SEC FORM 4

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SEC Form 4

FORM 4

UNITED 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

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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^*

Combes Michel

(Last)

(First)

(Middle)

C/O PASQAL HOLDING SA

24 AV. EMILE BAUDOT

(Street)

PALAISEAU

91120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pasqal Holding SA [ PSQL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/27/2026		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		2,511,667	A	⁽³⁾⁽⁴⁾	2,511,667	I	See footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$11.5	08/27/2026		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		1,500,000		09/26/2026	08/27/2031	Ordinary Shares	1,500,000	⁽³⁾⁽⁴⁾	1,500,000	I	See footnote⁽⁵⁾

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated February 28, 2026, as amended, by and among Bleichroeder Acquisition Corp. II, a Cayman Islands exempted company ("Bleichroeder"), Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme ("Merger Sub"), and Pasqal Holding SAS, a French societe par actions simplifiee ("Pasqal"), whereby Bleichroeder merged with and into Merger Sub, with Merger Sub continuing as the surviving company, and Pasqal merged with and into Merger Sub, with Merger Sub surviving the merger and being renamed "Pasqal Holding SA" (the "Issuer") (the "Business Combination").

2. As a result of the Business Combination, each ordinary share of Bleichroeder was automatically converted into ordinary shares, par value (euro) 0.02 per share ("Ordinary Shares"), of the Issuer, and each outstanding warrant of Bleichroeder was automatically converted into a warrant to purchase one Ordinary Share of the Issuer. Such warrants are exercisable 30 days after the completion of the Business Combination and expire five years after the completion of the Business Combination or earlier upon redemption or liquidation.

3. On August 27, 2026, in connection with the consummation of the Business Combination, Bleichroeder Sponsor 2 LLC ("Sponsor") distributed an aggregate of 9,583,333 Ordinary Shares of the Issuer and 5,000,000 warrants to its members as a pro rata distribution for no consideration in accordance with the terms of the Sponsor's limited liability company agreement. Bleichroeder Management 2 LLC ("BM2") was the managing member of the Sponsor and received its pro rata share of such distribution. Under Rule 16a-13 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the reported distribution by the Sponsor to its members was exempt from Section 16 of the Exchange Act.

4. On August 27, 2026, BM2 distributed such Ordinary Shares of and warrants of Issuer to its members as a pro rata distribution for no consideration in accordance with the terms of its limited liability company agreement. The securities reported herein were distributed to MC Advisory L.L.C-FZ ("MC Advisory") on such basis. Under Rule 16a-13 promulgated under the Exchange Act, the reported distribution by BM2 to its members and the acquisition by MC Advisory were exempt from Section 16 of the Exchange Act.

5. Includes securities which were distributed to MC Advisory, an entity formed in Dubai of which Michel Combes is the manager, in connection with the distribution by the Sponsor and BM2 of all of the Ordinary Shares and warrants held by it to its members, respectively. The securities are held by MC Advisory. Mr. Combes is the manager of MC Advisory and may be deemed to beneficially own such securities. Mr. Combes disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.

	/s/ Michel Combes	08/27/2026
	** Signature of Reporting Person	Date
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