STOCK TITAN

Pasqal CEO granted 665k warrants for 15M shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pasqal Holding SA (PSQL) reported that Chief Executive Officer and director Wasiq Mahmood Bokhari received a grant of 665,507 Founder Share Subscription warrants ("BSPCEs") on August 27, 2026, each exercisable into ordinary shares at an exercise price of EUR 50 and expiring on July 31, 2046. These BSPCEs, which relate to 15,131,063 underlying ordinary shares, were received in connection with the business combination involving Bleichroeder Acquisition Corp. II and Legacy Pasqal. As of this filing, 260,611 BSPCEs have vested and are exercisable for 5,925,289 ordinary shares, with the remainder vesting in specified equal monthly installments through July 1, 2029. No Rule 10b5‑1 trading plan is reported for this award.

Positive

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Negative

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Insider Bokhari Wasiq Mahmood
Role Chief Executive Officer
Type Security Shares Price Value
Grant/Award Founder Share Subscription warrants ("BSPCEs") F1, F2, F3, F5, F4 665,507 -- --
Holdings After Transaction: Founder Share Subscription warrants ("BSPCEs") — 665,507 contracts (Direct)
Footnotes (5)
  1. 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,
  2. F2. Footnote 1 continued-(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").
  3. F3. The exercise price is EUR 50.
  4. F4. As of the date hereof, 260,611 of the BSPCEs have fully vested and are exercisable for 5,925,289 ordinary shares of the Issuer. The remaining BSPCEs will vest in equal monthly installments of (i) 4,100 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 2,885 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 6,880 BSPCEs from September 1, 2026 to July 1, 2029.
  5. F5. 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 of 22.7361449900136 set forth in the Business Combination Agreement.
BSPCEs granted 665,507 warrants Founder Share Subscription warrants ("BSPCEs") granted on August 27, 2026
Underlying ordinary shares 15,131,063 shares Ordinary shares underlying the 665,507 BSPCEs granted
Exercise price EUR 50 per BSPCE Exercise price for the BSPCEs
Expiration date July 31, 2046 Expiration of the BSPCEs
Vested BSPCEs 260,611 warrants BSPCEs fully vested and exercisable as of the filing date
Shares from vested BSPCEs 5,925,289 ordinary shares Ordinary shares issuable upon exercise of vested BSPCEs
Exchange ratio 22.7361449900136 Ratio used to adjust legacy BSPCEs in the business combination
Founder Share Subscription warrants ("BSPCEs") financial
"security titled Founder Share Subscription warrants ("BSPCEs")"
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
"adjusted, as applicable, to reflect the exchange ratio of 22.7361449900136"
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.
vest in equal monthly installments financial
"The remaining BSPCEs will vest in equal monthly installments"

FAQ

What derivative award did PSQL grant to CEO Wasiq Mahmood Bokhari?

Pasqal Holding SA granted 665,507 Founder Share Subscription warrants ("BSPCEs") to CEO Wasiq Mahmood Bokhari on August 27, 2026. These warrants relate to 15,131,063 underlying ordinary shares and expire on July 31, 2046.

What is the exercise price of the BSPCEs reported by PSQL?

The BSPCEs granted to Pasqal Holding SA (PSQL) CEO Wasiq Mahmood Bokhari have an exercise price of EUR 50 per warrant, as disclosed in the footnotes to the Form 4 filing.

How many of the PSQL BSPCEs are vested and exercisable now?

As of the Form 4 date, 260,611 BSPCEs have fully vested and are exercisable for 5,925,289 ordinary shares of Pasqal Holding SA (PSQL). The remaining BSPCEs will vest in monthly installments through July 1, 2029.

What is the vesting schedule for the remaining PSQL BSPCEs?

The remaining BSPCEs for Pasqal Holding SA (PSQL) CEO Wasiq Mahmood Bokhari vest in equal monthly installments of 4,100, 2,885, and 6,880 BSPCEs across three tranches from September 1, 2026, through dates ranging from July 1, 2028 to July 1, 2029.

Is the PSQL BSPCE grant made under a Rule 10b5-1 plan?

No. The Form 4 for Pasqal Holding SA (PSQL) indicates that the Rule 10b5‑1 checkbox is not selected, so no Rule 10b5‑1 trading plan is reported for this BSPCE grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Bokhari Wasiq Mahmood

(Last)(First)(Middle)
C/O PASQAL HOLDING SA
24 AV. EMILE BAUDOT

(Street)
PALAISEAU91120

(City)(State)(Zip)

FRANCE

(Country)
2. Issuer Name and Ticker or Trading Symbol
Pasqal Holding SA [ PSQL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Founder Share Subscription warrants ("BSPCEs")(1)(2)(3)08/27/2026A(1)(2)665,507 (4)07/31/2046Ordinary Shares15,131,063(5)665,507D
Explanation of Responses:
1. 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,
2. Footnote 1 continued-(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").
3. The exercise price is EUR 50.
4. As of the date hereof, 260,611 of the BSPCEs have fully vested and are exercisable for 5,925,289 ordinary shares of the Issuer. The remaining BSPCEs will vest in equal monthly installments of (i) 4,100 BSPCEs from September 1, 2026 to July 1, 2028, (ii) 2,885 BSPCEs from September 1, 2026 to January 1, 2029, and (iii) 6,880 BSPCEs from September 1, 2026 to July 1, 2029.
5. 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 of 22.7361449900136 set forth in the Business Combination Agreement.
/s/ Stephane Rougeot, by power of attorney08/27/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)