Form 4 for PSQL Pasqal Holding SA

Accepted 2026-09-03 19:52:32 ET · period of report 2026-08-27 · accession 0001104659-26-105149 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DMI	2026-09-03 19:52	2026-08-27	PSQL	Bpifrance Investissement S.A.S.	Dir	J - Other	—	+22.14M	6.20M	New	—
DMI	2026-09-03 19:52	2026-08-27	PSQL	Bpifrance Investissement S.A.S.	Dir	P - Purchase	—	+1.30M	1.30M	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Ordinary Shares	2026-08-27	J	A	15,936,582	—	15,936,582	I By FPS Fonds Innovation Defense	—	—	(F1) 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. (F1) 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. (F2) 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.
2	Common	Ordinary Shares	2026-08-27	J	A	6,200,510	—	6,200,510	I By FPS Bpifrance Innovation I, Compartiment B Large Venture 2	—	—	(F1) 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. (F1) 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. (F2) 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.
3	Derivative	Senior Unsecured Convertible Bonds	2026-08-27	P	A	—	$10,000,000.00	12,500,000	I By FPS Bpifrance Innovation I, Compartiment B Large Venture 2	$12.00 · 2026-08-27 to —	1,041,666 Ordinary Shares	(F3) 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. (F5) There is no maturity date for the Senior Unsecured Convertible Bonds. (F2) 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. (F4) 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.
4	Derivative	Ordinary Share Warrants (right to buy)	2026-08-27	P	A	1,302,083	—	1,302,083	I By FPS Bpifrance Innovation I, Compartiment B Large Venture 2	$12.00 · 2026-08-27 to 2031-08-27	1,302,083 Ordinary Shares	(F3) 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. (F6) 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. (F2) 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.