Pasqal (PSQL) Director Andrew Gundlach Receives Shares & Warrants

What Happened

• Andrew Gundlach, a director of Pasqal Holding SA (PSQL), acquired a total of 4,011,666 securities on August 27, 2026: 2,511,666 ordinary shares (50,233 + 2,461,433) and 1,500,000 derivative securities (30,000 + 1,470,000), the latter representing warrants to purchase ordinary shares. No purchase price is reported (N/A); the securities were distributed pro rata by the sponsor and management LLC in connection with the business combination and were received for no consideration. These transactions were reported on Form 4 as “other acquisition or disposition (J).”

Key Details

• Transaction date: August 27, 2026. Price: N/A (distributed for no consideration).
• Holdings acquired: 2,511,666 ordinary shares; 1,500,000 warrants (derivative securities exercisable per footnote terms).
• Shares/warrants were distributed by Bleichroeder Sponsor 2 LLC and Bleichroeder Management 2 LLC to members (pro rata) in connection with the SPAC business combination and conversion of Bleichroeder securities into Pasqal securities (see footnotes).
• Exemption: Distributions and acquisitions were reported as exempt from Section 16 under Rule 16a-13.
• Ownership after transaction: Not specified in the provided excerpt of the filing.
• Filing timeliness: Reported on Aug 27, 2026 (same day as transaction), not indicated as late.

Context

• The derivative amounts represent warrants that were converted from the SPAC’s warrants into warrants to purchase Pasqal ordinary shares; per the filing these warrants become exercisable 30 days after the business combination and generally expire five years after closing.
• These were not open-market purchases or exercises indicating cash paid by the director; they were pro rata distributions tied to the SPAC merger. Such distributions are administrative in nature and do not necessarily signal an insider’s independent market view.
• The filing notes some securities were distributed to The ASG 2019 Irrevocable Trust (of which Mr. Gundlach is trustee); he disclaims beneficial ownership of trust securities except to the extent of any pecuniary interest.