PSQL · Pasqal Holding SA · Insider Trading
Trades by corporate insiders — officers, directors and holders of more than 10% of the shares — disclosed to the SEC on Forms 4 and 5. Form 3 supplies initial ownership rather than a trade; Form 4 must be filed within two business days of the trade.
| Date | Insider | Role | Type | Security | Shares |
|---|---|---|---|---|---|
| 2026-08-27 | Aspect Alain Jean |
Director |
Award↑
Filing footnotes — Ordinary Shares (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, Footnote 1 continued- (i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA". Represents ordinary shares of Legacy Pasqal that were held directly by the Reporting Person, which, upon the consummation of the Issuer's business combination and pursuant to the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement, were automatically converted into newly issued ordinary shares of the Issuer. |
Ordinary Shares
|
973,107 |
| 2026-08-27 | Gundlach Andrew |
Director |
Other↑
Filing footnotes — Warrants (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares, of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to Mr. Gundlach and The ASG 2019 Irrevocable Trust on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members, and the acquisition by Mr. Gundlach and The ASG 2019 Irrevocable Trust were exempt from Section 16 of the Exchange Act. Includes securities which were distributed to The ASG 2019 Irrevocable Trust, of which the reporting person is trustee, in connection with the distribution by the Sponsor and BM2 of all of the Ordinary Shares and warrants held by it to its members, respectively. Mr. Gundlach disclaims any beneficial ownership of the securities held by The ASG 2019 Irrevocable Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Warrants
(I)
|
1,470,000 |
| 2026-08-27 | Combes Michel |
Director |
Other↑
Filing footnotes — Warrants (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" (the "Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to MC Advisory L.L.C-FZ ("MC Advisory") on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members and the acquisition by MC Advisory were exempt from Section 16 of the Exchange Act. Includes securities which were distributed to MC Advisory, an entity formed in Dubai of which Michel Combes is the manager, in connection with the distribution by the Sponsor and BM2 of all of the Ordinary Shares and warrants held by it to its members, respectively. The securities are held by MC Advisory. Mr. Combes is the manager of MC Advisory and may be deemed to beneficially own such securities. Mr. Combes disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
Warrants
(I)
|
1,500,000 |
| 2026-08-27 | Gundlach Andrew |
Director |
Other↑
Filing footnotes — Ordinary Shares (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares, of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to Mr. Gundlach and The ASG 2019 Irrevocable Trust on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members, and the acquisition by Mr. Gundlach and The ASG 2019 Irrevocable Trust were exempt from Section 16 of the Exchange Act. Includes securities which were distributed to The ASG 2019 Irrevocable Trust, of which the reporting person is trustee, in connection with the distribution by the Sponsor and BM2 of all of the Ordinary Shares and warrants held by it to its members, respectively. Mr. Gundlach disclaims any beneficial ownership of the securities held by The ASG 2019 Irrevocable Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
Ordinary Shares
(I)
|
2,461,433 |
| 2026-08-27 | Combes Michel |
Director |
Other↑
Filing footnotes — Ordinary Shares (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" (the "Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to MC Advisory L.L.C-FZ ("MC Advisory") on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members and the acquisition by MC Advisory were exempt from Section 16 of the Exchange Act. Includes securities which were distributed to MC Advisory, an entity formed in Dubai of which Michel Combes is the manager, in connection with the distribution by the Sponsor and BM2 of all of the Ordinary Shares and warrants held by it to its members, respectively. The securities are held by MC Advisory. Mr. Combes is the manager of MC Advisory and may be deemed to beneficially own such securities. Mr. Combes disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein. |
Ordinary Shares
(I)
|
2,511,667 |
| 2026-08-27 | Reymond Georges-Olivier |
Director, 10% Owner |
Award↑
Filing footnotes — Founder Share Subscription Warrants ("BSPCEs") (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (Continued from footnote 1) (i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA" (the "Merger"). The exercise price is EUR 50. Pursuant to the Merger, legacy BSPCEs of Legacy Pasqal were assumed by the Issuer, granting each holder the right to subscribe for ordinary shares of the Issuer, with the number of underlying shares adjusted, as applicable, to reflect the Exchange Ratio. As of the date hereof, 2,000 of the BSPCEs have fully vested and are exercisable for 45,472 ordinary shares of the Issuer. The remaining BSPCEs will vest in three equal annual installments beginning on March 15, 2027. |
Founder Share Subscription Warrants ("BSPCEs")
|
8,000 |
| 2026-08-27 | Henriet loic Antoine |
Chief Technology Officer |
Award↑
Filing footnotes — Founder Share Subscription Warrants ("BSPCEs") (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (Continued from foontnote 1) (i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA" (the "Merger"). The exerecise price is Eur 50. Pursuant to the Merger, legacy BSPCEs of Legacy Pasqal were assumed by the Issuer, granting each holder the right to subscribe for ordinary shares of the Issuer, with the number of underlying shares adjusted, as applicable, to reflect the Exchange Ratio. As of the date hereof, 129,055 of the BSPCEs have fully vested and are exercisable for 2,934,213 ordinary shares of the Issuer. The remaining BSPCEs will vest in equal monthly installments of (i) 1,946 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 1,442 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 3,544 BSPCEs from September 1, 2026 to July 1, 2029. |
Founder Share Subscription Warrants ("BSPCEs")
|
332,753 |
| 2026-08-27 | Reymond Georges-Olivier |
Director, 10% Owner |
Award↑
Filing footnotes — Ordinary Shares (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (Continued from footnote 1) (i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA" (the "Merger"). Represents ordinary shares of Legacy Pasqal that were held directly by the Reporting Person, which, upon the consummation of the Issuer's business combination and pursuant to the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement (the "Exchange Ratio"), were automatically converted into newly issued ordinary shares of the Issuer. |
Ordinary Shares
|
22,185,680 |
| 2026-08-27 | Bpifrance Investissement S.A.S. |
Insider |
Buy↑
Filing footnotes — Ordinary Share Warrants (right to buy) (Indirect)
The conversion price is initially $12.00 per ordinary share, subject to adjustments for stock dividends, stock splits, combinations, reclassifications and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of ordinary shares at prices less than the conversion price then in effect. In addition, on the date that is six months after the closing of the Business Combination, if the 20-day volume-weighted average price of the the Issuer's ordinary shares is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.80 per ordinary share. The reported securities are included within the Senior Unsecured Convertible Bonds purchased by the reporting person for $10 million. In connection with the purchase of the Senior Unsecured Convertible Bonds, FPS Bpifrance Innovation I, Compartiment B Large Venture 2 received warrants to subscribe up to a number of ordinary shares equal to 125% of the total number of ordinary shares into which the Senior Unsecured Convertible Bonds were initially convertible at an exercise price of $12.00 per ordinary share. FPS Fonds Innovation Defense and FPS Bpifrance Innovation I, Compartiment B Large Venture 2 (together, the "Bpifrance Funds") directly or indirectly through sub-funds own the reported shares. The Bpifrance Funds are funds managed by Bpifrance Investissement S.A.S. ("Bpifrance Investissement"). Bpifrance Investissement may be deemed the beneficial owner of the reported shares, through its management of the Bpifrance Funds. |
Ordinary Share Warrants (right to buy)
(I)
|
1,302,083 |
| 2026-08-27 | Gundlach Andrew |
Director |
Other↑
Filing footnotes — Warrants (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares, of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to Mr. Gundlach and The ASG 2019 Irrevocable Trust on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members, and the acquisition by Mr. Gundlach and The ASG 2019 Irrevocable Trust were exempt from Section 16 of the Exchange Act. |
Warrants
|
30,000 |
| 2026-08-27 | Bpifrance Investissement S.A.S. |
Insider |
Buy↑
Filing footnotes — Senior Unsecured Convertible Bonds (Indirect)
The conversion price is initially $12.00 per ordinary share, subject to adjustments for stock dividends, stock splits, combinations, reclassifications and similar events and customary anti-dilution adjustments, including with respect to future issuances or sales of ordinary shares at prices less than the conversion price then in effect. In addition, on the date that is six months after the closing of the Business Combination, if the 20-day volume-weighted average price of the the Issuer's ordinary shares is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $7.80 per ordinary share. There is no maturity date for the Senior Unsecured Convertible Bonds. FPS Fonds Innovation Defense and FPS Bpifrance Innovation I, Compartiment B Large Venture 2 (together, the "Bpifrance Funds") directly or indirectly through sub-funds own the reported shares. The Bpifrance Funds are funds managed by Bpifrance Investissement S.A.S. ("Bpifrance Investissement"). Bpifrance Investissement may be deemed the beneficial owner of the reported shares, through its management of the Bpifrance Funds. Represents the number of ordinary shares estimated to be issued pursuant to the terms of the Senior Unsecured Convertible Bonds at the initial conversion price of $12.00 per ordinary share, which is subject to adjustment as described in footnote (3) above. |
Senior Unsecured Convertible Bonds
(I)
|
0 |
| 2026-08-27 | Bokhari Wasiq Mahmood |
Director, Chief Executive Officer |
Award↑
Filing footnotes — Founder Share Subscription warrants ("BSPCEs") (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, Footnote 1 continued-(i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA" (the "Merger"). The exercise price is EUR 50. Pursuant to the Merger, legacy BSPCEs of Legacy Pasqal were assumed by the Issuer, granting each holder the right to subscribe for ordinary shares of the Issuer, with the number of underlying shares adjusted, as applicable, to reflect the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement. As of the date hereof, 260,611 of the BSPCEs have fully vested and are exercisable for 5,925,289 ordinary shares of the Issuer. The remaining BSPCEs will vest in equal monthly installments of (i) 4,100 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 2,885 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 6,880 BSPCEs from September 1, 2026 to July 1, 2029. |
Founder Share Subscription warrants ("BSPCEs")
|
665,507 |
| 2026-08-27 | Henriet loic Antoine |
Chief Technology Officer |
Award↑
Filing footnotes — Ordinary Shares (Direct)
Received pursuant to the consummation of the Issuer's business combination, in connection with the Agreement and Plan of Merger, dated as of February 28, 2026 (as amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement"), by and among Bleichroeder Acquisition Corp. II ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2 ("Merger Sub"), and Pasqal Holding SAS ("Legacy Pasqal"), which provided for, among other things and subject to the terms and conditions contained in the Business Combination Agreement, (Continued from foontnote 1) (i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger", and Merger Sub as the surviving company of the Reincorporation Merger, the "Bleichroeder Surviving Corporation") and (ii) the merger of Legacy Pasqal with and into the Bleichroeder Surviving Corporation, with the Bleichroeder Surviving Corporation continuing as the surviving company and changing its name to "Pasqal Holding SA" (the "Merger"). Represents ordinary shares of Legacy Pasqal that were held directly by the Reporting Person, which, upon the consummation of the Issuer's business combination and pursuant to the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement (the "Exchange Ratio"), were automatically converted into newly issued ordinary shares of the Issuer. |
Ordinary Shares
|
1,034,244 |
| 2026-08-27 | Bpifrance Investissement S.A.S. |
Insider |
Other↑
Filing footnotes — Ordinary Shares (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, the Bpifrance Funds (as defined below) received ordinary shares of the Issuer in exchange for their shares of Pasqal securities pursuant to an exchange ratio set forth the in the merger agreement. FPS Fonds Innovation Defense and FPS Bpifrance Innovation I, Compartiment B Large Venture 2 (together, the "Bpifrance Funds") directly or indirectly through sub-funds own the reported shares. The Bpifrance Funds are funds managed by Bpifrance Investissement S.A.S. ("Bpifrance Investissement"). Bpifrance Investissement may be deemed the beneficial owner of the reported shares, through its management of the Bpifrance Funds. |
Ordinary Shares
(I)
|
15,936,582 |
| 2026-08-27 | Gundlach Andrew |
Director |
Other↑
Filing footnotes — Ordinary Shares (Direct)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares, of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to Mr. Gundlach and The ASG 2019 Irrevocable Trust on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members, and the acquisition by Mr. Gundlach and The ASG 2019 Irrevocable Trust were exempt from Section 16 of the Exchange Act. |
Ordinary Shares
|
50,233 |
| 2026-08-27 | Bpifrance Investissement S.A.S. |
Insider |
Other↑
Filing footnotes — Ordinary Shares (Indirect)
Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" ("Issuer") (the "Business Combination"). As a result of the Business Combination, the Bpifrance Funds (as defined below) received ordinary shares of the Issuer in exchange for their shares of Pasqal securities pursuant to an exchange ratio set forth the in the merger agreement. FPS Fonds Innovation Defense and FPS Bpifrance Innovation I, Compartiment B Large Venture 2 (together, the "Bpifrance Funds") directly or indirectly through sub-funds own the reported shares. The Bpifrance Funds are funds managed by Bpifrance Investissement S.A.S. ("Bpifrance Investissement"). Bpifrance Investissement may be deemed the beneficial owner of the reported shares, through its management of the Bpifrance Funds. |
Ordinary Shares
(I)
|
6,200,510 |