Form 4 for PSQL Pasqal Holding SA

Accepted 2026-08-27 19:25:11 ET · period of report 2026-08-27 · accession 0001213900-26-094509 · 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
DI	2026-08-27 19:25	2026-08-27	PSQL	Combes Michel	Dir	J - Other	—	+2.51M	2.51M	New	—
DI	2026-08-27 19:25	2026-08-27	PSQL	Combes Michel	Dir	J - Other	—	+1.50M	1.50M	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	2,511,667	—	2,511,667	I See footnote	—	—	(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" (the "Issuer") (the "Business Combination"). (F2) 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. (F3) 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. (F4) 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. (F3) 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. (F4) 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. (F5) 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.
2	Derivative	Warrants	2026-08-27	J	A	1,500,000	—	1,500,000	I See footnote	$11.50 · 2026-09-26 to 2031-08-27	1,500,000 Ordinary Shares	(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" (the "Issuer") (the "Business Combination"). (F2) 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. (F3) 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. (F4) 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. (F3) 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. (F4) 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. (F5) 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.