Pasqal Holding SA filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission on November 2, 2026, to register ordinary shares issuable under five equity compensation plans, including three new 2026 programs and two legacy BSPCE plans rolled over from a business combination completed in August 2026.

Key Highlights

  • Five plans covered: The registration covers the 2026 Restricted Stock Units Plan, the 2026 Founder Share Subscription Warrants (BSPCE) Program, the 2026 Stock Option Program, the Pasqal Holding SAS BSPCE-Management Plan, and the Pasqal Holding SAS BSPCE-Employees Plan.
  • Ordinary share nominal value: The ordinary shares being registered carry a nominal value of €0.02 per share, according to the filing.
  • Business combination date: Bleichroeder Acquisition Corp. II, Bleichroeder Acquisition France Merger Sub 2, and Pasqal Holding SAS consummated their business combination on August 27, 2026.
  • Merger agreement origin: The Agreement and Plan of Merger was dated February 28, 2026, as amended, according to the filing.
  • Plans effective date: The three 2026 equity plans were approved in connection with the business combination and became effective on August 27, 2026, the filing states.
  • Emerging growth company: The registrant indicated it is an emerging growth company and has not elected to use the extended transition period for complying with new or revised financial accounting standards.
  • Rollover BSPCEs assumed: At the effective time of the merger, each then-issued and outstanding Rollover BSPCE was assumed by Pasqal Holding SA and grants the right to subscribe for ordinary shares, with share counts adjusted to reflect the exchange ratio.

Pasqal Holding SA Registers Shares Under Post-Merger Equity Programs

According to the filing, Pasqal Holding SA (NASDAQ:PSQL) submitted this Form S-8 to register ordinary shares, nominal value €0.02 per share, issuable under three newly created 2026 equity plans and two legacy plans carried over from the company formerly known as Pasqal Holding SAS. The three 2026 plans cover restricted stock units, founder share subscription warrants (BSPCEs), and stock options. The two legacy plans are the Pasqal Holding SAS BSPCE-Management Plan and the Pasqal Holding SAS BSPCE-Employees Plan, which generated the "Rollover BSPCEs" assumed by the current registrant.

The filing describes the corporate history leading to this registration. On August 27, 2026, Bleichroeder Acquisition Corp. II merged with and into Bleichroeder Acquisition France Merger Sub 2, a French societe anonyme and subsidiary of Bleichroeder, with Merger Sub continuing as the surviving company. Legacy Pasqal then merged with and into that surviving company, which subsequently changed its name to Pasqal Holding SA. The filing states that at the effective time of the merger, each then-issued and outstanding Rollover BSPCE was assumed by Pasqal Holding SA, with the number of shares adjusted to reflect the exchange ratio, and on the same terms and conditions, including vesting, exercise period, and expiration date, as were applicable immediately prior to the merger's effective time.

The filing incorporates by reference the registrant's Shell Company Report on Form 20-F filed with the Commission on September 2, 2026 (File No. 001-43463), as well as Reports on Form 6-K furnished on August 27, 2026, September 24, 2026, and September 28, 2026, and the description of ordinary shares contained in the Form 8-A filed on August 27, 2026 (File No. 001-43463). The registrant also disclosed that it maintains liability insurance for directors and officers, and has entered into contractual indemnification agreements with directors and executive officers, subject to limitations under French law.

What Was Disclosed

Pasqal Holding SA filed a Form S-8 on November 2, 2026, registering ordinary shares issuable under five equity compensation plans following its August 27, 2026 business combination with Bleichroeder Acquisition Corp. II and the rollover of legacy BSPCE awards into the new corporate entity.