Pasqal director acquires 22.2M shares, warrants
Pasqal Holding SA (PSQL) reported that director and ten percent owner Georges-Olivier Reymond acquired equity interests in connection with the closing of a business combination involving Bleichroeder Acquisition Corp. II and Pasqal Holding SAS.
Rhea-AI Filing Summary
Pasqal Holding SA (PSQL) reported that director and ten percent owner Georges-Olivier Reymond acquired equity interests in connection with the closing of a business combination involving Bleichroeder Acquisition Corp. II and Pasqal Holding SAS. On August 27, 2026, he received 22,185,680 ordinary shares, reflecting an automatic conversion of ordinary shares of Legacy Pasqal into newly issued ordinary shares of Pasqal Holding SA based on an exchange ratio of 22.7361449900136.
On the same date, he was granted 8,000 Founder Share Subscription Warrants ("BSPCEs"), representing rights to acquire 181,889 ordinary shares, with an exercise price of EUR 50 per share and an expiration date of July 29, 2046. As of the filing date, 2,000 BSPCEs have vested and are exercisable for 45,472 ordinary shares, and the remaining BSPCEs vest in three equal annual installments starting March 15, 2027. No Rule 10b5-1 trading plan is reported for these transactions.
Positive
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Negative
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Insider Trade Summary
Grant/Award: 22,193,680 shares
Grant/Award
2 txns
Insider
Reymond Georges-Olivier
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Founder Share Subscription Warrants ("BSPCEs") F1, F2, F4, F6, F5 | 8,000 | -- | -- |
| Grant/Award | Ordinary Shares F1, F2, F3 | 22,185,680 | -- | -- |
Holdings After Transaction:
Founder Share Subscription Warrants ("BSPCEs") — 8,000 contracts (Direct);
Ordinary Shares — 22,185,680 shares (Direct)
Footnotes (6)
- F1. Received 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").
- F3. Represents 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.
- F4. The exercise price is EUR 50.
- F5. As 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.
- F6. Pursuant 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.
Key Figures
Ordinary shares acquired: 22,185,680 shares
Exchange Ratio: 22.7361449900136
BSPCE warrants granted: 8,000 BSPCEs
+5 more
8 metrics
Ordinary shares acquired
22,185,680 shares
Automatically converted from Legacy Pasqal shares upon business combination consummation on August 27, 2026
Exchange Ratio
22.7361449900136
Ratio used to convert Legacy Pasqal ordinary shares into Pasqal Holding SA ordinary shares
BSPCE warrants granted
8,000 BSPCEs
Founder Share Subscription Warrants received on August 27, 2026
Underlying ordinary shares for BSPCEs
181,889 shares
Ordinary shares of Pasqal Holding SA underlying the 8,000 BSPCEs after exchange ratio adjustment
BSPCE exercise price
EUR 50 per share
Exercise price disclosed for the BSPCE warrants
Vested BSPCEs as of filing
2,000 BSPCEs; 45,472 shares
Vested BSPCEs exercisable for 45,472 ordinary shares as of the reporting date
BSPCE expiration date
July 29, 2046
Expiration date of the BSPCE warrants
Future vesting schedule
3 equal annual installments
Remaining BSPCEs vest annually beginning March 15, 2027
Key Terms
Business Combination Agreement, Exchange Ratio, Reincorporation Merger, BSPCEs, +2 more
6 terms
Business Combination Agreement regulatory
"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")"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Exchange Ratio financial
"pursuant to the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement (the "Exchange Ratio")"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Reincorporation Merger regulatory
"(i) the merger of Bleichroeder with and into Merger Sub, with Merger Sub continuing as the surviving company (the "Reincorporation Merger""
A reincorporation merger is a corporate action where a company creates or uses a new legal entity in a different jurisdiction and merges the old company into it, effectively changing its legal “home.” For investors it matters because the new legal address can alter taxes, shareholder rights, regulatory requirements and listing rules—think of it like a household moving to a new state where different laws and costs apply; the move can change paperwork, investor protections and potential long‑term value.
BSPCEs financial
"Founder Share Subscription Warrants ("BSPCEs")"
assumed by the Issuer regulatory
"legacy BSPCEs of Legacy Pasqal were assumed by the Issuer, granting each holder the right to subscribe"
FAQ
What insider transactions did Georges-Olivier Reymond report for PSQL on August 27, 2026?
He reported acquiring 22,185,680 ordinary shares of Pasqal Holding SA via conversion of Legacy Pasqal shares and receiving 8,000 BSPCE warrants representing 181,889 ordinary shares, all on August 27, 2026, in connection with the completed business combination.
What are the key terms of the BSPCE warrants reported for PSQL?
Reymond was granted 8,000 BSPCE warrants with an exercise price of EUR 50 per share, expiring on July 29, 2046. They are exercisable for 181,889 ordinary shares of Pasqal Holding SA after adjusting the underlying shares to reflect the exchange ratio.
Were Reymond’s August 27, 2026 PSQL transactions under a Rule 10b5-1 plan?
No. The filing indicates no Rule 10b5-1 trading plan for these transactions, and the acquisitions were tied to the consummation of the business combination described in the Business Combination Agreement.
AI-generated analysis. How Rhea-AI works. Not financial advice.
