Form SCHEDULE 13G Pasqal Holding SA Filed by: Quantonation Co-Investment SPV I, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Pasqal Holding SA (Name of Issuer) |
Ordinary shares, EUR 0.02 par value per share (Title of Class of Securities) |
(CUSIP Number) |
08/27/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Quantonation I | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
21,924,691.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The percent of class is based upon 212,293,691 ordinary shares of Pasqal Holding SAS (the "Issuer") outstanding as of September 1, 2026, as reported in the Issuer's registration statement on Form F-1 (No. 333-298830), filed with the Securities and Exchange Commission on September 1, 2026.
(2) The reporting person is a French fonds professionnel de capital investissement.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Quantonation Co-Investment SPV I, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
322,853.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The percent of class is based upon 212,293,691 ordinary shares of the Issuer outstanding as of September 1, 2026, as reported in the Issuer's registration statement on Form F-1 (No. 333-298830), filed with the Securities and Exchange Commission on September 1, 2026.
(2) The reporting person is a limited liability company.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
FPCI Quantonation Co-Investment SPV II | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,200,858.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The percent of class is based upon 212,293,691 ordinary shares of the Issuer outstanding as of September 1, 2026, as reported in the Issuer's registration statement on Form F-1 (No. 333-298830), filed with the Securities and Exchange Commission on September 1, 2026.
(2) The reporting person is a French fonds professionnel de capital investissement.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Quantonation Ventures SAS | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FRANCE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
24,448,402.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) The reported share amounts consist of ordinary shares of the Issuer held directly by each of (i) Quantonation I, (ii) Quantonation Co-Investment SPV I, LLC and (iii) FPCI Quantonation Co-Investment SPV II, of which the reporting person is the investment manager and, as a result, may be deemed to have beneficial ownership over the securities held directly thereby.
(2) The percent of class is based upon 212,293,691 ordinary shares of the Issuer outstanding as of September 1, 2026, as reported in the Issuer's registration statement on Form F-1 (No. 333-298830), filed with the Securities and Exchange Commission on September 1, 2026.
(3)The reporting person is a French societe par actions simplifiee registered with the Paris Trade and Companies Register under number 849 813 522.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Pasqal Holding SA | |
| (b) | Address of issuer's principal executive offices:
24, rue Emile Baudot, Palaiseau, I0 91120 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by:
(i) Quantonation I (the "Fund");
(ii) Quantonation Co-Investment SPV I, LLC ("Co-Invest I");
(iii) FCPI Quantonation Co-Investment SPV II ("Co-Invest II"); and
(iv) Quantonation Ventures SAS (the "Investment Manager," and each of the Fund, Co-Invest I, Co-Invest II and the Investment Manager, a "Reporting Person") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Persons is 58, rue d'Hauteville, 75010 Paris. | |
| (c) | Citizenship:
Quantonation I is a French fonds professionnel de capital investissement, Co-Invest I is a Delaware limited liability company, Co-Invest II is a French fonds professionnel de capital investissement and the Investment Manager is a French societe par actions simplifiee registered with the Paris Trade and Companies Register under number 849 813 522. | |
| (d) | Title of class of securities:
Ordinary shares, EUR 0.02 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Fund is the beneficial owner of 21,924,691 ordinary shares held directly thereby, of which it has sole voting and dispositive power. Co-Invest I is the beneficial owner of 322,853 ordinary shares held directly thereby, of which it has sole voting and dispositive power. Co-Invest II is the beneficial owner of 2,200,858 ordinary shares held directly thereby, of which it has sole voting and dispositive power. The Investment Manager may be deemed to beneficially own the shares owned by each of the Fund, Co-Invest I and Co-Invest II, as the investment manager of each such Reporting Person. | |
| (b) | Percent of class:
The Fund: 10.3%
Co-Invest I: 0.2%
Co-Invest II: 1.0%
Investment Manager: 11.5% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Fund: 21,924,691
Co-Invest I: 322,853
Co-Invest II: 2,200,858
Investment Manager: 24,448,402 | ||
| (ii) Shared power to vote or to direct the vote:
N/A | ||
| (iii) Sole power to dispose or to direct the disposition of:
The Fund: 21,924,691
Co-Invest I: 322,853
Co-Invest II: 2,200,858
Investment Manager: 24,448,402 | ||
| (iv) Shared power to dispose or to direct the disposition of:
N/A | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS