[SCHEDULE 13G] Pasqal Holding SA Passive Investment Disclosure (>5%)
Pasqal gets 7% passive stake from Inflection Point
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.
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.
Positive
None.
Negative
None.
Key Figures
Beneficially owned Ordinary Shares:15,890,625 sharesOwnership percentage:7.0%Ordinary Shares outstanding:212,293,691 shares+4 more
7 metrics
Beneficially owned Ordinary Shares15,890,625 sharesReported by Inflection Point entities as of the Schedule 13G filing
Ownership percentage7.0%Portion of Pasqal Ordinary Shares beneficially owned by the reporting persons
Ordinary Shares outstanding212,293,691 sharesShares outstanding as of September 1, 2026, used for ownership calculation
Ordinary Shares currently held2,000,000 sharesOrdinary Shares of Pasqal directly held by Inflection Point Fund I, LP
Warrants at $11.501,000,000 shares underlying warrants at $11.50 per shareOrdinary Shares underlying warrants held by Inflection Point Fund I, LP
Convertible bonds at $12.005,729,167 shares at $12.00 per shareOrdinary Shares issuable from senior unsecured convertible bonds held by Inflection Point Fund I, LP
Warrants at $12.007,161,458 shares at $12.00 per shareOrdinary Shares issuable upon exercise of certain warrants held by Inflection Point Fund I, LP
Key Terms
beneficial owner, senior unsecured convertible bonds, warrants, Shell Company Report on Form 20-F, +1 more
5 terms
beneficial ownerregulatory
"none of the individuals is deemed a beneficial owner of the entity's"
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.
senior unsecured convertible bondsfinancial
"pursuant to the terms of certain senior unsecured convertible bonds it holds"
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.
warrantsfinancial
"Ordinary Shares underlying warrants held by IPF that are exercisable"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Shell Company Report on Form 20-Fregulatory
"as reported in the Issuer's Shell Company Report on Form 20-F"
rule of threeregulatory
"Under the so-called "rule of three," if voting and dispositive decisions"
FAQ
What percentage of Pasqal Holding SA (PSQL) does Inflection Point report owning?
Inflection Point Fund I, LP and related entities report beneficial ownership of 7.0% of Pasqal Holding SA’s Ordinary Shares, based on the company’s reported 212,293,691 shares outstanding as of September 1, 2026, plus specified derivative securities held by Inflection Point.
How many Pasqal (PSQL) shares are beneficially owned by the Inflection Point entities?
The reporting entities disclose 15,890,625 Pasqal Ordinary Shares beneficially owned. This figure includes currently held shares and shares underlying warrants and senior unsecured convertible bonds that are convertible or exercisable into additional Ordinary Shares.
What types of securities related to Pasqal (PSQL) does Inflection Point hold?
Inflection Point holds 2,000,000 Ordinary Shares, 1,000,000 shares underlying warrants exercisable at $11.50 per share, 5,729,167 shares issuable from senior unsecured convertible bonds at $12.00 per share, and 7,161,458 shares issuable upon warrants at $12.00 per share.
How is voting power over Pasqal (PSQL) shares structured for Inflection Point?
The filing states 0 shares with sole voting power and 15,890,625 shares with shared voting power for each reporting person. Voting and dispositive decisions are made by a three-member investment committee, rather than by any single individual.
What is the role of each Inflection Point entity in the Pasqal (PSQL) holding?
Inflection Point Fund I, LP directly holds the Pasqal securities. Inflection Point GP I LLC is the fund’s general partner, and Inflection Point Asset Management LLC is the investment manager, each reporting shared voting and dispositive power over the same 15,890,625 shares.
On what share count is Inflection Point’s 7.0% Pasqal (PSQL) ownership based?
The 7.0% ownership is calculated using 212,293,691 Ordinary Shares outstanding as of September 1, 2026, as reported by Pasqal, plus 1,000,000 warrant shares, 5,729,167 convertible bond shares, and 7,161,458 warrant shares held by Inflection Point.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Pasqal Holding SA
(Name of Issuer)
Ordinary Shares, nominal value EUR0.02 per share
(Title of Class of Securities)
F70289107
(CUSIP Number)
08/27/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
F70289107
1
Names of Reporting Persons
Inflection Point Fund I, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,890,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,890,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,890,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
F70289107
1
Names of Reporting Persons
Inflection Point GP I LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,890,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,890,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,890,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited liability company
SCHEDULE 13G
CUSIP Number(s):
F70289107
1
Names of Reporting Persons
Inflection Point Asset Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
15,890,625.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,890,625.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,890,625.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited liability company
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Pasqal Holding SA
(b)
Address of issuer's principal executive offices:
24 Avenue Emile Baudot, Palaiseau, FRANCE , 91120.
Item 2.
(a)
Name of person filing:
This Schedule 13G is filed by Inflection Point Fund I, LP ("IPF"), Inflection Point GP I LLC ("IPGP") and Inflection Point Asset Management LLC ("IPAM," collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is 1680 Michigan Ave, Suite 700 #1016, Miami Beach, FL 33139.
(c)
Citizenship:
See response to row 4 on each cover page.
(d)
Title of class of securities:
Ordinary Shares, nominal value EUR0.02 per share
(e)
CUSIP Number(s):
F70289107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See the response to row 9 of the cover page of each Reporting Person. Consists of (i) 2,000,000 Ordinary Shares held by IPF, (ii) 1,000,000 Ordinary Shares underlying warrants held by IPF that are exercisable at $11.50 per share, subject to adjustment, (iii) 5,729,167 Ordinary Shares issuable to IPF pursuant to the terms of certain senior unsecured convertible bonds it holds, at the initial conversion price of $12.00 as of August 27, 2026, and (iv) 7,161,458 Ordinary Shares issuable upon exercise of certain warrants held by IPF at $12.00 per share, subject to adjustment. IPAM and IPGP are the investment manager and general partner, respectively, of IPF. Voting and dispositive power over securities beneficially owned by Inflection Point are vested in an investment committee of three members, including Michael Blitzer, a director of the Issuer, Kevin Shannon, who assisted the Issuer with its business combination with Bleichroeder Acquisition Corp. II, and a third individual who does not have, and has not had during the past three years, any relationship with the Issuer or any of its predecessors or affiliates. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities.
(b)
Percent of class:
See the response to row 11 of the cover page of each Reporting Person. Percentage ownership is based on an aggregate of 212,293,691 Ordinary Shares outstanding as September 1, 2026 as reported in the Issuer's Shell Company Report on Form 20-F (File No. 001-43463) filed on September 2, 2026, plus (i) 1,000,000 Ordinary Shares underlying warrants held by IPF that are exercisable at $11.50 per share, subject to adjustment, (ii) 5,729,167 Ordinary Shares issuable to IPF pursuant to the terms of certain senior unsecured convertible bonds it holds, at the initial conversion price of $12.00 as of August 27, 2026, and (iii) 7,161,458 Ordinary Shares issuable upon exercise of certain warrants held by IPF at $12.00 per share, subject to adjustment.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person.
(ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person, as well as the answer to Item 4(a).
(iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person, as well as the answer to Item 4(a).
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Inflection Point Fund I, LP
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Chief Investment Officer of Investment Manager
Date:
09/04/2026
Inflection Point GP I LLC
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Managing Member
Date:
09/04/2026
Inflection Point Asset Management LLC
Signature:
/s/ Michael Blitzer
Name/Title:
Michael Blitzer / Chief Investment Officer
Date:
09/04/2026
Exhibit Information
Exhibit 1 - Joint Filing Agreement, dated as of September 4, 2026, among the Reporting Persons.
