means the Depository Trust Company.
“ entanglement ” means a fundamental phenomenon where two or more quantum bits (qubits) become interconnected and instantly correlated with the state of each other, regardless of the distance between them. This unique linkage enables quantum systems to represent and manipulate complex correlations in data.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Exchange Ratio ” means the exchange ratio of 24.01 calculated in accordance with the French Merger Agreement by dividing the value of a Legacy Pasqal share by the value of a Bleichroeder Surviving Corporation share (i.e., $10 per share). The value of a Legacy Pasqal share is obtained by dividing the Pre -Transaction Equity Valuation of Legacy Pasqal of $2,000,000,000 by the total number of Legacy Pasqal shares outstanding on a non -fully diluted basis, or 8,330,989 shares. Under French law, the merger of Legacy Pasqal into Bleichroeder Surviving Corporation is structured as a fusion -absorption governed by the French Commercial Code, and the exchange ratio (parité d’échange) is derived from the valeur réelle (real or fair value) of Legacy Pasqal as a going concern, determined on the basis of a multi -criteria valuation negotiated at arm’s length. An independent merger appraiser (commissaire à la fusion), appointed by court order, will verify that the relative values attributed to the shares are appropriate and that the exchange ratio is fair, and such Exchange Ratio is accordingly subject to change.
“ Existing Governing Documents ” means the amended and restated memorandum and articles of association of Bleichroeder, adopted by a special resolution passed on January 7, 2026.
“ Euronext ” means Euronext N.V. Paris.
“ extraordinary general meeting ” means the extraordinary general meeting of Bleichroeder to be held online via live webcast, at [•] a.m., Eastern Time, on [•], 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned. For the purposes of the Existing Governing Documents, the physical location of the extraordinary general meeting will be at the offices of Reed Smith LLP, 2850 N. Harwood St., Suite 1500, Dallas, Texas 75201.
“ Effective Time ” means the time at which the Business Combination becomes effective.
“ E.U.” means the European Union.
“ Fairness Opinion ” means the fairness opinion from Newbridge dated February 28, 2026, a copy of which is attached to the accompanying proxy statement/prospectus as Annex J .
“ fault -tolerant quantum computing ” means quantum computing that operates reliably even in the presence of errors, provided the error rate is below a certain threshold.
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“ fidelity ” means the likelihood that a gate operation between two qubits is performed correctly without introducing errors.
“ Founder Shares ” means the 9,583,333 Bleichroeder Class B Ordinary Shares owned by the Sponsor.
“ French Commercial Code ” means the French Code de commerce.
“ French Merger Agreement ” means the draft merger agreement substantially in the form of Annex C hereto, in form and substance acceptable to Bleichroeder, Merger Sub and Bleichroeder Surviving Corporation and in accordance with the requirements of the French Commercial Code to be entered into in connection with the Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C .
“ Governing Documents Proposal ” means the proposal to approve by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the adoption of the Proposed Governing Documents to be in effect following the Business Combination, see the section entitled “ The Governing Documents Proposal ”.
“ ICA (Canada) ” means Investment Canada Act (Canada).
“ IFRS ” means International Financial Reporting Standards, as issued by the International Accounting Standards Board.
“ Incentive Plan ” means the 2026 Long -Term Incentive Plan of Pasqal Holding SA.
“ Incentive Plan Proposal ” means the proposal to approve by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the adoption of a new equity incentive plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I , see the section entitled “ The Incentive Plan Proposal ”.
“ Inflection Point ” means Inflection Point Fund I LP, in whose general partner Mr. Gundlach has, individually and through affiliates, a non -voting , non -controlling indirect financial interest.
“ initial shareholders ” means certain of Bleichroeder’s officers and directors, holders of Bleichroeder private placement warrants, and persons who, directly or indirectly, holds membership interests in the Founder Shares through the Sponsor via Inflection Point and STP.
“ Investment ” means the convertible financing by Legacy Pasqal and Bleichroeder with select key investors as evidenced by the March 2026 SPA.
“ Investment Company Act ” means the Investment Company Act of 1940, as amended.
“ Investment Warrants ” means the warrants to purchase a number of New Pasqal Ordinary Shares equal to 125% of the total number of New Pasqal Ordinary Shares to be issued pursuant to the March 2026 SPA immediately following the consummation of the Business Combination.
“ Investment Warrants Terms and Conditions ” means the Terms and Conditions ( termes et conditions des bons de souscriptions d’actions ) attached to New Pasqal’s shareholders decision issuing the Investment Warrants.
“ IP Investors ” means, in connection with the Investment provided for under the March 2026 SPA, those certain investors led by Inflection Point holding the Designation Right to designate one IP Nominee.
“ IP Nominee ” means the individual designated by the IP Investors to be included as one of the directors that Bleichroeder is entitled to designate to the New Pasqal Board at the Closing under the Business Combination Agreement, in accordance with such IP Investors’ Designation Right.
“ Investors ” means the accredited investors party to the March 2026 SPA.
“ IPO ” means Bleichroeder’s initial public offering of units, consummated on January 9, 2026.
“ JOBS Act ” means the Jumpstart Our Business Startups Act of 2012, as amended.
“ Legacy Pasqal Board ” means the board of directors of Legacy Pasqal.
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“ Legacy Pasqal Series C Equity Raise ” means the series C equity raise closed by Legacy Pasqal on February 27, 2026.
“ management ” or “ management team ” means the officers of Bleichroeder.
“ March 2026 Financing ” means the $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds convertible into New Pasqal Ordinary Shares and Investment Warrants for an aggregate purchase price of $250.0 million to be issued pursuant to the March 2026 SPA immediately following the closing of the Business Combination.
“ Masse ” means the holders of the Senior Unsecured Convertible Bonds who are organized as a group for the representation of their interests.
“ March 2026 SPA ” means the Securities Purchase Agreement, entered into on March 4, 2026 and amended on May 23, 2026 by and among Bleichroeder, Merger Sub and the Investors, as it may be amended, restated or otherwise modified from time to time.
“ MC Advisory ” means MC Advisory L.L.C -FZ , an entity formed in Dubai (of which Michel Combes, one of our Co -Founders , is the manager).
“ Merger ” means the merger of Legacy Pasqal with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation surviving the merger and continuing as New Pasqal, the surviving company, pursuant to the French Merger Agreement and changing its name to “Pasqal Holding SA” or such other name to be selected by Legacy Pasqal.
“ Mergers ” means the Merger and the Reincorporation Merger.
“ Merger Effective Time ” means the date on which the board of Bleichroeder Surviving Corporation acknowledges the completion of the French Merger, or such later time as specified in or otherwise in accordance with the French Merger Agreement or the French Commercial Code.
“ Merger Proposal ” means a proposal, to approve, by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C , see the section entitled “ The Merger Proposal ”.
“ Nasdaq ” means the Nasdaq Stock Market LLC.
“ neutral atoms ” refer to the modality that builds quantum systems by isolating, controlling and measuring atoms in a vacuum chamber using lasers, enabling long coherence times, high gate fidelities and precision sensing.
“ Newbridge ” means Newbridge Securities Corporation, the independent provider of the Fairness Opinion.
“ New Pasqal Articles of Association ” means the articles of association, as amended and restated, of New Pasqal that will be in effect following the Closing.
“ New Pasqal Board ” means the board of directors of New Pasqal, effective upon the Closing.
“ New Pasqal Ordinary Shares ” means ordinary shares, par value € per share, of New Pasqal, formerly referred to as Bleichroeder Surviving Corporation Ordinary Shares prior to the Merger Effective Time.
“ New Pasqal Warrants ” means the public warrants, the private placement warrants, and the working capital loan warrants, if any, issued by Bleichroeder, to acquire Bleichroeder Class A Ordinary Shares (or Bleichroeder Surviving Corporation Ordinary Shares, as the case may be) that are outstanding immediately prior to the Effective Time and are governed by the terms of the Warrant Agreement, as converted in the Mergers such that they represent the right to acquire the same number of New Pasqal Ordinary Shares, at the same exercise price and on the same terms as in effect immediately prior to the Reincorporation Merger Effective Time, and formerly referred to as Bleichroeder Surviving Corporation Warrants prior to the Merger Effective Time.
“ New Pasqal Securities ” means the New Pasqal Ordinary Shares and New Pasqal Warrants.
“ New Pasqal Shareholders ” means, the shareholders of New Pasqal.
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“ Pasqal Reorganization ” means the internal reorganization pursuant to which Pasqal SAS and its subsidiaries became the wholly owned subsidiaries of Pasqal Holding SAS, a new holding company.
“ PCAOB ” means the Public Company Accounting Oversight Board.
“ Person ” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.
“ private placement warrants ” means the warrants to purchase Bleichroeder Class A Ordinary Shares purchased by the Sponsor, Cohen and Clear Street in a private placement in connection with the IPO.
“ PFIC ” means a “passive foreign investment company” within the meaning of Section 1297(a) of the Code.
“ Proposed Governing Documents ” means the New Pasqal Articles of Association and the New Pasqal Board Internal Regulations to be in effect following the Business Combination, copies of which are attached to this proxy statement/prospectus as Annex H -1 and Annex H -2 , respectively.
“ prospectus ” means the prospectus included in the Registration Statement on Form F -4 (Registration No. 333-[•]) filed with the SEC.
“ public shares ” means Bleichroeder Class A Ordinary Shares included in the units sold by Bleichroeder in its IPO.
“ public shareholders ” means the holders of public shares.
“ public warrants ” means the warrants included in the units sold in Bleichroeder’s IPO, each of which is exercisable for one Bleichroeder Class A Ordinary Share, in accordance with its terms.
“ quantum advantage ” means when a quantum device (e.g., quantum computer) outperforms the best -in -class classical device at a task.
“ quantum computing ” means computations that run simultaneously from qubits’ superposed states, which are manipulated with wave interference.
“ qubits ” means the basic unit of quantum information; unlike bits (0 or 1) used in classical computing, qubits can hold both values simultaneously.
“ Redeeming Shares ” means Bleichroeder Class A Ordinary Shares held by a holder who has validly exercised its redemption rights.
“ Redemption Price ” means a per share redemption price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of then issued public shares for any public shares to be redeemed pursuant to the Existing Governing Documents and the terms and conditions herein.
“ redemption ” means the redemption of public shares for cash pursuant to the Existing Governing Documents.
“ Registrable Securities ” has the meaning set forth in the A&R Registration Rights Agreement substantially in the form attached hereto as Annex G hereto.
“ Reincorporation Merger ” means the merger by which Bleichroeder will merge with and into Merger Sub in accordance with the Reincorporation Plan of Merger with Merger Sub continuing as the surviving entity, such that the undertaking, property and liabilities of Bleichroeder and Merger Sub vest in the Bleichroeder Surviving Corporation by virtue of such merger pursuant to the provisions of Part 16 of the Cayman Companies Act and the French Code de commerce .
“ Reincorporation Merger Effective Time ” means the date that the Reincorporation Plan of Merger has been registered by the Cayman Registrar in accordance with the Cayman Companies Act, or such later time as specified in or otherwise in accordance with the Reincorporation Plan of Merger and the Cayman Companies Act.
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“ Reincorporation Merger Proposal ” means a proposal to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, among other things, the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B , subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, see the section entitled “ The Reincorporation Merger Proposal ”.
“ Reincorporation Plan of Merger ” means the plan of merger, a copy of which is attached to this proxy statement/prospectus as Annex B, including the annexures thereto, subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, pursuant to which Bleichroeder will be merged with and into Merger Sub, following which Merger Sub will continue as the surviving company.
“ Requisite Holders ” means, for as long as 10% of the Senior Unsecured Convertible Bonds issued as of the Closing are held by Inflection Point Asset Management LLC and certain other holders of the Senior Unsecured Convertible Bonds and their respective affiliates, the affirmative vote or action of the Masse.
“ Rollover BSPCEs ” means each outstanding Legacy Pasqal BSPCE ( bons de souscription de parts de créateur d’entreprise ), which are French startup stock warrants that give employees the right to subscribe to shares at a predefined exercise price, that, at the Closing, will be assumed by New Pasqal and will grant the right to subscribe for New Pasqal Ordinary Shares, with the number of shares adjusted, as applicable, to reflect the exchange ratio set forth in the French Merger Agreement and as set forth in the allocation schedule to be delivered pursuant to the Business Combination Agreement.
“ SEC ” means the U.S. Securities and Exchange Commission.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Senior Unsecured Convertible Bonds ” means the $312.50 million aggregate principal amount of senior unsecured convertible bonds convertible into New Pasqal Ordinary Shares that the Investors have agreed, subject to certain conditions, to purchase, immediately following the consummation of the Business Combination, pursuant to the March 2026 SPA.
“ Senior Unsecured Convertible Bonds Terms and Conditions ” means the Terms and Conditions ( termes et conditions des obligations convertibles en actions ordinaires ) attached to New Pasqal’s shareholders decision issuing the Senior Unsecured Convertible Bonds.
“ Share Issuance Proposal ” means a proposal to approve, by an ordinary resolution, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635(a), (b) and (d), and subject to the approval of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) the Senior Unsecured Convertible Bonds, (ii) the Investment Warrants, (iii) New Pasqal Ordinary Shares to be issued to New Pasqal Shareholders in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants, see the section entitled “ The Share Issuance Proposal ”.
“ Special Committee ” means the committee comprised entirely of independent and disinterested directors of Bleichroeder formed to consider and negotiate the terms and conditions of the Business Combination and to recommend to the Bleichroeder Board whether to pursue the Business Combination and, if so, on what terms and conditions.
“ Sponsor ” means Bleichroeder Sponsor 2 LLC, a Delaware limited liability company.
“ Sponsor Letter Agreement ” means the letter agreement, dated as of January 7, 2026, by and among Sponsor, Bleichroeder and its directors and officers pursuant to which the parties agreed to vote all of their Founder Shares in favor of the Business Combination and related transactions and to take certain other actions in support of the Business Combination Agreement and related transactions.
“ STP ” means Science & Technology Partners, L.P.
“ superposition ” means the potential for a qubit to be in a state of 0, 1, or in a quantum superposition of both 0 and 1 at the same time.
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“ Transaction Proposals ” means the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Advisory Governing Documents Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal.
“ transfer agent ” means Continental, Bleichroeder’s transfer agent.
“ Treasury Shares ” means any shares held in the treasury of Bleichroeder.
“ Trust Account ” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the private placement warrants.
“ units ” means the 28,750,000 units issued in connection with the IPO, each of which consisted of one Bleichroeder Class A Ordinary Share and one -third of one redeemable public warrant.
“ Unit Separation ” means the separation of Bleichroeder’s units.
“ Warrant Agreement ” means that certain Warrant Agreement, dated as of January 7, 2026, by and between Bleichroeder and Continental, as warrant agent, as amended in connection with the Business Combination.
“ Working Capital Loans ” refer to $2,000,000 loans from the Sponsor to Bleichroeder at Closing.
“ U.S. GAAP ” means United States generally accepted accounting principles.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes statements that express Bleichroeder’s and Legacy Pasqal’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward -looking statements.” These forward -looking statements can generally be identified by the use of forward -looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward -looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding the parties’ intentions, beliefs or current expectations concerning, among other things:
• the ability to consummate the Business Combination;
• the anticipated timing of the Business Combination;
• costs related to the Business Combination;
• the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of New Pasqal to grow and the ability of New Pasqal to retain its key employees;
• New Pasqal’s projected financial performance, growth rate, innovations, and market opportunity, technology roadmap, including anticipated milestones and the timing thereof;
• the expected benefits of the Business Combination and New Pasqal’s ability to maintain and enter into new contracts, awards and other relationships, including partnerships or collaborations with governments and government entities;
• the initial listing of New Pasqal’s securities on Nasdaq and its ability to meet Nasdaq’s continued listing standards;
• changes in New Pasqal’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects and plans;
• New Pasqal’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the completion of the Business Combination;
• New Pasqal’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;
• changes in applicable laws or regulations;
• New Pasqal’s ability to execute its strategy while managing French State influence and complying with French law as well as applicable foreign laws;
• expectations regarding the time during which New Pasqal will be an emerging growth company under the JOBS Act;
• New Pasqal’s ability to raise financing in the future on terms acceptable to it, if at all;
• New Pasqal’s estimates regarding expenses, future revenue, future capital requirements and sources and uses of cash; and
• the highly competitive and rapidly evolving nature of the quantum computing industry in which New Pasqal will operate.
These forward -looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not predictions of actual performance. Accordingly, forward -looking statements should not
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be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward -looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
These forward -looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward -looking statements. These risks and uncertainties include, but are not limited to:
• Those described in the section entitled “ Risk Factors ”;
• other factors disclosed in this proxy statement/prospectus; and
• other factors beyond New Pasqal, Legacy Pasqal or Bleichroeder’s control.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward -looking statements. New Pasqal, Legacy Pasqal and Bleichroeder will not undertake any obligation to update or revise any forward -looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Bleichroeder shareholders. We urge our shareholders to read carefully this entire proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein.
Q: Why am I receiving this proxy statement / prospectus?
A: Bleichroeder shareholders are being asked to consider and vote upon seven Condition Precedent Proposals, including a Business Combination Proposal, to approve, as an ordinary resolution and ratify, the entry into and execution of the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, pursuant to which, among other things, (i) the Reincorporation Merger will occur, in which Bleichroeder will merge with Merger Sub, with Merger Sub continuing as the surviving company , and (ii) as promptly as practicable after the Reincorporation Merger Effective Time, the Merger will occur, in which Legacy Pasqal will merge with and into Bleichroeder Surviving Corporation, with Bleichroeder Surviving Corporation continuing as the surviving company, New Pasqal.
A copy of the Business Combination Agreement and its amendment are attached to this proxy statement/prospectus as Annex A and Annex A -1 , and you are encouraged to read it in its entirety. This proxy statement/prospectus includes descriptions of the Business Combination Agreement and the transactions contemplated thereby, including the Mergers, the additional agreements. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the applicable agreement attached to this proxy statement/prospectus.
This proxy statement/prospectus also provides for approval of the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal, as more fully described herein. The approval of the Reincorporation Merger Proposal, the Merger Proposal and the Governing Documents Proposal requires a special resolution under Cayman Islands law or the Existing Governing Documents of Bleichroeder, being a resolution passed by a majority of at least two -thirds (2/3) of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The approval of each of the Business Combination Proposal, the Director Election Proposal, Incentive Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Governing Documents of Bleichroeder, being a resolution passed by a simple majority of the votes which are cast by the holders of the issued and outstanding Bleichroeder Ordinary Shares who, being present in person or represented by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Closing of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal.
Bleichroeder Class A Ordinary Shares and public warrants are currently listed on Nasdaq under the symbols “BBCQ” and “BBCQW”, respectively. Certain of Bleichroeder Class A Ordinary Shares and public warrants currently trade as units consisting of one Bleichroeder Class A Ordinary Share and one -third of one redeemable warrant, and are listed on Nasdaq under the symbol “BBCQU”. New Pasqal intends to apply for listing under the name “Pasqal Holding SA” or such other name selected by Legacy Pasqal to be effective at the time of the consummation of the Business Combination, of the New Pasqal Ordinary Shares and New Pasqal Warrants on Nasdaq. New Pasqal will not have units traded following consummation of the Business Combination.
Within the twelve months following the consummation of the Business Combination, New Pasqal shall use its reasonable best efforts to dual -list on Nasdaq and Euronext, subject to market conditions. In connection with such listing on Euronext, New Pasqal may issue additional equity securities. No certainty can be provided as to the timing of any such listing or offering or whether either will be ultimately successful.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the Transaction Proposals to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of New Pasqal with respect to the New Pasqal Ordinary Shares and the New Pasqal Warrants that it will issue in the proposed Business Combination.
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YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT / PROSPECTUS.
Q: What matters will shareholders consider at the extraordinary general meeting?
A: At the extraordinary general meeting Bleichroeder will ask its shareholders to consider and vote “FOR” each of the following proposals:
The Business Combination Proposal — to approve, by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals, the entry into, execution, and adoption of the Business Combination Agreement, its amendment, and the transactions contemplated thereby, by and among Bleichroeder, Merger Sub, and Legacy Pasqal, copies of each of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A -1 , see the sections entitled “ The Business Combination Proposal ” and “ The Business Combination Agreement ”;
The Reincorporation Merger Proposal — to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, among other things, the Reincorporation Merger and the entry into and execution of the Reincorporation Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex B , subject to such amendments as may be approved by the directors of Bleichroeder and the authorized signatories of Merger Sub, including the annexures thereto, see the section entitled “ The Reincorporation Merger Proposal ”;
The Merger Proposal — to approve, by a special resolution, subject to the passing of each of the other Condition Precedent Proposals, and following the Reincorporation Merger Effective Time, the French Merger Agreement and the entry into and execution of the French Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C , see the section entitled “ The Merger Proposal ”;
The Governing Documents Proposal — to approve, by a special resolution, subject to the approval of each of the other Condition Precedent Proposals, following the Reincorporation Merger Effective Time and by virtue of the Merger, the adoption of the Proposed Governing Documents to be in effect following the Business Combination, see the section entitled “ The Governing Document Proposal ”;
The Advisory Governing Documents Proposals — the four separate proposals to approve on an advisory, non -binding basis by an ordinary resolution, subject to the passing of each of the other Condition Precedent Proposals the material differences between the Proposed Governing Documents and the Existing Governing Documents, see the section entitled “ The Advisory Governing Documents Proposals ”;
The Director Election Proposal — to approve, by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the election of directors to serve on the New Pasqal Board following the consummation of the Business Combination for the applicable term under the New Pasqal Articles of Association, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death, see the section entitled “ The Director Election Proposal ”;
The Incentive Plan Proposal — to approve, by an ordinary resolution, subject to the approval of each of the other Condition Precedent Proposals, the adoption of a new equity incentive plan, a copy of which is attached to the accompanying proxy statement/prospectus as Annex I , see the section entitled “ The Incentive Plan Proposal ”;
The Share Issuance Proposal — to approve, by an ordinary resolution, for purposes of complying with applicable provisions of Nasdaq Listing Rule 5635(a), (b) and (d), and subject to the approval of each of the other Condition Precedent Proposals, the issuance or potential issuance of (i) the Senior Unsecured Convertible Bonds, (ii) the Investment Warrants, (iii) New Pasqal Ordinary Shares to be issued to New Pasqal Shareholders in connection with the Business Combination, and (iv) New Pasqal Ordinary Shares issuable upon the conversion or exercise of the Senior Unsecured Convertible Bonds and Investment Warrants, see the section entitled “ The Share Issuance Proposal ” and
The Adjournment Proposal — to approve, by an ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, in the reasonable determination of the chairman of Bleichroeder (x) to permit further solicitation and vote of proxies in the event that there are insufficient votes for any of the foregoing, (y) if Bleichroeder determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (z) to facilitate the Reincorporation Merger, the Merger or any other transaction contemplated in connection with the Business Combination (i) to the extent necessary to ensure that any required supplement or
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amendment to the accompanying proxy statement/prospectus is provided to Bleichroeder’s shareholders or (ii) to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more of the proposals at the extraordinary general meeting, see the section entitled “The Adjournment Proposal ”.
The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Share Issuance Proposal (collectively, the “ Condition Precedent Proposals ”).
For more information, please see the sections entitled “ The Business Combination Proposal ,” “ T he Rei ncorporation Merger Proposal ,” “ The Merger Proposal ,” “ The Governing Documents Proposal ,” “ The Advisory Governing Documents Proposals ,” “ The Director Election Proposal ,” “ The Incentive Plan Proposal,” “ The Share Issuance Proposal” and “ The Adjournment Proposal .”
Bleichroeder will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Bleichroeder shareholders should read it carefully and in its entirety.
Q: What differences will there be between the Proposed Governing Documents and the Existing Governing Documents that shareholders will consider at the extraordinary general meeting?
A: Bleichroeder’s Existing Governing Documents will effectively be replaced by the Proposed Governing Documents of New Pasqal given that Bleichroeder shareholders will, effective as of the consummation of the Business Combination (and assuming such shareholders do not redeem their public shares) hold New Pasqal Ordinary Shares subject to the Proposed Governing Documents. Bleichroeder shareholders are asked to consider and vote upon and to approve by ordinary resolution three separate proposals in connection with the material differences between the Existing Governing Documents and the Proposed Governing Documents:
Existing Governing Documents of Bleichroeder
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Proposed Governing Documents of New Pasqal
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Method to Appoint and Elect Directors
(Governing Documents Proposal 5A)
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Prior to the closing of an initial business combination, Bleichroeder may appoint or remove any director by ordinary resolution of the holders of Class B Ordinary Shares. Prior to the closing of an initial business combination, holders of the Bleichroeder Class A Ordinary Shares have no right to vote on the appointment or removal of any director.
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Per the Proposed Governing Documents, immediately following the Closing, the New Pasqal Board will consist of no more than 9 directors.
Without prejudice to the power of the shareholders’ meeting to appoint a person to be a director by ordinary resolution and subject to the Proposed Governing Documents, in the event of a vacancy resulting from the death, resignation or removal of a director, the board of directors may, between two shareholders’ meetings and provided that a quorum of directors remains in office, appoint a person as director on a provisional basis to fill such vacancy. Any such appointment shall be submitted for ratification at the next shareholders’ meeting. If the appointment is not ratified, the decisions taken and acts performed previously by the board of directors shall nevertheless remain valid. A director appointed to replace another shall hold office only for the remaining term of his or her predecessor.
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However, if the number of directors in office falls below the minimum required by applicable laws and regulations, a shareholders’ meeting shall be convened in accordance with the provisions set out by such laws and regulations in order to complete the composition of the board of directors.
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Existing Governing Documents of Bleichroeder
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Proposed Governing Documents of New Pasqal
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Shareholder Advance Notice Procedures of Director Nominations and New Business
(Governing Documents Proposal 5B)
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Shareholders seeking to bring business before an annual general meeting, or to nominate candidates for appointment as directors at an annual general meeting, must provide written notice of such business to Bleichroeder. To be timely, a shareholder’s notice will need to be received by the company secretary (or, if none is appointed, any other officer) at our principal executive offices not later than the close of business on the 90 th day nor earlier than the close of business on the 150 th day prior to the anniversary date of the immediately preceding annual general meeting.
The Existing Governing Documents specify certain requirements as to the form and content of a shareholders’ meeting. These provisions may preclude our shareholders from bringing matters before our annual general meeting or from making nominations for directors at our annual general meeting. The Existing Governing Documents allow the chairman of the meeting at a meeting of the shareholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.
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The Proposed Governing Documents do not include provisions related to advance notice procedural requirements that shareholders must comply with in order to propose nominations of candidates to be elected as directors or any other proper business to be considered by shareholders at an annual general meeting.
However, under French law, shareholders may request that draft resolutions be included on the agenda of shareholders’ meetings provided they hold a minimum fraction of the company’s share capital. Pursuant to Article L. 225 -105 of the French Commercial Code, this threshold is 5% of the share capital where the capital does not exceed €750,000; where it exceeds that amount, the required holding is calculated according to a decreasing scale set out in Article R. 225 -71 of the French Commercial Code. The request must be sent to the company’s registered office by registered letter with acknowledgment of receipt or by electronic communication and must comply with specific time limits, generally no later than the twenty -fifth day preceding the shareholders’ meeting. The request must include the text of the proposed resolution, where appropriate a brief statement of reasons, and proof that the requesting shareholders hold the required number of shares. In addition, where the proposed resolution concerns the nomination of a candidate to the board of directors, the submission must also contain certain information regarding the candidate, such as their identity, age and professional background.
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Change to the Corporate Name
(Governing Documents Proposal 5C)
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The name of the company under the Existing Governing Documents is Bleichroeder Acquisition Corp. II.
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The New Pasqal Articles of Association will change the company name of New Pasqal to Pasqal Holding SA.
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Other Changes in Connection with Adoption of the Proposed Governing Documents
(Governing Documents Proposal 5D)
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The Existing Governing Documents include provisions related to Bleichroeder’s status as a blank check company prior to the consummation of a business combination.
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The Proposed Governing Documents do not include such provisions related to New Pasqal’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as New Pasqal will cease to be a blank check company at such time.
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Q: Are any of the proposals conditioned on one another?
A: Yes. The Closing is conditioned on the approval of the Business Combination Proposal, the Reincorporation Merger Proposal, the Merger Proposal, the Governing Documents Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Share Issuance Proposal. If Bleichroeder does not consummate the Business Combination and fails to complete an initial business combination within 24 months from the closing of its IPO, or (i) such earlier liquidation date as the Bleichroeder Board may approve or (ii) such later date as Bleichroeder shareholders may approve (the “ Completion Window ”), Bleichroeder will be required to liquidate and dissolve.
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Q: Why is Bleichroeder proposing the Business Combination Proposal?
A: Bleichroeder is a blank check company incorporated on August 27, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. While Bleichroeder may pursue an initial business combination in any industry, sector or geographic region, it focuses its efforts on North American and European businesses in disruptive growth sectors. Disruptive growth sectors may include companies within sectors that are being transformed via technology adoption, where Bleichroeder believes its management team’s operational and investment expertise will provide it with a competitive advantage. Bleichroeder is not permitted under the Existing Governing Documents to effect a business combination with a blank check company or a similar type of company with nominal operations. Bleichroeder has identified several general criteria and guidelines it believes are important in analyzing prospective target businesses for a business combination for evaluating acquisition opportunities. Bleichroeder has sought a target that it believes:
• utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal -sourcing capabilities;
• has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;
• provides a platform for add -on acquisitions, which we believe will be an opportunity for our sponsor and its members and management team to deliver incremental shareholder value post -acquisition ;
• would benefit from our Sponsor’s and management team’s experience, which can be applied to improve the operations and market position of the target;
• has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;
• has a differentiated or unique product offering with multiple avenues for growth and margin expansion;
• is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;
• is a fundamentally sound company that is underperforming its potential;
• exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the marketplace based on our analysis and due diligence review;
• has a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;
• will offer an attractive risk -adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and
• can benefit from being a publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.
Based on its due diligence investigations of Legacy Pasqal and the industry in which it operates, including the financial and other information provided by Legacy Pasqal in the course of negotiations, the Bleichroeder Board believes that Legacy Pasqal meets the criteria and guidelines listed above. However, there is no assurance of this. See the sections entitled “ The Business Combination Proposal — The Special Committee’s and Bleichroeder Board’s Reasons for Approval of the Business Combination” and “The Business Combination Proposal — Summary of the Fairness Opinion of Newbridge Securities Corporation as Financial Advisor to the Special Committee” .
Although the Bleichroeder Board believes that the Business Combination presents an attractive business combination opportunity and is in the best interests of Bleichroeder and Bleichroeder shareholders, the Bleichroeder Board did consider certain potentially material negative factors in arriving at that conclusion.
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These factors are discussed in greater detail in the sections entitled “ The Business Combination Proposal — The Special Committee’s and Bleichroeder Board’s Reasons for Approval of the Business Combination ”, “Risk Factors — Risk Related to Pasqal’s Business and Industry ”, “ Risk Factors — Risks Related to Ownership of New Pasqal’s Stock following the Business Combination ” and “ Risk Factors — Risks Related to Bleichroeder and the Business Combination .” You should also consider that certain of Bleichroeder’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the sections entitled “ The Business Combination Proposal — Interests of Bleichroeder’s Directors and Executive Officers in the Business Combination ” and “ Risk Factors — Risks Relating to Bleichroeder and the Business Combination — Our Sponsor, certain members of our board of directors and our officers have interests in the Business Combination that may conflict with those of other shareholders in recommending that shareholders vote in favor of approval of the Business Combination and the other proposals described in this proxy statement / prospectus .”
Q: What will Legacy Pasqal shareholders receive in return for the Merger of Legacy Pasqal with Bleichroeder Surviving Corporation?
A: As part of the consummation of the Merger:
• each issued and outstanding (i) “Class Seed” Ordinary Share, par value €0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value €0.10 per share, of Legacy Pasqal, (iii) “Class A” ordinary share, €0.10 per share, of Legacy Pasqal, (iv) “Class B” ordinary share, €0.10 per share, of Legacy Pasqal, and (v) “Class C” ordinary share, €0.10 per share, of Legacy Pasqal, will be exchanged for New Pasqal Ordinary Shares using the Exchange Ratio of 24.01 and
• each Rollover BSPCEs will be assumed by New Pasqal, and will grant the right to subscribe for New Pasqal Ordinary Shares, with the number of shares adjusted, as applicable to reflect the Exchange Ratio, on the same terms and conditions as were applicable to the Rollover BSPCEs as of immediately prior to the Merger Effective Time (including vesting, exercise period and expiration date), except as otherwise provided by the French Merger Agreement.
Q: Who is Legacy Pasqal?
A: Legacy Pasqal is at the forefront of developing neutral -atom quantum computing technology, focused on building scalable quantum processing units (“ QPUs ”) that deliver highly scalable computational capabilities, operate in standard data centers and provide consistent performance enabled by precise qubit control and improved coherence times in both analog and digital modes. Founded in 2019, Pasqal seeks a leading role in advancing the field of quantum computing and believes it has established itself as a major global player in the space.
Legacy Pasqal employs a modular approach to its neutral -atom processors, enabling the expansion of qubit arrays without compromising performance or fidelity. Legacy Pasqal’s technology supports the arrangement of large numbers of neutral atoms (over 1,000 trapped atoms already demonstrated) in both two- and three -dimensional configurations, paving the way for systems with tens of thousands of physical qubits and hundreds of logical qubits by the end of this decade (over 200 logical qubits anticipated by 2029). By continuously improving qubit coherence, accuracy of operations through gate fidelity, and error correction strategies, Legacy Pasqal seeks to ensure that its quantum systems remain reliable and accurate as they scale, overcoming key barriers to widespread quantum adoption.
Q: Will Bleichroeder obtain new financing in connection with the Business Combination?
A: The Business Combination is expected to be financed through a combination of (i) funds remaining in the Trust Account following the exercise of all public shareholders’ redemption rights, (ii) the proceeds of the March 2026 Financing, and (iii) funds raised from any other financing transactions agreed upon by Bleichroeder, Legacy Pasqal and Merger Sub, including the proceeds from any future securities purchase agreements to be entered into prior to the consummation of the Business Combination.
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In connection with the transactions contemplated by the Business Combination Agreement, Bleichroeder, Merger Sub and the Investors entered into the March 2026 SPA, dated as of March 4, 2026 and amended on May 23, 2026, pursuant to which the Investors have agreed, among other things, subject to certain conditions, to purchase, at Closing, $312.5 million aggregate principal amount of Senior Unsecured Convertible Bonds and Investment Warrants, for an aggregate purchase price of $250.0 million. The closing of the March 2026 Financing shall occur substantially concurrent with the Closing. Inflec
### EX-4.5 - FORM OF WARRANT AMENDMENT AGREEMENT.
EX-4.5
2
ea028286102ex4-5.htm
FORM OF WARRANT AMENDMENT AGREEMENT.
Exhibit 4.5
FORM OF WARRANT AMENDMENT AGREEMENT
THIS WARRANT AMENDMENT AGREEMENT
(this “ Agreement ”) is entered into as of [●], 2026, by and among Pasqal Holding SA, a société
anonyme formed under the laws of the Republic of France, as successor in interest to Bleichroeder Acquisition Corp. II, a Cayman Islands
exempted company (“ Parent ”), and Continental Stock Transfer & Trust Company, a New York limited purpose
trust company (“ Continental ”), as warrant agent. Capitalized terms used but not defined herein have the meanings
given to such terms in the Warrant Agreement (as defined below).
WHEREAS, Parent completed
its initial public offering of units on January 9, 2026 (the “ Offering ”), pursuant to which Parent issued an
aggregate of 25,000,000 units (each unit, a “ Parent Public Unit ”), each Parent Public Unit consisting of one
Class A ordinary share of Parent, par value $0.0001 per share (each, a “ Parent Class A Share ”), and one-third
of one redeemable warrant (each a “ Parent Public Warrant ”), with each whole Parent Public Warrant entitling
the holder thereof to purchase one Parent Class A Share at an initial exercise price of $11.50 per share, subject to adjustment;
WHEREAS, in connection with
the Offering, Parent issued an aggregate of 7,750,000 private warrants in private placement transactions to the Sponsor (as defined below)
and the underwriters of the Offering (collectively, the “ Parent Private Warrants ”), with each whole Parent Private
Warrant entitling the holder thereof to purchase one Parent Class A Share at an initial exercise price of $11.50 per share, on terms substantially
similar to the Parent Public Warrants;
WHEREAS, in order to finance
Parent’s transaction costs in connection with its initial business combination, Bleichroeder Sponsor 2 LLC (the “ Sponsor ”)
or certain of Parent’s officers and directors may, but are not obligated to, loan to Parent such funds as Parent may require (the
“ Working Capital Loans ”), of which up to $2,000,000 of such Working Capital Loans are convertible into warrants
to purchase Parent Class A Shares, at a price of $1.00 per warrant (the “ Working Capital Warrants ”, together
with Parent Public Warrants and Parent Private Warrants, the “ Parent Warrants ” ), identical to the Parent Private
Warrants;
WHEREAS, Parent and Continental
are parties to that certain Warrant Agreement, dated as of January 7, 2026 (as amended, including without limitation by this Agreement,
the “ Warrant Agreement ”), pursuant to which Continental agreed to act as Parent’s warrant agent with respect
to the issuance, registration, transfer, exchange, redemption and exercise of the Parent Warrants;
WHEREAS, Parent has entered
into an Agreement and Plan of Merger, dated as of February [●], 2026 (as it may be amended, supplemented, modified and/or restated
from time to time, the “ Business Combination Agreement ”), by and among Parent, Bleichroeder Acquisition 2 France,
a société anonyme formed under the laws of the Republic of France (“ Merger Sub ”), and Pasqal
Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (the “ Company ”);
WHEREAS, pursuant to the Business
Combination Agreement, and subject to the terms and conditions set forth thereof, among other things, (i) prior to the closing (the “ Closing ”)
of the transactions contemplated by the Business Combination Agreement, Parent will effect a merger of Parent with and into Merger Sub,
with Merger Sub continuing as the surviving entity (the “ Reincorporation Merger ,” and the surviving entity,
the “ Parent Surviving Corporation ”); (ii) upon the Closing, the Company will merge with and into the Parent
Surviving Corporation by way of a merger by absorption under the French Code de commerce in force on the date hereof (the “ Company
Merger ,” and together with the Reincorporation Merger, the “ Business Combination ”), with the Parent
Surviving Corporation continuing as the surviving corporation (the “ Surviving Corporation ”), and the separate
corporate existence of the Company ceasing as a result of the universal transfer of the Company’s assets and liabilities to the
Surviving Corporation; (iii) in connection with the Business Combination, the shareholders of the Company will receive ordinary shares,
par value $0.0001 per share, of the Parent Surviving Corporation (the “ Parent Surviving Corporation Shares ”)
as merger consideration in accordance with Article III of the Business Combination Agreement, and Parent’s outstanding equity securities
will be converted or assumed in the Reincorporation Merger as provided therein; and (iv) following the Closing, the Parent Surviving Corporation
Shares and Parent Surviving Corporation Warrants (as defined below) will be registered for resale under the U.S. Securities Exchange Act
of 1934, as amended, and listed for trading in accordance with applicable law;
WHEREAS, pursuant to Section
2.1 and Section 2.2 of the Business Combination Agreement and Section 4.4 of the Warrant Agreement, upon the effectiveness and by virtue
of the Reincorporation Merger (the “ Reincorporation Merger Effective Time ”), each Parent Warrant issued and
outstanding immediately prior to the Reincorporation Merger Effective Time will be converted into a warrant to purchase Parent Surviving
Corporation Shares (collectively, the “ Parent Surviving Corporation Warrants ”) in accordance with the terms
of the Warrant Agreement (as amended by this Agreement);
WHEREAS, the Board of Directors
of Parent has determined that the consummation of the Business Combination constitutes a business combination contemplated under the Warrant
Agreement; and
WHEREAS, Section 9.8 of the
Warrant Agreement provides that Parent and the Warrant Agent may amend the Warrant Agreement without the consent of any Registered Holders
in the case of any merger or consolidation of the Company with or into another entity pursuant to Section 4.4 of the Warrant Agreement;
and
NOW, THEREFORE, in consideration
of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Replacement Instruments . As of the Reincorporation Merger Effective Time, all outstanding instruments
evidencing Parent Warrants shall automatically be deemed to evidence Parent Surviving Corporation Warrants reflecting the adjustment to
the terms and conditions described herein and in Section 4.4 of the Warrant Agreement. Following the Reincorporation Merger Effective
Time, upon request by any holder of a Parent Surviving Corporation Warrant, the Parent Surviving Corporation shall issue a new certificate
for such Parent Surviving Corporation Warrant to the holder thereof. |
| 2. | Amendments to Warrant Agreement . To the extent required by this Agreement, the Warrant Agreement
is hereby amended pursuant to Section 9.8 thereof to reflect the subject matter contained in this Agreement, effective as of the Reincorporation
Merger Effective Time, including as set forth below: |
| (a) | Unless the context otherwise requires, from and after the Reincorporation Merger Effective Time, any references
in the Warrant Agreement or the Warrants to: (i) the “Company” shall mean Parent Surviving Corporation; (ii) “Class
A Shares,” or “shares” shall mean the Parent Surviving Corporation Shares; (iii); (v) the “Board of Directors”
or any committee thereof shall mean the board of directors of Parent Surviving Corporation or any committee thereof; and (vi) the “Charter”
shall mean the Organizational Documents of Parent Surviving Corporation, as amended; |
| (b) | The second Recital of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“WHEREAS , the Company entered
into that certain Sponsor Private Placement Warrants Purchase Agreement with Bleichroeder Sponsor 2 LLC, a Delaware limited liability
company (the “ Sponsor ”), pursuant to which the Sponsor agreed to purchase an aggregate of 5,000,000 private
placement warrants (including if the underwriters’ over-allotment option is exercised in full) simultaneously with the closing of
the Offering (the “ Sponsor Private Placement Warrants ”) at a purchase price of $1.00 per Private Placement Warrant,
and in connection therewith, the issuance of 5,000,000 warrants (including if the Over-allotment Option is exercised in full), each bearing
the legend set forth in Exhibit A hereto. In connection with the Offering, the Sponsor also purchased an aggregate of 9,583,333 of the
Company’s Class B ordinary shares, $0.0001 par value per share (the “ Class B Ordinary Shares ”)”
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| (c) | Section 2.4 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (d) | Section 2.5 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (e) | Section 2.6.5 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (f) | Section 2.6.8 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (g) | Section 2.6.10 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted].”
| (h) | Section 3.2 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
| (i) | A Warrant may be exercised only during the period (the “Exercise Period”) (A) commencing [
], and terminating on the earliest to occur of: (x) 5:00 p.m., New York City time on [ ] (y) the liquidation of the Company, and (z) with
respect to a redemption pursuant to Section 6.1 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided
in Section 6.2 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement
or a valid exemption therefrom being available. Each outstanding Warrant not exercised on or before the Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration
Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company
shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided
further that any such extension shall be identical in duration among all the Warrants. |
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| (j) | Section 4.3.2 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (k) | Section 4.9 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (l) | Section 5.3 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely
as follows: |
5.3 Fractional Warrants . The
Company shall not issue fractional Warrants.
| (m) | Section 5.6 of the Warrant Agreement is hereby deleted in its entirety and replaced with the following: |
“[Intentionally Omitted]”.
| (n) | Section 7.3 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely
as follows: |
7.3. Authority to Issue Shares .
The Company shall at all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient
to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.
| (o) | Section 9.2 of the Warrant Agreement is hereby amended by deleting such Section and replacing it entirely
as follows: |
9.2. Notices . Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier
service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the
Company with the Warrant Agent), as follows:
c/o
Pasqal Holding SA
24 Av. Emile Baudot
91120 Palaiseau France
Attn: [__]
Email: [__]
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Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery, by pdf via email, or if sent by certified mail or private courier service within
five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent
with the Company), as follows:
Continental Stock Transfer & Trust
Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
with a copy in each case (which shall
not constitute notice) to:
Reed Smith LLP
2850 N. Harwood Street, Suite 1500
Dallas, TX 75201
Attn: Lynwood E. Reinhardt; Jocelyne E.
Kelly
Email: lreinhardt@reedsmith.com; jocelyne.kelly@reedsmith.com
| 3. | Reference to and Effect on Agreements . Any references to “this Agreement” in the Warrant
Agreement will mean the Warrant Agreement as amended by this Agreement. Except as specifically amended by this Agreement, the provisions
of the Warrant Agreement shall remain in full force and effect. |
| 4. | Entire Agreement. This Agreement and the Warrant Agreement, as modified by this Agreement, constitute
the entire understanding of the parties and supersede all prior agreements, understandings, arrangements, promises and commitments, whether
written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements,
promises and commitments are hereby canceled and terminated. |
| 5. | Applicable Law . The validity, interpretation, and performance of this Agreement shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. |
| 6. | Counterparts . This Agreement may be executed in any number of original or facsimile counterparts
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. Execution and delivery of this Agreement by electronic mail or exchange of facsimile of .pdf copies bearing
the facsimile signature of a party hereto shall constitute a valid and binding execution and delivery of this Agreement by such party. |
| 7. | Successors . All the covenants and provisions of this Agreement shall bind and inure to the benefit
of each party’s respective successors and assigns. |
| 8. | Effectiveness of Agreement . Each of the parties hereto acknowledges and agrees that the effectiveness
of this Agreement shall be contingent upon the occurrence of the Business Combination and the Closing. |
[Signature Page Follows]
- 5 -
IN WITNESS WHEREOF ,
each party hereto has signed or has caused to be signed by its officer thereunto duly authorized this Warrant Amendment Agreement as of
the date first above written.
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PARENT |
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BLEICHROEDER ACQUISITION CORP. II |
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By: |
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Name: |
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Title: |
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WARRANT AGENT |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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By: |
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Name: |
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Title: |
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[Signature Page to Warrant Amendment Agreement]
### EX-4.6 - TERMS AND CONDITIONS OF THE SENIOR UNSECURED CONVERTIBLE BONDS
EX-4.6
3
ea028286102ex4-6.htm
TERMS AND CONDITIONS OF THE SENIOR UNSECURED CONVERTIBLE BONDS
Exhibit 4.6
NEITHER THIS SECURITY NOR THE SECURITIES FOR
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND CONDITIONS OF THE
SENIOR UNSECURED CONVERTIBLE BONDS
The shareholders of [Pasqal Holding SA] (the “ Company ”),
on [●], on the basis of the relevant reports issued by the statutory auditors and the board of directors of the Company (the “ Board ”),
issued, [●] senior unsecured bonds convertible into shares of the Company ( obligations convertibles en actions ordinaires )
(the “ Convertible Bonds ”), each at a nominal value of [EUR 0.01], representing a maximum loan amount of USD [●].
The purpose of this document (hereinafter the
“ Terms and Conditions ”) is to define the terms and conditions of the Convertible Bonds and the related obligations
of the Company and the Bondholders.
ARTICLE
1. DEFINITIONS
For the purposes hereof, capitalized
terms shall have the following meanings, unless they are otherwise specifically defined, and definitions used in the Terms and Conditions
shall apply equally to both the singular and plural forms of the terms defined:
“Accrued Value” |
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means, as of any date, with respect to each Convertible Bond as of the determination date, the sum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, of (i) the principal amount of such Convertible Bond, plus (ii) the aggregate amount of any accrued and unpaid Interest or coupons on such Convertible Bond as of such date; |
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“Affiliate” |
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means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person; |
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“Alternative Consideration” |
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has the meaning ascribed to such term in Section 7.6.1; |
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“Attribution Parties” |
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has the meaning ascribed to such term in Section 5.9; |
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“Available Proceeds” |
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means the consideration received by the Company in a Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, or any other expenses associated with the Deemed Liquidation Event or the dissolution of the Company, in each case as determined in good faith by the Board), together with any other assets of the Company available for distribution to its shareholders, all to the extent permitted by French Code de commerce governing distributions to shareholders; |
“Beneficial Ownership Limitation” |
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has the meaning ascribed to such term in Section 5.9; |
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“Business Day” |
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means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York, New York are authorized or required by law to remain closed; |
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“Board” |
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has the meaning ascribed to such term in the recitals; |
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“Bondholder Redemption Date” |
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has the meaning ascribed to such term in Section 6.1; |
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“Bondholder Redemption Notice” |
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has the meaning ascribed to such term in Section 6.1; |
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“Bondholder Redemption Price” |
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has the meaning ascribed to such term in Section 6.1; |
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“Bondholder Redemption Right” |
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has the meaning ascribed to such term in Section 6.1; |
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“ Bondholders ” |
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means the holders of Convertible Bonds; |
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“ Bondholder Majority ” |
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means the Bondholders holding the majority (at least fifty and one-hundredth percent (50.01%)) of the outstanding aggregate principal amount of the Convertible Bonds; |
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“Bondholders’ Representative” |
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has the meaning ascribed to such term in Section 8.2; |
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“Business Combination Agreement” |
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means that certain Agreement and Plan of Merger, dated February 28, 2026, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company, Bleichroeder Acquisition 2 France, a a société par actions simplifiée formed under the laws of the Republic of France, and the Company |
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“Buy-In” |
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has the meaning ascribed to such term in Section 5.5.1; |
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“Call Date” |
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has the meaning ascribed to such term in Section 6.2; |
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“Call Price” |
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has the meaning ascribed to such term in Section 6.2; |
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“Call Notice” |
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has the meaning ascribed to such term in Section 6.2; |
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“Cash Settlement from Distributable Amounts” |
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has the meaning ascribed to such term in Section 6.1; |
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“Cash Settlement from New Equity Issuance” |
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has the meaning ascribed to such term in Section 6.1; |
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“ Commission ” |
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means the United States Securities and Exchange Commission; |
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“Company” |
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has the meaning ascribed to such term in the recitals; |
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“Conversion Date” |
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has the meaning ascribed to such term in Section 5.1.1; |
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“ Conversion Price ” |
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means USD$12.00, subject to adjustment herein; |
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“Conversion Shares” |
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means, collectively, the Ordinary Shares issuable upon conversion of the Convertible Bonds in accordance with the terms hereof; |
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“Convertible Bonds” |
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means the senior unsecured bonds convertible into Ordinary Shares of the Company ( obligations convertibles en actions ordinaires ) issued for an amount of [●] on the date hereof to the benefit of the Investors; |
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“Convertible Securities” |
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means any shares or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for, or which otherwise entitles the Bondholder thereof to acquire, any Ordinary Shares; |
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“Deemed Liquidation Event” |
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means (i) a merger or consolidation in which the Company or a Subsidiary of the Company is a constituent party and the Company issues shares pursuant to such merger or consolidation or (ii) (a) a sale, in a single transaction or series of related transactions, by the Company of all or substantially all the assets of the Company and its Subsidiaries taken as a whole, or (b) a sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more Subsidiaries of the Company if substantially all of the assets of the Company and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale is to a wholly owned Subsidiary of the Company or directly or indirectly controlled (controlled as defined under article L. 233-3 I. of the French Commercial Code), will be treated as a liquidation event. |
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A Deemed Liquidation Event shall not include any merger or consolidation involving the issuer in which the shares of capital stock of the issuer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned Subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; |
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“Dilutive Issuance” |
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has the meaning ascribed to such term in Section 7.3.1; |
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“Distribution” |
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has the meaning ascribed to such term in Section 7.5; |
3
“Exempt Issuance” |
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means the issuance of (a)
any securities of the Company to employees, officers or directors, consultants, contractors, vendors or other agents of the Company
pursuant to any share or option plan duly adopted for such purpose, by the Board, (b) securities upon the exercise or exchange of
or conversion of any securities issued pursuant to the Purchase Agreements or the Business Combination Agreement and/or other securities
exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date hereof, provided that such
securities have not been amended since the date hereof to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities (other than in connection with stock splits or combinations and automatic adjustments
to such terms pursuant to anti-dilution or similar provisions of such securities which are not more favorable to the Bondholder thereof
than the anti-dilution and similar provisions set forth herein) or to extend the term of such securities, (c) the Conversion Shares,
(d) securities issued pursuant to any merger, acquisition or strategic transaction or partnership approved by a majority of the directors
of the Company, provided that (i) such securities are issued as “restricted securities” (as defined
in Rule 144) or are issued pursuant to an effective registration statement pursuant to the Securities Act and (ii) any such issuance
shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company
or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits
in addition to the investment of funds and (e) any securities issued by the corporation pursuant to any legal settlement or similar
arrangement agreed or entered into by the Company, provided that, in the aggregate, not more than [●] 1 Shares
are issued or deemed issued or issuable upon conversion, settlement, exercise or exchange of any such securities that are Options
or Convertible Securities, but any such Exempt Issuance shall not include a transaction in which the Company is issuing
securities (i) primarily for the purpose of raising capital, including an at-the-market offering, or (ii) to an entity whose primary
business is investing in securities; |
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“Exchange Act” |
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means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder; |
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“Floor Price” |
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means the lesser of (i) USD$7.80 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Purchase Agreement) and (ii) the Conversion Price then in effect; |
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“Fundamental Transaction” |
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has the meaning ascribed to such term in Section 7.6.1; |
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“Inflection Point” |
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means Inflection Point Fund I, LP; |
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“Investors” |
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means Inflection Point and [●]; |
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“Interest” |
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has the meaning ascribed to such term in Section 3.2; |
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“Interest on Arrears” |
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has the meaning ascribed to such term in Section 3.2 |
1 | NTD:
To be equal to $1,000,000 divided by the redemption price. |
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“Interest Period” |
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has the meaning ascribed to such term in Section 3.2; |
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“ Issuance Date ” |
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means the date of issuance of the Convertible Bonds (i.e., the date(s) of the decision(s) of the shareholders of the Company, relating to the issuance of the Convertible Bonds); |
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“ Joining Bondholder ” |
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means any investor subscribing to the Convertible Bonds, who adhered to those terms and conditions; |
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“Junior Securities” |
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has the meaning ascribed to such term in Section 3.4.2; |
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“ Masse ” |
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has the meaning ascribed to such term in Section 8.1; |
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“ Nominal Value ” |
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means the nominal value of each Convertible Bond, i.e., [EUR 0.01]; |
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“New Issuance Price” |
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has the meaning ascribed to such term in Section 7.3.1; |
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“Notice of Conversion” |
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has the meaning ascribed to such term in Section 5.1.1; |
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“Options” |
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means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities; |
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“Option Value” |
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means the value of an Option based on the Black-Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of the issuance of the applicable Option, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the highest weighted average price of the Ordinary Shares during the period beginning on the Trading Day prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of such issuance, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor, provided , however , in case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one integrated transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities) equal to (1) the number of Ordinary Shares underlying such Option divided by (2) the total number of Ordinary Shares issued or issuable in the integrated transaction (including the number of Shares underlying such Option); |
5
“Optional Conversion Notice” |
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has the meaning ascribed to such term in Section 5.9; |
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“Ordinary Share(s)” |
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means the ordinary shares ( actions ordinaires ) issued or to be issued by the Company; |
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“Parties” |
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Means the Company and the Bondholders; |
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“Person” |
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means an individual or corporation, company, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind; |
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“Purchase Agreement” |
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means the Securities Purchase Agreement dated [ ], 2026 between Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company, Bleichroeder Acquisition 2 France, a société par actions simplifiée formed under the laws of the Republic of France, on behalf of the Company, and the purchasers identified on the signature pages thereto, as amended, modified or supplemented from time to time in accordance with its terms; |
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“Purchase Rights” |
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has the meaning ascribed to such term in Section 7.4; |
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“Registration Rights Agreement” |
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means the Registration Rights Agreement, dated as of the date hereof, among the Company, the original Bondholders and certain other securityholders of the Company; |
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“Registration Statement” |
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means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Underlying Shares by the Bondholder as provided for in the Registration Rights Agreement; |
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“Rule 144” |
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means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule; |
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“ Securities Act ” |
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means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; |
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“Settlement Election Notice” |
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has the meaning ascribed to such term in Section 6.1; |
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“Share Settlement” |
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has the meaning ascribed to such term in Section 6.1; |
6
“Share Settlement Price” |
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has the meaning ascribed to such term in Section 6.1; |
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“ Shares ” |
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means the shares ( actions ) issued by the Company irrespective of their class or category; |
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“Shareholders’ Decisions” |
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means the decisions of the shareholders of the Company issuing the Convertible Bonds; |
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“Share Delivery Date” |
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has the meaning ascribed to such term in Section 5.2.1; |
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“Share Equivalents” |
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means any securities of the Company that would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive or subscribe, Ordinary Shares; |
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“Standard Settlement Period” |
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has the meaning ascribed to such term in Section 5.2.1; |
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“Subsidiary” |
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means any subsidiary of the Company as of the date hereof; |
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“Successor Entity” |
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has the meaning ascribed to such term in Section 7.6.3; |
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“Tax Deduction” |
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has the meaning ascribed to such term in Section 3.2; |
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“Terms and Conditions” |
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has the meaning ascribed to such term in the recitals; |
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“Total Subscription Price” |
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has the meaning ascribed to such term in Section 2.1.1; |
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“ Trading Day ” |
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means a day on which the principal Trading Market is open for business; |
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“ Trading Market ” |
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means any of the following markets or exchanges on which the Ordinary Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange (or any successors to any of the foregoing); |
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“ Transfer Agent ” |
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means Continental Stock Transfer & Trust Company and any successor transfer agent of the Company; |
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“ Underlying Shares ” |
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means the Conversion Shares and the Warrant Shares; |
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“Valuation Event” |
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has the meaning ascribed to such term in Section 7.3.1.3.2; |
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“ VWAP ” |
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means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price of the Ordinary Shares for the 20 Trading Days preceding such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Ordinary Shares for the 20 Trading Days preceding such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid price and the lowest closing ask price of the Ordinary Shares for the 20 Trading Days preceding such date, or (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Bondholder Majority in interest of the Convertible Bonds then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company; |
7
“VWAP Calculation Period” |
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has the meaning ascribed to such term in Section 7.2; |
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“ VWAP Reset ” |
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means the one-time downward adjustment of the Conversion Price equal to the VWAP of the 20-trading day period commencing six (6) months after the Issuance Date, subject to a price floor of USD$7.80 per share (the “ VWAP Floor Price ”); |
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“VWAP Reset Date” |
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has the meaning ascribed to such term in Section 7.2; |
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“Warrants” |
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has the meaning ascribed to such term in Section 9; |
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“Warrant Shares” |
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means the Ordinary Shares issuable upon exercise of the Warrants. |
ARTICLE
2. SUBSCRIPTION OF THE CONVERTIBLE BONDS
2.1. | Number and subscription price of the Convertible Bonds |
2.1.1. | Pursuant to the Shareholders’ Decisions, [●] Convertible Bonds each at a nominal value of
[EUR 0.01], were issued on [●], in consideration for the receipt by the Company of the subscription price for such Convertible Bonds,
representing a total amount of [●] euros (the “ Total Subscription Price ”). |
2.2. | Compliance with U.S. Securities Laws |
2.2.1. | The Bondholder, by the acceptance hereof, represents and warrants that it is acquiring this Convertible
Bond and, upon any conversion hereof, will subscribe the Ordinary Shares issuable upon such exercise, for its own account and not with
a view to or for distributing or reselling such Ordinary Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, except pursuant to sales registered or exempted under the Securities Act. |
2.2.2. | This Convertible Bond does not entitle the Bondholder to any voting rights or other rights as a shareholder
of the Company prior to the conversion hereof as set forth in Section 5, except as otherwise expressly set forth herein. |
2.2.3. | The Bondholder acknowledges that the Ordinary Shares acquired upon the conversion of this Convertible
Bond, if not registered, will have restrictions upon resale imposed by state and federal securities laws. |
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ARTICLE
3. CHARACTERISTICS OF THE CONVERTIBLE BONDS
3.1. | Form and delivery of the Convertible Bonds |
The Convertible Bonds shall be in
registered form ( forme nominative ) (but shall not be, for the avoidance of doubt, registered with the Commission). Title thereto
shall be evidenced by book entries in the name of its holders in the securities transfer register and securities’ individual accounts
(registre des mouvements de titres et comptes individuels de titulaires d’obligations convertibles) of the Company in accordance
with article L. 211-3 and seq. of the French Code monétaire et financier .
3.2. | Interest rate |
Each Convertible Bond shall bear interest
(the “ Interest ”) from the relevant Issuance Date (excluded) and until such Convertible Bond’s conversion or redemption
pursuant to Article 5 or Article 6, payable in cash on a semi-annual basis at a rate equal to 10%; provided, however, that 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%
payable and compounded annually from the last payment date on which a payment in cash has been made (defined as any period of 365 consecutive
days elapsed).
Each interest period for a Convertible
Bond (an “ Interest Period ”) shall start on the relevant Issuance Date or on the last day of its preceding Interest
Period. Each Interest Period shall have a duration of 6 months in case of cash payment or one year in case of PIK or any other period
agreed between the Bondholder Majority and the Company.
The Interest shall be calculated pro
rata temporis (on the basis of a 365-day year or 6 months in case of cash payment). If calculated over a period of less than a year,
the Interest shall be calculated on the basis of the number of days elapsed during the interest period concerned divided by 365. The amount
of Interest due for each Bondholder shall be calculated by reference to the amount of the total outstanding number of Convertible Bonds
held by the relevant Bondholder on the date of calculation of Interest, the amount of such payment being rounded to the nearest second
decimal.
The amount of Interest accrued shall
become immediately due and payable by the Company on the date of repayment of the principal amount of the Convertible Bonds, in the same
form as the principal amount.
The payment of the Interest shall
be carried out without any deduction or withholding for or on account of tax (a “ Tax Deduction ”) unless such Tax Deduction
is required by law. If a Tax Deduction is required to be made by law, the amount of the payment due shall be increased to an amount which
(after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required;
provided, however, that such additional amounts shall not be paid (1) if such Tax Deduction is imposed because: (A) the recipient is either
domiciled, incorporated, established or acting through a non-cooperative jurisdiction within the meaning of Article 238-0 A of the French
Code général des impôts , as the list of such jurisdictions may be amended from time to time; or (B) such payment
is made to an account opened in the name of or for the benefit of the recipient in a financial institution established in a non-cooperative
jurisdiction within the meaning of Article 238-0 A of the French Code général des impôts , as such list may
be amended from time to time, or (2) to the extent that such Tax Deduction is imposed due to the failure of the relevant recipient to
comply with any certification, identification or other reporting requirement, if such compliance is required under applicable law as a
precondition to relief or exemption from such Tax Deduction. If, following the payment of additional amounts under this paragraph, any
Bondholder subsequently recovers all or part of such Tax Deduction (whether through a tax credit right, a repayment of tax or otherwise),
such Bondholder shall pay to the Company an amount which will leave the Company (after that payment) in the same after-tax position as
the Company would have been in had the Tax Deduction not been required to be made, as soon as reasonably practicable after such recovery
has been made.
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3.3. | Rank; Liquidation Preference |
3.3.1. | The Convertible Bonds shall constitute direct, general, unconditional obligations of the Company, and
shall rank junior and subordinated to other unsecured and unsubordinated obligations of the Company. Cash redemptions made by the Company
pursuant to the provisions hereof shall rank equally among themselves and junior and subordinated to all other unsecured, unsubordinated
indebtedness, whether present or, subject to the terms and conditions hereof, future, of the Company. |
3.3.2. | The Convertible Bonds shall rank senior to all of the Ordinary Shares and any other class or series of
capital stock of the Company currently existing or hereafter authorized, classified or reclassified by the Company (collectively, “ Junior
Securities ”), in each case, as to rights to receive dividends or to participate in distributions of assets or payments upon
liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. |
3.3.3. | In the event of any voluntary liquidation, dissolution or winding up of the Company, the Bondholders of
Convertible Bonds then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its shareholders,
and in the event of a Deemed Liquidation Event, the Bondholders of the Convertible Bonds then outstanding shall be entitled to be paid
out of the consideration payable to shareholders in such Deemed Liquidation Event or out of the Available Proceeds, as applicable, before
any payment shall be made to the holders of Junior Securities by reason of their ownership thereof, an amount per Convertible Bond equal
to the greater of (i) 100% of the Accrued Value or (ii) such amount as would have been payable had such Convertible Bond been converted
into Ordinary Shares pursuant to Section 5 immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation
Event based on the then effective rate of conversion and without giving effect to the Beneficial Ownership Limitation or any other limitations
on conversion set forth herein. If upon any such voluntary liquidation, dissolution or winding up of the Company or Deemed Liquidation
Event, the assets of the Company available for distribution to its shareholders shall be insufficient to pay the Bondholders of the Convertible
Bonds the full amount to which they shall be entitled under this Section 3.3.3, the Bondholders of the Convertible Bonds shall share
ratably in any distribution of the assets available for distribution in proportion to the respective amounts that would otherwise be payable
in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such Convertible Bonds were
paid in full. |
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3.3.4. | In the event of any voluntary liquidation, dissolution or winding up of the Company, after the payment
in full of all amounts required to be paid to the Bondholders of the Convertible Bonds pursuant to Section 3.3.3, the remaining assets
of the Company available for distribution to its Junior Securities or, in the case of a Deemed Liquidation Event, the consideration not
payable to the Bondholders of the Convertible Bonds pursuant to Section 3.3.3 or the remaining Available Proceeds, as the case
may be, shall be distributed among the Bondholders and the holders of Ordinary Shares, pro rata based on the number of Shares held by
each such holder, including all Ordinary Shares converted and all Ordinary Shares issuable upon conversion pursuant to the terms of this
Convertible Bond immediately prior to such liquidation, dissolution or winding up of the Company. |
3.4. | Transfer and assignment |
Notwithstanding any provision to the
contrary in this Agreement, no Holder may assign, transfer, pledge or otherwise dispose of, directly or indirectly, all or any portion
of the Convertible Bonds to any Person, without the prior written consent of the Company, which consent shall not be unreasonably withheld.
For the avoidance of doubt, the Convertible Bonds may only be assigned, transferred, pledged or otherwise disposed of in compliance with
US state and federal securities laws. In connection with any transfer of this Convertible Bond or the Conversion Shares other than pursuant
to an effective registration statement or to the Issuer, the Issuer may require the transferor to provide to the Issuer an opinion of
counsel selected by the transferor and reasonably acceptable to the Issuer, the form and substance of which opinion shall be reasonably
satisfactory to the Issuer, to the effect that such transfer does not require registration of this Convertible Bond or the Conversion
Shares under the Securities Act. Any transferee of Convertible Bonds shall be bound by and will benefit from any and all rights attached
to the Convertible Bonds.
ARTICLE
4. TERM
The Convertible Bonds are issued for a period
starting on the relevant Issuance Date and ending on the relevant date of conversion or redemption pursuant to Article 5 or Article 6.
ARTICLE
5. OPTIONAL CONVERSION
5.1. | Optional conversion |
5.1.1. | The Convertible Bonds shall be convertible, at any time and from time to time from and after the Issuance
Date at the option of the Bondholder thereof, into that number of whole Ordinary Shares (subject to the limitations set forth in this
Section 5) determined by dividing the Accrued Value of such Convertible Bond by the Conversion Price then in effect. Bondholders shall
effect conversions by providing the Company with the form of conversion notice attached hereto as Annex A (a “ Notice of
Conversion ”), unless the Company directs Bondholders that the Notice of Conversion shall be delivered to the Company’s
transfer agent. Each Notice of Conversion shall specify the aggregate amount of Convertible Bonds to be converted, the aggregate amount
of Convertible Bonds owned prior to the conversion at issue, the aggregate amount of Convertible Bonds owned subsequent to the conversion
at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Bondholder delivers
by e-mail attachment or by a nationally recognized overnight courier service such Notice of Conversion to the Company (such date, the
“ Conversion Date ”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the
date that such Notice of Conversion to the Company is deemed delivered hereunder. The calculations and entries set forth in the Notice
of Conversion shall control in the absence of manifest or mathematical error. To effect conversions of Convertible Bonds, a Bondholder
shall not be required to surrender the certificate(s) representing the Convertible Bonds to the Company unless all of the Convertible
Bond represented thereby are so converted, in which case such Bondholder shall deliver the certificate representing such Convertible Bonds
promptly following the Conversion Date at issue. Convertible Bonds converted into Ordinary Shares or redeemed in accordance with the terms
hereof shall be cancelled and shall not be reissued, and all rights (other than the right to receive the Conversion Shares) with respect
to such shares will terminate. The Company’s Bondholder ledger and transfer book shall serve as the exclusive record of the Convertible
Bonds. |
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5.2. | Delivery of Conversion Shares Upon Conversion |
5.2.1. | Not later than the number of Trading Days comprising the Standard Settlement Period (as defined below)
after each Conversion Date (the “ Share Delivery Date ”), the Company shall deliver, or cause to be delivered, to the
converting Bondholder (A) the number of Conversion Shares being acquired upon the conversion of the Convertible Bonds, which on or after
the earlier of (i) the one year anniversary of the Issuance Date or (ii) the Effective Date, shall be free of restrictive legends and
trading restrictions (other than those which may then be required by any Purchase Agreement or any other applicable lock-up agreement
or similar agreement) and (B) cash in an amount equal to any accrued and unpaid dividends, if any. On or after the earlier of (i) the
one-year anniversary of the Issuance Date or (ii) the Effective Date, the Company shall deliver the Conversion Shares required to be delivered
by the Company under this Section 5 electronically through the Depository Trust Company or another established clearing corporation performing
similar functions. As used herein, “ Standard Settlement Period ” means the standard settlement period, expressed in
a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of
delivery of the Notice of Conversion. Notwithstanding the foregoing, with respect to any Notice(s) of Conversion delivered at or prior
to 12:00 p.m. (New York City time) on the Issuance Date, the Company agrees to deliver the Conversion Shares subject to such notice(s)
by 4:00 p.m. (New York City time) on the Issuance Date. |
5.2.2. | Notwithstanding the foregoing, a conversion of Convertible Bonds into Conversion Shares, pursuant to Article
5 shall only become effective upon delivery by the Bondholder to the Company of a duly signed subscription bulletin ( bulletin de souscription)
in the form attached hereto as Annex B (which must be delivered no later than the Share Delivery Date). |
5.3. | Failure to Deliver Conversion Shares |
5.3.1. | If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to or as reasonably
directed by the applicable Bondholder by the Share Delivery Date, the Bondholder shall be entitled to elect by written notice to the Company
at any time on or before its receipt of such Conversion Shares, to rescind such conversion, in which event the Company shall promptly
return to the Bondholder any original Convertible Bonds certificate delivered to the Company and the Bondholder shall promptly return
to the Company the Conversion Shares issued to such Bondholder pursuant to the rescinded Notice of Conversion. |
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5.4. | Obligation Absolute; Partial Liquidated Damages |
5.4.1. | The Company’s obligation to issue and deliver the Conversion Shares upon conversion of the Convertible
Bonds in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Bondholder to enforce
the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to
enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Bondholder
or any other Person of any obligation to the Company or any violation or alleged violation of law by such Bondholder or any other person,
and irrespective of any other circumstance which might otherwise limit such obligation of the Company to such Bondholder in connection
with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver by the Company of any
such action that the Company may have against such Bondholder. In the event a Bondholder shall elect to convert any or all of the Accrued
Value of its Convertible Bonds, the Company may not refuse conversion based on any claim that such Bondholder or anyone associated or
affiliated with such Bondholder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from
a court, on notice to Bondholder, restraining and/or enjoining conversion of all or part of the Convertible Bonds of such Bondholder shall
have been sought and obtained, and the Company posts a surety bond for the benefit of such Bondholder in the amount of 150% of the Accrued
Value of Convertible Bonds which is subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation
of the underlying dispute and the proceeds of which shall be payable to such Bondholder to the extent it obtains judgment. In the absence
of such injunction, the Company shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion. If the Company
fails to deliver to a Bondholder such Conversion Shares pursuant to Section 5 by the 10th Trading Day after the Share Delivery Date applicable
to such conversion, the Company shall pay to such Bondholder, in cash, as liquidated damages and not as a penalty, for each USD$5,000
of Accrued Value of Convertible Bonds being converted, USD$25 per Trading Day (increasing to USD$50 per Trading Day on the third Trading
Day and increasing to USD$100 per Trading Day on the sixth Trading Day after such damages begin to accrue) for each Trading Day after
the 10th Trading Day after the Share Delivery Date until such Conversion Shares are delivered or Bondholder rescinds such conversion.
Nothing herein shall limit a Bondholder’s right to pursue actual damages for the Company’s failure to deliver Conversion Shares
within the period specified herein and such Bondholder shall have the right to pursue all remedies available to it hereunder, at law or
in equity, including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall
not prohibit a Bondholder from seeking to enforce damages pursuant to any other Section hereof or under applicable law. |
5.5. | Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion |
5.5.1. | In addition to any other rights available to the Bondholder, if the Company fails for any reason unrelated
to the actions of the Bondholder or its Affiliates to deliver to a Bondholder the applicable Conversion Shares by the Share Delivery Date
pursuant to Section 5, and if after such Share Delivery Date such Bondholder is required by its brokerage firm to purchase (in an open
market transaction or otherwise), or the Bondholder’s brokerage firm otherwise purchases, Shares to deliver in satisfaction of a
sale by such Bondholder of the Conversion Shares which such Bondholder was entitled to receive upon the conversion relating to such Share
Delivery Date (a “ Buy-In ”), then the Company shall (A) pay in cash to such Bondholder (in addition to any other remedies
available to or elected by such Bondholder) the amount, if any, by which (x) such Bondholder’s total purchase price (including any
brokerage commissions) for the Shares so purchased exceeds (y) the product of (1) the aggregate number of Shares that such Bondholder
was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which the sell order giving rise to such
purchase obligation was executed (excluding any brokerage commissions) and (B) at the option of such Bondholder, either reissue (if surrendered)
the Convertible Bonds equal to the aggregate value of the Convertible Bonds submitted for conversion (in which case, such conversion shall
be deemed rescinded) or deliver to such Bondholder the number of Shares that would have been issued if the Company had timely complied
with its delivery requirements under Section 5. For example, if a Bondholder purchases Shares having a total purchase price of USD$11,000
to cover a Buy-In with respect to an attempted conversion of Convertible Bonds with respect to which the actual sale price of the Conversion
Shares (including any applicable brokerage commissions) giving rise to such purchase obligation was a total of USD$10,000, under clause
(A) of the immediately preceding sentence, the Company shall be required to pay such Bondholder USD$1,000. The Bondholder shall provide
the Company written notice indicating the amounts payable to such Bondholder in respect of the Buy-In and, upon the request of the Company,
evidence of the amount of such loss. If a Bondholder purchases Ordinary Shares having a total purchase price of USD$9,000 to cover a Buy-In
with respect to an attempted conversion of Convertible Bonds with respect to which the actual sale price of the Conversion Shares (including
any applicable brokerage commissions) giving rise to such purchase obligation was a total of USD$10,000, under clause (A) of the preceding
sentence, the Company shall not be required to pay Bondholder any amount. For the avoidance of doubt, in the event of a Buy-In, the Bondholder
shall use commercially reasonable efforts to purchase Shares at the lowest available price, paying the lowest reasonably available brokerage
commission. The Bondholder shall provide the Company written notice indicating the amounts payable to such Bondholder in respect of the
Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Bondholder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Conversion Shares upon conversion of the Convertible Bonds as required pursuant to the
terms hereof. |
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5.6. | Reservation of Shares Issuable Upon Conversion |
5.6.1. | The Company covenants that it will at all times reserve and keep available out of its authorized and unissued
Shares within a limit of 10% of its share capital, for the sole purpose of issuance upon conversion of the Convertible Bonds as herein
provided, free from pre-emptive rights or any other actual contingent purchase rights of Persons other than the Bondholder (and the other
Bondholders of the Convertible Bonds), not less than such aggregate number of Ordinary Shares as shall (subject to the terms and conditions
set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 2) upon the conversion
of the then outstanding Convertible Bonds (assuming for such purpose a Conversion Price equal to the Floor Price and any such conversions
are made without regard to any limitations on conversion set forth herein). The Company covenants that all Ordinary Shares that shall
be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if a Registration Statement is
then effective under the Securities Act, shall be registered for public resale in accordance with such Registration Statement (subject
to such Bondholder’s compliance with its obligations under the Registration Rights Agreement). |
5.7. | Fractional Shares |
5.7.1. | No fractional Ordinary Shares or scrip representing fractional shares shall be issued upon the conversion
of the Convertible Bonds. As to any fraction of an Ordinary Share which the Bondholder would otherwise be entitled to subscribe upon such
conversion, the Company shall at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Conversion Price or round up to the next whole Share. |
5.8. | Transfer Taxes and Expenses |
5.8.1. | The issuance of Conversion Shares on conversion of Convertible Bonds shall be made without charge to any
Bondholder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Company shall not be required to pay any tax that may be payable in respect of (1) any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Bondholders of such Convertible Bonds and
the Company shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax
has been paid and (2) any subsequent transfer or sale of the Conversion Shares in connection with transactions carried out by the Bondholders. |
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5.9. | Beneficial Ownership Limitation |
A Bondholder may
notify the Company in writing in the event it elects to be subject to the provisions contained in this Section 5; however, no Bondholder
shall be subject to this Section 5 unless he, she or it makes such election. If the election is made, the Company shall not effect any
conversion of the Convertible Bond, and such Bondholder shall not have the right to convert all or any portion of the Convertible Bond,
to the extent that, after giving effect to the conversion set forth on the applicable notice of optional conversion (“ Optional
Conversion Notice ”), such Bondholder (together with such Bondholder’s Affiliates, and any persons acting as a group together
with such Bondholder or any of such Bondholder’s Affiliates (such persons, “ Attribution Parties ”)) would beneficially
own in excess of 4.9%, 9.9%, 19.9% of the Company’s Ordinary Shares (or such other amount as a Bondholder may specify) (the “ Beneficial
Ownership Limitation ”). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by such Bondholder
and its Attribution Parties shall include the number of Ordinary Shares issuable upon conversion of the Convertible Bond with respect
to which such determination is being made, but shall exclude the number of Ordinary Shares which are issuable upon (i) conversion of the
remaining, unconverted Accrued Value of the Convertible Bond beneficially owned by such Bondholder or any of its Attribution Parties and
(ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein beneficially owned by such Bondholder or any of its Affiliates or
Attribution Parties. Upon request by the Company, the Bondholders will promptly provide to the Company written evidence detailing their
holdings in securities of the Company, which the Company is entitled to rely upon for purposes of this Section 5. Upon request by the
Company, the Bondholders will promptly provide to the Company written evidence detailing their holdings in securities of the Company,
which the Company is entitled to rely upon for purposes of this Section 5.
Except as set forth
in the preceding sentence, for purposes of this Section 5, beneficial ownership shall be calculated in accordance with Section 13(d) of
the Exchange Act. To the extent that the limitation contained in this Section 5 applies, the determination of whether the Convertible
Bond is convertible (in relation to other securities owned by such Bondholder together with any Attribution Parties) and of the amount
of the Convertible Bond that is convertible shall be in the sole discretion of such Bondholder, and the submission of an Optional Conversion
Notice shall be deemed to be such Bondholder’s determination of whether the Convertible Bond may be converted (in relation to other
securities owned by such Bondholder together with any Attribution Parties) and the amount of the Convertible Bond that is convertible,
in each case subject to the Beneficial Ownership Limitation. To ensure compliance with this restriction, each Bondholder will be deemed
to represent to the Company each time it delivers an Optional Conversion Notice that such Optional Conversion Notice has not violated
the restrictions set forth in this paragraph and the Company shall have no obligation to verify or confirm the accuracy of such determination.
In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. The Bondholder shall provide the Company with any information reasonably
requested by the Company in connection with this Beneficial Ownership Limitation and the provisions related thereto, in each case with
respect to the Company’s reporting obligations pursuant to the Securities Act, the Exchange Act, or other U.S. federal or state
securities regulations. For purposes of this Section 5, in determining the number of outstanding Ordinary Shares, a Bondholder may rely
on the number of outstanding Ordinary Shares as stated in the most recent of the following: (i) the Company’s most recent periodic
or annual report filed with Commission, as the case may be, (ii) a more recent public announcement by the Company or (iii) a more recent
written notice by the Company or the Company’s Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the
written request (which may be via email) of a Bondholder, the Company shall within two (2) trading days confirm in writing to such Bondholder
the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving
effect to the conversion or exercise of securities of the Company, including the Convertible Bond, by such Bondholder or its Attribution
Parties since the date as of which such number of outstanding Ordinary Shares was reported. By written notice to the Company, a Bondholder
may from time to time increase or decrease the Beneficial Ownership Limitation applicable to such Bondholder; provided, however, that
any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 5 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation contained herein or to make changes or supplements necessary or desirable to properly give effect to such
limitation. The limitations contained in this paragraph shall apply to a successor Bondholder. Upon request by the Company, the Bondholders
will promptly provide to the Company written evidence detailing their holdings in securities of the Company, which the Company is entitled
to rely upon for purposes of this Section 5.9.
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5.10. | Registration Rights |
The Company will register for resale
the Underlying Shares pursuant the Registration Rights Agreement and such Underlying Shares shall be treated as “Registrable Securities”
as defined in the Registration Rights Agreement.
ARTICLE
6. REDEMPTION; CALL RIGHT
6.1. | Redemption after the 5th year anniversary |
The Convertible Bonds shall be redeemable
at the option of each Bondholder (the “ Bondholder Redemption Right ”) at any time after the fifth (5th) anniversary
of the Issuance Date, subject to the terms and conditions set forth in this Article.
A Bondholder wishing to exercise its
Bondholder Redemption Right shall deliver a written notice (the “ Bondholder Redemption Notice ”) to the Company with
a copy to the Representative of the Masse.
The Bondholder Redemption Notice shall
specify, (i) the identity of the Bondholder and evidence of its holding of Convertible Bonds, (ii) the aggregate principal amount and
number of Convertible Bonds to be redeemed, (iii) the proposed redemption date, which shall be no earlier than sixty (60) calendar days
and no later than ninety (90) calendar days after the date of receipt of the Bondholder Redemption Notice by the Company (the “ Bondholder
Redemption Date ”), (iv) the bank account details to which any cash payment should be made (v) and the securities account details
to which any Ordinary Shares should be delivered, if applicable. It being specified that such Bondholder Redemption Date shall be a day
other than Saturday, Sunday or other day on which commercial banks in Paris, France or New York, New York are authorized or required by
law to remain closed.
The Bondholder Redemption Notice shall
be irrevocable once received by the Company, unless otherwise agreed in writing by the Company.
The redemption price payable by the
Company to each Bondholder exercising its Bondholder Redemption Right shall be equal to one hundred percent (100%) of the Accrued Value
of the Convertible Bonds to be redeemed as at the Bondholder Redemption Date (the “ Bondholder Redemption Price ”).
Within fifteen (15) Business Days
of receipt of a valid Bondholder Redemption Notice, the Company shall deliver a written notice to the relevant Bondholder(s) (the “ Settlement
Election Notice” ) specifying the settlement method elected by the Company from among the following options: (i) payment in cash
from distributable amounts ( bénéfices distribuables ) in accordance with article L. 232-11 of the French Code de commerce
(“ Cash Settlement from Distributable Amounts ”), (ii) payment in cash from the proceeds of a new issuance of equity
securities (“ Cash Settlement from New Equity Issuance” ) carried out by the Company for the purpose of funding such
redemption; or (iii) delivery of Ordinary Shares (“ Share Settlement ”) at a price per share equal to at least twenty
percent (20%) less than the official closing price of the Company’s Ordinary Shares on the Trading Market on the Trading Day immediately
preceding the date of issuance of the Settlement Election Notice (the “ Share Settlement Price ”) or (iv) a combination
of any of the options described in (i), (ii) and/or (iii) above.
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The Company shall have the sole and
absolute discretion to elect the settlement method, and may elect different settlement methods for different portions of the Bondholder
Redemption Price.
If the Company elects Cash Settlement
(whether from Distributable Amounts or from New Equity Issuance), the Company shall pay the Bondholder Redemption Price in one (1) single
instalment on the Bondholder Redemption Date. Payment shall be made by wire transfer of immediately available funds to the bank account
specified by the Bondholder in the Bondholder Redemption Notice, the details of which shall have been communicated to the Company at least
ten (10) Business Days prior to the Bondholder Redemption Date.
If the Company elects
Cash Settlement from New Equity Issuance, the Company shall use its reasonable best efforts to complete such equity issuance prior to
the Bondholder Redemption Date. The Company shall keep the relevant Bondholder(s) reasonably informed of the progress of such equity issuance.
If the Company elects
Share Settlement, the number of Ordinary Shares to be delivered to the relevant Bondholder shall be equal to the Bondholder Redemption
Price divided by the Share Settlement Price, rounded down to the nearest whole number of Ordinary Shares. The provisions of Section 5.2
through Section 5.10 shall apply to such Share Settlement.
The Ordinary Shares
to be delivered shall be newly issued shares, fully paid and ranking pari passu in all respects with the existing Ordinary Shares as from
their date of issuance.
6.2. | Call Right |
All or a portion of the Convertible
Bonds shall be redeemable at the option of the Company commencing any time in whole or in part, subject to the following terms:
(a) Redemption Price : the redemption
price per Convertible Bond (the “ Call Price ”) shall be equal to:
Period |
Call Price |
|
|
From the Issuance Date to (but excluding) the 1st anniversary |
150% of the Accrued Value |
|
|
From the 1st anniversary to (but excluding) the 2nd anniversary |
140% of the Accrued Value |
|
|
From the 2nd anniversary to (but excluding) the 3rd anniversary |
130% of the Accrued Value |
|
|
From the 3rd anniversary to (but excluding) the 4th anniversary |
120% of the Accrued Value |
|
|
From the 4th anniversary to (but excluding) the 5th anniversary |
110% of the Accrued Value |
|
|
From the 5th anniversary onwards |
100% of the Accrued Value |
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In the event of a partial redemption,
the Company shall redeem Convertible Bonds from all Bondholders on a pro rata basis in proportion to the aggregate principal amount of
Convertible Bonds held by each Bondholder, unless otherwise agreed in writing by the Bondholder Majority.
The Company shall exercise its Issuer’s
Call Right by delivering a written notice (the “ Call Notice ”) to each Bondholder at least thirty (30) calendar days
prior to the proposed redemption date (the “ Call Date ”), specifying (a) the aggregate principal amount and number of
Convertible Bonds to be redeemed, (b) the Call Date, (c) the applicable Call Price, (d) the place and manner of payment; and (e) the deadline
for Bondholders to exercise their Conversion Right pursuant to Article 5.
Upon receipt of the Call Notice, each
Bondholder whose Convertible Bonds are subject to redemption shall have the right, exercisable by written notice to the Company delivered
at least five (5) Business Days prior to the Call Date, to elect to convert all or a portion of its Convertible Bonds into Ordinary Shares
at the then-applicable Conversion Price (taking into account any VWAP Reset and other adjustments) rather than have such Convertible Bonds
redeemed for cash.
On the Call Date, the Company shall
pay the Call Price to each Bondholder whose Convertible Bonds are redeemed (and who has not validly exercised its Conversion Right) by
wire transfer of immediately available funds to the bank account designated by such Bondholder. Upon payment of the Call Price in full,
the relevant Convertible Bonds shall be automatically cancelled and shall cease to represent any rights against the Company, and the Company
shall update the register of Bondholders accordingly.
ARTICLE
7. CERTAIN ADJUSTMENTS
7.1. | Dividends and Share Splits |
7.1.1. | If the Company, at any time while the Convertible Bonds are outstanding: (i) pays a dividend or otherwise
makes a distribution or distributions payable in Shares or any other Share Equivalents (which, for avoidance of doubt, shall not include
any Ordinary Shares issued by the Company upon conversion of, or payment of a dividend on, the Convertible Bonds or any cash distributions),
(ii) subdivides outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of a reverse stock split)
outstanding Ordinary Shares into a smaller number of shares, or (iv) issues, in the event of a reclassification of the Ordinary Shares,
any shares of capital stock of the Company, then each of the Conversion Price and the Floor Price shall be multiplied by a fraction of
which the numerator shall be the number of Ordinary Shares (excluding any treasury shares of the Company) outstanding immediately before
such event, and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event. Any adjustment
made pursuant to this Section 7 shall become effective immediately after the record date for the determination of shareholders entitled
to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification. |
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7.2. | Conversion Price Reset |
The Conversion Price
shall be subject to a one-time downward adjustment equal to the VWAP Reset.
On the date six (6) months after the
Issuance Date (or, if such date is not a Business Day, the immediately following Business Day) (the “ VWAP Reset Date ”),
the Conversion Price shall be automatically adjusted to equal the VWAP of the Shares, as reported by Bloomberg (or, if not available,
any other internationally recognized financial data provider selected by the Company), calculated over the twenty (20) consecutive trading
days immediately commencing on (but excluding) the VWAP Reset Date (the “ VWAP Calculation Period ”).
In no event shall the Conversion Price
be adjusted below the VWAP Floor Price, as adjusted for any share split, dividend, recapitalization, combination, reclassification or
similar event occurring between the Issuance Date and the VWAP Reset Date.
For the avoidance of doubt: (i) if
the VWAP calculated pursuant to this Section 7.2 is equal to or greater than the then-current Conversion Price, no adjustment shall be
made; (ii) if the VWAP calculated pursuant to paragraph (a) above is less than the VWAP Floor Price, the Conversion Price shall be adjusted
to equal the VWAP Floor Price.
7.3. | Adjustment of Conversion Price upon Issuance of Ordinary Shares |
7.3.1. | If and whenever on or after the date hereof until the first date on which no Convertible Bonds are outstanding
the Company issues or sells, or in accordance with this Section 7.3 is deemed to have issued or sold, any Ordinary Shares (including the
issuance or sale of Ordinary Shares owned or held by or for the account of the Company, but excluding Ordinary Shares issued or sold,
or deemed to have been issued or sold, by the Company in connection with any Exempt Issuance) for a consideration per share (the “ New
Issuance Price ”) less than the Conversion Price then in effect (each such issue, sale or deemed issuance or sale, a “ Dilutive
Issuance ”), where the aggregate amount of consideration received by the Company, together with all prior issuances and sales
conducted for the purpose of raising capital by the Company on or after the date hereof that were excluded from this Section 7.3 by this
clause, exceeds $500,000, then, immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to an amount
equal to the New Issuance Price. For all purposes of the foregoing (including, without limitation, determining the adjusted Conversion
Price and the New Issuance Price under this Section 7.3), the following shall be applicable: |
| 7.3.1.1. | Options and Convertible Securities . The consideration per share received by the Company for Ordinary
Shares issued or deemed to have been issued pursuant to Section 7.3, relating to Options and Convertible Securities, shall be determined
by dividing: |
| 7.3.1.1.1. | the total amount, if any, received or receivable by the Company as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon
the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by |
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| 7.3.1.1.2. | the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard
to any provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Section 2 upon the issuance
of such Options or Convertible Securities. |
| 7.3.1.2. | Deemed Issuance of Options and Convertible Securities . |
| 7.3.1.2.1. | If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall
fix a record date for the determination of Bondholders of any class of securities entitled to receive any such Options or Convertible
Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto, assuming the satisfaction of
any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent
adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor,
the conversion or exchange of such Convertible Securities, shall be deemed to be outstanding and to have been issued as of the time of
such issue or, in case such a record date shall have been fixed, as of the close of business on such record date. |
| 7.3.1.2.2. | If the purchase or exercise price provided for in any Options, the additional consideration, if any, payable
upon the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for Ordinary Shares increases or decreases at any time (other than (i) proportional changes in conversion
or exercise prices, as applicable, in connection with an event referred to above and (ii) automatic adjustments to such terms pursuant
to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable to the Bondholder thereof than
the anti-dilution and similar provisions set forth herein), the Conversion Price in effect at the time of such increase or decrease shall
be adjusted to the Conversion Price which would have been in effect at such time had such Options or Convertible Securities provided for
such increased or decreased purchase price, additional consideration or increased or decreased conversion rate (as the case may be) at
the time initially granted, issued or sold. For purposes of this Section 7, if the terms of any Option or Convertible Security that was
outstanding as of the date of first issuance of Convertible Bonds are increased or decreased in the manner described in the immediately
preceding sentence, then such Option or Convertible Security and the Ordinary Shares deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 7 shall
be made if such adjustment would result in an increase of the Conversion Price then in effect. |
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| 7.3.1.3. | Calculation of Consideration Received . |
| 7.3.1.3.1. | In case one or more Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option
and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference
of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms
of such other securities of the Company, less (II) the Option Value of each such Option. |
| 7.3.1.3.2. | If any Ordinary Shares, Options or Convertible Securities are issued or sold or deemed to have been issued
or sold for cash, the consideration other than cash received therefor will be deemed to be the net amount received by the Company therefor.
If any Ordinary Shares, Options or Convertible Securities are issued or sold for a consideration other than cash, the amount of such consideration
received by the Company will be the fair value of such consideration, except where such consideration consists of publicly traded securities,
in which case the amount of consideration received by the Company will be the VWAP of such publicly traded securities on the date of receipt.
If any Ordinary Shares, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any
merger in which the Company is the surviving entity, the amount of consideration therefor will be deemed to be the fair value of such
portion of the net assets and business of the non-surviving entity as is attributable to such Ordinary Shares, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than cash or publicly traded securities will be determined jointly
by the Company and the Required Bondholders. If such parties are unable to reach agreement within ten (10) days after the occurrence of
an event requiring valuation (the “ Valuation Event ”), the fair value of such consideration will be determined within
five (5) Business Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected
by the Company and the Required Bondholders. The determination of such appraiser shall be final and binding upon all Parties absent manifest
error and the fees and expenses of such appraiser shall be borne by the Company. |
| 7.3.1.4. | Record Date . If the Company takes a record of the Bondholders of Ordinary Shares for the purpose
of entitling them (A) to receive a dividend or other distribution payable in Ordinary Shares, Options or in Convertible Securities or
(B) to subscribe for or purchase Ordinary Shares, Options or Convertible Securities, then such record date will be deemed to be the date
of the issuance or sale of the Ordinary Shares deemed to have been issued or sold upon the declaration of such dividend or the making
of such other distribution or the date of the granting of such right of subscription or purchase (as the case may be). |
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| 7.3.1.5. | Expiration or Termination of Options or Convertible Securities . Upon the expiration or termination
of any unexercised Option or unconverted or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original
issuance or upon a revision of its terms) in an adjustment to the Conversion Price pursuant to the terms of Section 7, the Conversion
Price shall be readjusted to such Conversion Price as would have obtained had such Option or Convertible Securities (or portion thereof)
never been issued. |
7.4. | Subsequent Rights Offerings |
In addition to any
adjustments pursuant to Section 7.1, if at any time the Company grants, issues or sells any Share Equivalents or rights to purchase stock,
warrants, securities or other property pro rata to the record Bondholders of any class of Ordinary Shares (the “ Purchase Rights ”),
then the Bondholders will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which
the Bondholder could have acquired if the Bondholder had held the number of Ordinary Shares acquirable upon complete conversion of such
Bondholder’s Convertible Bonds (without regard to any limitations on conversion hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights,
or, if no such record is taken, the date as of which the record Bondholders of Ordinary Shares are to be determined for the grant, issue
or sale of such Purchase Rights (provided, however, that, to the extent that the Bondholder’s right to participate in any such Purchase
Right would result in the Bondholder exceeding the Beneficial Ownership Limitation, then the Bondholder shall not be entitled to participate
in such Purchase Right to such extent (or beneficial ownership of such Ordinary Shares as a result of such Purchase Right to such extent)
and such Purchase Right to such extent shall be held in abeyance for the Bondholder until such time, if ever, as its right thereto would
not result in the Bondholder exceeding the Beneficial Ownership Limitation). To the extent that the issue price of such Purchase Rights
would result in an adjustment of the Conversion Price pursuant to Section 7.3, such adjustment shall not occur to the extent the Bondholders
were granted the right to acquire such Purchase Rights on the applicable term.
7.5. | Pro Rata Distributions |
During such time
as the Convertible Bonds are outstanding, if the Company declares or makes any dividend or other distribution of its assets (or rights
to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “ Distribution ”), in each such case, the Bondholders shall be entitled
to participate in such Distribution to the same extent that the Bondholders would have participated therein if the Bondholder had held
the number of Ordinary Shares acquirable upon complete conversion of the Convertible Bonds (without regard to any limitations on conversion
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for
such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for
the participation in such Distribution ( provided, however , to the extent that the Bondholder’s right to participate in any
such Distribution would result in the Bondholder exceeding the Beneficial Ownership Limitation, then the Bondholder shall not be entitled
to participate in such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Bondholder until such time, if ever
such grant, issuance or sale, as its right thereto would not result in the Bondholder exceeding the Beneficial Ownership Limitation).
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7.6. | Fundamental Transaction |
7.6.1. | If, at any time while Convertible Bonds are outstanding, (i) the Company, directly or indirectly, in one
or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all
of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or
other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect,
purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which Bondholders of
Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by
the Bondholders of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the Ordinary Shares of the Company,
(iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged
for other securities, cash or property (other than as a result of a stock split, combination or reclassification of Ordinary Shares covered
by Section 7.1), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase
agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power
of the common equity of the Company, and such event(s) do not constitute a Deemed Liquidation Event (each a “ Fundamental Transaction ”),
then, upon any subsequent conversion of Convertible Bonds, the Bondholder shall have the right to receive, for each Conversion Share that
would have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any
limitation in Section 1 on the conversion of the Convertible Bonds), the number of shares of capital stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a Bondholder of the number of Ordinary Shares for which the Convertible Bonds
are convertible immediately prior to such Fundamental Transaction (without regard to any limitation in Section 1 on the conversion of
the Convertible Bonds). |
7.6.2. | For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share
in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If Bondholders of Ordinary Shares are
given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Bondholder shall be given
the same choice as to the Alternate Consideration it receives upon any conversion of the Convertible Bonds following such Fundamental
Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company or surviving entity in such
Fundamental Transaction shall file new Terms and Conditions with the same terms and conditions and issue to the Bondholders new Convertible
Bonds consistent with the foregoing provisions and evidencing the Bondholders’ right to convert such Convertible Bonds into Alternate
Consideration. |
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7.6.3. | The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under this Convertible
Bond and the Registration Rights Agreement in accordance with the provisions of this Section 7.6 pursuant to written agreements in form
and substance reasonably satisfactory to the Bondholder Majority and approved by the Bondholder Majority (without unreasonable condition
or delay) prior to such Fundamental Transaction and shall, at the option of the Bondholder of Convertible Bonds, deliver to the Bondholder
in exchange for Convertible Bonds a security of the Successor Entity evidenced by a written instrument substantially similar in form and
substance to the Convertible Bonds which is convertible for a corresponding number of shares of capital stock of such Successor Entity
(or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon conversion of Convertible Bonds (without regard
to any limitations on the conversion of Convertible Bonds) prior to such Fundamental Transaction, and with a conversion price which applies
the Conversion Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such conversion
price being for the purpose of protecting the economic value of the Convertible Bonds immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Bondholder Majority. |
7.7. | Calculations |
All calculations
under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section
7, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares
(excluding any treasury shares of the Company) issued and outstanding.
7.8. | Notice to the Bondholders |
7.8.1. | Adjustment to Conversion Price. Whenever the Conversion Price is
adjusted pursuant to any provision of this Section 7, the Company shall promptly deliver to each
Bondholder by email 2 a notice setting forth the Conversion Price after such adjustment
and setting forth a brief statement of the facts requiring such adjustment. |
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7.8.2. | Notice to Allow Conversion by Bondholder. If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Ordinary Shares, (B) the Company shall declare a redemption of the Ordinary Shares, (C) the Company shall authorize
the granting to all Bondholders of the Ordinary Shares of rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification
of the Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all
of the assets of the Company (and all of its Subsidiaries, taken as a whole), or any compulsory share exchange whereby the Ordinary Shares
is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office or agency maintained
for the purpose of conversion of Convertible Bonds, and shall cause to be delivered by email to each Bondholder at its email address as
it shall appear upon the stock books of the Company, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the Bondholders of the Ordinary Shares of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected
that Bondholders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver
such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding
the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
on Form 6-K, unless determined by the Company that such filing would be harmful to the Company at such time, in which case the Company
shall file such Form 6-K as soon as is reasonably practicable in its discretion. For the avoidance of doubt, and without limiting the
conversion rights of any Bondholder, each Bondholder shall remain entitled to convert the Accrued Value of the Convertible Bonds (or any
part hereof) during the twenty (20)-day period commencing on the date of such notice through the effective date of the event triggering
such notice except as may otherwise be expressly set forth herein. |
ARTICLE
8. PROTECTION AND REPRESENTATION OF BONDHOLDER’S RIGHTS
8.1. | Representation of the Bondholders |
The Bondholders shall be organized
as a group for the representation of their interests (“ Masse ”). The Masse shall be governed by the provisions of the
French Code de commerce and especially the provisions of articles L. 228-103 and R. 228-60 and seq. of the French Code de commerce .
Any reasonable and documented costs or expenses incurred by the Bondholders in connection with the operation and consultation of the Masse
shall be reimbursed by the Company upon presentation of the relevant invoices. The Masse may, alone, to the exclusion of all the Bondholders
taken individually, exercise the rights and actions, current or future, attached to the Convertible Bonds.
8.2. | Bondholders’ Representative |
The Masse shall be represented by
a proxy (the “ Bondholders’ Representative ”) elected by the general meeting of the Bondholders in accordance with French
laws and shall be empowered, unless otherwise provided by the general meeting of the Bondholders, to accomplish on behalf of the Masse
any management act for the defence of the common interests of the Bondholders in accordance with French laws. Any person is entitled,
at any time, to obtain at the Company’s registered office the name and the address of the Bondholders’ Representative.
The fees of the Bondholders’ Representative
shall be paid on a quarterly basis and are set out at [●] per year.
The first Bondholders’ Representative
shall be [●] (hereafter, “ [●] ”).
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8.3. | General meeting of the Bondholders |
The general meetings of the Bondholders
shall meet in accordance with the following provisions.
The Bondholders’ general meetings
shall be convened by either the Board of the Company in its capacity as legal representative, the Bondholders’ Representative, the
administrator ( liquidateur ) in case of liquidation of the Company or any Bondholders holding together at least 15% of the Convertible
Bonds, in writing (including by email) with a seven (7) calendar days’ prior notice, save that such prior notice can be reduced
in case of urgency if the person issuing the convening notice duly justifies of such urgency.
Any Bondholder may attend meetings
by remote transmission (telephone, videoconference, etc.) and may be represented by any person of its choice in accordance with articles
L. 228-61 et seq. of the French Code de commerce . All decisions taken at the Holders’ general meetings shall be taken in
accordance with quorum and majority rules provided under French law.
The decisions of the Bondholders can
result from a general meeting as described above or written consultation of the Bondholders (including by email) pursuant to article L.
228-46-1 of the French Code de commerce , in which case the same quorum and majority as those described above shall apply. The written
consultation shall be sent by the Company or the Bondholders’ Representative to the Bondholders. The Bondholders shall then have
seven (7) calendar days to send to the Company (including by email) their answer to such written consultation.
8.4. | Assimilation |
Pursuant to article L. 228-46 of French
Code de commerce , in the event the Company issues new Convertible Bonds governed by the same terms and conditions than those issued
on the Issuance Date, and fully similar to such Convertible Bonds (notably as per the par value, interests, maturity and amortization),
then the Bondholders shall be gathered in a single Masse.
8.5. | Specific authorizations |
From and after the Issuance Date,
for as long as the Investors hold 10% or more of the Convertible Bonds issued as of the closing of the Issuance Date, the Company shall
not, without the affirmative vote or action by written consent of the Masse, take any of the following actions:
| - | liquidate, dissolve or wind-up the affairs of the Company (or commence or consent to any bankruptcy proceeding
relating to the Company, to the extent permitted under French law); |
| - | amend, alter or repeal the Company’s bylaws, K-Bis extract, these Terms and Conditions or any similar
document of the Company in a manner that materially and adversely affects the powers, preferences or rights given to the Bondholders; |
| - | create any equity security, authorize the creation of any equity security, classify any equity security,
reclassify any equity security, or issue any equity security or other security convertible into or exercisable for any equity security,
unless such security ranks junior to the Convertible Bonds with respect to its rights, preferences and privileges or increase of the number
Convertible Bonds accordingly; |
26
| - | pay any cash dividend or redeem any equity or equity linked security until the Convertible Bonds are repaid
in full or redeemed or converted into Ordinary Shares, other than securities 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; |
| - | enter into any transaction with an Affiliate, other than the issuance of equity or awards to eligible
participants under the Company’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting
or award agreements with respect to executive officers of the Company, in each case regardless of whether such person (or such person’s
Affiliates) would be considered an Affiliate of the Company; or |
| - | incur or guarantee any new indebtedness, including secured and or senior debt to the senior unsecured
Convertible Bonds, other than equipment leases or trade payables incurred in the ordinary course of business. |
The Company will promptly deliver
written notice to the Bondholders of the occurrence of any breach or default of the protective provisions set forth in this Section 8.5,
specifying in reasonable detail the nature of such event or circumstance and the action, if any, the Company proposes to take with respect
thereto. Each of the events or circumstances set out above should be considered as an event of default unless, if curable, it has not
been cured within five (5) Business Days of formal notice sent by registered letter with acknowledgement of receipt ( lettre recommandée
avec accusé de reception ) or by bailiff service ( notification par commissaire de justice ).
Subject to this Section 8.5, the Terms
and Conditions may be amended by approval of the Company and the vote or action by written consent the Bondholder Majority, or as otherwise
required in accordance with the French Commercial Code.
8.6. | Adjustments in the event of a reduction in capital |
As long as any Convertible Bond remains
outstanding, the Company shall not conduct any reduction in its share capital not triggered by losses without the prior approval of the
Masse. In addition, in the event of a reduction of the Company’s share capital triggered by losses, and implemented by a reduction
either in the nominal value of its shares or in their number, the Bondholders’ equity rights, in case of conversion of the Convertible
Bonds, shall be reduced accordingly as if the Convertible Bonds had been converted prior to the date on which the capital reduction became
final, in accordance with the provisions of article L. 228-98, 3° of the French Code de commerce .
8.7. | Adjustments in the events of financial transactions |
Subject to Article 7 and pursuant
to article L. 228-99 of the French Code de commerce and except in case the Bondholders would have waived their rights under such
article with respect to a specific transaction, the Company shall take the necessary steps to protect the interests of the Bondholders
if it decides to proceed, regardless of their form, with any of the following transactions at any time prior to the date that all Convertible
Bonds are converted or redeemed pursuant to Article 5 or Article 6:
| (i) | issuance of securities with preferential subscription right ( émission de nouveaux titres de
capital avec droit préférentiel de souscription réservé à ses associés ); |
27
| (ii) | capital increase by incorporation of reserves, profits, or premiums, and bonus issue of shares, or division
or consolidation of shares; |
| (iii) | capitalization of reserves, profits or premiums by increase of the nominal value of the shares; |
| (iv) | distribution of reserves or premiums in cash or portfolio securities; |
| (v) | bonus issue to shareholders of any financial instrument other than the Company’s shares; and |
| (vi) | change the allocation of Company’s profits among its shareholders through the creation of preferred
shares; it being further provided that for the purposes hereof, “Company’s profits” shall exclude the liquidation bonus
( boni de liquidation ). |
Further, if it should be necessary
to make adjustment provided in article L. 228-99 3° of the French Code de commerce , the adjustment shall be made by applying
the method set out in article R. 228-91 of the French Code de commerce , provided, however, that the value of the preferential
subscription right, like the value of the Share before detaching the subscription right shall be determined, if need be, by the Board
based on the subscription, exchange, or sale price per Share used in connection with the last transaction to have occurred with respect
to the Company’s share capital (capital increase, contribution of securities, sale of shares, etc.) during the six (6) months preceding
the decision taken by the Board, or, if no transaction has taken place during such period, on the basis of any other financial parameter
that appears relevant to the Board of the Company, subject to the terms of the paragraph below.
The Company shall inform the Bondholders
of any operation referred to in Article 8.7 above at the same time as the shareholders of the Company. On such occasion, the Company shall
deliver to the relevant Bondholders a report from the Board detailing the terms of the considered operation and its consequences for the
relevant Bondholders, and indicating the manner in which the principles of adjustment stipulated in the said Article 8.7 will be complied
with. In the event of disagreement by the Bondholders as to the implementation of the provisions of Article 8.7 by the Company, the Bondholders
may request the Company to provide a report from the statutory auditors, acting as an expert appointed by the Parties, as to the application
and the compliance of the adjustments contemplated by the Company with the relevant provisions. In the event that the report of the statutory
auditors of the Company demonstrates non-compliance with the relevant provisions in a manner prejudicial to the Bondholders, the Company
shall promptly make the necessary adjustments to restore the rights of the Bondholders in accordance with the relevant provisions.
8.8. | Approval by the Bondholder Majority |
In the event of a modification to
the terms and conditions of the Convertible Bonds and/or to these Terms and Conditions, the Company shall obtain, in addition to any approval,
authorization or decision required by French law, the approval of the Bondholder Majority.
8.9. | Information Rights |
The Company shall provide, grant access
to, and deliver to the Bondholders’ Representative on a monthly basis, any information necessary for the Bondholders’ Representative
to carry out any of its duties including copies of the monthly financial reports about the Company, as well as any detail or information
regarding the business of the Company, the Bondholders’ Representative shall reasonably request from time to time.
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ARTICLE
9. WARRANTS
In connection with the issuance of the Convertible
Bonds, the Company shall issue to each Bondholder, on the Issuance Date, warrants to subscribe for Ordinary Shares ( bons de souscription
d’actions ) (the “ Warrants ”) in accordance with articles L. 228-91 et seq. of the French Code de commerce.
The Warrants shall be issued on a detached basis
( bon autonome) from the Convertible Bonds, under separate terms and conditions approved by the shareholders’ meeting of the Company
to which the Bondholders expressly agree to be bound.
ARTICLE
10. NOTICES
All notices required hereunder shall be in writing
and validly made if delivered by hand, courier, registered letter (return receipt requested) or email (with acknowledgment of receipt)
to the registered office of the Company or to the address of the Bondholder recorded in the Company’s securities register.
Pasqal Holding SAS
24 Av. Emile Baudot
91120 Palaiseau
France
Attention: Mr. Wasiq Bokhari, Mr.
Loic Henriet
Email: wasiq.bokhari@pasqal.com /
loic@pasqal.com
With a copy to (which shall not constitute
notice):
Orrick, Herrington & Sutcliffe
LLP
61, rue des Belles Feuilles
Paris 75116
France
Attn: Yves Lepage, Olivier Jouffroy
Email: ylepage@orrick.com; ojouffroy@orrick.com
and
Orrick, Herrington & Sutcliffe
LLP
51 W 52nd St
New York, New York 10019
| Attn: | Albert Vanderlaan |
| | Marsha Mogilevich |
| Email: | avanderlaan@orrick.com |
| | mmogilevich@orrick.com |
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ARTICLE
11. AMENDMENT AND WAIVER
The Convertible Bonds may be
amended only with the written consent of the Company and the Bondholder Majority, or as otherwise required in accordance with the French
commercial code. No amendment or supplement to these Terms and Conditions, or waiver of any provision of these Terms and Conditions, may,
without the written consent of the Bondholder Majority (or as otherwise required in accordance with the French commercial code or subject
to any higher majority required by French law):
| i. | reduce the principal, or extend the stated maturity, of any Convertible Bond; |
| ii. | reduce the Bondholder Redemption Price for any Convertible Bond or change the times at which, or the circumstances
under which, the Bonds may or will be redeemed by the Company; |
| iii. | reduce the rate, or extend the time for the payment, of interest on any Convertible Bond; |
| iv. | make any change that adversely affects the conversion rights of any Convertible Bond; |
| v. | impair the rights of any Bondholder set forth in Article 5 or Article 6; |
| vi. | change the ranking of the Convertible Bonds; |
| vii. | make any Convertible Bond payable in money, or at a place of payment, other than that stated in these
Terms and Conditions; |
| viii. | reduce the amount of Convertible Bonds whose Bondholders must consent to any amendment, supplement, waiver
or other modification; or |
| ix. | make any direct or indirect change to any amendment, supplement, waiver or modification provision of these
Terms and Conditions that requires the consent of each affected Bondholder. |
Any waiver by the Company or
a Bondholder of a breach of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of these Terms and Conditions or a waiver by any other Bondholders. The
failure of the Company or a Bondholder to insist upon strict adherence to any term of these Convertible Bonds on one or more occasions
shall not be considered a waiver or deprive that party (or any other Bondholder) of the right thereafter to insist upon strict adherence
to that term or any other term of these Terms and Conditions on any other occasion. Any waiver by the Company or a Bondholder must be
in writing.
30
ARTICLE
12. MISCELLANEOUS
The Convertible Bonds may be
amended only with the written consent of the Company and the Bondholder Majority, or as otherwise required in accordance with the French
commercial code.
The Parties undertake to communicate,
execute and deliver any information and any document, as well as to take any action or decision which may be necessary to the performance
of the Terms and Conditions.
The Parties acknowledge that,
pursuant to the terms of these Terms and Conditions, they are irrevocably bound by their respective undertakings set forth herein.
Each Party agrees that if a
Party defaults in the execution of his or its obligations hereunder, the allocation of damages to the other Parties will not be an appropriate
and sufficient remedy. Each Party acknowledges accordingly that (i) the beneficiary of any option or right shall, in any case, be entitled
to seek specific performance ( exécution forcée ) without prejudice to any additional compensation ( dommages et
intérêts complémentaires ) and (ii) by exception to article 1221 of the French Code civil, (x) there exists no
physical, legal nor moral obstacle that would prevent such specific performance ( exécution forcée ) to take place
and (y) each Party may in any case be entitled to pursue specific performance ( exécution forcée ) even if an obvious
disproportion between the cost of the performance of its obligation for the debtor and the interest of the beneficiary (for the purpose
of article 1221 of the French Code civil) would result from such specific performance ( exécution forcée ).
Notwithstanding the provisions
of article 1220 of the French Code civil, the Parties agree that a Party may not withhold the performance of its/his obligations under
these Terms and Conditions in the absence of a serious and established breach of the terms of this Convertible Bond by another Party.
Notwithstanding the provisions
of articles 1224 and 1226 of the French Code civil, the Parties agree that the termination ( résolution ) of the Terms and
Conditions in case of a serious breach of its terms by any Party may not result in a notification made in this respect by one Party under
the conditions provided under article 1226 of the French Code civil but may only result from an enforceable decision of a competent court.
Each Party declares to assume
all the risks arising from an unpredictable change of circumstances ( changement de circonstances imprévisible ) as a result
of which implementing of these Terms and Conditions would become excessively onerous for such Party, and waives any right to make any
claim under article 1195 of the French Code civil.
The Convertible Bonds will validly
bind and will benefit to the heirs, legatees and legal successors of each Party.
The Parties declare that they
have been advised by their own lawyers or advisors and have therefore been able to independently assess the scope of their rights and
obligations under the Convertible Bonds. No advisor or lawyer shall be deemed to be the sole draftsman ( rédacteur unique )
of the Convertible Bonds vis à vis all the Parties.
31
Notwithstanding anything to
the contrary set forth herein, each of the Parties intend that, for U.S. federal income tax purposes, the Convertible Bonds shall be treated
as equity of the Company. The Parties agree to file all relevant tax returns in a manner consistent with such treatment, and take no position
inconsistent with such treatment, unless otherwise required by final “determination” within the meaning of Section 1313(a)
of the U.S. Internal Revenue Code of 1986, as amended.
Whenever any payment or other
obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.
If any provision of these Terms
and Conditions is invalid, illegal or unenforceable, the balance of these Terms and Conditions shall remain in effect, and if any provision
is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall
be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate
of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.
The headings contained herein
are for convenience only, do not constitute a part of these Terms and Conditions and shall not be deemed to limit or affect any of the
provisions hereof.
ARTICLE
13. LOST OR MUTILATED CONVERTIBLE BOND CERTIFICATE
If a Bondholder’s Convertible Bond certificate
shall be mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued, in exchange and substitution for and upon
cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate
for the Convertible Bonds so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction
of such certificate, and of the ownership hereof reasonably satisfactory to the Company (which shall not include the posting of any bond).
The applicant for a new certificate under such circumstances shall also pay any reasonable third-party costs (including customary indemnity)
associated with the issuance of such replacement certificate.
ARTICLE
14. GOVERNING LAW AND JURISDICTION
These Terms and Conditions shall be governed by
and construed in accordance with French law.
Any dispute arising out of or in connection with
these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tribunal des activités économiques
of Paris.
32
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE BONDHOLDER IN ORDER TO
CONVERT SENIOR UNSECURED CONVERTIBLE BONDS)
The undersigned hereby elects to convert the aggregate
amount of senior unsecured bonds convertible into shares of the Company ( obligations convertibles en actions ), each at a nominal
value of [EUR 0.01] (the “ Convertible Bonds ”), indicated below into ordinary shares ( actions ordinaires ) (the
“ Ordinary Shares ”), of [Pasqal Holding SA], a société anonyme formed under the laws of the Republic
of France (the “ Company ”), according to the conditions hereof, as of the date written below. If Ordinary Shares are
to be issued in the name of a person other than the undersigned, the undersigned will pay documentary stamp or similar taxes payable with
respect thereto and is delivering herewith such certificates and opinions as may be required by the Company in accordance with the Purchase
Agreement. No fee will be charged to the Bondholders for any conversion, except for any such transfer taxes.
Conversion calculations:
Date to Effect Conversion: ____________________________________________________
Aggregate Amount of Convertible Bond owned prior to Conversion: _______________________
Amount of Convertible Bond to be Converted: ________________________________
Number of Ordinary Shares to be Issued: ___________________________________
Applicable Conversion Price: __________________________________________________
Aggregate Amount of Convertible Bond owned subsequent to Conversion:____________________
Address for Delivery:_________________________________________________
or
DWAC Instructions:
Broker no: _____________
Account no: ___________
|
[HOLDER] |
|
|
|
|
By: |
|
|
|
Name: |
|
|
Title: |
ANNEX B
PASQAL HOLDING SA
A French société
anonyme with a share capital of [xx] euros
Registered office: [xx]
[xx]
(the « Company »)
SUBSCRIPTION FORM
(CONVERSION OF BONDS)
| 1. | TERMS OF THE CONVERSION OF BONDS |
On [●], the Company issued [●] bonds,
convertible into ordinary shares ( actions ordinaires ) of the Company, in accordance with the terms and conditions dated [●]
(the “ Convertible Bonds Terms & Conditions ”), for a total amount of [●] euros (the “ Convertible
Bonds ”), which shall be converted into ordinary shares of the Company by application of the Convertible Bonds Terms & Conditions.
| 2. | SUBSCRIPTION |
[ name of the investor ] , a corporation
governed by the laws of [●], having its registered office located at [●], represented by [●] (the “ Holder ”),
DECLARE:
- | to subscribe for
[●] ([●]) ordinary share(s) ( action(s) ordinaire(s)) of the Company, with a par value
of €[●] per ordinary share), with a total subscription price of [●] euros, by conversion
of [●] Convertible Bonds. |
On ________________________________ ,
|
|
|
[●] 1 |
|
|
Represented by [●] |
|
1 Signature to be preceded by the statement « Bon pour |
|
|
souscription de [●] ([●]) actions ordinaires de la société » |
### EX-4.7 - TERMS AND CONDITIONS OF THE INVESTMENT WARRANTS
EX-4.7
4
ea028286102ex4-7.htm
TERMS AND CONDITIONS OF THE INVESTMENT WARRANTS
Exhibit 4.7
NEITHER THIS SECURITY NOR THE SECURITIES FOR
WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
TERMS AND CONDITIONS OF
THE WARRANTS
On [●], the shareholders of [ Pasqal
Holding SA ] , a société anonyme formed under the laws of the Republic of France (hereafter referred to as the
“ Company ”), issued [●] warrants (the “ Warrants ”), subject to the Terms and Conditions below
(the “ Terms and Conditions ”).
The Warrants are issued subject to the terms of
these Terms and Conditions which are binding upon the Company and the Holders (as defined below).
1 | definitions and interpretation |
1.1 | In these Terms and Conditions, except where the context requires or unless otherwise defined herein, the
following capitalised terms shall have the following meanings: |
1.1.1 | “Adjustment Event” means the occurrence of (i) any reduction of the Company’s share
capital, share premium account or capital redemption reserve involving the repayment of money to shareholders of the Company, or (ii)
the entering into any scheme of arrangement requiring the consent of the court or the purchase or the redemption of any share capital
or the reduction of any uncalled liability in respect thereof or the cancellation of any unissued shares, or (iii) every issue by way
of capitalisation of profits or reserves or (iv) any securities, or (v) the consolidation, subdivision or reduction of capital or (vi)
other reconstruction or adjustment relating to the equity share capital or (vii) any amalgamation or reconstruction affecting the equity
share capital (or any shares, stocks or securities derived from them) of the Company or (viii) any dividend distribution or (ix) any other
event whereby the Company sells or disposes of any and / or all material assets of the Company, which, in either case, may adversely impact
the value of the equity shares in the Company; |
1.1.2 | “Affiliate” means any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the
Securities Act; |
1.1.3 | “ Alternate
Consideration ” has the meaning given to it in Clause 2.5.15(a) of these Terms
and Conditions; |
1.1.4 | “ Asset Sale ” means a sale or a disposal of all or substantially all of the assets of
the Company; |
1.1.5 | “Black Scholes Value” means the value of the Warrants based on the Black-Scholes Option
Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental
Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal
to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined
utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated
Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price
per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction
and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental
Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s
request pursuant to this Clause 1.1.5, (D) a remaining option time equal to the time between the date of the public announcement of the
applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow; |
1.1.6 | “Bloomberg” means Bloomberg L.P.; |
1.1.7 | “ Business Combination Agreement ” means that certain Agreement and Plan of Merger, dated
February 28, 2026, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company, Bleichroeder Acquisition 2 France,
a a société par actions simplifiée formed under the laws of the Republic of France, and the Company; |
1.1.8 | “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial
banks in the City of New York, New York are authorized or required by law to remain closed; |
1.1.9 | “ Buy-In ” has the meaning given to it in Clause 2.2.9 of these Terms and Conditions; |
1.1.10 | “ Cash Settlement ” has the meaning given to it in Clause 4.3.3 of these Terms and Conditions; |
1.1.11 | “ Cash Settlement
Period ” has the meaning given to it in Clause
4.3.3(a) of these Terms and Conditions; |
1.1.12 | “ Change of Control ” means any of the following events: the Issuer, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Issuer with or into another Person, in which the Issuer
is not the surviving entity and in which the stockholders of the Issuer immediately prior to such merger or consolidation do not own,
directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger or consolidation (excluding
a merger effected solely to change the Company’s name or jurisdiction of incorporation); |
1.1.13 | “ Company ” means Pasqal Holding SA and any successors thereto; |
1.1.14 | “ Commission ” means the United States Securities and Exchange Commission; |
1.1.15 | “ Control ” means and any derived form thereof has the meaning given by article L. 233-3
of the French Commercial Code ( Code de commerce ); |
1.1.16 | “Convertible Bonds” has the meaning given to it in Clause 7.1 of these Terms and Conditions; |
1.1.17 | “Convertible Securities” means any stock or securities (other than Options) directly
or indirectly convertible into or exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Shares
and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder
thereof to receive, Shares; |
1.1.18 | “ Corporate Event ” means the completion of a Share Sale, an Asset Sale, a Transfer leading
to a Change of Control, a Merger or a Demerger; |
1.1.19 | “ Demerger ” means a “scission” under Articles L. 236-3 et seq. of the French
Commercial Code ( Code de commerce ) involving the Company, in which the Shares outstanding immediately prior to such demerger would
not be converted into or exchanged for at least a majority of the outstanding shares of the surviving entity; |
2
1.1.20 | “ Depository Trust Company ” means The Depository Trust Company, a New York limited-purpose
trust company and registered clearing agency under Section 17A of the Exchange Act; |
1.1.21 | “Dilutive Issuance” has the meaning given to it in Clause 2.5.12 of these Terms and
Conditions; |
1.1.22 | “ Encumbrances ” means any mortgage, charge, pledge, lien, option, restriction, right of
first refusal, right of pre-emption, third party right or interest, any other encumbrance of any kind, and any other type of preferential
arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect; |
1.1.23 | “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder; |
1.1.24 | “Exempt Issuance” means the issuance of (a) any securities of the Company to employees,
officers or directors, consultants, contractors, vendors or other agents of the Company pursuant to any stock or option plan duly adopted
for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee
directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion
of any securities issued pursuant to the Purchase Agreements or the Business Combination Agreement and/or other securities exercisable
or exchangeable for or convertible into Shares issued and outstanding on the Closing Date, provided that such securities have not been
amended since the Closing Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities (other than in connection with stock splits or combinations and automatic adjustments to such terms pursuant
to anti-dilution or similar provisions of such securities which are not more favorable to the holder thereof than the anti-dilution and
similar provisions set forth herein) or to extend the term of such securities, (c) the Underlying Shares, and (d) securities issued pursuant
to any merger, acquisition or strategic transaction or partnership approved by a majority of the directors of the Company, provided that
(i) such securities are issued as “restricted securities” (as defined in Rule 144) or are issued pursuant to an effective
registration statement pursuant to the Securities Act and (ii) any such issuance shall only be to a Person (or to the equityholders of
a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the
business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but any such Exempt
Issuance shall not include a transaction in which the Company is issuing securities (i) primarily for the purpose of raising capital,
including an at-the-market offering, or (ii) to an entity whose primary business is investing in securities; |
1.1.25 | “Exercisable Warrants” has the meaning given to it in Clause 2.2.1 of these Terms and
Conditions; |
1.1.26 | “ France
Holiday ” has the meaning given to it in
Clause 2.2.2 of these Terms and Conditions; |
1.1.27 | “ Fundamental
Transaction ” has the meaning given to it
in Clause 2.5.15(a) of these Terms and Conditions; |
1.1.28 | “ Group ” means the Company and any company Controlled by the latter; |
1.1.29 | “ Holder ” means any person who holds one or more Warrants from time to time in accordance
with these Terms and Conditions; |
1.1.30 | “ Holders’
Representative ” has the meaning given to it in Clause 7.17 of these Terms and
Conditions; |
1.1.31 | “Holders Majority” has
the meaning given to it in Clause 7.8 of these Terms and Conditions; |
1.1.32 | “ Initial Exercise Period ” has the meaning given to it in Clause 2.2.1; |
3
1.1.33 | “ Investors ” means Inflection Point and [●]; |
1.1.34 | “ Inflection Point ” means Inflection Point Fund I, LP; [●]; |
1.1.35 | “ Issue Date ” has the meaning set forth in Clause 2.1.2 of these Terms and Conditions; |
1.1.36 | “ Issuer ” means the Company, as further described in the recitals of these Terms and Conditions; |
1.1.37 | “ Listing ” means the first listing ( cotation ) of all or part of the Shares (or
of American Depositary Shares or American Depositary Receipts representing them) on an internationally recognized investment exchange
and/or regulated market of the United States of America (or other investment exchange approved by the Company), it being specified that
Euronext Growth is not a regulated market and shall not qualify as an internationally recognized investment exchange for the purposes
hereof unless approved by the Company; |
1.1.38 | “ Masse ”
has the meaning given to it in Clause 7.16 of these Terms and Conditions; |
1.1.39 | “Measurement Price” has
the meaning given to it in Clause 2.5.11 of these Terms and Conditions; |
1.1.40 | “ Merger ” means a “ fusion ” under Articles L. 236-1 et seq. of the French
Commercial Code ( Code de commerce ) for mergers between entities headquartered in France and L. 236-25 et seq. of the French Commercial
Code ( Code de commerce ) for the international mergers involving the Company, in which the Shares outstanding immediately prior
to such merger would not be converted into or exchanged for at least a majority of the outstanding shares of the surviving entity; |
1.1.41 | “New Issuance Price” has the meaning given to it in Clause 2.5.12 of these Terms and
Conditions; |
1.1.42 | “Net Share Settlement”
has the meaning given to it in Clause 4.3.1 of these Terms and Conditions; |
1.1.43 | “ New Purchaser ” has the meaning given in paragraph 2.2.6; |
1.1.44 | “ New Warrants ” has the meaning given in paragraph 2.2.6; |
1.1.45 | “Options” means any rights, warrants or options to subscribe for or purchase Shares
or Convertible Securities; |
1.1.46 | “Option Value” means the value of an Option based on the Black-Scholes Option Pricing
model obtained from the “OV” function on Bloomberg determined as of (A) the Trading Day prior to the public announcement of
the issuance of the applicable Option, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following
the issuance of the applicable Option if the issuance of such Option is not publicly announced, for pricing purposes and reflecting (i)
a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as
of the applicable date of determination, (ii) an expected volatility equal to the greater of 100% and the 100 day volatility obtained
from the HVT function on Bloomberg as of (A) the Trading Day immediately following the public announcement of the applicable Option if
the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable Option if
the issuance of such Option is not publicly announced, (iii) the underlying price per share used in such calculation shall be the highest
weighted average price of the Shares during the period beginning on the Trading Day prior to the execution of definitive documentation
relating to the issuance of the applicable Option and ending on (A) the Trading Day immediately following the public announcement of such
issuance, if the issuance of such Option is publicly announced or (B) the Trading Day immediately following the issuance of the applicable
Option if the issuance of such Option is not publicly announced, (iv) a zero cost of borrow and (v) a 360 day annualization factor, provided,
however, in case any Option is issued in connection with the issue or sale of other securities of the Company, together comprising one
integrated transaction, in no event shall the Option Value exceed a fraction of the aggregate consideration received (excluding the minimum
aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained
therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options, or in the case of
Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible
Securities) equal to (1) the number of Shares underlying such Option divided by (2) the total number of Shares issued or issuable in the
integrated transaction (including the number of shares underlying such Option); |
4
1.1.47 | “ Ordinary Shares ” means the ordinary shares ( actions ordinaires ) of the Company
excluding, for the avoidance of doubt, any class of preferred shares; |
1.1.48 | “ Parties ” or a “ Party ” means the Company and the Holders, as applicable; |
1.1.49 | “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other
entity of any kind. |
1.1.50 | “Proceeding” means action, claim, suit, investigation or proceeding, whether commenced
or threatened; |
1.1.51 | “ Purchase Agreement ” means the securities purchase agreement, dated the date hereof,
between the Company and certain original Holders with respect to the Convertible Bonds and the Warrants, as amended, modified or supplemented
from time to time in accordance with its terms. |
1.1.52 | “Redemption Date” has
the meaning given to it in Clause 4.2.1(a) of these Terms and Conditions; |
1.1.53 | “Redemption Notice” has
the meaning given to it in Clause 4.1 of these Terms and Conditions; |
1.1.54 | “Redemption Trigger Price”
means USD 18.00 (or its equivalent based on the European Central Bank reference exchange rate applicable on each relevant Trading Day),
subject to adjustment in accordance with Clause 2.5.1 of these Terms and Conditions; |
1.1.55 | “ Registration Rights Agreement ” means the Registration Rights Agreement among the Company,
the initial Holders of the Warrants and the other parties thereto; |
1.1.56 | “ Round ” means any equity financing, including convertible debt financing, conferring
ownership, immediately or not, of the share capital of the Company, by issue, in any form, of Shares or securities of the Company (except
any operation reserved to the employees or mandataires sociaux or consultants of the Company or through the exercise of outstanding
securities including, for the avoidance of doubt the Warrants); |
1.1.57 | “ Securities ” refers to (i) Shares, (ii) any other equity securities, debt instruments,
or other issued securities whose issue confers ownership of any part of the share capital, voting rights, immediately or in the future,
including in particular, options to subscribe to or purchase Shares and equity warrants ( bons de souscription d’actions ) and founders’
warrants ( bons de souscription de parts de créateur d’entreprise ), and (iii) any right to be allotted, subscribe to,
or any right of priority pertaining to the aforementioned Shares, securities or rights, whether or not attaching to such Shares, securities
or rights; |
1.1.58 | “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder; |
5
1.1.59 | “ Standard Settlement Period ” means the standard settlement period, expressed in a number
of Trading Days, on the Company’s primary Trading Market with respect to the Shares as in effect on the date of delivery of the
Notice of Exercise; |
1.1.60 | “ Share(s) ” means the Ordinary Shares ( actions ordinaire ), existing or future,
issued by the Company in representation of its capital and outstanding as at the relevant date irrespective of their class or category; |
1.1.61 | “ Share Equivalents ” means any securities of the Company which would entitle the holder
thereof to acquire at any time Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Shares,
and any securities of the Company that when paired with one or more other securities of the Company or another entity entitles the holder
thereof to receive, Shares; |
1.1.62 | “ Share Sale ” means a sale ( vente ), for any reason, of a number of Shares of the
Company leading to a Change of Control; |
1.1.63 | “ Shareholder ” means any person who holds at least one Share of the Company; |
1.1.64 | “ Shareholders’ Decision ” means the decision held on [●] 2026 by the Shareholders
relating to the issuance of the Warrants; |
1.1.65 | “ Strike Price ” means USD 12.00; provided that the Strike Price shall be subject to adjustment
in accordance with Clause 2.5 of these Terms and Conditions; |
1.1.66 | “ Subscription Price ” has the meaning given to it in Clause 2.3.1 of these Terms and Conditions; |
1.1.67 | “ Subscription Rights ” means the rights conferred by a Warrant to subscribe for Shares
in accordance with the provisions of these Terms and Conditions; |
1.1.68 | “ Successor
Entity ” has the meaning given to it in Clause 2.5.15(c) of these Terms and Conditions; |
1.1.69 | “Third Party” means any person who is not a Shareholder; |
1.1.70 | “Trading Day” means a
day on which the relevant regulated market or investment exchange on which the Shares are listed is open for trading; |
1.1.71 | “Trading Market” means any of the following markets or exchanges on which the Shares
is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq
Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing); |
1.1.72 | “Transaction Documents” means the Warrants and the Registration Rights Agreement, and
all exhibits and schedules thereto; |
1.1.73 | “ Transfer ” refers to any transaction pursuant to which, immediate or future ownership
title, co-ownership, bare ownership or usufruct of Securities held by a Party is transferred, for any reason whatsoever, with or without
consideration including in particular, further to a sale, assignment of a preferential right to subscribe or waiver of such right to the
benefit of a specified person, donation, transfer in lieu of payment ( dation en paiement ), settlement, exchange, Securities lending
transaction, dismemberment, public auction, partial asset contribution ( apport partiel d’actifs ), Merger, Demerger or any combination
thereof; |
1.1.74 | “ Transfer Agent ” means [Continental Stock Transfer & Trust Company], the current
transfer agent of the Company, and any successor transfer agent of the Company; |
6
1.1.75 | “ Underlying Shares ” means the Shares issuable upon conversion of the Convertible Bonds
or exercise of the Warrants; |
1.1.76 | “ Valuation Event ” has the meaning given to it in Clause 2.5.12(c)(ii) of these Terms
and Conditions; |
1.1.77 | “VWAP” means, for any
date, the price determined by the first of the following clauses that applies: (a) if the Shares is then listed or quoted on a Trading
Market, the daily volume weighted average price of the Shares for the 20 Trading Day preceding such date (or the nearest preceding date)
on the Trading Market on which the Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New
York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of
the Shares for the 20 Trading Days preceding such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Shares
are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Shares are then reported in The Pink Open Market (or
a similar organization or agency succeeding to its functions of reporting prices), the average of the highest closing bid price per Share
and the lowest closing ask price per Share for the 20 Trading Days preceding such date, or (d) in all other cases, the fair market value
of a Share as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants issued
on the Initial Exercise Date and then outstanding, and reasonably acceptable to the Company, the fees and expenses of which shall be paid
by the Company; |
1.1.78 | “VWAP Reset” means
the one-time adjustment to the Strike Price occurring on the VWAP Reset Date in accordance with Clause 2.5.11 of these Terms
and Conditions ; |
1.1.79 | “VWAP Reset Date” means
the date falling six (6) months after the Issue Date; |
1.1.80 | “VWAP Reset Period” means
the period of twenty (20) consecutive Trading Days commencing on the VWAP Reset Date; |
1.1.81 | “VWAP Reset Floor” means seven United States Dollars and eighty cents (USD 7.80) per
Share (or its Euro equivalent based on the European Central Bank reference exchange rate applicable on the VWAP Reset Date), subject to
adjustment in accordance with Clause 2.5.1 of these Terms and Conditions; |
1.1.82 | “ Warrant Register ” has the meaning given to it in Clause 5.4 of these Terms and Conditions; |
1.1.83 | “ Warrants ” means the bons de souscription d’actions ordinaire s to be issued by
the Company to the Investors pursuant to the provisions of these Terms and Conditions and the provisions of articles L. 228-91 et seq.
of the French Code de commerce ; |
1.1.84 | “ Warrant Amount ” has the meaning set forth in Clause 2.1.1 of these Terms and Conditions; |
1.1.85 | “Warrant Redemption”
has the meaning given to it in Clause 4.1 of these Terms and Conditions; |
1.1.86 | “ Warrant Shares ” means the Ordinary Shares subscribed by the Holder as a result of the
exercise of the Exercisable Warrants; |
1.1.87 | “ Winding-Up ” means the occurrence of any of the following events: (i) an order is made
or an effective resolution passed for the winding up or dissolution of one of the members of the Group (other than a winding up for the
purposes of amalgamation or reconstruction) whether voluntarily or involuntarily; (ii) an encumbrancer other than the beneficiary of the
pledges granted upon granting of the Loan takes possession or an administrator, receiver or administrative receiver is appointed over
the whole or a material part of the assets or undertaking of any member of the Group (and for this purpose a part of the assets or undertaking
shall be material if the value thereof exceeds 10% of the value of the gross assets of the Group as determined by reference to the latest
published consolidated audited accounts of the Issuer subject to any adjustments as the Issuer’s auditors for the time being (acting as
experts and not as arbitrators) may consider necessary); (iii) the Company is unable to pay its debts within the meaning of Article L.
631-1 of the French Commercial Code ( Code de commerce ) or any statutory modification or re-enactment thereof or certifies that
it is unable to pay any of its debts as and when they fall due; or (iv) the passing of a resolution for a solvent Winding-Up of the Company; |
7
1.2 | In these Terms and Conditions, except as otherwise provided or where clearly inconsistent, words importing
the singular include the plural and vice versa; words denoting gender include every gender; words denoting persons include bodies corporate
or unincorporated. |
2 | TERMS AND CONDITIONS OF THE WARRANTS |
2.1 | Warrants |
2.1.1 | The Investors shall be granted Warrants to subscribe to [125% of
the total number of Shares into which the Convertible Bond is convertible into on the Issue Date
in accordance with the terms of these Terms and Conditions] 1 Shares. |
| 2.1.2 | The Warrants shall be issued free from all Encumbrances in registered form, other than those resulting
from applicable securities laws. The Company shall treat the Holders as the absolute owner of the Warrants issued to it and accordingly
the Company shall not be bound to recognize any equitable or other claim to or interest in such Warrants from any other person. Notwithstanding
any provision to the contrary in this Agreement, no Holder may assign, transfer, pledge or otherwise dispose of, directly or indirectly,
all or any portion of the Warrants or Subscription Rights (but excluding the Warrant Shares issued upon exercise of the Warrants) to any
Person, without the prior written consent of the Company, which consent shall not be unreasonably withheld. For the avoidance of doubt,
the Warrants, Subscription Rights and the Warrant Shares may only be assigned, transferred, pledged or otherwise disposed of in compliance
with US state and federal securities laws. |
2.1.3 | The Holder, by the acceptance hereof, represents and warrants that it is acquiring the Warrants and, upon
any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing
or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except
pursuant to sales registered or exempted under the Securities Act. |
2.1.4 | The Warrants do not entitle the Holder to any voting rights, dividends or other rights as a shareholder
of the Issuer prior to the exercise hereof as set forth in Clause 2.2, except as otherwise expressly set forth herein. |
2.1.5 | The Holder acknowledges that the Warrant Shares acquired upon the exercise of the Warrants, if not registered
will have restrictions upon resale imposed by state and federal securities laws. |
2.2 | Exercise of the Warrants |
2.2.1 | The Holders will be able to exercise all or part of their Warrants (the “ Exercisable Warrants ”)
at any time on or after the Issue Date (the “ Initial Exercise Date ”) and on or prior to 5:00 p.m. (Central European
time) on the earlier of (i) [the 5 th anniversary of the Issue Date] and (ii) the Redemption Date (the “ Termination
Date ”) but not thereafter (the “ Initial Exercise Period ”). |
2.2.2 | Subject to Clause 2.1.1, the Subscription Rights conferred by the Exercisable Warrants may be exercised
in whole or in part (on one or more occasions) (without prejudice to the non-Exercisable Warrants) by the Holder at any time during the
Initial Exercise Period by delivery to the Company (or such other office or agency that the Company may designate by notice in writing
to the registered Holders at the address of the Holder appearing on the books of the Company) as applicable, of a duly executed PDF copy
submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form set out in Annex 1 (“ Notice of Exercise ”)
(which includes an executed subscription form ( bulletin de souscription) in the form set out in Annex 2 ). Not later than
the number of Trading Days comprising the Standard Settlement Period following the date of exercise as aforesaid, the Holder shall deliver
to the Company the aggregate Subscription Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn unless the cashless exercise procedure specified in Clause 2.3.3 below is available and specified in the applicable Notice
of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required unless required by the transfer agent. The Holder and the Company shall maintain records showing
the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise
within one (1) Business Day of receipt of such notice; provided , that if such day shall be one on which commercial banks in Paris,
France are authorized or required by law to remain closed (“ France Holiday ”), then the Company shall have until the
next Business Day that is not a France Holiday to deliver such objection. |
1 | NTD: Number to be dropped in at the closing of the business
combination. |
8
2.2.3 | The Issuer undertakes that, subject to receipt of the Subscription Price for the Warrant Shares in respect
of which Subscription Rights are to be exercised upon completion of the exercise of the Warrants by the Holder in accordance with this
Clause 2 ( Terms and Conditions of the Warrants ), it shall allot and issue to the Transfer Agent to the Holder the Warrant Shares
constituted by such Warrants free from all Encumbrances, other than those resulting from the securities laws, and shall enter the name
of the Holder in the register of members of the Company in respect of the number of Warrant Shares issued to it (a) by crediting the account
of the Holder’s or its designee’s balance account with the Depository Trust Company through its Deposit or Withdrawal at Custodian
system if (i) the Company is then a participant in such system and (ii) there is an effective registration statement permitting the issuance
of the Warrant Shares to or resale of the Warrant Shares by the Holder, and otherwise (b) by physical delivery of a certificate (or reasonable
evidence of issuance by book-entry of ownership of the Warrant Shares) registered in the Company’s share register in the name of
the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address
specified by the Holder in the Notice of Exercise by the date that is the later of (i) the Standard Settlement Period after the delivery
to the Company of the Notice of Exercise, and (ii) one (1) Trading Day after delivery of the aggregate Subscription Price to the Company
(such date, the “ Warrant Share Delivery Date ”) provided , however , in any event, the Company
shall not be obligated to deliver Warrant Shares until it has received the aggregate Subscription Price therefor; provided ,
further , that, if the Warrant Share Delivery Date is on a France Holiday, then the Warrant Share Delivery Date shall be
deemed to be the next Business Day that is not a France Holiday. Upon delivery of the Notice of Exercise, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which the Warrants has been exercised,
irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Subscription Price (other
than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days
comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent
that is a participant in the FAST program so long as the Warrants remain outstanding and exercisable. |
2.2.4 | The Warrant Shares issued on exercise of the Subscription Rights shall rank pari passu with the
other Shares of the same class as the Warrant Shares so issued (and shall benefit from all of the same rights attached to those Shares
including, but without limitation, as to any liquidation preference). |
2.2.5 | For the avoidance of doubt, the Subscription Rights attached to the Exercisable Warrants may be exercised
by the Holder at any time and on any one or more occasions during the Initial Exercise Period. |
2.2.6 | If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant
by the Warrant Share Delivery Date (subject to receipt of the aggregate Subscription Price for the applicable exercise (other than in
the case of a cashless exercise)), then the Holder will have the right to rescind such exercise prior to the delivery of the Warrant Shares. |
9
2.2.7 | In the event that the entire issued share capital of the Company is Transferred or is to be Transferred
where as a result of such sale the shareholders of the Company would hold shares in the capital of the acquirer of the Company (the “ New
Purchaser ”) entitling the shareholders of the Company to Control the New Purchaser within the meaning of Article L. 233-3 I.
of the French Commercial Code ( Code de commerce ), provided that (i) the Warrants have not been exercised and completed prior to
the date of such sale and (ii) the New Purchaser is not a publicly listed company, the Company shall use all reasonable endeavours to
procure that the New Purchaser issues warrants to the Holders in place of Warrants under these Terms and Conditions on terms approved
by the Holders, substantially similar to the terms of these Terms and Conditions and with the same economic benefit to the Holders (the
“New Warrants” ). Upon issue of the New Warrants, the Warrants under these conditions shall lapse. |
2.2.8 | If during the Initial Exercise Period a Winding-Up occurs, the Holder shall, in respect of its unexercised
Subscription Rights, be treated as if it had fully exercised its outstanding Subscription Rights on the day immediately preceding the
happening of the Winding-Up and shall receive out of the surplus assets of the Issuer available in the liquidation such sum as it would
have received if it had been registered as the holder of the number of fully paid Warrant Shares for which it is entitled to subscribe
after the deduction from such sum of a sum equal to the Subscription Price in respect of those Warrant Shares. |
2.2.9 | Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails for any reason unrelated to the actions of the Holder or its Affiliates
to deliver to a Holder the applicable Warrant Shares by the Warrant Share Delivery Date pursuant to Clause 2.2.3, and if after such Share
Delivery Date such Holder is required by its brokerage firm to purchase (in an open market transaction or otherwise), or the Holder’s
brokerage firm otherwise purchases, Shares to deliver in satisfaction of a sale by such Holder of the Warrant Shares which such Holder
was entitled to receive upon the conversion relating to such Warrant Share Delivery Date (a “ Buy-In ”), then the Company
shall (A) pay in cash to such Holder (in addition to any other remedies available to or elected by such Holder) the amount, if any, by
which (x) such Holder’s total purchase price (including any brokerage commissions) for the Shares so purchased exceeds (y) the product
of (1) the aggregate number of Shares that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual
sale price at which the sell order giving rise to such purchase obligation was executed (excluding any brokerage commissions) and (B)
at the option of such Holder, either reissue (if surrendered) the Warrants equal to the aggregate value of the Warrants submitted for
exercise (in which case, such exercise shall be deemed rescinded) or deliver to such Holder the number of Shares that would have been
issued if the Company had timely complied with its delivery requirements under Clause 2.2.3. For example, if a Holder purchases Shares
having a total purchase price of USD$11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with respect to which
the actual sale price of the Warrant Shares (including any applicable brokerage commissions) giving rise to such purchase obligation was
a total of USD$10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay such Holder USD$1,000.
The Holder shall provide the Company written notice indicating the amounts payable to such Holder in respect of the Buy-In and, upon the
request of the Company, evidence of the amount of such loss. If a Holder purchases Ordinary Shares having a total purchase price of USD$9,000
to cover a Buy-In with respect to an attempted exercise of Warrants with respect to which the actual sale price of the Warrant Shares
(including any applicable brokerage commissions) giving rise to such purchase obligation was a total of USD$10,000, under clause (A) of
the preceding sentence, the Company shall not be required to pay Holder any amount. For the avoidance of doubt, in the event of a Buy-In,
the Holder shall use commercially reasonable efforts to purchase Shares at the lowest available price, paying the lowest reasonably available
brokerage commission. The Holder shall provide the Company written notice indicating the amounts payable to such Holder in respect of
the Buy-In and evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect
to the Company’s failure to timely deliver Warrant Shares upon exercise of the Warrants as required pursuant to the terms hereof. |
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2.3 | Exercise of the Warrant Shares |
2.3.1 | The subscription price to be paid in cash to the Company under the Warrants for each of the Warrant Shares
(the “ Subscription Price ”) shall, at the absolute discretion of the Holder, be either: |
| (a) | the Strike Price; or |
| (b) | in the case of a Corporate Event where the Holder would receive cash proceeds equal to at least the aggregate
Strike Price for the Warrant Shares, then in lieu of cash payment in respect of the Strike Price for the Warrant Shares, a written undertaking
by the Holder to the Company to pay the aggregate Strike Price for the Warrant Shares out of the proceeds payable to the Holder (as applicable)
on completion of such Corporate Event, and an irrevocable instruction to the Company to retain an amount equal to the aggregate Strike
Price from such proceeds. |
No fractional shares
or scrip representing fractional shares shall be issued upon the exercise of the Warrants. As to any fraction of a share which the Holder
would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect
of such final fraction in an amount equal to such fraction multiplied by the Subscription Price or round up to the next whole share.
2.3.2 | Voluntary Adjustment By Issuer . Subject to the rules and regulations of the Trading Market, the
Issuer may at any time during the term of the Warrants, reduce the then current Strike Price to any amount and for any period of time
deemed appropriate by the board of directors of the Company. |
| 2.3.3 | Cashless Exercise . If at any time after the six (6) month anniversary of the Issue Date, (x) the
Warrants Shares issuable upon exercise of a Warrant would be (i) “restricted securities” as defined in Rule 144 or (ii) the
Holder is an Affiliate of the Company and (y) there is no effective registration statement registering, or the prospectus contained therein
is not available for the resale of the Warrant Shares by the Holder, then such Warrant may also be exercised, in whole or in part, at
such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal
to the quotient obtained by dividing ((A-B) multiplied by (X)) by (A), where: |
|
(A) = | as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Clause
2.2.2 hereof on a day that is not a Trading Day, (2) both executed and delivered pursuant to Clause 2.2.2 hereof on a Trading Day prior
to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day or (3) executed during “regular trading hours” on a Trading Day and is delivered within two (2)
hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day), or (ii) the
VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise
is both executed and delivered pursuant to Clause 2.2.2 hereof after the close of “regular trading hours” on such Trading
Day; |
|
(B) = | the Strike Price of such Warrant, as adjusted hereunder; and |
|
(X) = | the number of Warrant Shares that would be issuable upon
exercise of such Warrant in accordance with these Terms and Conditions if such exercise were by means of a cash exercise rather than
a cashless exercise. |
If Warrant Shares
are issued in such a cashless exercise, the Parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,
the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being
issued may be tacked on to the holding period of such Warrants. The Company agrees not to take any position contrary to this Clause 2.3.3.
11
2.3.4 | Holder’s Exercise Limitations . The Holder may notify the Company in writing in the event
it elects to be subject to the provisions contained in this Clause 2.3.4; however, the Holder shall not be subject to this Clause 2.3.4
unless he, she or it makes such election. If the election is made, the Company shall not effect any exercise of the Warrants held by such
Holder, and a Holder shall not have the right to exercise any portion of such Warrants, pursuant to Clause 2.3 or otherwise, to the extent
that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with
the Holder’s Affiliates, and any Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such
Persons, “ Attribution Parties ”)) would beneficially own in excess of 4.9%, 9.9%, 19.9% (or such other amount as the
Holder may specify) (the “ Beneficial Ownership Limitation ”). For purposes of the foregoing sentence, the number of
Shares beneficially owned by the Holder, its Affiliates and Attribution Parties shall include the number of Shares issuable upon exercise
of the Warrants with respect to which such determination is being made, but shall exclude the number of Shares which would be issuable
upon (i) exercise of the remaining, nonexercised portion of the Warrants beneficially owned by the Holder or any of its Affiliates or
Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any other Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained
herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence,
for purposes of this Clause 2.3.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that
such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Clause 2.3.4 applies, the determination of whether
the Warrants are exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and, of which portion of the Warrants is exercisable up to the Beneficial Ownership Limitation shall be in the sole discretion of the
Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s good faith determination of whether the Warrants
are exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of the Warrants is exercisable, in each case, subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination and shall have no liability for exercises of a Warrant that are not in compliance
with the Beneficial Ownership Limitation. In addition, a determination as to any group status as contemplated above shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder and the Company shall have no
obligation to verify or confirm the accuracy of such determination and shall have no liability for exercises of the Warrants that are
not in compliance with the Beneficial Ownership Limitation. For purposes of this Clause 2.3.4, in determining the number of outstanding
Shares, a Holder may rely on the number of outstanding Shares as reflected in (A) the Company’s most recent periodic or annual report
filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice
by the Company or the Company’s transfer agent setting forth the number of Shares outstanding. Upon the written request of a Holder,
the Company shall within two (2) Trading Days confirm in writing to the Holder the number of Shares then outstanding. In any case, the
number of outstanding Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including
the Warrants, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Shares was
reported. By written notice to the Company, the Holder may from time to time increase or decrease the Beneficial Ownership Limitation
applicable to the Holder, provided, however, that any such increase in the Beneficial Ownership Limitation will not be effective until
the sixty-first (61st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Clause 2.3.4 to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of any Warrant. Upon request by the Company, the Holders will promptly provide to the Company written evidence detailing their
holdings in securities of the Company, which the Company is entitled to rely upon for purposes of this Clause 2.3.4. |
2.3.5 | Charges, Taxes and Expenses . Issuance of Warrant Shares shall be made without charge to the Holder
for any documentary stamp or similar taxes or other incidental expense in respect of the issuance of such Warrant Shares, all of which
taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided , however , that, in the event that Warrant Shares are to be issued in a
name other than the name of the Holder, a Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
as Annex 3 duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse
it for any documentary stamp or similar taxes incidental thereto. The Company shall not be required to pay any such tax that may be payable
in respect of any subsequent transfer or sale of the Warrants Shares in connection with transactions carried out by the Holders. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares
pursuant to these Terms and Conditions. |
12
2.3.6 | Closing of Books . The Company will not close its stockholder books or records in any manner intended
to prevent the timely exercise of a Warrants, pursuant to these Terms and Conditions. |
2.4 | Duration of Exercise of the Warrants |
2.4.1 | The Warrants may be exercisable at any time during the Initial Exercise Period. The Subscription Rights
and Warrants shall not lapse on the occurrence of a Corporate Event and shall be exercisable (in accordance with the terms of these conditions)
prior to, upon or following a Corporate Event. |
2.4.2 | The Company shall give the Holder not less than [●] Business Days advance notice in writing of the
proposed occurrence of a Corporate Event. The notice shall state the date or planned approximate date on which the Corporate Event shall
take place and the number of Warrant Shares that the Holder shall be entitled to subscribe for under the Warrants on or before the Corporate
Event (if applicable); provided that, notwithstanding the foregoing, any notice delivery requirement hereunder shall also be deemed satisfied
by filing or furnishing such communication with the Commission via the EDGAR system; provided, further, that the failure to deliver such
notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. Any delay in giving such notice to the Issuer in relation to a Corporate Event shall not prevent the Holder from exercising
the Warrant before such a Corporate Event. |
2.4.3 | When the Holder is notified of a proposed Corporate Event pursuant to Clause 2.4.2, the Holder shall have
the right to subscribe for the number of Warrant Shares calculated as set forth in Clause 2.3 ( Exercise of Warrant Shares )
hereinafter. |
2.5 | Certain Adjustments; Protection of the Warrant Holder |
2.5.1 | Stock Dividend and Splits . If the Company at any time while the Warrants are outstanding: (i) pays
a stock dividend or otherwise makes a distribution or distributions on its Shares (which, for avoidance of doubt, shall not include any
Shares issued by the Company upon exercise of the Warrants or any cash distributions), (ii) subdivides outstanding Shares into a larger
number of shares, (iii) combines (including by way of a reverse stock split) outstanding Shares into a smaller number of Shares, or (iv)
issues by reclassification of shares of the Shares any shares of capital stock of the Company, then in each case the Subscription Price
shall be multiplied by a fraction of which the numerator shall be the number of Shares (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of Shares outstanding immediately after such event, and
the number of shares issuable upon exercise of the Warrants shall be proportionately adjusted such that the aggregate Subscription Price
of the Warrants shall remain unchanged. Any adjustment made pursuant to this Clause 2.5.1 shall become effective immediately after the
record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or re-classification. |
13
2.5.2 | The Holders’ rights to subscribe for Warrant Shares through the Warrants will benefit from anti-dilution
and down Round protection in accordance with the provisions set out in Clauses 2.5.3 to 2.5.13 below. |
2.5.3 | Notwithstanding anything to the contrary in the Terms and Conditions, the preservation of the rights of
the Holder of the Warrants in the event of future financial or other transactions involving the Company shall be governed by the provisions
of Articles L. 228-98 to L. 228-106 of the French Commercial Code ( Code de commerce ). |
2.5.4 | In particular, in the event that the Company would (i) proceed to the issuance in any form of instruments
giving rights to subscribe to the capital of the Company in the conditions set forth in the abovementioned French Commercial Code ( Code
de commerce ) Articles, with a preferred right of subscription to its Shareholders, or (ii) distribute its reserves, in cash or in-kind
and premium (“ prime d’émission ”), or (iii) amend the distribution of its profit by the creation of preferred Shares,
the Company shall take all necessary measures to preserve the rights of the Holder in compliance with the provisions of Article L. 228-99
of the French Commercial Code ( Code de commerce ) (paragraphs 1 and 3). It is agreed between the Parties that in case of new issuance
of Shares of the Company with a preferred right of subscription to its Shareholders, the Issuer must therefore, in accordance with the
provisions of Article L. 228-99 of the French Commercial Code ( Code de commerce ), either: |
| (a) | allow the Holder to exercise its Warrants if the Initial Exercise Period stipulated in the present terms
and conditions is not already open or if the conditions of the exercise of the Subscription Rights are not entirely fulfilled, such that
the Holder may immediately participate in the planned transactions or benefit from them, or |
| (b) | carry out an adjustment to the subscription conditions initially stipulated, in such a way as to take
into account the impact of the planned transactions. |
2.5.5 | In any case, the Company shall use its commercially reasonable efforts to ensure that the method and the
adjustment retained by the Company shall be upheld, as the case may be, by the statutory auditors of the Company. |
2.5.6 | In the event of a reduction of capital motivated by losses and carried-out through reduction of the nominal
value or the number of Shares making up the Company’s share capital, the Holder’s rights shall be reduced as a consequence, as if it had
exercised its Warrants before the date on which the reduction of capital became definitive. |
2.5.7 | In the event of a reduction of capital motivated by losses and carried-out by the diminution of the nominal
amount of the Company’s Shares, the Subscription Price of the Warrant Shares to which the Warrants give right shall not vary, the premium
(“ prime d’émission ”) being increased by the diminution of the nominal amount. |
2.5.8 | In the event of a reduction of capital not motivated by losses and carried-out by the diminution of the
number of Shares of the Company, the Holder of the Warrants, if it exercises its Warrants in compliance with the provisions of these Terms
and Conditions, shall be able to exercise its Subscription Rights before such a share capital decrease, so as to benefit of the share
capital decrease. |
2.5.9 | In the event of a reduction of capital not motivated by losses and carried-out by the diminution of the
nominal amount of the Shares of Company, the Subscription Price of the Warrant Shares shall be reduced in consequence as if such Holder
would have been Shareholder at the date of issuance of the Warrants. |
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2.5.10 | Notwithstanding the above, if an Adjustment Event takes place after the Issue Date but prior to the exercise
of the Subscription Rights, then all the Warrant Shares which shall derive (whether directly or indirectly) from the Warrants shall be
deemed to be subject to such Adjustment Event (assuming for the purposes of calculating the adjustment to be made that the Warrants had
been exercised in full immediately prior to such Adjustment Event) so that references in these Terms and Conditions to the Warrant Shares
and the Subscription Price shall be appropriately adjusted to take account of such Adjustment Event in accordance with article R. 228-91
of the French Commercial Code ( Code de commerce ). |
2.5.11 | VWAP Reset . On the VWAP Reset Date, the Strike Price then in effect shall be adjusted downward
on a one-time basis to reflect the VWAP of the Shares during the VWAP Reset Period (the “ VWAP Reset ” and such adjusted
price, the “ Measurement Price ”), subject to the following: |
| (a) | the adjusted Strike Price shall be equal to the Measurement Price; |
| (b) | notwithstanding paragraph (a) above, if the VWAP calculated over the VWAP Reset Period is lower than the
VWAP Reset Floor, then the adjusted Strike Price shall be equal to the VWAP Reset Floor; |
| (c) | the VWAP Reset shall apply only if (i) the Warrants have not been exercised prior to the end of the VWAP
Reset Period and (ii) the Strike Price immediately prior to the VWAP Reset Date is greater than the Measurement Price; |
| (d) | the Company shall notify the Holder in writing of the adjusted Strike Price within five (5) Business Days
following the end of the VWAP Reset Period; and |
| (e) | for the avoidance of doubt, following the VWAP Reset, all references to the Strike Price in these Terms
and Conditions shall be deemed to refer to the adjusted Strike Price (subject always to any further adjustments in accordance with this
Clause 2.5). |
2.5.12 | Adjustment Upon Issuance of Shares. If and whenever on or after the date hereof, the Company issues
or sells, or in accordance with this Clause 2.5.12 is deemed to have issued or sold, any Shares (including the issuance or sale of Shares
owned or held by or for the account of the Company, but excluding Shares issued or sold, or deemed to have been issued or sold, by the
Company in connection with any Exempt Issuance) for a consideration per share (the “ New Issuance Price ”) less than
the Strike Price then in effect (each such issue, sale or deemed issuance or sale, a “ Dilutive Issuance ”), where the
aggregate amount of consideration received by the Company, together with all prior issuances and sales conducted for the purpose of raising
capital by the Company on or after the date hereof that were excluded from this Clause 2.5.12 by this clause, exceeds USD 500,000, then
immediately after such Dilutive Issuance, the Strike Price then in effect shall be reduced to an amount equal to the New Issuance Price. |
For purposes of determining
the adjusted Strike Price under this Clause 2.5.12, the following shall be applicable:
| (a) | Options and Convertible Securities . The consideration per Share received by the Company for Shares
deemed to have been issued pursuant to Clause 2.5.12(b), relating to Options and Convertible Securities, shall be determined by dividing: |
| (i) | the total amount, if any, received or receivable by the Company as consideration for the issue of such
Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating
thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon
the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by |
| (ii) | the maximum number of Shares (as set forth in the instruments relating thereto, without regard to any
provision contained therein for a subsequent adjustment of such number) deemed to be issued pursuant to Clause 2.5.12(b) upon the issuance
of such Options or Convertible Securities. |
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| (b) | Deemed Issuance of Options and Convertible Securities . |
| (i) | If the Company at any time or from time to time shall issue any Options or Convertible Securities or shall
fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities,
then the maximum number of Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability,
convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable
upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be outstanding and to have been issued as of the time of such issue or, in case such a record date shall
have been fixed, as of the close of business on such record date. |
| (ii) | If the purchase price provided for in any Options, the additional consideration, if any, payable upon
the issue, conversion, exercise or exchange of any Convertible Securities, or the rate at which any Convertible Securities are convertible
into or exercisable or exchangeable for Shares increases or decreases at any time, (other than (x) proportional changes in conversion
or exercise prices, as applicable, in connection with an event referred to in Clause 2.5.1 above and (y) automatic adjustments to such
terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security which are not more favorable to the holder
thereof than the anti-dilution and similar provisions set forth herein), the Strike Price in effect at the time of such increase or decrease
shall be adjusted to the Strike Price, which would have been in effect at such time had such Options or Convertible Securities provided
for such increased or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be,
at the time initially granted, issued or sold. For purposes of this Clause 2.5.12(b)(ii), if the terms of any Option or Convertible Security
that was outstanding as of the Initial Exercise Date are increased or decreased in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the Shares deemed issuable upon exercise, conversion or exchange thereof shall be deemed
to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Clause 2.5.12 (b)(ii) shall be made if
such adjustment would result in an increase of the Strike Price then in effect. |
| (c) | Calculation of Consideration Received |
| (i) | In case one or more Option is issued in connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction, (x) each such Option will be deemed to have been issued for the Option Value of such Option
and (y) the other securities issued or sold in such integrated transaction shall be deemed to have been issued or sold for the difference
of (I) the aggregate consideration received by the Company less any consideration paid or payable by the Company pursuant to the terms
of such other securities of the Company, less (II) the Option Value of each such Options; provided, that, no Share shall be deemed to
have been issued for less than a fraction of the aggregate consideration received (excluding the minimum aggregate amount of additional
consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment
of such consideration) payable to the Company upon the exercise of any such Options, or in the case of Options for Convertible Securities,
the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities) equal to (A) one
divided by (B) the total number of Shares issued or issuable in the integrated transaction (including the number of shares underlying
any Options and Convertible Securities). |
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| (ii) | If any Shares, Options or Convertible Securities are issued or sold for a consideration other than cash,
the amount of such consideration received by the Company will be the fair value of such consideration, except where such consideration
consists of publicly traded securities, in which case the amount of consideration received by the Company will be the closing sale price
of such publicly traded securities on the date of receipt. If any Shares, Options or Convertible Securities are issued to the owners of
the non-surviving entity in connection with any merger in which the Company is the surviving entity, the amount of consideration therefor
will be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such
Shares, Options or Convertible Securities, as the case may be. The fair value of any consideration other than cash or publicly traded
securities will be determined jointly by the Company and the holders of a majority in interest of the Warrants issued on the Initial Exercise
Date and then outstanding. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring
valuation (the “ Valuation Event ”), the fair value of such consideration will be determined within five (5) Business
Days after the tenth (10th) day following the Valuation Event by an independent, reputable appraiser jointly selected by the Company and
the holders of a majority in interest of the Warrants issued on the Initial Exercise Date and then outstanding. The determination of such
appraiser shall be final and binding upon all parties absent manifest error and the fees and expenses of such appraiser shall be borne
by the Company. |
| (d) | Record Date . If the Company takes a record of the holders of Shares for the purpose of entitling
them (A) to receive a dividend or other distribution payable in Shares, Options or in Convertible Securities or (B) to subscribe for or
purchase Shares, Options or Convertible Securities, then such record date will be deemed to be the date of the issuance or sale of the
Shares deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of
the granting of such right of subscription or purchase, as the case may be. |
| (e) | Expiration or Termination of Options or Convertible Securities . Upon the expiration or termination
of any unexercised Option or unconverted or unexchanged Convertible Securities (or portion thereof) which resulted (either upon its original
issuance or upon a revision of its terms) in an adjustment to the Strike Price pursuant to the terms of Clause 2.5.12, the Strike Price
shall be readjusted to such Strike Price as would have obtained had such Option or Convertible Securities (or portion thereof) never been
issued. |
2.5.13 | Subsequent Rights Offerings. In addition to any adjustments pursuant to Clause 2.5.1 above, if
at any time after the Initial Exercise Date the Company grants, issues or sells any Share Equivalents or rights to purchase shares, warrants,
securities or other property pro rata to the record holders of any class of Shares (the “ Purchase Rights ”), then the
Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder
could have acquired if the Holder had held the number of Shares acquirable upon complete exercise of the Warrants (without regard to any
limitations on exercise hereof, including without limitation, any applicable Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding any applicable Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for
the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding any applicable Beneficial Ownership
Limitation). To the extent that the issue price of such Purchase Rights would result in an adjustment of the Strike Price pursuant to
Clause 2.5.1, such adjustment shall not occur to the extent the Holders were granted the right to acquire such Purchase Rights on the
applicable terms. |
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2.5.14 | Pro Rata Distributions. If the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of Shares, by way of return of capital or otherwise (including, without limitation,
any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate
rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”), at any time after the issuance
of the Warrants, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the
Holder would have participated therein if the Holder had held the number of Shares acquirable upon complete exercise of the Warrants (without
regard to any limitations on exercise hereof, including without limitation, any applicable Beneficial Ownership Limitation) immediately
before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders
of Shares are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder exceeding any applicable Beneficial Ownership Limitation, then
the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Shares as a
result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding any applicable Beneficial Ownership Limitation). |
2.5.15 | Fundamental Transaction |
| (a) | If, at any time while a Warrant is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its
subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition
of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender
offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Shares are permitted to sell,
tender or exchange their Shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or
recapitalization of the Shares or any compulsory share exchange pursuant to which the Shares are effectively converted into or exchanged
for other securities, cash or property (other than as a result of a stock split, combination or reclassification of Shares covered by
Clause 2.5.1), or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)
with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Shares (not including
any Shares held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or
party to, such stock or share purchase agreement or other business combination) or 50% or more of the voting power of the common equity
of the Company (each a “ Fundamental Transaction ”), then, upon any subsequent exercise of such Warrant, the Holder shall
have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence
of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Clause 2.3.4 on the exercise of such
Warrant), the number of Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any
additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental Transaction by
a holder of the number of Shares for which such Warrant is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Clause 2.3.4 on the exercise of such Warrant). |
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| (b) | For purposes of any such exercise, the determination of the Strike Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Share in such Fundamental
Transaction, and the Company shall apportion the Strike Price among the Alternate Consideration in a reasonable manner reflecting the
relative value of any different components of the Alternate Consideration. If holders of Shares are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of a Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event
of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable
at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the
public announcement of the applicable Fundamental Transaction), purchase a Warrant from the Holder by paying to the Holder an amount of
cash equal to the Black Scholes Value of the remaining unexercised portion of such Warrant on the date of the consummation of such Fundamental
Transaction; provided , that if holders of Shares of the Company are not offered or paid any consideration in such Fundamental Transaction,
such holders of Shares will be deemed to have received common stock or ordinary shares of the Successor Entity (which Successor Entity
may be the Company following such Fundamental Transaction) in such Fundamental Transaction. The payment of the Black Scholes Value will
be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the
Holder’s election and (ii) the date of consummation of the Fundamental Transaction; provided , that if such day shall be a
France Holiday, then the Company shall have until the next Business Day that is not a France Holiday to deliver such payment. |
| (c) | The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not
the survivor (the “ Successor Entity ”) to assume in writing all of the obligations of the Company under the Warrants
and the other Transaction Documents in accordance with the provisions of this Clause 2.5.15(c) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for a Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to such Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Shares acquirable and receivable upon
exercise of such Warrant (without regard to any limitations on the exercise of such Warrant) prior to such Fundamental Transaction, and
with a strike price which applies the Strike Price hereunder to such shares of capital stock (but taking into account the relative value
of the Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital
stock and such strike price being for the purpose of protecting the economic value of such Warrant immediately prior to the consummation
of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. |
2.5.16 | Calculations. All calculations under this Clause 2.5 shall be made to the nearest cent or the nearest
1/100th of a share, as the case may be. For purposes of this Clause 2.5, the number of Shares deemed to be issued and outstanding as of
a given date shall be the sum of the number of Shares (excluding treasury shares, if any) issued and outstanding. |
2.5.17 | Number of Warrant Shares. Simultaneously with any adjustment to the Strike Price pursuant to this
Clause 2.5, the number of Warrant Shares that may be purchased upon exercise of a Warrant shall be increased or decreased proportionately
so that after such adjustment the aggregate Strike Price payable hereunder for the adjusted number of Warrant Shares shall be the same
as the aggregate Strike Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained
herein). |
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2.5.18 | Notice to Holder. |
| (a) | Whenever the Strike Price is adjusted pursuant to any provision of this Clause 2.5, the Company shall
promptly deliver to the Holder by email a notice setting forth the Strike Price after such adjustment and any resulting adjustment to
the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. |
| (b) | Notice to Allow Exercise by Holder . If (A) the Company shall declare a dividend (or any other distribution
in whatever form) on the Shares, (B) the Company shall declare a redemption of the Shares, (C) the Company shall authorize the granting
to all holders of the Shares rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights,
(D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Shares, any consolidation
or merger to which the Company (or any of its subsidiaries) is a party, any sale or transfer of all or substantially all of its assets,
or any compulsory share exchange whereby the Shares are converted into other securities, cash or property, or (E) the Company shall authorize
the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall
cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant
Register of the Company, at least twenty (20) calendar days prior to the applicable record or effective date hereinafter specified, a
notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants,
or if a record is not to be taken, the date as of which the holders of the Shares of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer
or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Shares of record
shall be entitled to exchange their Shares for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided , that, notwithstanding the foregoing, any notice delivery requirement hereunder
shall also be deemed satisfied by filing or furnishing such communication with the Commission via the EDGAR system; provided , further ,
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided to the Holder in accordance with the terms of the
Warrants constitutes, or contains, material, non-public information regarding the Company or any of the subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K, unless determined by the Company that such
filing would be harmful to the Company at such time, in which case the Company shall file such 8-K as soon as is reasonably practicable
in its discretion. The Holder shall remain entitled to exercise the Warrants during the period commencing on the date of such notice to
the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. |
3 | REMEDIES AND WAIVERS |
No failure, delay or other relaxation
or indulgence on the part of the Holder or the Company to exercise any power, right or remedy shall operate as a waiver thereof nor shall
any single or partial exercise or waiver of any power, right or remedy preclude such party’s further exercise or the exercise of
any other power, right or remedy.
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4 | Warrant redemption |
4.1 | Redemption Right |
4.1.1 | Commencing on the first (1st) anniversary of the Issue Date, the Issuer may elect to redeem all outstanding
Warrants (the “ Warrant Redemption ”), in whole and not
in part, at any time while they are exercisable and prior to their expiration, by giving prior written notice to the Holder (the “ Redemption
Notice ”), at the price of €0.10 per Warrant (the “ Redemption Price ”), provided that all of the
following conditions are satisfied: |
| (a) | the last reported sale price of a Share equals or exceeds the Redemption Trigger Price for any twenty
(20) Trading Days within any thirty (30) consecutive Trading Day period ending no more than five (5) Business Days prior to the date of
the Redemption Notice; |
| (b) | such Shares are listed on an internationally recognized investment exchange and/or regulated market as
contemplated by the definition of Listing in these Terms and Conditions; and |
| (c) | such Shares are covered by a currently effective registration statement, not subject to any stop order,
from the date that the Redemption Notice is given through the Redemption Date. |
4.2 | Redemption Notice |
4.2.1 | The Redemption Notice shall specify: |
| (a) | the date on which the Warrant Redemption shall become effective (the “ Redemption
Date ”), which shall be no earlier than fifteen (15) Business Days following the date of the Redemption Notice; |
| (b) | evidence that the Redemption Trigger Price condition set forth in Clause 4.1.1(a) has been satisfied;
and |
| (c) | whether the Warrant Redemption will be settled by way of cash exercise or Net Share Settlement (as defined
below), in accordance with Clause 4.3 below. |
4.2.2 | The Redemption Notice shall be delivered by the Company not less than fifteen (15) Business Days prior
to the Redemption Date to the registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed, e-mailed or sent by facisimile shall be conclusively presumed to have been duly given whether or not the registered
Holder received such notice. |
4.3 | Settlement of the Warrant Redemption |
4.3.1 | If, at the time of the delivery of the Redemption Notice, the Holder (i) is subject to any trading blackout
period or similar trading restriction imposed by applicable law, regulation, or internal compliance policy, or (ii) has a regularly scheduled
trading blackout period or similar restriction that is reasonably expected to occur within thirty (30) days following the date of the
Redemption Notice, the Warrant Redemption shall be settled on a net share basis (the “ Net Share Settlement ”) in accordance
with Clause 4.3.2 below. |
4.3.2 | In the event of a Net Share Settlement: |
| (a) | the Issuer shall issue to the Holder such number of Shares as is determined in accordance with sub-clause
(b) below, and such issuance shall be made in accordance with the provisions of Articles L. 225-129 et seq. of the French Commercial Code
( Code de commerce ); |
| (b) | the number of Shares to be issued to the Holder shall be calculated as follows: |
| (i) | the Shares shall be issued at a cost basis equal to the volume-weighted average price (“ VWAP ”),
as defined by Bloomberg L.P. (or, if Bloomberg L.P. ceases to publish such data, another internationally recognized financial data provider
mutually agreed by the Parties), of the Shares on the relevant regulated market or investment exchange during the three (3) Trading Day
period commencing immediately prior to the date of the Redemption Notice; |
| (ii) | the number of Shares to be delivered shall be rounded down to the nearest whole Share; and |
| (c) | the Issuer shall issue and allot the Shares determined in accordance with this Clause 4.3.2 to the Holder
free from all Encumbrances and shall enter the name of the Holder in the register of members of the Company in respect of the number of
Shares so issued. |
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4.3.3 | If the Holder is not subject to any trading blackout period or similar trading restriction at the time
of the delivery of the Redemption Notice, the Warrant Redemption shall be settled in cash (the “ Cash
Settlement ”), and the following provisions shall apply: |
| (a) | the Holder shall have no less than thirty (30) Business Days from receipt of the Redemption Notice to
deliver to the Issuer the aggregate Strike Price payable in respect of all outstanding Exercisable Warrants by bank transfer to the bank
account designated by the Issuer in the Redemption Notice (the “ Cash
Settlement Period ”); |
| (b) | upon receipt of the aggregate Strike Price, the Issuer shall issue and allot the corresponding Warrant
Shares to the Holder in accordance with Clause 2.2.3 of these Terms and Conditions; and |
| (c) | if a trading blackout period or similar trading restriction affecting the Holder occurs during the Cash
Settlement Period, the deadline for delivery of the aggregate Strike Price by the Holder shall be automatically extended by a period of
thirty (30) Business Days following the end of such blackout period or restriction. |
4.4 | Exercise After Notice of Redemption. The Warrants may be exercised, for cash at any time after
notice of redemption shall have been given by the Company pursuant to Clause 4.2 hereof and prior to two (Business Days) prior
to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the Redemption Price. |
4.5 | Effect of Redemption |
4.5.1 | Upon completion of the Warrant Redemption in accordance with this Clause 4, all Warrants shall be deemed
to have been exercised and the Issuer shall have no further obligations to the Holder in respect of the Warrants (except for any antecedent
breaches under these Terms and Conditions). |
5 | Transfer of Warrant |
| 5.1 | Warrants, Warrant Shares and Subscription Rights shall be transferable by the Holders only in compliance
with state and federal securities laws and any other applicable laws and no Holder may assign, transfer, pledge or otherwise dispose of,
directly or indirectly, all or any portion of the Warrants or Subscription Rights (but excluding the Warrant Shares issued upon exercise
of the Warrants) to any Person, without the prior written consent of the Company, which consent shall not be unreasonably withheld. The
Warrants and the Warrant Shares may only be disposed of in compliance with US state and federal securities laws and applicable French
laws and regulations. In connection with any transfer of the Warrants or the Warrant Shares other than pursuant to an effective registration
statement or to the Company, the Company may require the transferor to provide to the Company an opinion of counsel selected by the transferor
and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to
the effect that such transfer does not require registration of the Warrants or the Warrant Shares under the Securities Act or French law. |
5.2 | Subject to Section 5.1, the Warrants and all rights hereunder (including, without limitation, any registration
rights) are transferable, in whole or in part, upon surrender of the Warrants at the principal office of the Company or its designated
agent, together with a written assignment of the Warrants substantially in the form attached hereto duly executed by the Holder or its
agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if
required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable,
and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing
the portion of the Warrant not so assigned, and the Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender a Warrant to the Company unless the Holder has assigned such Warrant in full,
in which case, the Holder shall surrender such Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers
an assignment form to the Company assigning such Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised
by a new holder for the purchase of Warrant Shares without having a new Warrant issued. |
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5.3 | A Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Clause 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with the Warrants except as to the number of Warrant Shares issuable pursuant thereto, and if applicable, shall reflect
any adjustment to the Strike Price prior to the date of such transfer or exchange. |
5.4 | The Company shall register the Warrants, upon records to be maintained by the Company for that purpose
(the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of a Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary. |
6 | Convertible Bonds |
6.1 | In connection with the issuance of the Warrants, the Company shall issue to each Holder bonds convertible
into Ordinary Shares ( obligations convertibles en actions ordinaires ) (the “ Convertible Bonds ”) upon the terms
and subject to the conditions set forth in the Purchase Agreement. |
6.2 | The Warrants are issued on a detached basis ( bon autonome ) from the Convertible Bonds, under those
Terms and Conditions approved by the shareholders of the Company, to which the bond holders expressly agreed to be bound. |
7 | MISCELLANEOUS |
7.1 | Each of the provisions of these Terms and Conditions is severable and distinct from the others and if
at any time one or more of such provisions is or becomes invalid, illegal or unenforceable the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be affected or impaired thereby. |
7.2 | The Warrants do not entitle the Holder to any voting rights, dividends or other rights as a shareholder
of the Company prior to the exercise, except as expressly set forth in Clause 2.5. |
7.3 | The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of a Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of a Warrant, shall not include the posting
of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver
a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate. |
7.4 | If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day. |
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7.5 | Subject to any applicable restrictions under French law regarding the holding of treasury shares ( actions
autodétenues ), the Company covenants that, during the period a Warrant is outstanding, it will reserve from its authorized
and unissued Shares a sufficient number of Shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase
rights under such Warrant (without regard to any limitation on exercise set forth herein and assuming an Strike Price equal to the lower
of (i) VWAP Reset Floor and (ii) the Strike Price then in effect). The Company further covenants that its issuance of a Warrant shall
constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the
purchase rights under such Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon
which the Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights
represented by a Warrant will, upon exercise of the purchase rights represented by such Warrant and payment for such Warrant Shares in
accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created
by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue). |
7.6 | Except and to the extent as waived or consented to by the Holders Majority (as defined below), the Company
shall not by any action, including, without limitation, amending its charter documents or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of a Warrant, but will at all times in good faith assist in the carrying out of all such terms and in
the taking of all such actions as may be necessary or appropriate to protect the rights of Holders as set forth in these Terms and Conditions
against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the
exercise of the Warrants and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from
any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under the
Warrants. |
7.7 | Before taking any action which would result in an adjustment in the number of Warrant Shares for which
a Warrant is exercisable or in the Strike Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto,
as may be necessary from any public regulatory body or bodies having jurisdiction thereof. |
7.8 | The Terms and Conditions Warrant may be modified, waived or amended or the provisions hereof waived with
the written consent of the Company and a majority (at least fifty and one-hundredth percent (50.01%)) of the Holders of Warrants then
outstanding (“ Holders Majority ”) or as otherwise required in accordance with the French commercial code. |
7.9 | No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of these Terms and Conditions, if the Company wilfully and knowingly fails to comply with any provision of these Terms and Conditions,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder. |
7.10 | No provision hereof, in the absence of any affirmative action by the Holder to exercise a Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for
the purchase price of any Shares or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company. |
7.11 | The Holders, in addition to being entitled to exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of its rights under these Terms and Conditions. The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of these Terms and Conditions and
hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate. |
7.12 | Subject to applicable securities laws, these Terms and Conditions and the rights and obligations evidenced
hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted
assigns of Holder. The provisions of these Terms and Conditions are intended to be for the benefit of any Holder from time to time of
a Warrant and shall be enforceable by the Holder or holder of Warrant Shares. |
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7.13 | In the event of any conflict, inconsistency or ambiguity between the provisions of these Terms and Conditions
and the provisions of any other agreement relating to the Warrants or otherwise referring to the Terms and Conditions, the provisions
of these Terms and Conditions shall prevail to the fullest extent permitted by applicable law, and the conflicting provisions of such
other agreement, instrument or document shall be deemed to be amended or modified to the extent necessary to give effect to the provisions
of these Terms and Conditions. |
7.14 | In the event that one or more provisions of these Terms and Conditions is considered illegal, invalid
or unenforceable, these Terms and Conditions shall be interpreted as if it did not contain that provision and the nullity or invalidity
of the said provision shall not affect the validity or the performance of the other provisions of these Terms and Conditions, which shall
nevertheless remain legal and valid and shall continue to be in force. |
7.15 | Each Party hereby acknowledges that the provisions of Article 1195 of the French Civil Code ( Code civil )
shall not apply to it with respect to its obligations under these Terms and Conditions and that it shall not be entitled to make any claim
under Article 1195 of the French Civil Code ( Code civil). |
7.16 | The Holders shall be organised as a group for the representation of their interests (“ Masse ”).
The Masse shall be governed by the provisions of the French Code de commerce and especially the provisions of articles L. 228-103
and R. 228-60 and seq. of the French Code de commerce . Any reasonable and documented costs or expenses incurred by the Holders
in connection with the operation and consultation of the Masse shall be reimbursed by the Company upon presentation of the relevant invoices.
The Masse may, alone, to the exclusion of all the Holders taken individually, exercise the rights and actions, current or future, attached
to the Convertible Bonds. |
7.17 | The Masse shall be represented by a proxy (the “ Holders’ Representative ”) elected by
the general meeting of the Holders in accordance with French laws and shall be empowered, unless otherwise provided by the general meeting
of the Holders, to accomplish on behalf of the Masse any management act for the defence of the common interests of the Holders in accordance
with French laws. Any person is entitled, at any time, to obtain at the Company’s registered office the name and the address of
the Holders’ Representative. |
7.18 | The fees of the Holders’ Representative shall be paid on a quarterly basis and are set out at [●]
per year. The first Holders’ Representative shall be [●] (hereafter, “ [ ● ] ”). |
The general meetings
of the Holders shall meet in accordance with the following provisions. The Holders’ general meetings shall be convened by either the Board
of the Company in its capacity as legal representative, the Holders’ Representative, the administrator ( liquidateur ) in case
of liquidation of the Company or any Holders holding together at least 15% of the Warrants, in writing (including by email) with a seven
(7) calendar days’ prior notice, save that such prior notice can be reduced in case of urgency if the person issuing the convening
notice duly justifies of such urgency. Any Holder may attend meetings by remote transmission (telephone, videoconference, etc.) and may
be represented by any person of its choice in accordance with articles L. 228-61 et seq. of the French Code de commerce . All decisions
taken at the Holders’ general meetings shall be taken in accordance with quorum and majority rules provided under French law. The
decisions of the Holders can result from a general meeting as described above or written consultation of the Holders (including by email)
pursuant to article L. 228-46-1 of the French Code de commerce , in which case the same quorum and majority as those described above
shall apply. The written consultation shall be sent by the Company or the Holders’ Representative to the Holders. The Holders shall
then have seven (7) days to send to the Company (including by email) their answer to such written consultation.
7.19 | These Terms and Conditions shall be governed by and construed in accordance with French law. Any dispute
arising out of or in connection with these Terms and Conditions shall be submitted to the exclusive jurisdiction of the Tribunal des
activités économiques of Paris. |
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Annex 1
NOTICE OF EXERCISE
To: |
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(1) The undersigned hereby elects
to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders
herewith payment of the subscription price in full, together with all applicable transfer taxes, if any.
(2) Payment shall take the form
of (check applicable box):
☐
in lawful money of the United States; or
☐
if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Clause 2.3.3,
to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in Clause 2.3.3.
(3) Please issue said Warrant
Shares in the name of the undersigned or in such other name as is specified below:
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The Warrant Shares shall be delivered to the following
DWAC Account Number:
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[(4) Accredited Investor .
The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.]
[SIGNATURE
OF HOLDER]
Name of Investing Entity:_______________________________________________________________________ |
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Signature of Authorized Signatory of Investing Entity:________________________________________________ _ |
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Name of Authorized Signatory:_________________________________________________________________ __ |
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Title of Authorized Signatory:___________________________________________________________________ _ |
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Date:_____________________________________________________________________________________ ___ |
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Annex 2
Subscription
Form
[Pasqal Holding S.A.]
with a share capital of EUR [●]
Registered office: [●]
[●] RCS [●]
(the “ Company ”)
SUBSCRIPTION FORM
I, the undersigned, [●], acting in my capacity
as legal representative of [ name and corporate information of the warrant holder ], holder of [●] ([●]) warrants ( bons
de souscription d’actions ordinaires ) (the “ BSAs ”) issued and allocated pursuant to the resolutions of
the shareholders of the Company [●] on [Date], and pursuant to the terms and conditions for the exercise of the BSAs dated [●]
hereby declares,
- | exercise [●] ([●]) warrants and thus subscribe to [●] ([●]) new ordinary shares,
and |
- | pay up my subscription, in cash and in full, i.e. the sum of [●] ([●]) corresponding to the
subscription of [●] ([●]) shares of [●] at a price of [●] ([●]) per new share subscribed. |
On [●]
[●] 1
Représented by:
1 | Signature preceded by the handwritten note: « Bon
pour souscription à [●] ([●]) actions ordinaires nouvelles » . |
Annex 3
Assignment
Form
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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Address: |
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(Please Print) |
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Dated: _______________ __, ______ |
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Holder’s Signature: |
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Holder’s Address: |
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### EX-10.21 - COMMERCIAL LEASE AGREEMENT (BAIL COMMERCIAL) ENTERED INTO BETWEEN JMB DEVELOPPEM
EX-10.21
5
ea028286102ex10-21.htm
COMMERCIAL LEASE AGREEMENT (BAIL COMMERCIAL) ENTERED INTO BETWEEN JMB DEVELOPPEMENT AND PASQAL SAS ON DECEMBER 21, 2023, AS AMENDED
Exhibit 10.21
COMMERCIAL LEASE
(1953 Decree, Articles L 145-1 et seq. of the
Commercial Code)
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BETWEEN
THE UNDERSIGNED :
| - | JMB DÉVELOPPEMENT, a public limited company with a capital
of €1,460,550, having its registered office at 4, rue Émile Baudot in PALAISEAU (91120), registered with the Évry
Trade and Companies Register under number B 679 803 650, |
Represented by Mr. Jean-François BRUNEAU, in his
capacity as Chief Executive Officer, duly authorized for the purposes hereof,
Hereinafter referred to as “THE LESSOR”
AND
| - | PASQAL, a simplified joint-stock company with a capital of €34,731.50,
having its registered office at 7 rue Léonard de Vincy in Massy (91300), registered with the Evry Trade and Companies Register
under number 849 441 522, |
represented by Mr. Raphaël Fauveau,
duly authorized for the purposes hereof by virtue of a power of attorney granted to him today by Mr. Georges-Olivier Reymond, Chairman,
a copy of which is attached hereto (Appendix 1)
hereinafter referred to as “THE LESSEE”
IT HAS BEEN PREVIOUSLY SET FORTH:
The LESSOR owns a building, originally
intended for office use (“the PHÉNIX”), located in PALAISEAU (91120), at 24 rue Émile BAUDOT, with a total leasable
area of 8,862 m² and 358 parking spaces, hereinafter referred to as THE BUILDING.
1
THE BUILDING consists of two building
sections, PHÉNIX 1 and PHÉNIX 2, each with its own entrance lobby and vertical circulation.
The LESSEE has informed the LESSOR
of its desire to lease a portion of the premises located in THE PROPERTY and covered by this lease, and the LESSOR has accepted the offer
made by the LESSEE.
The LESSOR and the LESSEE acknowledge
that they were able to freely discuss and negotiate in good faith all the terms and conditions of the lease, with each party having had
the opportunity to seek assistance from its own legal counsel, ask questions, and obtain from the other party all the information and
answers it deemed necessary for informed consent, and to assess the extent and scope of its obligations.
Consequently, the parties acknowledge
that this lease constitutes a contract entered into by mutual agreement within the meaning of the provisions of Article 1195 of the Civil
Code.
IT WAS THEN DECIDED AND AGREED:
I. DESCRIPTION
| 1. | Leased Premises |
The LESSOR leases to the LESSEE, who
accepts, the premises described below, which are part of the BUILDING:
| - | 6 units classified as Industrial:
202, 203, 204 located on the ground floor of the PHÉNIX 2 Building and 211, 212, 214 located on the first floor of the PHÉNIX
2 Building, |
| - | 8 units classified as Office: 111, 112, 113, 114 located on the first
floor of the PHÉNIX 1, 213 located on the first floor of the PHÉNIX 2 Building, and 221, 223, 224 located on the
second floor of the PHÉNIX 2 Building, together representing a leasable area (SUBL) of 5 , 306 m²
including the proportionate share of common areas, as shown on the floor plan and the area breakdown attached below (Appendices A
& B) |
| - | 90 underground parking spaces
identified on the attached plans (Appendix A), ten (10) of which will be equipped with charging stations for electric vehicles no later
than the effective date of the Lease; |
| - | 10 outdoor parking spaces also
identified on the attached plans (Appendix A). |
The aforementioned premises, as they
currently exist, including their fixtures and appurtenances, in their present condition and without the need for further description herein,
the LESSEE hereby declares full knowledge of them, having viewed and inspected them prior to the signing of this lease.
2
Consequently, the LESSEE waives the
right to make any claim whatsoever regarding their condition or any error in their description.
It is understood that this lease includes
the use of common areas, with the LESSOR reserving the right to make, without needing the LESSEE’s approval, any changes or modifications
to these areas.
Prior to making the Leased Premises
available to the Lessee ahead of schedule, the Lessor had all technical components of the Leased Premises (HVAC, electrical systems, etc.)
inspected and serviced; the Lessor guarantees that they are in good working order and comply with applicable standards as of the date
of execution of this Agreement.
| 2. | Right of First Refusal |
2.1. The
LESSOR grants the LESSEE a right of first refusal with respect to any other space in the BUILDING that may be vacated by any other tenant
of the building.
As soon as the LESSOR becomes aware
of the impending return of a unit or parking spaces (particularly in the event of a notice of termination received from a tenant), the
LESSOR shall notify the LESSEE by registered mail with return receipt requested.
The LESSEE shall then have a period
of one (1) month to request the extension of the scope of this Lease to include said space.
2.2. If
the LESSEE exercises the option granted to them under this article, the extension of the scope of the Lease shall take effect, unless
otherwise agreed, on the day following the return of the relevant areas under the following conditions:
| - | The LESSEE shall be granted early
access to the additional space for a period of three (3) months, including one (1) month during which no payment is due and two (2) months
during which the LESSEE shall be exempt only from paying rent; |
| - | the additional rent shall be identical
to the rent in effect on the effective date of the extension, calculated on a pro rata basis for the additional space; |
| - | The LESSEE shall be entitled to
an additional rent waiver of two (2) months per full year of the Lease remaining as of the effective date of the extension; |
| - | if the remaining term of the Lease
is three (3) years or more, the LESSOR agrees to finance the renovation work on the units (removal of partitions, painting, carpeting,
LED lighting, and plumbing), so that the LESSEE has spaces ready for occupancy. |
In the event that the return of the
affected premises occurs less than six (6) months after the Lessee has been notified in accordance with Section 2.1 above, the Lessee
may request that the Lessor postpone the effective date of the extension of the premises until six (6) months after said notification.
The Parties shall execute an extension
amendment within one (1) month following the Lessee’s exercise of its right to extend.
3
II. CONDITION PRECEDENT
| 1. | Principle |
This lease is entered into subject
to the condition precedent of obtaining a final preliminary declaration authorizing the change of sub-designation of a portion of the
Premises with a surface area of 2,148 m² from the sub-designation “Offices” to “Industry” (the “SUSPENSIVE
CONDITION”), enabling the LESSEE to carry out its business as stipulated in Article VI 1.1 below.
The CONDITION PRECEDENT is stipulated
for the benefit of the LESSEE, who alone may invoke it.
A definitive preliminary declaration
means a preliminary declaration that has not been subject to:
| - | no objection to the City of Palaiseau’s
preliminary declaration, |
| - | no appeal by a third party seeking
the withdrawal and/or cancellation of the requested administrative authorization, within the time limit following the first day of the
continuous and regular posting of the prior declaration on the BUILDING (“the POSTING”). |
THE LANDLORD:
| - | states that the prior declaration
file was submitted to the relevant city hall departments in the LESSOR’s name on November 2 and 13, 2023, and that the file was
the subject of a non-objection order No. DP 91477 23 10238 dated November 14, 2023; |
| - | specifies that the POSTING began
on November 20, 2023, as certified by a judicial officer; |
| - | undertakes to keep the NOTICE
posted continuously for a period of two (2) months, which it shall have verified by a judicial officer. |
In the event of an appeal or a withdrawal,
the LESSOR must notify the LESSEE of this, along with the supporting documents for said appeal, via email accompanied by a registered
letter with return receipt requested, within two (2) business days of the date on which the LESSOR first became aware of it.
| 2. | Confirmation of the Fulfillment of the CONDITION PRECEDENT |
The fulfillment of the SUSPENSIVE CONDITION
shall be confirmed by a notification (the “NOTIFICATION”) sent by email, followed by a registered letter with return receipt
requested, and accompanied by the following documents:
| - | A copy of the three (3) records
of posting of the prior declaration; |
| - | A certificate from the LANDLORD
or the City of Palaiseau confirming that no appeal or withdrawal has been filed against the prior declaration. |
The LESSOR agrees to send the NOTIFICATION
to the LESSEE no later than two (2) business days from the date on which the fulfillment of the CONDITION PRECEDENT has been confirmed.
It is specified that the Early Availability,
as defined in Article III below, shall commence on the first business day following the date of receipt of the NOTIFICATION by the LESSEE.
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| 3. | Deadline for fulfillment of the condition precedent |
The Suspensive Condition must be fulfilled
no later than February 29, 2024.
If this condition has not been fulfilled
by the expiration of this period, the Parties shall consult to discuss a possible extension.
Furthermore, solely in the event that
the SUSPENSIVE CONDITION is not fulfilled due to an appeal filed by a third party, the LESSEE shall notify the LESSOR whether it intends
to waive the benefit of the SUSPENSIVE CONDITION, within 15 (fifteen) days of receiving the registered letter with return receipt provided
for in the last paragraph of Article II.1 above.
In such a case:
| - | The LESSOR shall use its best
efforts to defend the prior declaration, in particular (i) by retaining counsel to represent it in court, (ii) by pursuing all available
legal remedies against any decision invalidating the preliminary declaration and, if necessary, by filing a new application for administrative
authorization to remedy any deficiencies in the preliminary declaration and/or by making the necessary modifications to the PROPERTY; |
| - | each Party shall bear the potentially
adverse consequences of any administrative decision definitively invalidating the preliminary declaration, without recourse against the
other. |
| 4. | Amendment Confirming the Fulfillment of the CONDITION PRECEDENT |
The parties hereby agree to execute
an amendment confirming the fulfillment of the SUSPENSIVE CONDITION within twenty (20) business days following the LESSOR’S NOTIFICATION,
it being understood that the execution of said amendment is not a condition for the lease to take effect or for the confirmation of the
fulfillment of the SUSPENSIVE CONDITION.
III. EARLY DELIVERY
In order to allow the LESSEE to carry
out its renovation work, the Parties agree to an early occupancy period of approximately four (4) months, which shall begin on the first
business day following the NOTIFICATION and end on June 30, 2024.
During the early occupancy period,
the LESSEE shall be exempt only from the payment of rent, excluding charges, taxes, and fees.
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At the start of the availability period,
and prior to any work, the LESSEE agrees to connect the electrical systems of the Leased Premises to the dedicated meters; in the event
that the connection cannot be made immediately upon availability, the LESSEE shall reimburse the LESSOR for any excess consumption generated
by its work.
IV. TERM
This lease is granted for a term of
10 full and consecutive years, commencing on JULY 1, 2024, and expiring on JUNE 30, 2034, with the LESSEE having the right to terminate
it unilaterally upon the expiration of the FIRST NINE YEARS, provided that, if the LESSEE intends to exercise this right, the LESSEE must
give notice of termination to the LESSOR by registered mail with return receipt requested or by a bailiff’s writ at least six months
in advance.
V. RENT
This lease is further granted for an
annual rent of €1,225,860 (ONE MILLION TWO HUNDRED TWENTY-FIVE THOUSAND EIGHT HUNDRED SIXTY EUROS) excluding tax and charges, as
per the breakdown set forth in Appendix C to this lease.
This rent shall be payable quarterly
in advance, in addition to utilities, taxes, and service charges, on January 1 , April 1 ,
July 1 , and October 1 of each year.
This rent is exclusive of value-added
tax. The LESSEE therefore agrees to pay to the LESSOR, in addition to the aforementioned rent, the amount of VAT or any other new, supplementary,
or substitute tax that may be created, at the rate legally in effect on the date of each payment.
Rent Exemption :
The Lessor grants the LESSEE a rent
waiver equal to TWENTY-FOUR (24) months of rent excluding tax and charges, effective from the date the lease takes effect, spread evenly
over the first three (3) years of the LEASE, such that the rent charged during the first three years will correspond to one-third of the
rent as indexed under the terms of Article VI-12 below.
VI. WORK BY THE LESSEE PRIOR TO THE EFFECTIVE DATE OF THE LEASE
AND FINANCIAL CONTRIBUTION BY THE LESSOR
| 1. | Renovation Work by the Lessor |
Prior to making the Leased Premises
available in accordance with Article III above, the LESSOR shall clean them in accordance with the accepted bill of quantities, a copy
of which is attached as Appendix J.
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| 2. | Renovation and Improvement Work by the LESSEE |
2.1 The
LESSOR agrees to the LESSEE’s performance of the adaptation and renovation work described in Appendix K. The LESSOR undertakes to
file any application for administrative authorization that may be necessary for the LESSEE to carry out the adaptation work and to use
its best efforts to obtain such authorization.
2.2. Furthermore,
the LESSOR authorizes the LESSEE (i) to construct an interior staircase between two levels, provided that this is technically feasible,
and (ii) to install a material hoist; at the end of the Lease, if the LESSOR so requires, the LESSEE must demolish this staircase and/or
remove this material hoist, as well as restore the leased premises to their original condition (hereinafter “the
Work to Remove the Staircase and/or Material Hoist”).
If the LESSEE carries out such interior
staircase and/or goods lift removal work, the LESSEE shall pay to the LESSOR a sum equal to the cost of the staircase and/or goods lift
removal work, as assessed by the contractor responsible for carrying out such work, in order to guarantee its financing, provided, however,
that the payment of this guarantee shall not exempt the Lessee from carrying out the removal work on the staircase and/or the goods lift
at the end of the Lease.
Given the specific nature of the obligation
it is intended to secure, the LESSEE formally acknowledges that the security interest that would be provided to the LESSOR in the event
the relevant work is performed does not constitute rent paid in advance within the meaning of Article L145-40 of the Commercial Code,
such that said security interest shall not accrue interest in favor of the LESSEE.
If the LESSEE prefers, it may substitute
a first-demand bank guarantee (the “GAPD”) in the same amount for the cash deposit.
Until the LESSEE has completed the
Work to remove the staircase and/or the material hoist guaranteed by the GAPD, the LESSOR must be in possession of the cash guarantee
or a valid GAPD.
If a GAPD has been substituted for
the cash guarantee and in the event that said GAPD expires before the completion of the Work to remove the staircase and/or the material
hoist, the LESSEE must provide the LESSOR, no later than fifteen (15) days before the expiration of the current GAPD, with either a cash
guarantee of the same amount or a new GAPD of the same amount; failing this, the LESSOR shall be entitled to enforce the GAPD.
2.3. The
LESSOR agrees to contribute to the cost of the renovation, adaptation, and fit-out work carried out by the LESSEE, up to a maximum amount
of €630,866.90, excluding tax.
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It is specified that in the event the
actual cost of the renovation, adaptation, and fit-out work exceeds this maximum amount, the Lessee shall bear the entire cost of any
excess.
The contribution
shall be payable, possibly in installments, within thirty (30) days of the LESSOR’s receipt of an invoice issued by the LESSEE—limited
to one invoice per month—to which the LESSEE shall attach the invoices paid to the contractors.
VII. RENTAL CHARGES AND CONDITIONS
During the term of the lease, the parties
shall be subject to the obligations arising from law and custom, as well as to the following obligations, which the LESSEE undertakes
to fulfill.
| 1. | Permitted Activities |
| 1.1 | The LESSEE agrees to use the leased
premises in accordance with Articles 1728 and 1729 of the Civil Code, in a lawful and peaceful manner, exclusively as offices and/or
business premises for the conduct of activities arising from its corporate purpose, excluding the reception of the public or sales to
the public. |
It is specified that the LESSEE may
engage in related or complementary activities or carry out other activities, provided that such activities comply with the provisions
of Articles 34 and Articles 34-1 through 34-6 of the Decree of September 30, 1953 (Law No. 71-585 of July 16, 1971), as well as the provisions
of the internal regulations attached hereto as Annex D, it being specified that said annex corresponds to the updated version of the internal
regulations resulting from the fulfillment of the CONDITION PRECEDENT and the entry into force of this Lease.
| 1.2 | The authorized activities must
not give rise to any violation of the law, nor to any complaint or claim by any party, including other occupants of the BUILDING. The
LESSEE shall, accordingly, assume full responsibility for any grievances brought against the LESSOR in connection therewith, so that
the LESSOR is never held liable and is protected from any consequences that may arise therefrom. |
| 1.3 | The LESSOR reserves the right
to lease any other premises in the BUILDING to anyone, with the exception of any activity involving the design and/or production of quantum
computers. |
| 1.4 | The LESSEE agrees to comply with
all applicable regulations and ordinances, particularly regarding public works, sanitation, law enforcement, labor regulations, and safety,
all so that the LESSOR is never inconvenienced or held liable. The LESSEE shall personally address any claim or order that may
arise from the competent authorities regarding the terms of the LESSEE’s occupation of the premises leased hereunder. |
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| 1.5 | The TENANT shall be solely responsible
for obtaining any necessary administrative permits related to the use of the leased premises or the conduct of its business on said premises. |
| 1.6 | In general, the LESSEE must comply
with the building’s internal regulations (Appendix D) to contribute to the maintenance and organization necessary for the building’s
long-term viability. |
| 1.7 | Furnishing |
The LESSEE shall keep the leased premises
constantly furnished with furniture, furnishings, and equipment in sufficient quantity and value to ensure at all times the payment of
rent and ancillary charges, as well as the fulfillment of all the terms and conditions of this lease.
| 1.8 | Maintenance in a State of Use |
The LESSEE shall maintain the leased
premises in a condition suitable for effective use at all times, except during annual leave periods.
| 2. | Maintenance – Work – Repairs to the Building |
All building maintenance work, excluding
that covered by Article 606, is charged to the building’s tenants.
All equipment maintenance costs are
the responsibility of the tenants. However, the Landlord remains responsible for:
| - | the replacement of the two heat
pumps, which was already planned at the time of signing of the lease; |
| - | the costs of replacing the major
equipment listed below, provided that such equipment can no longer be maintained through routine maintenance and must be replaced in
its entirety: |
| ● | -
Elevators |
| ● | - Smoke exhaust system |
| ● | - HVAC system |
| ● | - Heating and cooling systems |
| ● | - Mechanical ventilation systems |
| ● | - Electrical riser in common areas |
| - | work resulting from the implementation
of the so-called “tertiary” decrees ” (Decree No. 2019-771 of July 23, 2019, regarding obligations to reduce final
energy consumption in tertiary-use buildings) and BACS (Decree No. 2020-887 of July 20, 2020, regarding the automation and control
systems for non-residential buildings and automatic heating control), excluding measures specific to private equipment installed by the
LESSEE; |
| - | renovation and waterproofing work on facades and roofs, excluding routine maintenance. |
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| 3. | Maintenance - Work – Repairs to the Premises |
| 3.1 | Initial Condition |
It is hereby noted that the premises
covered by this lease are known to the LESSEE, having been viewed and inspected by the LESSEE prior to the execution of this agreement.
Prior to the premises being made available,
and in any event before the keys are handed over, an inventory of fixtures known as the “pre-move-in inventory” shall be prepared.
After the LESSEE has completed the
work referred to in Article V, a new inventory of fixtures, known as the “final inventory of fixtures,” will be drawn up.
Unless otherwise agreed, these inventories
shall be drawn up by a bailiff, whose fees shall be shared equally by each party.
| 3.2 | Maintenance by the LESSEE |
The LESSEE shall maintain the leased
premises in good condition throughout the term of the lease and shall carry out all repairs that may be necessary, without exception,
except for those that Article 2 above leaves to the LESSOR’s responsibility.
The LESSEE shall maintain all of its
private premises, windows, locks, woodwork, electrical equipment, as well as all fixtures and fittings in its use, in good condition with
regard to maintenance, operation, safety, and cleanliness.
The LESSEE shall paint these areas
as often as necessary and, if necessary, replace any items that cannot be repaired.
The LESSEE shall maintain the floor
coverings in perfect condition and, in particular, shall remedy the appearance of stains, burns, tears, holes, or peeling, and shall ensure
safety of use and circulation.
The LESSEE shall promptly repair any
damage that may occur in the leased premises.
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| 3.3 | Work by the LESSEE |
The LESSEE may not carry out or cause
to be carried out on the leased premises any demolition, any drilling through walls, floors, or ceilings, any modification to the utility
systems (electricity, mechanical ventilation, heating, and air conditioning), or any construction without the LESSOR’s express written
authorization and in accordance with the conditions defined by the LESSOR.
In the event that authorization is
granted, the work shall be carried out under the supervision of the LESSOR’s architect and at the LESSEE’s expense, including
the architect’s fees, the amount of which must remain in line with market standards.
The aforementioned approval procedure
shall not apply to routine maintenance work, painting or interior decoration work, or simple modifications to partitions or wiring that
the Lessee may carry out freely, provided such work does not affect common areas.
As the office spaces covered by this
lease are delivered as shell spaces, the LESSEE may install partitions, but only after having the plans approved by the LESSOR.
The Lessee’s partitioning work
must be carried out in strict compliance with best practices, particularly those relating to safety, and all technical requirements pertaining
to heating, air conditioning, electrical, telephone, and IT systems, as well as soundproofing requirements, which may not be altered in
any way whatsoever.
Such work must not cause any disturbance
to the other occupants of the BUILDING or neighboring buildings.
The TENANT shall indemnify the LANDLORD
against any liability the LANDLORD may incur toward any person for any loss or damage that may be directly or indirectly caused by the
TENANT’s work.
| 3.4 | Work by the LANDLORD |
The TENANT shall, by way of derogation
from Article 1724 of the Civil Code and without compensation, tolerate all repairs, improvement work, modifications, or even new construction
that the LANDLORD may have carried out, regardless of the inconvenience and duration, even if the latter exceeds twenty-one days, and
shall allow all necessary pipes and conduits to pass through its premises.
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The LESSEE shall likewise bear, notwithstanding
Article 1723 of the Civil Code and without compensation, all modification work on the leased premises that the LESSOR reserves the right
to carry out, as well as all modifications to the common areas of the BUILDING.
In all cases referred to in this Article,
the LESSOR shall in any event endeavor to minimize the inconvenience caused to the LESSEE in order to allow the latter to enjoy the Leased
Premises as normally as possible during the performance of the aforementioned work. In particular, noisy work of any kind must be carried
out in agreement with the TENANT, except in cases of emergency, safety necessity, or technical or regulatory impossibility (particularly
in the case of work performed outside the Building).
| 3.4.1 | The LESSEE shall grant access to the premises covered by this
lease to the LESSOR, its agents, architects, contractors, and workers for the purpose of inspecting, repairing, and maintaining the BUILDING,
it being understood that, except in cases of emergency, all visits shall be subject to at least forty-eight hours’ prior notice. |
The TENANT hereby agrees to an annual
inspection of the premises by the LANDLORD or one of the LANDLORD’s qualified representatives on the anniversary date of the lease.
| 3.5 | Other Work |
Notwithstanding Article 1719 of the
Civil Code, the LESSEE shall bear the cost of any work or modifications that may be required under new mandatory regulations taking effect
immediately, excluding, however, work that remains the responsibility of the LESSOR pursuant to Article 2 above.
The LESSEE shall bear, at its own
expense, all modifications to service connections, replacement of meters, or interior installations that may be required by the water,
electricity, hot and cold utility, or telecommunications companies.
The LESSEE shall, at its own expense,
remove all formwork, fixtures, equipment, and machinery that it may have installed, as well as any improvements, signage, and all installations
it may have made on the leased premises or on the PROPERTY, the removal of which is necessary for the detection and repair of leaks,
cracks, and generally for the performance of any work that may need to be carried out on the BUILDING or within the leased premises.
| 3.6 | The TENANT shall immediately notify the LANDLORD in writing
of any accident or damage occurring on the leased premises, even if no apparent damage results therefrom, failing which the TENANT shall
be personally liable to reimburse the LANDLORD for the amount of any direct or indirect loss incurred by the LANDLORD as a result of
such accident, or shall be held liable to the LANDLORD for failing to report of said incident to the PROPERTY’s insurance company,
the TENANT being deemed to act as a normally diligent tenant, not a real estate professional. |
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| 3.7 | In the event of the LESSEE’s failure to comply with the
obligations incumbent upon them, the LESSOR shall have the separate right, fifteen days after a simple notification by registered letter
with acknowledgment of receipt has remained without effect, to have the unfulfilled obligation performed by any company of their choice,
at the LESSEE’s expense, risk, and loss. |
The resulting costs shall be automatically
added to the next payment due.
| 4. | History and Forecast of the Lessor’s Work on the Building
and/or the Leased Premises |
Pursuant to Article L-145-40-2 of
the Commercial Code, the following are attached (Appendix E) to this lease:
| o | A summary of the work performed by the LESSOR on the PROPERTY
and/or in the leased premises during the three years preceding the execution of this lease, specifying the cost thereof. |
| o | A summary of the work planned or contemplated by the LESSOR
on the BUILDING and/or the leased premises within three years following the effective date of the lease, accompanied by a projected budget. |
The LESSOR shall provide the LESSEE
with a new summary report of the work completed every three years, as soon as possible following the close of the fiscal year.
A new statement of planned work will
be provided to the LESSEE every three years.
It is noted, however, that the work
contemplated and planned under this Article is provided to the LESSEE solely for informational purposes, and the LESSEE expressly waives
the right to rely on it for any other purpose, and in particular to require the LESSOR to carry out such work.
The LESSOR shall retain the freedom
to carry out or not carry out such work, to modify the schedule for its completion, or to abandon it altogether, as well as to carry out
additional work if the urgency or proper functioning of the BUILDING should require it.
Similarly, the LESSOR may modify or
carry out such work under technical and financial conditions different from those indicated in the aforementioned provisional budget if
it deems fit, without being required to obtain the LESSEE’s consent, which the LESSEE irrevocably acknowledges and accepts.
Consequently, the LESSEE
irrevocably waives any and all claims against the LESSOR in the event that such work is not carried out as if it under technical and
financial conditions different from those proposed in the budget attached to this lease.
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| 5. | Assignment and Subletting |
| 5.1 | The LESSEE may not grant the use of or sublet the leased premises
to any person, in whole or in part, in any form whatsoever, even temporarily or on a provisional basis, whether free of charge or for
consideration, without the express written authorization of the LESSOR. |
| 5.2 | The LESSEE may not place the premises under free management, in whole or in part, but shall be required
to operate them personally. |
| 5.3 | However, notwithstanding the foregoing, the LESSOR authorizes the LESSEE to grant subleases: |
| - | up to 100% of the premises to its parent, subsidiary, or sister
companies as defined in Article L233-1 of the Commercial Code; |
| - | up to 30% of the premises to any third-party company, provided
that the third-party company’s business does not cause a nuisance to the other tenants on the site (no public access, logistics,
or heavy industrial production). |
Since the premises are indivisible
by mutual agreement of the parties, the subtenant(s) shall have no direct rights vis-à-vis the LESSOR, and sublease agreements
must expressly include this provision.
Furthermore, the LESSEE may not grant
its tenant more rights than those of which it itself benefits.
Consequently, subleases may not be
entered into for a term longer than that of the main lease.
| 5.4 | The LESSEE shall be exempt from seeking the LESSOR’s consent for the sublease agreement. However,
the LESSEE must send a copy of the signed sublease agreement by certified mail with return receipt requested within one month of its signing. |
| 5.5 | The LESSEE may not assign its lease rights, except in their entirety, to the purchaser of its business,
or without the LESSOR’s express written consent. |
| 5.6 | In the event of a valid transfer of the business, the transfer agreement must specify the transferor’s
commitment to remain jointly and severally liable with the transferee for the payment of rent and charges and for the full performance
of the lease terms, unless the provisions of Article 393 of Law No. 66-537 of July 24, 1966, may be invoked where applicable. |
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The assignment must be recorded in
a notarized deed or private agreement, to which the LESSOR shall be required to consent by notice given at least fifteen days in advance,
by registered letter with return receipt.
A certified copy or an original copy
of the deed of transfer must be provided to the LESSOR within one month of signing, at the LESSEE’s expense, failing which the lease
shall be automatically terminated.
No assignment or contribution may
be made if the LESSEE owes any rent or charges.
| 6. | Signs and Plaques |
The LESSEE may not affix any specific
signage to THE BUILDING, which is equipped with general signage located both along the public roadway and on the premises, in the lobbies,
and on the landings.
The LESSEE may therefore display its
names and logos in the locations designated for this purpose and in accordance with the guidelines set forth in the internal regulations
(Appendix D).
The various installations shall be
carried out by the LESSOR, at the LESSEE’s expense.
| 7. | Special Provisions |
| 7.1 | The LESSEE may under no circumstances use, even temporarily
or intermittently, any common area, gallery, sidewalk, hallway, etc., whether for unpacking or packing, for displaying merchandise, or
for placing counters, vending machines, kiosks, or other installations. |
| 7.2 | The LESSEE may not use any loudspeakers or other sound amplification
devices that could be heard outside the leased premises, nor may the LESSEE use any electrical or other devices that interfere with radio,
telephone, or television reception, unless such devices are equipped with mechanisms to prevent any disturbance to the neighborhood. |
The LESSEE may not install any motor
or machine in the leased premises other than office or computer equipment without the prior authorization of the LESSOR; if authorization
is granted, the LESSEE must ensure that such equipment is equipped with the necessary devices to prevent any disturbance to neighbors.
The LESSEE further undertakes to remove without delay any such equipment installed after authorization if its operation, despite the precautions
taken, gives rise to complaints from other occupants of the BUILDING or neighboring buildings.
15
Notwithstanding the foregoing, the
LESSOR authorizes the LESSEE to install the machinery and equipment listed in Appendix L, which are necessary for the LESSEE’s business,
provided that the LESSEE complies with any specific regulations applicable to such machinery and equipment.
| 7.3 | Under no circumstances shall the LESSEE conduct public auctions
of furniture or other items on the leased premises. |
| 7.4 | The LESSEE agrees not to load the floors, including those in
the parking lots, with a weight exceeding what they can normally support in accordance with the internal regulations (Appendix D) and,
in case of doubt, must verify this weight with the LESSOR. |
| 7.5 | The LESSEE shall refrain from any noisy, dangerous, disruptive,
or unsanitary activities and shall take all necessary measures to prevent any unpleasant odors. The LESSEE shall refrain from disposing
of or allowing the disposal of corrosive substances into sewers and drains. The LESSEE agrees not to do or allow anything that could
generally cause said drains to become blocked. |
The LESSEE shall take all necessary
measures to prevent the spread of rodents, insects, etc., and, if necessary, to exterminate them.
| 7.6 | The LESSEE agrees to ensure that its staff and visitors behave
appropriately. |
| 7.7 | The LESSEE agrees to use the leased parking spaces solely for
parking the passenger vehicles of its employees or visitors, excluding any repair, oil change, or car wash activities. |
The LESSEE agrees not to store any
equipment, objects, or goods of any kind there, in particular: tires, gasoline cans, or oil cans.
Notwithstanding the foregoing, the
LESSEE is authorized to set up a storage area for products necessary for its operations on two (2) underground parking spaces, subject
to approval by an inspection agency.
The LESSEE agrees to drive in the
parking lots only at reduced speed, observing the right-of-way rules of the Highway Code and the instructions of traffic signs and security
and surveillance personnel, and not to let vehicle engines rev up or idle unnecessarily while stopped.
| 8. | Insurance |
| 8.1 | The LESSEE must insure and keep insured for the entire duration
of the lease, through one or more companies of recognized solvency having their headquarters or a branch in France, the equipment and
furnishings within the leased premises, as well as all facilities and fixtures, against fire, explosions (including riots and civil unrest),
attacks, acts of vandalism and terrorism, water damage, theft, and glass breakage, all under standard terms and for standard coverage
amounts in such cases. |
16
These insurance policies must include
coverage for claims by neighbors and third parties, as well as for loss of use.
The LESSEE must also, in its capacity
as a tenant-occupant, obtain adequate insurance against the risk of civil liability for any bodily injury or property damage that may
be caused to third parties, whether due to the occupation of the premises, the use of fixtures or installations, work performed by the
LESSEE, or the actions of its employees.
The LESSEE must notify the LESSOR
of any termination of its insurance policy, as well as of any modification substantially reducing the coverage provided. In such cases,
the LESSEE must obtain insurance covering the risks specified in this lease prior to the expiration of the terminated policy and notify
the LESSOR of the new insurance.
The LESSEE waives, and shall cause
its insurers, as well as any sublessees of the LESSEE and their insurers, to waive, in the event of claims covered by the coverage provided
for above, any recourse they might be entitled to exercise against the LESSOR and its insurers.
| 8.2 | Prior to the handover of the keys to the building, the LESSEE
must provide the LESSOR with a coverage note from its insurers or its broker confirming the issuance of policies that comply with the
above provisions. |
The LESSEE must provide proof, upon
the first request of the LESSOR or its representative, of payment of the related premiums.
| 8.3 | If the LESSEE’s business activities result in additional
insurance premiums for either the LESSOR or the neighbors, the LESSEE shall be required both to reimburse the LESSOR for the amount of
any such additional premiums paid by the LESSOR and, furthermore, to indemnify the LESSOR against all claims made by other tenants and
neighbors. |
| 8.4 | By express agreement, the benefits of said policies shall be
assigned to the LESSOR, and any indemnities owed to the LESSEE by any insurance company in the event of a loss for any cause whatsoever
shall be allocated to the LESSOR’s benefit. |
| 8.5 | The TENANT agrees to report any loss to his insurance company
within the time required by his policy. |
17
| 8.6 | The LESSOR shall personally arrange for the insurance of the
PROPERTY, including common facilities and equipment, against the following risks: |
| - | fire and lightning |
| - | any explosions |
| - | electrical damage |
| - | falling aircraft and aerial objects |
| - | collision with a vehicle belonging to a third party |
| - | cyclones, tornadoes, storms, hail |
| - | smoke |
| - | strikes, riots, and popular uprisings |
| - | vandalism and malicious acts |
| - | water damage |
| - | natural disasters |
This insurance shall extend to ancillary
coverages, including, in particular, loss of rent for a period not exceeding two years, cleanup costs, and expert fees.
The LESSOR waives, and shall cause
its insurers to waive, in the event of claims covered by the coverage provided above, any recourse they may be entitled to exercise against
the LESSEE and its insurers and/or any sublessees of the LESSEE and their insurers.
| 9. | Liability and Recourse |
The LESSEE agrees to waive all liability
claims or complaints against the LESSOR, except in the event of proven negligence on the part of the LESSOR:
| 9.1 | In the event of theft, attempted theft, any criminal act, or
any assault of which the LESSEE may be a victim on the leased premises or in the outbuildings of the PROPERTY, the LESSEE hereby expressly
waives the benefit of Article 1719, paragraph 3, of the Civil Code. |
| 9.2 | In the event of irregularities or interruptions in the water,
electricity, telephone, or air conditioning services, or in the event of a stoppage in the operation of the elevators. |
| 9.3 | In the event of damage caused to the leased premises and/or
to any movable property therein, resulting from leaks, seepage, moisture, or other circumstances; in the event of damage caused to parked
vehicles, for any reason and in particular due to the maneuvers of other users, the LESSEE must insure against all such risks without
recourse against the LESSOR. |
| 9.4 | In the event of actions causing damage by other occupants of
the BUILDING, their staff, suppliers, and customers, or any third parties in general. |
| 9.5 | In the event of expropriation for public use, all rights of
the LESSEE are reserved against the expropriating party. |
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| 9.6 | In the event of accidents occurring on the leased premises or
arising from the leased premises during the term of the lease, regardless of the cause, the LESSEE shall assume full personal liability
and bear all resulting civil liability toward either its personnel, the LESSOR, or third parties, without the LESSOR being held liable
or subject to legal action on this account. |
| 9.7 | In the event that, as a result of a fire, an explosion regardless
of the cause, or any other disaster, the leased premises are destroyed or rendered unusable in whole or in part to an extent exceeding
50% of the total floor area, this lease shall be automatically terminated without compensation. |
If, however, the leased premises are
only partially destroyed or rendered unusable, the LESSEE shall be entitled only to a reduction in rent proportional to the destroyed
area.
In the event that, for reasons beyond
the LESSOR’s control, reconstruction to the original standard proves impossible within two years—or even if it is only partially
possible—this lease shall be terminated without any compensation to the LESSEE, and the LESSOR shall retain the full proceeds of
any property insurance claims.
| 10. | Inspection of the premises |
The LESSOR reserves the right, for
itself or any person acting on its behalf or duly authorized by it, to enter the leased premises during business hours in order to take
measures to protect its rights, in addition to what is set forth in Section 3.6 of this lease.
As soon as notice of termination has
been served, and during the last six months of occupancy of the leased premises, and furthermore in the event that the PROPERTY or the
leased premises are put up for sale, the TENANT must allow prospective tenants or buyers, accompanied by the LANDLORD or his authorized
representative, to view the premises on all business days from 10 a.m. to 5 p.m., provided, however, that, to the extent possible, the
TENANT is given 48 hours’ notice.
| 11 | Return of the Premises |
| 11.1. | The TENANT must return the leased premises in good condition,
clean, and with all necessary repairs completed, and must pay for any repairs that may be due. |
Any real estate improvements made
by the LESSEE shall become the property of the LESSOR by accession at the end of the lease, without compensation of any kind.
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The LESSOR shall have the alternative
option of requiring the LESSEE (i) to return the premises in a “stripped-out” condition (with partitions, computer cabling,
and other fixtures removed) and (ii) to remove equipment installed in common areas (including the rooftop air conditioning system) to
meet the LESSEE’s specific needs.
| 11.2. | To this end, within 15 days of the LESSEE giving notice to vacate,
a preliminary exit inspection shall be conducted, which, after comparison with the “entry inspection report,” shall include
a list of any repairs for which the LESSEE is responsible. |
Unless otherwise agreed, the TENANT
shall have all such repairs carried out at its own expense under the supervision of the LANDLORD’s architect, whose fees—which
must be in line with market standards—the TENANT shall also bear; such work must be completed no later than the expiration date
of this lease.
Proper completion of the work shall
be verified by the preparation of an inventory of fixtures known as the “exit inventory,” which shall be drawn up by a bailiff,
with the costs to be shared equally between the parties.
In the event that the TENANT fails
to carry out the repairs within this timeframe, or fails to respond to the LANDLORD’s summons, or refuses to sign the inventory,
the LANDLORD shall have the cost of said repairs assessed by his architect, and the TENANT shall then pay him without delay.
In such a case, the TENANT shall be
liable to the LANDLORD for compensation equal to the utilities and one and a half times the rent, calculated pro rata temporis from the
date of expiration of this lease, for the duration during which the premises are rendered unusable while the repairs required of the TENANT
are being carried out.
| 11.3. | Upon vacating the premises at the end of the lease, in the event
of early termination, or more generally for any cause or reason whatsoever, the LESSEE must, one month in advance, notify the LESSOR
of the date on which they will move out and provide the LESSOR with their new address. |
The LESSEE further undertakes, prior
to any removal of the furnishings, even partial, to provide proof of payment of the taxes and fees for which they are responsible, both
for past years and for the current year, as well as all rent and service charges, and to provide the LANDLORD with their future address.
| 12. | Indexation |
The parties expressly agree that the
above rent shall be indexed on July 1 of each year to the ILAT tertiary sector rent index published quarterly by INSEE.
20
For the first indexation,
the benchmark index will be the latest ILAT index published on July 1 , 2024, and the comparison
index will be the index for the same quarter of the following year.
For subsequent indexations, the comparison
index for a given year will serve as the reference index for the following year.
If the INSEE indices were modified,
the new similar indices published would be used, applying the official adjustment coefficient. If the INSEE index ceased to be published,
a new index would be reconstructed based, if possible, on information provided by that Institute, or failing that, on data provided by
professional construction organizations.
In the absence of an amicable agreement
regarding this reconstruction, an expert opinion shall be sought. Each party shall appoint an expert, and the experts so appointed may
call upon a third expert to settle the matter, whose opinion shall be decisive.
The lessor declares that the indexation
clause constitutes an essential and decisive stipulation of its willingness to enter into the contract, without which this lease would
not have been concluded.
| 13. | Taxes and Duties |
| 13.1 | The TENANT agrees to pay all personal
and property taxes, rental taxes, business taxes, street cleaning and garbage collection fees, and any other taxes for which the LANDLORD
is liable on behalf of the TENANT for any reason whatsoever, and to provide proof of payment upon the LANDLORD’s request and at
least eight days prior to the TENANT’s departure at the end of the lease. |
| 13.2 | The TENANT shall reimburse the
LANDLORD, along with the charges, for the TENANT’S share of the property tax as well as the tax on office premises corresponding
to the leased premises, the tax on parking spaces, the additional tax on parking spaces, and all duties or taxes pertaining to said premises,
which may subsequently replace said taxes or be created. |
A detailed list of the taxes and fees
charged to the LESSEE is included in Appendix F hereto; in the event of any conflict with the provisions of this lease, the latter shall
prevail over said appendix.
| 14. | Common Areas and Expenses |
| 14.1 | The expenses are allocated among
all occupants of the building in proportion to the rental area occupied by each, or according to the allocation formulas applied to the
building. |
21
| 14.2 | The TENANT shall reimburse the
LANDLORD, without exception or reservation, for their share of all operating expenses of the BUILDING, a detailed inventory of which
is set forth in Appendix F, in accordance with the percentages and allocation formulas indicated in said appendix; in the event of any
conflict with the provisions of this lease, the latter shall prevail over said appendix. |
The Parties hereby agree that a new
allocation formula for HVAC-related expenses shall take effect immediately after the Lessee has completed the work necessary to make all
or part of the Leased Premises independent from the Building in terms of HVAC.
| 14.3 | The LESSOR or its manager shall
consult with the LESSEE if it intends to modify the common services of the BUILDING; any modifications shall not have the effect of degrading
the standard of the BUILDING. |
| 15. | Provisions for taxes, fees, and charges |
The LESSEE shall be required to pay
in advance, at the beginning of each quarter directly to the manager of the BUILDING, along with the rent payment, a provision initially
set at €145,915 excluding tax, plus VAT.
No later than July 1 of
each year, the LESSOR shall prepare a statement of taxes and charges for the preceding calendar year and settle them.
The LESSOR may, furthermore, adjust
the provision for expenses at any time based on the expenses of the previous fiscal year or on projections of future expense trends.
| 16 | Security Deposit |
| 16.1 | The LESSEE has today paid the
LESSOR a security deposit in the amount of three months’ rent excluding taxes, i.e., €306,465 (THREE HUNDRED SIX THOUSAND
FOUR HUNDRED SIXTY-FIVE EUROS), for which the LESSOR hereby issues a valid and binding receipt. |
for which a receipt has been issued
This non-interest-bearing security
deposit is intended to guarantee the TENANT’s performance of his obligations and, in particular, to ensure the LANDLORD is paid
for any rental repairs at the end of the lease, as well as any other amounts that may then be owed by the TENANT for rent, utilities,
refundable taxes, or other charges.
It shall be refunded to the TENANT
at the end of the lease, after moving out, returning the keys, verifying repairs, and paying all rent and charges, after deducting all
amounts for which it is intended to guarantee payment.
Under no circumstances shall the TENANT be entitled to offset the final installment
of rent and charges against the security deposit.
| 16.2 | This amount shall also be increased
or decreased upon each adjustment of the rent level, so as to remain equal at all times to three months’ rent. |
22
| 17. | Amendments - Forbearance - Indivisibility |
| 17.1 | Any amendment to this agreement
may only be made in writing and expressly in the form of a bilateral agreement or an exchange of letters. |
| 17.2 | Under no circumstances may this amendment be inferred from the LESSOR’s
inaction or even from mere tolerance, regardless of its frequency or duration; the LESSOR shall at all times remain free to demand strict
compliance with the clauses and provisions that have not been expressly amended in writing. |
| 17.3 | This lease is hereby declared indivisible for the sole benefit of the LESSOR. |
| 18. | Termination Clause - Penalties |
| 18.1 | It is expressly stipulated that in the event of failure to pay a single
installment or portion of rent or ancillary charges by their due date, or in the event of non-performance of any single condition of the
lease, and one month after a formal notice has remained unheeded, this lease shall be automatically terminated at the LESSOR’s discretion,
even if payment or performance occurs after the expiration of the aforementioned period. Jurisdiction is hereby assigned, as necessary,
to the judge presiding over summary proceedings to establish the LESSEE’s breach and the application of this clause, and to order
the LESSEE’s eviction. |
| 18.3 | Any amount due under this lease that is not paid by its exact due date shall
accrue interest at the EONIA rate plus 4 percentage points, and eight (8) days after a simple registered letter has remained without effect. |
| 18.4 | In the event of termination by operation of law or by court order, the total
amount of advance rent payments as well as the security deposit referred to in Article 14 shall be retained by the LESSOR as a lump-sum
and non-reducible indemnity for the sole loss resulting from such termination, without prejudice to any other amounts due or damages for
compensation for losses resulting from the LESSEE’s actions, whether or not such actions caused this termination. |
| 18.5 | The occupancy indemnity payable
by the LESSEE in the event of failure to vacate the premises following termination by operation of law or by court order or upon expiration
of the lease shall be calculated on a lump-sum basis as double the total rent for the last year of the lease. |
23
| 19 | Environment - Sustainable Development – Environmental
Annex |
| 19.1. | Implementation of Environmental Protection Regulations |
The LESSOR and the LESSEE agree and undertake to combine
their efforts to improve the environmental performance of the Building and to meet the objectives and recommendations of Law No. 2015-992
of August 17, 2015, on the energy transition for green growth, the Elan Law No. 2018-1021 of November 23, 2018, and their subsequent provisions,
without prejudice to the provisions of Article 27.10.2. To meet these objectives:
Each party agrees to provide the other
party, upon request and in any event at least once a year, with the data it possesses regarding energy and water consumption, as well
as waste and greenhouse gas emissions from the premises.
The Parties shall provide each other,
if such documents exist, with the carbon footprint of the premises or the carbon footprint of the activity carried out by the LESSEE on
the leased premises.
Each Party undertakes to incorporate
environmental considerations into its decision-making processes regarding the design and/or equipment of facilities, or regarding their
management, in order to choose, whenever reasonably possible and feasible, the most effective solutions, and to never jeopardize the certifications
and/or labels obtained, nor the achievement of the Building’s environmental performance objectives set forth in the Tertiary Decree.
If, notwithstanding the foregoing,
the Parties fail to reach an agreement on the choice of work or installations to be carried out to improve the environmental performance
of the BUILDING, the LESSOR shall retain the freedom to decide on the work or installations to be undertaken, which it deems relevant
to improve the BUILDING’s performance, including those required by changes in applicable legislation.
For all work and/or installations intended
to improve the environmental performance of the BUILDING and not falling under routine maintenance or replacement, the LESSEE expressly
undertakes:
| - | to provide and facilitate access
to its premises to enable such work to be carried out, |
| - | and, upon completion of such work
and/or installations, to comply with the terms of use. |
24
In the event that the LESSOR undertakes
a renovation plan intended to improve the environmental performance of the Premises that would require the LESSEE’s evacuation,
the LESSEE hereby agrees to explore with the LESSOR any alternative occupancy solutions.
| 19.2 | Implementation of Regulations Relating to the Tertiary Decree |
The Parties shall comply with the
terms of the environmental appendix incorporating the obligations arising from the Tertiary Decree attached hereto (Appendix G); in the
event of any conflict, the provisions of the Lease shall prevail.
| 20. | Risk Assessment |
Pursuant to Articles L 125-5 and R
125-26 of the Environmental Code, the risk statement is attached to this lease.
This risk statement is set forth in
Annex H.
| 21. | Energy Performance Certificate. |
Pursuant to Decree No. 2006-1147 of
September 14, 2006, and the Order of September 15, 2006, the energy performance certificate is attached to this lease.
This energy performance certificate
is included in Appendix I to this lease.
| 22. | Waiver by the Lessee of the provisions of Article 1195 of the
Civil Code |
The Lessee hereby agrees to assume
the risks associated with the occurrence of any unforeseeable circumstances and expressly waives the right to request a renegotiation
of the terms and conditions of the Lease or its termination under the terms and conditions set forth in Article 1195 of the Civil Code,
even if the occurrence of such unforeseeable circumstances were to make the performance of the lease excessively onerous.
| 23. | Fees - Registration - Election of domicile – Jurisdiction |
| 23.1 | All costs, duties, and fees associated
with this agreement, as well as any that may arise as a result or consequence thereof, shall be borne by the LESSEE, who hereby undertakes
to do so, subject to the penalty clause. |
| 23.2 | Should this lease be required
to be registered, the LESSEE shall bear the financial burden thereof exclusively. |
25
| 23.3 | Any dispute concerning the interpretation
or performance of this lease shall be submitted to the Court of Evry, to which the parties expressly submit for jurisdiction. |
| 23.4 | The LESSOR elects domicile as
indicated at the beginning of this agreement. |
| 23.5 | The LESSEE elects domicile at the leased premises. |
| 24. | List of Appendices |
Appendix A: |
Floor plan of the premises and parking lots |
Appendix B: |
Area Breakdown |
Appendix C: |
Rent Breakdown |
Appendix D: |
Rules of Procedure |
Appendix E: |
Work completed (n-3) and planned (n+3) by the Lessor |
Appendix F: |
List of categories of charges and taxes reimbursable by the Lessee |
Appendix G: |
Environmental Appendix |
Appendix H: |
Risk Assessment |
Appendix I: |
Energy Performance Certificate |
Appendix J: |
Estimate for the cleaning work performed by the Landlord prior to early occupancy |
Appendix K: |
Adaptation and renovation work carried out by the Lessee with the Lessor’s authorization |
Appendix L: |
List of the Lessee’s machinery and equipment |
In the event of any conflict between the terms of an Annex
and those of this Lease, the latter shall prevail.
| 24. | Electronic Signature |
The Parties hereby agree to sign this
document electronically, in accordance with the provisions of Articles 1366 et seq. of the Civil Code, using the electronic signature
system developed by DocuSign, which alone guarantees the security and integrity of the digital copies of the document in accordance with
the laws and regulations governing electronic signatures.
For the purposes of the electronic signature:
| - | the Lessor represents and warrants
to the Lessee that the signatory of the document referred to herein has full authority to execute the electronic signature of the document
and is the sole person with access to the following email address and mobile phone number: |
Jean-François BRUNEAU,jfjmbd@free.fr
, Tel: 06 01 78 68 14
26
| - | The Lessee represents and warrants
to the Lessor that the signatory of the document referred to herein has full authority to electronically sign the document and is the
sole person with access to the following email address and mobile phone number: |
Raphaël FAUVEAU,raphael.fauveau@pasqal.com
, Tel: 07 87 89 86 56
Each Party acknowledges that it has
been informed of and has read the terms of use and validity of the DocuSign electronic signature system and declares that its signing
of the document via the aforementioned electronic signature service is done with full knowledge of the technology used and the laws and
regulations governing electronic signatures, and, consequently, irrevocably and unconditionally waives any right it may have to initiate
a claim and/or legal action, directly or indirectly, arising from the reliability of said electronic signature process and/or the proof
of its intent to enter into the agreement for that purpose.
Consequently, and in accordance with
the provisions of Article 1375 of the Civil Code, the requirement for an original copy per Party is not necessary as proof of the commitments
and obligations of each Party to this agreement. The delivery of copies of this agreement constitutes sufficient and irrefutable proof
of the commitments and obligations of each Party.
Done at Palaiseau, on
December 21, 2023 | 11:29 a.m. CET |
|
12/21/2023 | 12:30 CET |
|
|
|
THE LESSEE |
|
THE LESSOR |
|
|
|
/s/
Raphaël Fauveau |
|
/s/
Jean-François Bruneau |
27
### EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS AUDIT, INDEPENDENT REGISTERED PUBLIC ACCOUNTIN
EX-23.1
6
ea028286102ex23-1.htm
CONSENT OF PRICEWATERHOUSECOOPERS AUDIT, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PASQAL SAS
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the use in this Registration Statement on Form F-4 of Bleichroeder Acquisition France Merger Sub 2 of our report dated
May 26, 2026 relating to the financial statements of Pasqal, which appears in this Registration Statement. We also consent to the
reference to us under the heading “Experts” in such Registration Statement.
/s/
PricewaterhouseCoopers Audit
Neuilly-sur-Seine,
France
May
26, 2026
### EX-23.2 - CONSENT OF WITHUMSMITH+BROWN, PC, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EX-23.2
7
ea028286102ex23-2.htm
CONSENT OF WITHUMSMITH+BROWN, PC, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR BLEICHROEDER ACQUISITION CORP. II
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We hereby consent to the incorporation by reference
in the Prospectus constituting a part of this Registration Statement on Form F-4 of our report dated March 16, 2026, relating to the financial
statements of Bleichroeder Acquisition Corp. II, as of December 31, 2025 and for the period from August 27, 2025 (Inception) through December
31, 2025, which is contained in this Registration Statement. We also consent to the reference to us under the caption “Experts”
in the Prospectus.
/s/ WithumSmith+Brown, PC
East Brunswick, New Jersey
May 26, 2026
### EX-23.5 - CONSENT OF NEWBRIDGE SECURITIES CORPORATION
EX-23.5
8
ea028286102ex23-5.htm
CONSENT OF NEWBRIDGE SECURITIES CORPORATION
Exhibit 23.5
CONSENT
OF NEWBRIDGE SECURITIES CORPORATION
Newbridge
Securities Corporation (“Newbridge”) hereby consents to (i) the filing of our fairness opinion dated February 28 th ,
2026 (the “Opinion”) to the Board of Directors of Bleichroeder Acquisition Corp. II (NASDAQ:BBCQ) (“SPAC”), as
an Annex to the proxy statement/prospectus included in this Registration Statement on Form S-4, and any supplements and amendments thereto,
(ii) the references therein to Newbridge and (iii) the inclusion therein of (a) the summaries of and excerpts from the Opinion, (b) the
description of certain financial analyses underlying the Opinion and (c) certain terms of our engagement by SPAC. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.
In giving such consent, we further do not thereby admit that we are experts with respect to any part of such Registration Statement within
the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under,
the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
NEWBRIDGE
SECURITIES CORPORATION
/s/
Newbridge Securities Corporation
Date:
May 26 th , 2026
### EX-99.3 - CONSENT OF WASIQ BOKHARI TO BE NAMED AS A DIRECTOR
EX-99.3
9
ea028286102ex99-3.htm
CONSENT OF WASIQ BOKHARI TO BE NAMED AS A DIRECTOR
Exhibit 99.3
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with Rule 438
promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form F-4
filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal Holdings SAS (the “ Co-Registrants ”),
as it may be amended or supplemented from time to time (the “ Registration Statement ”), to which this consent is an
exhibit, as a person who is to become a director of each of the Co-Registrants upon consummation of the Business Combination (as such
term is defined in the Registration Statement) involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration
Statement.
|
/s/ Wasiq Bokhari |
|
Wasiq Bokhari |
Dated May 26, 2026
### EX-99.4 - CONSENT OF ALAIN ASPECT TO BE NAMED AS A DIRECTOR
EX-99.4
10
ea028286102ex99-4.htm
CONSENT OF ALAIN ASPECT TO BE NAMED AS A DIRECTOR
Exhibit 99.4
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with Rule 438
promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form F-4
filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal Holdings SAS (the “ Co-Registrants ”),
as it may be amended or supplemented from time to time (the “ Registration Statement ”), to which this consent is an
exhibit, as a person who is to become a director of each of the Co-Registrants upon consummation of the Business Combination (as such
term is defined in the Registration Statement) involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration
Statement.
|
/s/ Alain Aspect |
|
Alain Aspect |
Dated
May 26, 2026
### EX-99.5 - CONSENT OF GEORGES-OLIVIER REYMOND TO BE NAMED AS A DIRECTOR
EX-99.5
11
ea028286102ex99-5.htm
CONSENT OF GEORGES-OLIVIER REYMOND TO BE NAMED AS A DIRECTOR
Exhibit 99.5
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with Rule 438
promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form F-4
filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal Holdings SAS (the “ Co-Registrants ”),
as it may be amended or supplemented from time to time (the “ Registration Statement ”), to which this consent is an
exhibit, as a person who is to become a director of each of the Co-Registrants upon consummation of the Business Combination (as such
term is defined in the Registration Statement) involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration
Statement.
|
/s/ Georges-Olivier Reymond |
|
Georges-Olivier Reymond |
Dated May 26, 2026 |
|
### EX-99.6 - CONSENT OF MICHEL COMBES TO BE NAMED AS A DIRECTOR
EX-99.6
12
ea028286102ex99-6.htm
CONSENT OF MICHEL COMBES TO BE NAMED AS A DIRECTOR
Exhibit 99.6
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with
Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration
statement on Form F-4 filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal
Holdings SAS (the “ Co-Registrants ”), as it may be amended or supplemented from time to time (the
“ Registration Statement ”), to which this consent is an exhibit, as a person who is to become a director of each
of the Co-Registrants upon consummation of the Business Combination (as such term is defined in the Registration Statement)
involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration Statement.
|
/s/ Michel Combes |
|
Michel Combes |
Dated May 26, 2026 |
|
### EX-99.7 - CONSENT OF BARBARA DALIBARD TO BE NAMED AS A DIRECTOR
EX-99.7
13
ea028286102ex99-7.htm
CONSENT OF BARBARA DALIBARD TO BE NAMED AS A DIRECTOR
Exhibit 99.7
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with Rule 438
promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form F-4
filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal Holdings SAS (the “ Co-Registrants ”),
as it may be amended or supplemented from time to time (the “ Registration Statement ”), to which this consent is an
exhibit, as a person who is to become a director of each of the Co-Registrants upon consummation of the Business Combination (as such
term is defined in the Registration Statement) involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration
Statement.
|
/s/ Barbara Dalibard |
|
Barbara Dalibard |
Dated May 26, 2026 |
|
### EX-99.8 - CONSENT OF KATHY SAVITT TO BE NAMED AS A DIRECTOR
EX-99.8
14
ea028286102ex99-8.htm
CONSENT OF KATHY SAVITT TO BE NAMED AS A DIRECTOR
Exhibit 99.8
CONSENT OF PROSPECTIVE DIRECTOR
In accordance with Rule 438
promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the registration statement on Form F-4
filed with the SEC by Bleichroeder Acquisition 2 France, Bleichroeder Acquisition Corp. II, and Pasqal Holdings SAS (the “ Co-Registrants ”),
as it may be amended or supplemented from time to time (the “ Registration Statement ”), to which this consent is an
exhibit, as a person who is to become a director of each of the Co-Registrants upon consummation of the Business Combination (as such
term is defined in the Registration Statement) involving the Co-Registrants and to the filing of this consent as an exhibit to the Registration
Statement.
|
/s/ Kathy Savitt |
|
Kathy Savitt |
Dated May 26, 2026 |
|
### EX-FILING FEES - CALCULATION OF FILING FEE TABLES
Filing Fee Exhibit
0002119292
1
2026-05-21
2026-05-21
0002119292
2
2026-05-21
2026-05-21
0002119292
3
2026-05-21
2026-05-21
0002119292
4
2026-05-21
2026-05-21
0002119292
2026-05-21
2026-05-21
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-4
BLEICHROEDER ACQUISITION FRANCE MERGER SUB 2
Table 1: Newly Registered and Carry Forward Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Line Item Type |
|
Security Type |
|
Security Class Title |
|
Notes |
|
Fee Calculation
Rule |
|
Amount Registered |
|
Proposed Maximum Offering
Price Per Unit |
|
Maximum Aggregate Offering Price |
|
Fee Rate |
|
Amount of Registration Fee |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Newly Registered Securities |
Fees to be Paid |
|
Equity |
|
New Pasqal Ordinary Shares |
|
(1) |
|
Other |
|
38,333,333 |
|
$ |
10.28 |
|
$ |
394,066,663.24 |
|
0.0001381 |
|
$ |
54,420.61 |
Fees to be Paid |
|
Equity |
|
New Pasqal Ordinary Shares |
|
(2) |
|
Other |
|
238,564,113 |
|
|
0.04 |
|
|
9,542,564.52 |
|
0.0001381 |
|
|
1,317.83 |
Fees to be Paid |
|
Equity |
|
Warrants, each Warrant exercisable for one New Pasqal Ordinary Share at an exercise price of $11.50 |
|
(3) |
|
Other |
|
17,333,333 |
|
|
|
|
|
|
|
0.0001381 |
|
|
0.00 |
Fees to be Paid |
|
Equity |
|
New Pasqal Ordinary Shares issuable upon exercise of Warrants |
|
(4) |
|
Other |
|
17,333,333 |
|
$ |
13.12 |
|
$ |
227,413,328.96 |
|
0.0001381 |
|
$ |
31,405.78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Offering Amounts: |
|
$ |
631,022,556.72 |
|
|
|
|
87,144.22 |
Total Fees Previously Paid: |
|
|
|
|
|
|
|
0.00 |
Total Fee Offsets: |
|
|
|
|
|
|
|
0.00 |
Net Fee Due: |
|
|
|
|
|
|
$ |
87,144.22 |
__________________________________________
Offering Note(s)
(1) |
On February 28, 2026, Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company (“SPAC”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among SPAC, Bleichroeder Acquisition France Merger Sub 2, a French a société anonyme and wholly owned subsidiary of Bleichroeder (“New Pasqal”), and Pasqal Holding SAS, a société par actions simplifiée formed under the laws of the Republic of France (“Pasqal” or the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings as set forth in the Business Combination Agreement. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”.
As part of the Business Combination, (i) each issued and outstanding Class A ordinary share, par value $0.0001 per share, of the SPAC (the “SPAC Class A Ordinary Shares”) and each issued and outstanding Class B ordinary share, par value $0.0001 per share, of the SPAC (the “SPAC Class B Ordinary Shares” and, together with the SPAC Class A Ordinary Shares, the “SPAC Shares”) will be exchanged for one ordinary shares of New Pasqal (“New Pasqal Ordinary Share”), (ii) the existing equityholders of Pasqal (other than holders of Rollover BSPCEs) will receive New Pasqal Ordinary Shares based on the Exchange Ratio and (iii) the existing holders of Rollover BSPCEs of Pascal will receive rights to subscribe for New Pasqal Ordinary Shares based on the Exchange Ratio.
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Pursuant to 457(c) promulgated under the Securities Act and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price for the New Pasqal Ordinary Shares to be issued in exchange for the SPAC Shares is equal to the product obtained by multiplying (i) $10.28, which represents the average of the high and low prices of the SPAC Class A Ordinary Shares on the Nasdaq Stock Market LLC (“Nasdaq”) on May 19, 2026, such date being within five business days of the date that this registration statement was first filed with the U.S. Securities and Exchange Commission (the “SEC”), by (ii) 38,333,333, the aggregate number of SPAC Shares (consisting of 28,750,000 SPAC Class A Ordinary Shares and 9,583,333 SPAC Class B Ordinary Shares) issued and outstanding and to be exchanged for New Pasqal Ordinary Shares on a one-for-one basis in the Business Combination. The SPAC Class B Ordinary Shares automatically convert into SPAC Class A Ordinary Shares on a one-for-one basis in connection with the closing of the Business Combination, and accordingly the per-share value of the SPAC Class A Ordinary Shares determined in accordance with Rule 457(c) under the Securities Act is used as the per-share value for both classes of SPAC Shares.
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(2) |
As part of the Business Combination, (i) each issued and outstanding SPAC Class A Ordinary Share and each issued and outstanding SPAC Class B Ordinary Share will be exchanged for one New Pasqal Ordinary Share, (ii) the existing equityholders of Pasqal (other than holders of Rollover BSPCEs) will receive New Pasqal Ordinary Shares based on the Exchange Ratio and (iii) the existing holders of Rollover BSPCEs of Pascal will receive rights to subscribe for New Pasqal Ordinary Shares based on the Exchange Ratio.
Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Pursuant to Rule 457(f)(2) under the Securities Act and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price for the New Pasqal Ordinary Shares to be issued in exchange for ordinary shares of Pasqal is an amount equal to $1,317.83, calculated as the product of (i) 238,564,113, the aggregate number of Pasqal ordinary shares to be exchanged in the Business Combination, and (ii) $0.04, which is an amount equal to the U.S. dollar equivalent (calculated using the noon-buying rate of the Federal Reserve Bank of New York on May 21, 2026, such date being within five business days of the date that this registration statement was first filed with the SEC) of one-third of the €0.10 par value per share of the Pasqal ordinary shares. Pasqal is a privately held company, no market exists for its securities, and Pasqal has an accumulated deficit.
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(3) |
As part of the Business Combination, each issued and outstanding warrant exercisable for one SPAC Class A Ordinary Share at an exercise price of $11.50 per share (a “SPAC Warrant”) will cease separate existence and trading and will be converted into a warrant to purchase one ordinary share of New Pasqal.
Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Represents warrants to purchase New Pasqal Ordinary Shares (the “Warrants”) to be issued in connection with the Business Combination in exchange for the SPAC’s outstanding 9,583,333 public warrants to purchase SPAC Class A ordinary shares (the “Public Warrants”) and the SPAC’s outstanding 7,750,000 private placement warrants to purchase SPAC Class A Ordinary Shares.
The maximum number of Warrants and New Pasqal Ordinary Shares issuable upon exercise of the Warrants are being simultaneously registered hereunder. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Warrants has been allocated to the New Pasqal Ordinary Shares issuable upon exercise of the Warrants and included in the registration fee paid in respect of such New Pasqal Ordinary Shares. No additional registration fee is payable pursuant to Rule 457(g) promulgated under the Securities Act.
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(4) |
As part of the Business Combination, each issued and outstanding SPAC Warrant will cease separate existence and trading and will be converted into a Warrant to purchase one ordinary share of New Pasqal.
Pursuant to Rule 416(a) promulgated under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
Represents the estimated maximum number of New Pasqal Ordinary Shares issuable upon the exercise of the Warrants. Based on the sum of (a) $1.62 the average of the high and low prices for Public Warrants on Nasdaq on May 19, 2026 and (b) $11.50, the exercise price of the Public Warrants.
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