Pasqal director acquires 2.46M shares, 1.47M warrants
Pasqal Holding SA (PSQL) director Andrew Gundlach reported acquisitions of Ordinary Shares and warrants in connection with the closing of the Business Combination between Bleichroeder Acquisition Corp. II and Pasqal.
Rhea-AI Filing Summary
Pasqal Holding SA (PSQL) director Andrew Gundlach reported acquisitions of Ordinary Shares and warrants in connection with the closing of the Business Combination between Bleichroeder Acquisition Corp. II and Pasqal. On August 27, 2026, sponsor entities made pro rata, no‑consideration distributions of their Pasqal Ordinary Shares and warrants to members, including Mr. Gundlach and The ASG 2019 Irrevocable Trust. Following these restructuring transactions, he holds Ordinary Shares and related warrants both directly and indirectly through the trust, with the warrants exercisable at €11.50 per share starting September 26, 2026 and expiring August 27, 2031. The filing states these distributions and acquisitions were exempt under Rule 16a‑13, and Mr. Gundlach disclaims beneficial ownership of securities held by the trust except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 4,011,666 shares
Other
4 txns
Insider
Gundlach Andrew
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Warrants F1, F2, F3, F4 | 30,000 | -- | -- |
| Other | Warrants F1, F2, F3, F4, F5 | 1,470,000 | -- | -- |
| Other | Ordinary Shares F1, F2, F3, F4 | 50,233 | -- | -- |
| Other | Ordinary Shares F1, F2, F3, F4, F5 | 2,461,433 | -- | -- |
Holdings After Transaction:
Warrants — 30,000 contracts (Direct);
Warrants — 1,470,000 contracts (Indirect, See footnote);
Ordinary Shares — 50,233 shares (Direct);
Ordinary Shares — 2,461,433 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" ("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 Mr. Gundlach and The ASG 2019 Irrevocable Trust on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members, and the acquisition by Mr. Gundlach and The ASG 2019 Irrevocable Trust were exempt from Section 16 of the Exchange Act.
- F5. Includes securities which were distributed to The ASG 2019 Irrevocable Trust, of which the reporting person is trustee, 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. Mr. Gundlach disclaims any beneficial ownership of the securities held by The ASG 2019 Irrevocable Trust other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
Key Figures
Direct warrants acquired: 30,000 warrants
Indirect warrants held: 1,470,000 warrants
Direct Ordinary Shares held: 50,233 shares
+5 more
8 metrics
Direct warrants acquired
30,000 warrants
Warrants to purchase Ordinary Shares held directly by Andrew Gundlach after August 27, 2026 restructuring transactions
Indirect warrants held
1,470,000 warrants
Warrants to purchase Ordinary Shares held indirectly through The ASG 2019 Irrevocable Trust after the distributions
Direct Ordinary Shares held
50,233 shares
Ordinary Shares of Pasqal Holding SA held directly by Andrew Gundlach following August 27, 2026 transactions
Indirect Ordinary Shares held
2,461,433 shares
Ordinary Shares held indirectly through The ASG 2019 Irrevocable Trust after sponsor and BM2 distributions
Warrant exercise price
€11.50 per share
Exercise price of each warrant to purchase one Ordinary Share of Pasqal Holding SA
Warrant exercisability date
September 26, 2026
Date on which the converted Pasqal warrants become exercisable, 30 days after completion of the Business Combination
Warrant expiration date
August 27, 2031
Stated expiration date for the converted Pasqal warrants, five years after completion of the Business Combination
Securities distributed by Sponsor
9,583,333 Ordinary Shares; 5,000,000 warrants
Aggregate Ordinary Shares and warrants distributed by Bleichroeder Sponsor 2 LLC to its members on August 27, 2026
Key Terms
Agreement and Plan of Merger, Business Combination, pro rata distribution, Rule 16a-13, +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
"Issurer") ("Business Combination"). As a result of 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.
pro rata distribution financial
"distributed an aggregate of 9,583,333 Ordinary Shares ... as a pro rata distribution for no consideration"
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.
Rule 16a-13 regulatory
"Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934"
pecuniary interest financial
"disclaims any beneficial ownership ... other than to the extent of any pecuniary interest"
beneficial ownership regulatory
"Mr. Gundlach disclaims any beneficial ownership of the securities held"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
What insider transactions did PSQL director Andrew Gundlach report on this Form 4?
He reported acquiring Ordinary Shares and warrants of Pasqal Holding SA (PSQL) on August 27, 2026, through pro rata, no‑consideration distributions made in connection with the Business Combination and subsequent sponsor and BM2 LLC distributions to their members, including him and The ASG 2019 Irrevocable Trust.
What are the exercise terms of the PSQL warrants reported by Andrew Gundlach?
Each reported warrant is exercisable for one Ordinary Share at an exercise price of €11.50 per share, becomes exercisable on September 26, 2026, and expires on August 27, 2031, or earlier upon redemption or liquidation, as carried over from the former Bleichroeder warrants.
Were Andrew Gundlach’s PSQL transactions made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5‑1 checkbox is not checked, and the footnotes describe the acquisitions as pro rata, no‑consideration distributions in connection with the Business Combination and sponsor distributions, without identifying any Rule 10b5‑1 trading plan.
How does the Form 4 describe Andrew Gundlach’s indirect PSQL holdings through The ASG 2019 Irrevocable Trust?
The filing states that certain Ordinary Shares and warrants were distributed to The ASG 2019 Irrevocable Trust, of which Mr. Gundlach is trustee, and that he disclaims beneficial ownership of those securities except to the extent of any pecuniary interest he may have.
How were Bleichroeder securities converted into PSQL securities in this Business Combination?
In the Business Combination, each Bleichroeder ordinary share was automatically converted into an Ordinary Share of Pasqal Holding SA, and each outstanding Bleichroeder warrant was automatically converted into a warrant to purchase one Ordinary Share of Pasqal on the same exercise and expiration framework.
AI-generated analysis. How Rhea-AI works. Not financial advice.
