Pasqal CTO reports 1.0M shares, warrants on 7.6M
Pasqal Holding SA (PSQL) reported that Chief Technology Officer Loic Antoine Henriet acquired equity interests in connection with the completion of Pasqal’s business combination with Bleichroeder Acquisition Corp. II.
Rhea-AI Filing Summary
Pasqal Holding SA (PSQL) reported that Chief Technology Officer Loic Antoine Henriet acquired equity interests in connection with the completion of Pasqal’s business combination with Bleichroeder Acquisition Corp. II. The reporting reflects both ordinary shares and founder share subscription warrants (BSPCEs) assumed and converted under the Business Combination Agreement’s exchange mechanics.
Henriet was granted or acquired 1,034,244 Ordinary Shares of Pasqal, which represent Legacy Pasqal ordinary shares previously held directly by him that were automatically converted into newly issued Pasqal ordinary shares using an Exchange Ratio of 22.7361449900136. He also holds 332,753 BSPCEs, which are founder share subscription warrants assumed by Pasqal. These BSPCEs carry an exercise price of EUR 50 and are exercisable for up to 7,565,520 Ordinary Shares of Pasqal when fully vested.
As of the reporting date, 129,055 BSPCEs have fully vested and are exercisable for 2,934,213 Ordinary Shares. The remaining BSPCEs vest in equal monthly installments in three tranches: (i) 1,946 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 1,442 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 3,544 BSPCEs from September 1, 2026 to July 1, 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 1,366,997 shares
Grant/Award
2 txns
Insider
Henriet loic Antoine
Role
Chief Technology Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Founder Share Subscription Warrants ("BSPCEs") F1, F2, F4, F6, F5 | 332,753 | -- | -- |
| Grant/Award | Ordinary Shares F1, F2, F3 | 1,034,244 | -- | -- |
Holdings After Transaction:
Founder Share Subscription Warrants ("BSPCEs") — 332,753 contracts (Direct);
Ordinary Shares — 1,034,244 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 foontnote 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 exerecise price is Eur 50.
- F5. As of the date hereof, 129,055 of the BSPCEs have fully vested and are exercisable for 2,934,213 ordinary shares of the Issuer. The remaining BSPCEs will vest in equal monthly installments of (i) 1,946 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 1,442 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 3,544 BSPCEs from September 1, 2026 to July 1, 2029.
- 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: 1,034,244 shares
BSPCEs held: 332,753 warrants
Underlying Ordinary Shares for BSPCEs: 7,565,520 shares
+5 more
8 metrics
Ordinary Shares acquired
1,034,244 shares
Ordinary Shares of Pasqal Holding SA held directly by the reporting person after conversion of Legacy Pasqal shares
BSPCEs held
332,753 warrants
Founder Share Subscription Warrants (BSPCEs) held directly by the reporting person following the business combination
Underlying Ordinary Shares for BSPCEs
7,565,520 shares
Maximum number of Pasqal ordinary shares underlying all BSPCEs when fully vested and exercisable
BSPCE exercise price
EUR 50 per BSPCE
Exercise price disclosed for the founder share subscription warrants assumed by Pasqal
Vested BSPCEs
129,055 warrants
Number of BSPCEs vested and exercisable as of the reporting date
Shares underlying vested BSPCEs
2,934,213 shares
Ordinary shares of Pasqal issuable upon exercise of vested BSPCEs as of the reporting date
Exchange Ratio
22.7361449900136
Ratio used to convert Legacy Pasqal ordinary shares into Pasqal Holding SA ordinary shares in the business combination
BSPCE expiration date
July 31, 2046
Expiration date for the reported BSPCE founder share subscription warrants
Key Terms
Founder Share Subscription Warrants ("BSPCEs"), Business Combination Agreement, Reincorporation Merger, Exchange Ratio, +1 more
5 terms
Business Combination Agreement financial
"in connection with the Agreement and Plan of Merger, 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.
Reincorporation Merger financial
"the merger of Bleichroeder with and into Merger Sub, 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.
Exchange Ratio financial
"pursuant to the exchange ratio of 22.7361449900136 set forth in the Business Combination Agreement"
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.
BSPCEs financial
"legacy BSPCEs of Legacy Pasqal were assumed by the Issuer"
FAQ
What insider equity awards did Pasqal Holding SA (PSQL) report for CTO Loic Antoine Henriet?
Pasqal reported that CTO Loic Antoine Henriet holds 1,034,244 Ordinary Shares and 332,753 founder share subscription warrants (BSPCEs), all directly owned. These positions arise from the consummation of the business combination and assumption of Legacy Pasqal awards.
What is the exercise price of the BSPCE founder warrants held by Pasqal’s CTO?
The BSPCE founder share subscription warrants held by Pasqal’s CTO have an exercise price of EUR 50 per warrant. These warrants, assumed in the merger, give the right to subscribe for Pasqal ordinary shares, with the number of underlying shares adjusted by the exchange ratio.
What is the vesting schedule for the remaining BSPCEs reported for Pasqal’s CTO?
Beyond the 129,055 vested BSPCEs, remaining BSPCEs vest monthly in three tranches: (i) 1,946 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 1,442 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 3,544 BSPCEs from September 1, 2026 to July 1, 2029.
Was the Pasqal (PSQL) Form 4 transaction made under a Rule 10b5-1 trading plan?
No. The filing indicates that no Rule 10b5-1 trading plan is reported for these transactions. The document-level checkbox for Rule 10b5-1 was not marked as affirming use of such a plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
