PASQAL on Nasdaq: French quantum computing seeks capital for industrialisation

By closing its first trading session at $19.11, PASQAL almost doubled the value implied by its SPAC’s final share price. Yet the surge validates neither its valuation nor its business model: holders of more than 90% of Bleichroeder’s public shares had chosen to redeem their investment before the merger, drastically reducing the number of shares available. The transaction is nonetheless transformative. With $360 million in cash and permanent access to US capital markets, the French deeptech company is attempting to open a third path between chronic underfunding and a sale to a foreign group.

On Friday, 28 August, PASQAL shares opened at $16.98, traded between $13.08 and $20.10, and closed at $19.11. Compared with the $9.79 at which Bleichroeder Acquisition Corp. II had ended the previous session, the increase amounted to 95.2%. Around 3.68 million shares changed hands. For a company that generated just €16.5 million in commercial revenue in 2025, the first day provided a spectacular demonstration of the enthusiasm surrounding quantum computing. More importantly, it showed how sharply prices can move in a thin market.

Before the transaction, Bleichroeder had 28.75 million public shares outstanding. Holders of 26,039,602 shares requested redemption in connection with the merger, representing 90.57% of the total. That left just 2,710,398 public shares from the SPAC when trading began. Friday’s volume exceeded that figure, although the same share can, of course, be bought and sold several times during a single session. With so few shares available, demand was concentrated on a minute free float. The 95.2% increase is real; its economic significance is more limited.

It would nevertheless be excessive to interpret these redemptions as a wholesale vote against PASQAL. SPAC shareholders are often arbitrage funds seeking to capture the yield on the trust assets and the rights attached to the vehicle, rather than investors prepared to back a quantum company for a decade. They can vote in favour of a merger while redeeming their shares. Economically, however, they chose cash over equity in the combined company. PASQAL has successfully gained access to the public markets, but those markets have yet to establish a deep and durable price for the business.

The $360 million did not come primarily from the SPAC

The distinction matters all the more because the $360 million announced at closing does not represent an equivalent amount raised from Nasdaq investors. In May, PASQAL presented a theoretical scenario in which the company would have held $649.1 million after the transaction: $144.6 million of existing cash as of 30 April, $290.6 million in Bleichroeder’s trust account and $250 million from a convertible financing, less an estimated $36 million in transaction expenses. That projection explicitly assumed no redemptions.

Following the redemption of 90.57% of the public shares, the trust’s gross contribution can be estimated at approximately $27 million, before fees and adjustments. Most of the resources available at closing therefore came from cash PASQAL had already accumulated, notably following its 2026 private funding round, and from the convertible financing agreed alongside the merger. The investor presentation filed with the SEC shows the gap between the $649.1 million contemplated without redemptions and the $360 million ultimately announced by the company.

By listing on Nasdaq, PASQAL was not merely seeking an immediate capital injection. More importantly, it was securing a financing platform it can return to through follow-on equity offerings, bond issues or other listed instruments.

Industrialisation capital comes at a price

That access, however, was not secured on ordinary terms. Investors in the convertible financing contributed $250 million in cash in exchange for bonds with an aggregate principal amount of $312.5 million. In other words, they paid 80 cents for each dollar of debt. The bonds carry an annual interest rate of 10% when paid in cash. If PASQAL does not pay cash on a semi-annual interest payment date, subsequent interest may accrue at 12% and compound annually from the date of the last cash payment.

On their initial terms, the bonds are convertible at $12 per share. Six months after issuance, the conversion price may be adjusted once, based on the average share price over 20 trading sessions, subject to a floor of $7.80. The investors also received warrants exercisable at $12, allowing them to subscribe for a number of shares equal to 125% of the number underlying the bonds’ initial conversion. The agreements filed with the SEC also contain protections relating to debt, issuances of senior securities, dividends and certain related-party transactions.

Based on the $312.5 million principal amount, conversion at $12 would represent approximately 26 million shares. The associated warrants could add a further 32.5 million or so, before taking account of Bleichroeder’s legacy warrants and the incentive plans approved in connection with the merger. At the $19.11 closing price, these instruments are economically in the money, although that does not mean they will be converted or exercised immediately. The bonds’ theoretical annual cash interest cost would amount to $31.25 million if the 10% coupon were paid entirely in cash, exceeding PASQAL’s commercial revenue for 2025.

The company has therefore secured what many European deeptech businesses lack: several years of financial visibility. But that capital may produce three successive effects — interest expense, dilution and bondholder influence — that will weigh on its next financing decisions. The listing does not eliminate PASQAL’s dependence on capital; it establishes the terms on which that dependence can be renewed.

With ten machines, PASQAL begins to look industrial

The real issue, however, extends far beyond the mechanics of the SPAC. Founded in 2019 on the work of Antoine Browaeys and Thierry Lahaye on neutral atoms, PASQAL uses lasers to manipulate rubidium atoms and perform quantum computations. Unlike superconducting architectures, its systems do not require a dilution refrigerator. They can therefore be integrated into a standard data centre environment, although the atoms themselves are laser-cooled and the machine still depends on highly precise optical, photonic and electronic components, as well as ultra-high-vacuum chambers.

This architecture is intended to enable PASQAL to offer analogue quantum computing today, in which the physical system directly reproduces the problem under study, before progressing towards fault-tolerant digital quantum computing. One of the company’s main arguments is that it can advance a single hardware platform instead of financing two technological generations with no continuity between them. Although that promise has yet to be demonstrated at scale, PASQAL starts with a more tangible industrial base than many quantum companies still valued primarily on their roadmaps.

The company has seven QPUs deployed and another three in production. Its systems are installed in computing centres in France, Germany, Italy, Canada and Saudi Arabia, among other locations, or made available remotely through the cloud. PASQAL claims more than 25 commercial and research applications across energy, financial services and materials. Its two manufacturing facilities, in France and Canada, could reach an annual capacity of 13 machines, subject to recruiting the required teams and securing component availability.

The challenge is now to turn these installations into recurring revenue through several channels: selling or leasing machines, cloud access, maintenance, software and applications developed with industrial partners. PASQAL reports €66 million in booked and awarded business, a metric that combines commercial contracts and grants. It therefore cannot be treated as a purely commercial order book comparable with that of a semiconductor manufacturer. At this stage, the most tangible indicator remains the fleet actually deployed.

The $360 million is intended to finance precisely this transition. PASQAL plans to expand production capacity in Palaiseau, deploy more QPUs, broaden its cloud and software platform, deepen integration with conventional high-performance computing infrastructure and extend its commercial operations. The company is therefore no longer financing only a research programme. It must build an organisation capable of manufacturing, installing, maintaining and operating machines whose economic utility is still being validated. PASQAL itself describes the listing as a capital platform designed to support this change of scale.

The scientific roadmap becomes a promise to the market

The transaction was negotiated at a pre-money valuation of $2 billion. Under the no-redemption scenario, the May presentation showed 264.4 million pro forma shares, including those allocated to convertible investors, implying an equity value of $2.64 billion at $10 per share. The redemptions reduced the number of public shares, but not the approximately 200 million shares allocated to existing shareholders or the instruments that may be converted in the future.

Applying the number of redemptions reported by Bleichroeder to the information available in the presentation suggests a basic market capitalisation of around $4 billion at the closing price, excluding conversion of the bonds. It would approach $4.6 billion following their initial conversion, before warrants. These figures remain estimates: the first filing definitively detailing the post-merger ownership structure had not yet been published by the close of the first trading session. They nevertheless illustrate the gap between the market price and the company’s current level of activity.

PASQAL recorded €16.5 million in commercial revenue in 2025, up from €3.5 million a year earlier. This was supplemented by €23.7 million in grants and similar income. The net loss reached €92.4 million, compared with €48.5 million in 2024. Even at the initial $2 billion valuation, the market is therefore paying more than 100 times the company’s 2025 commercial revenue. At $19.11, it is valuing an ambitious scientific and industrial trajectory rather than an income statement.

Nasdaq opens a third path for European deep tech

This is where the transaction acquires a significance that extends beyond its first trading session. European deeptech companies rarely encounter their main problem at inception. The laboratories exist, the researchers are recognised and specialist early-stage investors know how to finance scientific proof. The difficulties begin afterwards: building a factory, producing several generations of machines, absorbing losses for years, finding the first customers and retaining control of the technology long enough to industrialise it.

Until now, two outcomes have tended to dominate. A company could scale back its ambitions to align its capital expenditure with the resources available in Europe. Alternatively, it could join a foreign group capable of financing its development, at the cost of potentially losing its autonomy. PASQAL is attempting a third path: remain independent, gain access to the US market and use its listing as permanent infrastructure. Listed shares can be used to raise further funds, compensate employees, finance acquisitions and provide a reference price for an entire sector.

This model requires a technology with global visibility, a team capable of meeting the obligations of a listed company and investors willing to accept considerable scientific uncertainty. It also exposes the business to volatility, the shorter time horizons of some funds and the need to explain every delay publicly. Finally, PASQAL joined Nasdaq because Europe still lacks a capital market deep and integrated enough to offer equivalent access to specialist investors.

The listing nevertheless sets a precedent. Oxford Quantum Circuits, QuantWare, IQM, Quobly and several other companies raised nine-figure sums, or close to that threshold, in 2026 to develop processors, production capacity and infrastructure. As quantum computing moves from laboratories into data centres, the sector is entering a phase in which capital is becoming almost as decisive as physics. PASQAL is leading the way as the first French company of this generation to test the US market directly as an instrument of industrialisation.

International capital, a carefully balanced governance structure

This opening necessarily raises the question of sovereignty. Before redemptions, the May presentation projected that PASQAL’s existing shareholders would retain 76% of the pro forma equity, compared with 11% for Bleichroeder shareholders, 10% for convertible investors and 3% for the sponsor. The SPAC’s mass redemptions mechanically increase the relative weight of the existing shareholder base among the shares currently outstanding. Conversion of the bonds and exercise of the warrants would produce the opposite effect.

This existing shareholder base is not exclusively French. Investors that formally supported the transaction included France’s Defence Innovation Fund, Bpifrance through Large Venture, Quantonation and several of its vehicles, INVESTIQO, Georges-Olivier Reymond and Antoine Browaeys, as well as the EIC Fund, Temasek and Runa Capital. The 2026 private round also brought in Parkway, Quanta Computer, LG Electronics and CMA CGM, with the participation or support of existing investors including Temasek, Wa’ed Ventures, the EIC Fund and ISAI.

The composition of the board reflects the same balance. Alain Aspect serves as non-executive chairman. Georges-Olivier Reymond, the co-founder and former chief executive, sits alongside Wasiq Bokhari. Bpifrance is represented by Nicolas Berdou and the EIC Fund by Jean Raby, who also chairs the audit committee. Michel Combes serves as lead independent director, while Barbara Dalibard chairs the nominating and corporate governance committee. Andrew Gundlach comes from the Bleichroeder side of the transaction, while Michael Blitzer, founder of Inflection Point Asset Management, represents the financial investors associated with the convertible financing. A majority of the board is independent under SEC and Nasdaq rules.

The governance structure therefore remains strongly French and European without being under exclusively national control. Alain Aspect’s chairmanship provides scientific continuity. The presence of Bpifrance and the EIC Fund gives two institutional investors board representation, alongside the rights held by the bondholders and the parties that provided access to the US public markets.

Strategic assets are ring-fenced in France

The most substantial mechanism lies in an agreement signed in July between PASQAL Holding, the listed company, and PASQAL SAS, its French operating subsidiary. The agreement provides that activities relating to the latest-generation hardware must be carried out exclusively by PASQAL or its subsidiaries located in France. The foundational intellectual property relating to the core components of its neutral-atom quantum systems must also remain within PASQAL or its subsidiaries.

Any transfer, outsourcing arrangement or licence that would move a protected activity outside France requires the approval of PASQAL SAS’s strategic committee, including the affirmative vote of Bpifrance’s representative. The same consent is required to transfer foundational intellectual property to another group entity. The agreement was concluded for 15 years. In the event of early termination, which itself requires Bpifrance’s consent, several obligations continue to apply for a further 10 years. A future merger involving the holding company would not extinguish these commitments; its successor would be required to assume them.

The mechanism is not legally a golden share, but it performs a limited version of the same function: Bpifrance has a targeted veto over the relocation of the company’s most strategic hardware activities and intellectual property. This protection still leaves the company considerable room to operate, as application software, certain commercial activities and developments outside the technological core retain greater mobility.

This contractual lock is supplemented by France’s foreign investment screening regime. Quantum technologies are explicitly listed among the critical technologies subject to prior authorisation. A future foreign acquisition that crossed the statutory thresholds or conferred control over a strategic French entity could therefore be reviewed by the Ministry for the Economy.

PASQAL is thus experimenting with a hybrid form of sovereignty: international capital, a US listing and shared governance, combined with French protection for its advanced hardware and core intellectual property.

The real test will begin as the free float normalises

The first trading session does not yet show whether this balance is sustainable. The principal existing shareholders are subject to a 180-day lock-up. The restriction may, however, end earlier if the shares close at or above $12 for 20 trading sessions within a 30-day period following the transaction. If this condition is met, a substantial number of shares could become available after only a few weeks. The lock-up agreement therefore governs the transition from an artificially scarce free float to a more representative market.

The indicators that matter will therefore not be limited to Monday’s share price or the change over the first week. They will include the price after the free float expands, publication of the final share count, any conversions, the evolution of cash burn, the share of grants in the company’s activity and the conversion of awarded contracts into commercial revenue. On the industrial side, the number of machines actually delivered, their availability, recurring cloud and maintenance revenue, and progress towards the first logical qubits will provide more robust measures than market capitalisation alone.

Through this transaction, PASQAL has demonstrated that a French deeptech company can access US capital markets without being immediately absorbed by a foreign group, while negotiating safeguards around its technological core. Nasdaq gives it time, visibility and the ability to raise capital again. In return, it imposes expensive debt, future dilution and a daily confrontation between a scientific promise and a market price.