Pasqal director-linked fund buys 1.04M-share convertibles
Bpifrance-managed funds added convertible bonds, long-dated warrants and large ordinary share positions in Pasqal Holding SA on August 27, 2026.
Rhea-AI Filing Summary
Pasqal Holding SA (PSQL) reported that director-associated entity Bpifrance Investissement S.A.S., through its managed funds, entered into several equity-linked positions on August 27, 2026. FPS Bpifrance Innovation I, Compartiment B Large Venture 2 purchased Senior Unsecured Convertible Bonds initially convertible into 1,041,666 ordinary shares at a conversion price of $12.00 per share with no maturity date and anti-dilution adjustments. In connection with this bond purchase, the same fund received 1,302,083 ordinary share warrants exercisable at $12.00 per share until August 27, 2031. In addition, in the Business Combination that created Pasqal Holding SA, FPS Fonds Innovation Defense and the same Bpifrance innovation fund were allocated 15,936,582 and 6,200,510 ordinary shares, respectively. No Rule 10b5-1 trading plan is indicated.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 1,302,083 shares
Net Buy
4 txns
Insider
Bpifrance Investissement S.A.S.
Role
Director
Bought
1,302,083 shs
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Purchase | Senior Unsecured Convertible Bonds F3, F5, F2, F4 | -- | $10,000,000.00 as filed | -- |
| Purchase | Ordinary Share Warrants (right to buy) F3, F6, F2 | 1,302,083 | -- | -- |
| Other | Ordinary Shares F1, F2 | 15,936,582 | -- | -- |
| Other | Ordinary Shares F1, F2 | 6,200,510 | -- | -- |
- Price shown as filed: $10,000,000.00 per share fails the platform's plausibility check, so no transaction value is shown.
Holdings After Transaction:
Senior Unsecured Convertible Bonds — 0 contracts (Indirect, By FPS Bpifrance Innovation I, Compartiment B Large Venture 2);
Ordinary Share Warrants (right to buy) — 1,302,083 contracts (Indirect, By FPS Bpifrance Innovation I, Compartiment B Large Venture 2);
Ordinary Shares — 15,936,582 shares (Indirect, By FPS Fonds Innovation Defense);
Ordinary Shares — 6,200,510 shares (Indirect, By FPS Bpifrance Innovation I, Compartiment B Large Venture 2)
Footnotes (6)
- 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.
- 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.
- 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.
- F5. There is no maturity date for the Senior Unsecured Convertible Bonds.
- 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.
Key Figures
Underlying shares from Senior Unsecured Convertible Bonds: 1,041,666 ordinary shares
Convertible bond initial conversion price: $12.00 per ordinary share
Conversion price reset floor: $7.80 per ordinary share
+5 more
8 metrics
Underlying shares from Senior Unsecured Convertible Bonds
1,041,666 ordinary shares
Estimated issuable at the initial $12.00 conversion price
Convertible bond initial conversion price
$12.00 per ordinary share
Initial conversion price, subject to anti-dilution and other adjustments
Conversion price reset floor
$7.80 per ordinary share
Minimum reset level if 20-day VWAP is lower six months after closing
Ordinary share warrants received
1,302,083 warrants
Warrants to subscribe for ordinary shares linked to the bond purchase
Warrant exercise price
$12.00 per ordinary share
Exercise price of the Ordinary Share Warrants
Warrant expiration date
August 27, 2031
Expiration date of the Ordinary Share Warrants
Ordinary shares held via FPS Fonds Innovation Defense
15,936,582 ordinary shares
Indirectly owned after the Business Combination
Ordinary shares held via innovation fund
6,200,510 ordinary shares
Indirectly owned by FPS Bpifrance Innovation I, Compartiment B Large Venture 2
Key Terms
Senior Unsecured Convertible Bonds, anti-dilution adjustments, volume-weighted average price, Business Combination, +1 more
5 terms
Senior Unsecured Convertible Bonds financial
"The reported securities are included within the Senior Unsecured Convertible Bonds purchased"
A debt instrument that behaves like a loan carrying regular interest payments but gives the holder the option to convert the loan into the issuer’s stock. "Senior" means it ranks ahead of many other debts when the company pays creditors, while "unsecured" means there is no specific asset pledged as collateral, so recovery in default can be limited. Investors get steady income plus potential upside if the stock rises, but face higher credit risk than secured lenders and possible share dilution on conversion.
anti-dilution adjustments financial
"subject to adjustments for stock dividends, stock splits ... and customary anti-dilution adjustments"
Anti-dilution adjustments are changes made to the ownership stakes or value of an investment to protect investors from having their shares become less valuable if the company issues new shares at a lower price. Imagine buying a piece of a pie, and then the pie is cut into more slices without increasing in size—these adjustments help ensure your slice still retains its worth. They matter to investors because they help preserve the value of their investment when the company’s share price drops.
volume-weighted average price financial
"if the 20-day volume-weighted average price of the the Issuer's ordinary shares is less"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Business Combination financial
"As a result of the Business Combination, the Bpifrance Funds received ordinary shares"
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.
beneficial owner regulatory
"Bpifrance Investissement may be deemed the beneficial owner of the reported shares"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
What insider transactions did Bpifrance-associated funds report in PSQL on August 27, 2026?
Bpifrance-managed funds acquired Senior Unsecured Convertible Bonds initially convertible into 1,041,666 ordinary shares, received 1,302,083 ordinary share warrants, and held 15,936,582 and 6,200,510 ordinary shares in two funds following the Business Combination.
What are the key terms of the PSQL Senior Unsecured Convertible Bonds bought by Bpifrance funds?
The Senior Unsecured Convertible Bonds are initially convertible at $12.00 per ordinary share, with anti-dilution and stock event adjustments and no maturity date. The initial estimate is 1,041,666 ordinary shares issuable at this conversion price, subject to future adjustment mechanisms.
How many Pasqal Holding SA warrants did the Bpifrance fund receive and at what price?
FPS Bpifrance Innovation I, Compartiment B Large Venture 2 received 1,302,083 ordinary share warrants in connection with the bond purchase. Each warrant has an exercise price of $12.00 per ordinary share and is exercisable until August 27, 2031, as disclosed.
Is there a price adjustment feature on the PSQL convertible bonds held by Bpifrance funds?
Yes. Six months after the Business Combination closing, if the 20-day volume-weighted average price of PSQL ordinary shares is below the then-current conversion price, the conversion price will reset to the greater of that average price or $7.80 per share, subject to stated adjustments.
Were Bpifrance’s PSQL transactions made under a Rule 10b5-1 trading plan?
The filing indicates the Rule 10b5-1 checkbox is not checked, and no footnote describes a trading plan. Based on this disclosure, the reported August 27, 2026 transactions are not stated to be under a Rule 10b5-1 plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
