SEC Form 4 · accession 0001104659-26-105149

Pasqal Holding SA · PSQL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Bpifrance Investissement S.A.S.

Director

Period of report

Aug 27, 2026

Accepted (ET)

Sep 3, 2026 · 7:52 pm EDT

Rule 10b5-1 plan

box not checked

Issuer CIK

0002119292

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Ordinary Shares^F1,F2	Aug 27, 2026	J	15,936,582	—	A	15,936,582	I	By FPS Fonds Innovation Defense
Ordinary Shares^F1,F2	Aug 27, 2026	J	6,200,510	—	A	6,200,510	I	By FPS Bpifrance Innovation I, Compartiment B Large Venture 2

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Senior Unsecured Convertible Bonds^F3,F5,F2,F4	$12.00	Aug 27, 2026	P	—	A	Aug 27, 2026	—	Ordinary Shares	1,041,666	—	I
Ordinary Share Warrants (right to buy)^F6,F3,F2	$12.00	Aug 27, 2026	P	1,302,083	A	Aug 27, 2026	Aug 27, 2031	Ordinary Shares	1,302,083	1,302,083	I

Explanation of responses

F1Pursuant 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.
F2FPS 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.
F3The 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.
F4Represents 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.
F5There is no maturity date for the Senior Unsecured Convertible Bonds.
F6The 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.