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PSQL 424B3: Shelf registration

Pasqal Holding SA

Filed with the SEC on · accession 0001213900-26-107394

PSQL filed a 424B3 (prospectus (offering)) with the SEC on Oct 7, 2026. Pasqal Holding SA filed a 424B3 prospectus to register up to 17,333,333 ordinary shares issuable upon exercise of warrants and up to 286,674,886 ordinary shares plus 7,750,000 private placement warrants for resale by selling securityholders. The stock moved +6.1% by the first close after the filing.

Summary of the filing

Pasqal Holding SA filed a 424B3 prospectus to register up to 17,333,333 ordinary shares issuable upon exercise of warrants and up to 286,674,886 ordinary shares plus 7,750,000 private placement warrants for resale by selling securityholders. The company will not receive proceeds from the resale of shares by selling securityholders, but may receive proceeds from cash exercises of warrants.

For details, click here →How to read a 424B3 →

Key details

Ordinary shares issuable upon exercise of warrants$17.3M
Ordinary shares offered by selling securityholders$286.7M
Private placement warrants offered by selling securityholders$7.8M
Warrant exercise price per ordinary share$12
Conversion price per ordinary share for convertible bonds$8
Last reported sales price of ordinary shares on Nasdaq$7
Last reported sales price of public warrants on Nasdaq$1
IssuerPasqal Holding SA
Predecessor/spacBleichroeder Acquisition Corp. II
SponsorBleichroeder Sponsor 2 LLC
Private placement warrant holderCohen & Company Securities, LLC
Private placement warrant holderClear Street LLC
Legacy company merged into issuerPasqal Holding SAS

How PSQL stock reacted

Close before

$6.84

Oct 6, 2026

First close after

+6.14%

$7.26

5 trading days

-8.33%

$6.27

Since filing

-36.40%

$4.35

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Frequently asked questions

What did PSQL file with the SEC on Oct 7, 2026?

PSQL filed a 424B3 (Shelf registration). Pasqal Holding SA filed a 424B3 prospectus to register up to 17,333,333 ordinary shares issuable upon exercise of warrants and up to 286,674,886 ordinary shares plus 7,750,000 private placement warrants for resale by selling securityholders. The company will not receive proceeds from the resale of shares by selling securityholders, but may receive proceeds from cash exercises of warrants.

What does a shelf registration mean for PSQL stock?

New shares dilute existing holders and are often sold at a discount to the market price.

How do I read a 424B3?

The final terms of an offering of shares or bonds. Look at price, number of shares and the discount to the market price. Large offerings dilute existing shareholders.

Why are SEC filings important?

Public companies must tell the SEC about anything that can change their value — results, leadership changes, big deals, new shares, bankruptcy. Filings are the official source, often before the news. A 424B3 (prospectus (offering)): The final terms of an offering of shares or bonds.

How did PSQL stock react to this filing?

PSQL closed at $6.84 before the filing and $7.26 on Oct 7, 2026 (+6.14%). Five trading days later: $6.27 (-8.33%).

Other PSQL SEC filings

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