SCHEDULE: Bpifrance Entities Form Joint Filing Group for Pasqal Holding SA

Several Bpifrance entities have jointly filed a Schedule 13D, disclosing a combined beneficial ownership of 11.4% in Pasqal Holding SA following a business combination.

Summary

• Bpifrance Participations S.A., Bpifrance Investissement S.A.S., Caisse des Dpts, EPIC Bpifrance, and Bpifrance S.A. have formed a joint filing group.
• This group collectively beneficially owns 24,480,841 Ordinary Shares of Pasqal Holding SA, representing 11.4% of the outstanding shares as of August 27, 2026.
• This ownership stake was acquired through a business combination involving Bleichroeder Acquisition Corp. II, Merger Sub, and Pasqal Holding SAS.
• The filing confirms the acquisition of shares, convertible bonds, and warrants as part of this business combination.
• Bpifrance Investissement has secured rights to propose one member to Pasqal Holding SA's Board of Directors.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the confirmation of a significant ownership stake and strategic alignment, though it lacks specific forward-looking financial performance data.

Positives

• Confirmation of a significant, stable ownership stake (11.4%) by a major French investment entity (Bpifrance) in Pasqal Holding SA.
• Strategic alignment indicated by Bpifrance Investissement's right to appoint a board member, suggesting a long-term investment perspective.
• The acquisition of shares, convertible bonds, and warrants as part of a business combination suggests a structured and strategic entry into the company.

Negatives

• The filing is primarily a disclosure of ownership and does not contain detailed financial performance metrics or forward-looking guidance for Pasqal Holding SA.
• The beneficial ownership calculation includes estimated shares from convertible bonds and warrants, which are subject to conversion and exercise conditions.
• The lock-up agreement imposes restrictions on the sale of shares for a significant period (up to 180 days post-closing or until a price target is met).

Risks

• The value of the convertible bonds and warrants is contingent on Pasqal Holding SA's future stock performance and the satisfaction of conversion/exercise terms.
• The lock-up agreement restricts the Reporting Persons' ability to liquidate their holdings in the short to medium term.
• Potential future changes in investment strategy by the Reporting Persons could impact the stability of their shareholding.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Pasqal Holding SA. However, the Registration Rights Agreement outlines the company's commitment to file a Shelf Registration Statement within 30 days of closing and have it declared effective within 90-120 days, indicating a plan for future share resales.

Management Comments

• 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.
• 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.

Industry Context

StockSavvy.ai notes that this filing reflects a common strategy for institutional investors, particularly government-backed entities like Bpifrance, to consolidate reporting and signal strategic interest following significant corporate events such as business combinations or SPAC mergers. The focus on quantum computing (implied by Pasqal's business) is a high-growth, capital-intensive sector where such strategic partnerships are crucial.

Comparison to Industry Standards

• The 11.4% ownership stake by Bpifrance is substantial for a single institutional investor in the quantum computing sector, indicating a strong commitment.
• The inclusion of board representation rights is standard practice for significant investors in technology companies to ensure oversight and strategic input.
• The structure involving convertible bonds and warrants is a typical financing mechanism in early-stage or growth-phase technology companies to defer dilution and align investor incentives with company performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The joint filing and board representation by Bpifrance signal a significant, potentially stabilizing, institutional presence. The lock-up agreement may limit immediate selling pressure but also restricts liquidity for the Reporting Persons.
• Management and Board of Directors: Increased oversight and strategic input from Bpifrance due to board representation.
• Creditors/Suppliers: No direct impact mentioned, but a stable major shareholder can imply long-term operational stability.

Next Steps

• Bpifrance Investissement will exercise its right to propose one member to the Issuer's Board of Directors.
• The Issuer will file a Shelf Registration Statement covering the resale of Registrable Securities within 30 days of the Closing.
• The Shelf Registration Statement is expected to be declared effective by the SEC within 90-120 days after the Closing.
• The Reporting Persons may, from time to time, consider and formulate plans regarding the Issuer's securities and may engage in discussions with management or the board.

Key Dates

Recommendation

The filing confirms a significant ownership stake by a strategic investor and board representation, which is positive. However, it lacks specific financial performance data or future guidance for Pasqal Holding SA. The lock-up period and the nature of the investment (including convertible bonds and warrants) suggest a longer-term investment horizon, making a 'hold' recommendation appropriate pending further financial disclosures.

Keywords

Pasqal Holding SA, Bpifrance, Schedule 13D, Joint Filing Agreement, Ordinary Shares, Convertible Bonds, Warrants, Business Combination