Pasqal Holding SA (PSQL) has filed a shelf registration covering the potential primary issuance of up to 17,333,333 Ordinary Shares upon exercise of outstanding Public and Private Placement Warrants, each exercisable at $11.50 per share, and the resale by selling securityholders of up to 286,674,886 Ordinary Shares and 7,750,000 Private Placement Warrants.
The company will receive cash only if the Warrants or Investment Warrants are exercised, with net proceeds earmarked for general corporate purposes; it will receive no proceeds from selling securityholder resales. The filing also details Pasqal’s recent SPAC Business Combination, a $312.5 million Senior Unsecured Convertible Bond financing, and its position as an emerging growth and foreign private issuer developing neutral-atom quantum computing systems.
Pasqal Holding SA (PSQL), a French neutral-atom quantum computing company, has filed a Form F-1 to register a mixed primary and resale offering. The filing covers the potential issuance of up to 17,333,333 Ordinary Shares upon exercise of existing Public and Private Placement Warrants, and the resale of up to 286,674,886 Ordinary Shares plus 7,750,000 Private Placement Warrants by selling securityholders. Pasqal will receive cash only if Warrants or Investment Warrants are exercised, which it expects to use for general corporate purposes; it will receive no proceeds from securityholder resales.
Pasqal reports approximately $360 million (€310 million) of cash after its SPAC business combination and a concurrent $312.5 million Senior Unsecured Convertible Bond financing, alongside €16.4 million of 2025 revenue and significant operating losses. The company targets large-scale neutral-atom quantum processors, serves enterprise and government customers globally, and highlights extensive risk factors, including early-stage losses, substantial future capital needs, intense competition, complex French and cross-border regulatory constraints, and potential dilution from Warrants and Convertible Bonds.
Pasqal Holding SA (PSQL) has an initial ownership report showing that EIC Fund indirectly holds 14,510,094 Ordinary Shares of the company as of August 27, 2026. The shares are directly owned by EIC Fund; Alter Domus Management Co S.A. serves as the alternative investment fund manager of EIC Fund and may be deemed a beneficial owner through its management role, with each party disclaiming beneficial ownership beyond its pecuniary interest.
Under an August 27, 2026 letter agreement, for so long as EIC Fund and its affiliates beneficially own any ordinary shares of Pasqal Holding SA, EIC Fund is entitled to propose the appointment of one member to the company’s Board of Directors, so each reporting person may be deemed a “director by deputization” for Section 16 purposes. Because Pasqal Holding SA qualifies as a foreign private issuer, the reporting persons’ transactions in its equity securities are disclosed as exempt from Sections 16(b) and 16(c) of the Exchange Act.
Pasqal Holding SA (ticker PSQL) filed an initial insider ownership report for director Jean Raby on Form 3. The company is identified as a foreign private issuer under Rule 3a12-3(b) of the Securities Exchange Act, so the director’s transactions in its equity securities are exempt from Sections 16(b) and 16(c). No specific holdings or transactions are reported in this filing.
Pasqal Holding SA (PSQL) received a Schedule 13G from Inflection Point Fund I, LP and related entities reporting beneficial ownership of 15,890,625 Ordinary Shares, representing 7.0% of the class. This includes 2,000,000 shares currently held, plus derivatives convertible into additional shares.
The stake consists of 1,000,000 shares underlying warrants exercisable at $11.50 per share, 5,729,167 shares issuable from senior unsecured convertible bonds at an initial conversion price of $12.00, and 7,161,458 shares issuable upon warrants at $12.00 per share, all held through Inflection Point Fund I. Voting and dispositive power are shared among the reporting entities and ultimately determined by a three-member investment committee that, under the described “rule of three,” results in no individual committee member being deemed a beneficial owner of the fund’s securities.
Pasqal Holding SA (PSQL) has a new major shareholder group, as several Bpifrance-related French public investment entities collectively report beneficial ownership of 24,480,841 Ordinary Shares, representing 11.4% of the company’s Ordinary Shares outstanding as of August 27, 2026.
The stake is held through two Bpifrance-managed funds that received shares in connection with a cross-border business combination involving Bleichroeder Acquisition Corp. II and the former Pasqal Holding SAS, and includes 1,041,666 shares from senior unsecured convertible bonds and 1,302,083 shares underlying warrants at a $12.00 conversion/exercise price. Bpifrance Investissement also holds a contractual right to designate one board member, is subject to a lock-up with a 180‑day and share-price release mechanism, and benefits from registration rights for its securities, with liquidated damages of 1% of the SPA amount per 30‑day period if certain registration deadlines are not met.
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.
Pasqal Holding SA (PSQL) has a new Section 16 reporting person, Bpifrance Investissement S.A.S., which is treated as a director by deputization. Under an August 27, 2026 letter agreement, for as long as Bpifrance Investissement and its affiliates beneficially own any ordinary shares, it may propose one member to Pasqal’s Board of Directors, initially through a legal-entity board member that has appointed Nicolas Berdou as its permanent representative.
Pasqal Holding SA (PSQL) reports that director Nicolas Berdou has filed an initial statement of beneficial ownership of securities. The filing does not list any transactions or any Pasqal Holding SA securities currently owned, either directly or indirectly, by the reporting person.
Pasqal Holding SA (PSQL), a French quantum computing company, completed its business combination with SPAC Bleichroeder Acquisition Corp. II on August 27, 2026, creating “New Pasqal” and listing its Ordinary Shares and public warrants on Nasdaq under the symbols PSQL and PSQLW.
The merger dissolved Legacy Pasqal into the surviving French entity via a fusion-absorption, issuing 200,000,000 Ordinary Shares to former Legacy Pasqal shareholders at an exchange ratio of 22.736. As of August 27, 2026, Pasqal had 212,293,691 Ordinary Shares outstanding. Heavy SPAC redemptions removed 26,039,602 shares and about $266.0 million from the trust, leaving roughly $27.7 million released at closing.
To fund growth, Pasqal closed a March 2026 financing of $312.5 million Senior Unsecured Convertible Bonds (initially convertible into 26,041,667 shares at $12.00) and 32,552,083 Investment Warrants at $12.00, contributing to pro forma cash of €343.8 million but also pro forma debt of €413.3 million and negative equity of €35.1 million. New risk factors highlight French foreign investment controls that can restrict non‑EU investors crossing a 10% voting threshold, potentially affecting liquidity and change-of-control transactions.
Pasqal also reports strategic Saudi Arabia activity: a memorandum of understanding with Eleven Ventures to form a joint venture “Pasqal Arabia” (subject to board approval and definitive agreements) and a research collaboration agreement with KACST to advance quantum technologies and quantum-safe cryptography, both aimed at expanding its regional footprint but with no assured commercial outcomes.