SEC Form 4 · accession 0001193125-26-371433
Pasqal Holding SA · PSQL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Georges-Olivier Reymond
Director · 10% Owner
Period of report
Aug 27, 2026
Accepted (ET)
Aug 27, 2026 · 4:45 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 SharesF1,F2,F3 | Aug 27, 2026 | A | 22,185,680 | — | A | 22,185,680 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Founder Share Subscription Warrants ("BSPCEs")F1,F2,F6,F4,F5 | — | Aug 27, 2026 | A | 8,000 | A | — | Jul 29, 2046 | Ordinary Shares | 181,889 | 8,000 | D |
Explanation of responses
- F1Received 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,
- F2(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").
- F3Represents 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.
- F4The exercise price is EUR 50.
- F5As 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.
- F6Pursuant 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.