SEC Form 4 · accession 0001213900-26-094510
Pasqal Holding SA · PSQL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Gundlach
Director
Period of report
Aug 27, 2026
Accepted (ET)
Aug 27, 2026 · 7:25 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 SharesF3,F4 | Aug 27, 2026 | J | 50,233 | — | A | 50,233 | D | |
| Ordinary SharesF3,F4,F5 | Aug 27, 2026 | J | 2,461,433 | — | A | 2,461,433 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF3,F4 | $11.50 | Aug 27, 2026 | J | 30,000 | A | Sep 26, 2026 | Aug 27, 2031 | Ordinary Shares | 30,000 | 30,000 | D |
| WarrantsF3,F4,F5 | $11.50 | Aug 27, 2026 | J | 1,470,000 | A | Sep 26, 2026 | Aug 27, 2031 | Ordinary Shares | 1,470,000 | 1,470,000 | 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").
- F2As 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.
- F3On 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.
- F4On 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.
- F5Includes 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.