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SCHEDULE 13D Filed 2026-09-03 Event 2026-08-27 SEC 0001104659-26-105160 →

Bpifrance Participations SA Pasqal Holding SA PSQLW

Stake: 11.40% Shares: 24,480,841 CUSIP: F70289107 Class: Ordinary Shares, nominal value EUR0.02 per share

Item 4 — Purpose of Transaction

The information set forth in or incorporated by reference in Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 4. The Reporting Persons acquired the Ordinary Shares pursuant to the transactions contemplated by that certain Agreement and Plan of Merger, dated February 28, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the "Business Combination Agreement") by and among Bleichroeder, Merger Sub, and Pasqal Holding SAS, a French societe par actions simplifiee (the "Legacy Pasqal"), the additional agreements contemplated therein, and the transactions contemplated therein and thereby, including the Reincorporation Merger (as defined below) and the Merger (as defined below) (the "Business Combination"). Pursuant to the Business Combination, (i) Bleichroeder merged with and into Merger Sub (the "Reincorporation Merger"), with Merger Sub continuing as the surviving company (the "Bleichroeder Surviving Corporation"), and (ii) promptly after the Reincorporation Merger and in accordance with applicable French laws, Legacy Pasqal merged with and into Bleichroeder Surviving Corporation (the "Merger" and, together with the Reincorporation Merger, the "Mergers"), with Bleichroeder Surviving Corporation continuing as the surviving company and changed its name to "Pasqal Holding SA" ("New Pasqal" or "Issuer"). Pursuant to the Merger, among other things, each issued and outstanding (i) "Class Seed" Ordinary Share, par value EUR0.10 per share, of Legacy Pasqal, (ii) common ordinary share, par value EUR0.10 per share, of Legacy Pasqal, (iii) "Class A" ordinary share, EUR0.10 per share, of Legacy Pasqal, (iv) "Class B" ordinary share, EUR0.10 per share, of Legacy Pasqal, and (v) "Class C" ordinary share, EUR0.10 per share, of Legacy Pasqal, was exchanged for Bleichroeder Surviving Corporation Ordinary Share (hereinafter referred to the "Ordinary Shares") using an exchange ratio calculated in accordance with the merger agreement entered into in connection with the Merger (the "French Merger Agreement") by dividing the overall value of Legacy Pasqal and the overall value of Bleichroeder Surviving Corporation (based on a deemed value of $10 per share of Bleichroeder Surviving Corporation). Pursuant to the Board Representation Letter (as defined below), Bpifrance Investissement has the right to designate one member of the Issuer Board of Directors and accordingly may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. All of the Ordinary Shares that are beneficially owned by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Cross-References

Insider Activity (last 365d)
10 transactions
2 buys · 0 sales · 0 awards/exercises
Issuer Cluster
1 13D/G filings on this issuer
0 other filings besides this one
Filer Track Record
25 filings by this filer
24 other filings in the data moat
Short Interest
Not in latest FINRA snapshot

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2026-08-27 Gundlach Andrew director J 50,233
2026-08-27 Gundlach Andrew director J 2,461,433
2026-08-27 Gundlach Andrew director J 30,000 $11.50 $345K
2026-08-27 Gundlach Andrew director J 1,470,000 $11.50 $16.91M
2026-08-27 Combes Michel director J 2,511,667
2026-08-27 Combes Michel director J 1,500,000 $11.50 $17.25M
2026-08-27 Bpifrance Investissement S.A.S. director J 15,936,582
2026-08-27 Bpifrance Investissement S.A.S. director J 6,200,510
2026-08-27 Bpifrance Investissement S.A.S. director Buy $12.00
2026-08-27 Bpifrance Investissement S.A.S. director Buy 1,302,083 $12.00 $15.62M

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