425: Pasqal to List on Nasdaq via SPAC Merger

Sentiment:

Form 425 Filing


French quantum computing firm Pasqal announces plans to list on the Nasdaq stock exchange in the second half of 2026 through a merger with special purpose acquisition company Bleichroeder, aiming to access crucial European funding gaps.

Capital raiseThe SPAC merger with Bleichroeder Acquisition France Merger Sub 2 is expected to generate more than $500 million in fresh funding for Pasqal.Pasqal's CEO stated the company needed to raise more than $460 million to be competitive in the quantum computing space.The company plans a subsequent dual listing on Euronext after the Nasdaq IPO to further access capital.

Summary

  • French quantum computing company Pasqal is set to list on the Nasdaq stock exchange in the second half of 2026 via a merger with special purpose acquisition company (SPAC) Bleichroeder.
  • The merger is expected to value Pasqal at $2 billion pre-money and generate over $500 million in fresh funding.
  • CEO Wasiq Bokhari cited a "systematic disadvantage" in accessing capital in Europe as the primary driver for the US listing.
  • Pasqal reported revenues of €16.5 million in 2025, with net losses exceeding €92 million in the same year.
  • The company acknowledges significant future losses and the possibility that quantum computing technology may never achieve commercialization or market acceptance.
  • Pasqal has deployed seven quantum computers, with three more in production, positioning it ahead of some competitors.
  • The company plans a subsequent dual listing on the European stock market Euronext after the Nasdaq IPO.
  • Pasqal is committed to maintaining its French roots, including keeping core hardware development in the country.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive filing, driven by the significant capital raise and strategic Nasdaq listing, but tempered by the high-risk nature of quantum computing and substantial current losses.

Positives

  • Secures access to significant capital through a Nasdaq listing via SPAC merger, expected to generate over $500 million in funding.
  • Achieves a $2 billion pre-money valuation, indicating strong investor confidence in its future potential.
  • Has deployed seven quantum computers with three more in production, demonstrating tangible progress in a nascent field.
  • Plans a subsequent dual listing on Euronext, aiming to bridge European and US capital markets and maintain European presence.
  • Commitment to preserving French roots and core hardware development in France, fostering national technological sovereignty.

Negatives

  • Significant net losses of over €92 million in 2025, with expectations of continued substantial losses in the foreseeable future.
  • The commercial traction of quantum computing technology is not guaranteed and may never occur.
  • The 2025 revenue of €16.5 million was derived from a small number of customers and is largely project-based.
  • The $2 billion valuation represents a multiple of approximately 100x 2025 revenues, significantly higher than typical public market multiples for established companies.

Risks

  • The emergent nature of quantum computing technology and the potential for significant technical challenges.
  • Uncertainty regarding the commercialization and market acceptance of quantum computing technology.
  • Reliance on strategic partners and other third parties for business operations and growth.
  • The inability to consummate the business combination or failure to realize its anticipated benefits.
  • Disruption to Pasqal's current plans and operations due to the business combination process.
  • Pasqal's ability to maintain, protect, and defend its intellectual property rights.
  • General economic, political, social, and business conditions.
  • Uncertainty or changes with respect to laws and regulations.
  • Potential for additional risks not currently known or believed to be material.

Future Outlook

Pasqal expects significant losses for the foreseeable future and acknowledges the uncertainty of commercial traction for quantum computing technology. The company aims to grow rapidly and establish itself as a leading player with the capital raised from the Nasdaq listing.

Management Comments

  • "We felt at a systematic disadvantage compared to other companies which are in other countries or are publicly listed, and which are able to access the right level of capital at the right time."
  • "In deeptech sectors like quantum computing, you need to raise a lot of funds. Our estimate was that we needed to raise more than 400m ($460m) just to be in the game."
  • "When you look at funding sources available for late-stage deeptech companies in Europe, there is basically nothing [...] It's very much a structural question everyone is facing in Europe."
  • "You can't apply the same multiples for high-growth companies. For high-growth companies like deeptech and quantum computing, investors are looking at the proof points to future promise."
  • "We feel that we are actually valued very attractively."
  • "It's something we absolutely want to do and we will do it. But first we have to go public through Nasdaq because that's where there is capital depth and capital access."
  • "There's always been this concern that we invent technologies in Europe, and they get bought out somewhere else. We will reverse the equation. We will have enough mass and heft ourselves that we will acquire other companies which may not be French."

Industry Context

StockSavvy.ai notes that Pasqal's decision to list on Nasdaq via a SPAC merger highlights a broader trend of European deeptech startups seeking US capital markets due to perceived funding gaps in Europe. This move also positions Pasqal against global competitors like IQM, IonQ, and Quantinuum, which have also pursued public listings.

Comparison to Industry Standards

  • Pasqal's 2025 revenue of €16.5 million and a $2 billion pre-money valuation result in a multiple of approximately 100x revenue. This is high compared to traditional tech companies but aligns with valuations seen in high-growth deeptech sectors.
  • Finnish competitor IQM, another Nasdaq-listed quantum computing company, has sold 23 devices to date, while Pasqal has deployed seven.
  • US-based IonQ has a valuation of $18 billion, representing a multiple of 138x its 2025 revenue of $130 million.
  • UK- and US-based Quantinuum, recently public, trades at a market cap of $20 billion, a multiple of 647x its 2025 revenue of $30.9 million. Pasqal's valuation appears more conservative relative to Quantinuum.

Stakeholder Impact

  • Shareholders: Potential for significant returns if Pasqal achieves its ambitious growth and technological goals, but also high risk due to the speculative nature of quantum computing and current financial performance.
  • Employees: Opportunity for growth and development within a leading deeptech company, with potential for stock options and career advancement.
  • Creditors: The substantial capital raise and future revenue generation are critical for meeting financial obligations.
  • Suppliers: Increased demand for hardware components and services as Pasqal scales its operations.
  • European Tech Ecosystem: Pasqal's success and commitment to remaining French could foster greater confidence and investment in European deeptech innovation.

Next Steps

  • Completion of the merger with Bleichroeder Acquisition France Merger Sub 2.
  • Listing on the Nasdaq stock exchange in the second half of 2026.
  • Subsequent dual listing on the European stock market Euronext.
  • Pursuit of M&A opportunities with the raised capital.
  • Continued core hardware development in France.

Key Dates

DateDescription
March 16, 2026Filing of Bleichroeder's Annual Report on Form 10-K.
May 1, 2026Filing of Bleichroeder's Current Report on Form 8-K.
May 26, 2026Filing of the Registration Statement on Form F-4 by Bleichroeder, Bleichroeder Acquisition France Merger Sub 2, and Pasqal.
July 10, 2026Date of the Sifted interview with Pasqal CEO Wasiq Bokhari and publication of the article.
Second half of 2026Expected timeframe for Pasqal's listing on the Nasdaq stock exchange.

Recommendation

hold

The filing indicates a significant strategic move to access capital for a high-growth, but highly speculative, deeptech company. While the capital raise and Nasdaq listing are positive, the substantial losses, unproven market for quantum computing, and high valuation warrant a cautious 'hold' approach until further commercial traction and profitability are demonstrated.

Keywords

Quantum Computing, Pasqal, Nasdaq, SPAC, Bleichroeder, Merger, IPO, Deeptech, Funding, Technology, France, Venture Capital

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