Pasqal director gains 2.5M shares, 1.5M warrants
Rhea-AI Filing Summary
Pasqal Holding SA (PSQL) reports that director Michel Combes, through an entity associated with him, acquired indirect beneficial interests in Ordinary Shares and warrants as part of a corporate restructuring tied to Pasqal’s business combination with Bleichroeder Acquisition Corp. II. On August 27, 2026, Bleichroeder Sponsor 2 LLC distributed all of its Pasqal Ordinary Shares and warrants pro rata to its members for no consideration, followed by a similar pro rata distribution by Bleichroeder Management 2 LLC to its own members. Securities reported on this Form 4 were distributed to MC Advisory L.L.C-FZ, an entity formed in Dubai of which Combes is manager; the securities are held by MC Advisory, and Combes may be deemed to beneficially own them but disclaims beneficial ownership except to the extent of any pecuniary interest.
The filing records MC Advisory’s receipt of 2,511,667 Ordinary Shares and 1,500,000 warrants (each warrant exercisable for one Ordinary Share at an exercise price of $11.50 per share, exercisable 30 days after completion of the business combination and expiring five years after completion). The transactions are classified as exempt, “other” acquisitions under Rule 16a-13 and did not involve cash consideration or open-market trading, and no Rule 10b5-1 trading plan is reported.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 4,011,667 shares
Other
2 txns
Insider
Combes Michel
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Warrants F1, F2, F3, F4, F5 | 1,500,000 | -- | -- |
| Other | Ordinary Shares F1, F2, F3, F4, F5 | 2,511,667 | -- | -- |
Holdings After Transaction:
Warrants — 1,500,000 contracts (Indirect, See footnote);
Ordinary Shares — 2,511,667 shares (Indirect, See footnote)
Footnotes (5)
- 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.
- 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.
Key Figures
Warrants acquired: 1,500,000 warrants
Ordinary Shares acquired: 2,511,667 shares
Warrant exercise price: $11.50 per share
+5 more
8 metrics
Warrants acquired
1,500,000 warrants
Warrants to purchase Ordinary Shares held indirectly through MC Advisory after August 27, 2026 distribution
Ordinary Shares acquired
2,511,667 shares
Ordinary Shares of Pasqal Holding SA held indirectly through MC Advisory after August 27, 2026 distribution
Warrant exercise price
$11.50 per share
Exercise price for each warrant to purchase one Ordinary Share
Warrant exercisability
30 days after completion of Business Combination
Warrants become exercisable 30 days following completion of the business combination
Warrant expiration
Five years after completion of Business Combination
Expiration of warrants, subject to earlier redemption or liquidation
Sponsor distribution of Ordinary Shares
9,583,333 shares
Aggregate Ordinary Shares distributed by Bleichroeder Sponsor 2 LLC to its members on August 27, 2026
Sponsor distribution of warrants
5,000,000 warrants
Aggregate warrants distributed by Bleichroeder Sponsor 2 LLC to its members on August 27, 2026
Restructuring shares and warrants reported
4,011,667 securities
Total Ordinary Shares and warrants (2,511,667 shares + 1,500,000 warrants) reported for MC Advisory
Key Terms
Agreement and Plan of Merger, Business Combination, Rule 16a-13, Section 16 of the Exchange Act, +2 more
6 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated February 28, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Business Combination financial
"with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" (the "Issuer") (the "Business Combination")"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Rule 16a-13 regulatory
"Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934"
Section 16 of the Exchange Act regulatory
"the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act"
pro rata distribution financial
"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"
A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.
pecuniary interest financial
"Mr. Combes disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein"
FAQ
What did PSQL director Michel Combes report on this Form 4?
He reported that an entity he manages, MC Advisory L.L.C-FZ, received 2,511,667 Ordinary Shares and 1,500,000 warrants of Pasqal Holding SA on August 27, 2026, as part of a pro rata, no‑consideration distribution following Pasqal’s business combination with Bleichroeder Acquisition Corp. II.
How many Pasqal (PSQL) warrants are involved and what are their key terms?
MC Advisory received 1,500,000 warrants, each to purchase one Ordinary Share of Pasqal Holding SA at an exercise price of $11.50 per share. The warrants are exercisable 30 days after completion of the business combination and expire five years after completion.
How does Michel Combes describe his beneficial ownership of these PSQL securities?
The securities are held by MC Advisory, an entity of which he is manager. He may be deemed to beneficially own the securities but disclaims beneficial ownership except to the extent of any pecuniary interest in them.
Were the Pasqal (PSQL) distributions exempt from Section 16 reporting rules?
Yes. The distributions by Bleichroeder Sponsor 2 LLC and Bleichroeder Management 2 LLC, and MC Advisory’s acquisition, are stated to be exempt from Section 16 under Rule 16a-13 of the Exchange Act as pro rata distributions to members.
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