BBCQ merger with Pasqal
Pasqal builds neutral-atom quantum processing units (QPUs) and sells them outright to national labs and HPC centers, plus QPU-related services (cloud computing time, maintenance, R&D) and cryostat hardware (France)Revenue $19M (FY2025) as reported.
Expected close, as filed: H2 2026.
Announced 28 February 2026.
The symbol the combined company is expected to trade under.
Pasqal Holding SAS is a French quantum computing company founded in 2019 as a spin-off from the Institut d'Optique Graduate School, co-founded by 2022 Nobel Prize Laureate Alain Aspect and Antoine Browaeys, a co-inventor of neutral-atom quantum computing and recipient of the 2025 John Stewart Bell Prize. Headquartered in Palaiseau, France, with offices in Saudi Arabia, Canada, the United States, and South Korea, Pasqal develops full-stack neutral-atom quantum computers encompassing hardware, software, and cloud delivery. The company has deployed seven quantum processing units to date with three more in production, claiming the largest installed base among pure-play neutral-atom quantum computing companies worldwide. Pasqal has demonstrated more than 1,000 trapped atoms and publicly targets 10,000-plus physical qubits per QPU and 200-plus logical qubits by the end of 2029, operating across both analog and fault-tolerant modes on the same hardware platform. The company employs over 275 people including 70 PhDs across more than 30 nationalities and holds 85 patents.
Pasqal serves over 25 commercial customers and partners spanning more than 35 customer engagements and 25-plus identified industrial use cases across energy, finance, logistics, and advanced manufacturing. Key customers include Saudi Aramco, CMA CGM, Sumitomo, Thales, LG Electronics, BMW Group, Capgemini, Crédit Agricole CIB, and OVHcloud, while strategic technology partnerships span IBM (Pasqal is part of the IBM Quantum Network), NVIDIA, Google Cloud, and Microsoft Azure. In May 2026, Pasqal and Aramco inaugurated Saudi Arabia's first quantum computer and the Middle East's first commercial Quantum Computing as a Service platform, a 200-programmable-qubit system deployed at Aramco's Dhahran data center. Pasqal researchers have also published in Nature, using analog quantum simulations to explain the properties of a real-life magnetic material containing rare earth elements, with some calculations already reaching what the company describes as a quantum advantage regime. The company reported approximately 100 percent revenue growth in 2025 (unaudited), roughly €16 million in commercial revenue, and approximately $80 million in booked and awarded business including grants.
Backed by more than $300 million in total private funding from investors including Quantonation, Bpifrance, the European Innovation Council Fund, Temasek, Wa'ed Ventures (Aramco's venture arm), and Eni Next, Pasqal announced on March 4, 2026 a definitive business combination agreement with Bleichroeder Acquisition Corp. II (Nasdaq: BBCQ), a SPAC led and backed by Michel Combes and Andrew Gundlach. The transaction values Pasqal at $2.0 billion pre-money, with a pro forma enterprise value of approximately $2.0 billion and a pro forma market capitalization of approximately $2.6 billion. The deal is expected to provide approximately $500 million in gross proceeds, assuming no shareholder redemptions and completion of the convertible financing, comprising roughly $289 million in Bleichroeder trust cash and $200 million in committed convertible financing. The convertible financing was subsequently upsized, with the Securities Purchase Agreement subscription price increasing by $50 million to $250 million, backing $312.5 million in senior unsecured convertible bonds and
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $200M · unsourced
- Min-cash condition
- $150M
- Sponsor promote
- 25%
- Break fee
- $3M
- Pro-forma shares
- 264.4M
- Exchange ratio
Pasqal shares are exchanged for New Pasqal Shares at an Exchange Ratio calculated by dividing the overall value of Pasqal by the overall value of the Parent Surviving Corporation, based on a deemed value of $10 per Parent Surviving Corporation Ordinary Share; each Bleichroeder Class A and Class B ordinary share converts 1:1.more ▾less ▴
convertible bonds: $250,000,000 aggregate principal of senior unsecured convertible bonds purchased for $200,000,000 (20% original issue discount), plus Investment Warrants for 125% of the underlyingmore ▾less ▴
Led by Inflection Point Asset Management / Inflection Point Fund I LP (sponsor-affiliated), with existing Pasqal anchor investor BPIfrance Large Venture and other new institutional investors.more ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
The Lock-Up Period shall terminate for Securityholders, upon the earlier of (x) 180 days after the Closing Date, (y) the day after the date on which the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after the Closing Date, and (z) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their shares for cash, securities or other propertymore ▾less ▴
Three different numbers are all called the deal value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What Pasqal on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
assumes 0% redemptions
Every share of the combined company, marked at the reference price, once the deal closes — the business PLUS the cash that arrives with it. This is the figure press headlines quote, and it is bigger than the business for that reason alone.
assumes 0% redemptions
Money the transaction puts INTO the company. It is counted inside the equity value above, which is why it comes straight back out to reach the figure below — nobody pays a revenue multiple for a bank balance.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
$1,998.5M ÷ $19.4M of FY2025 revenue. $1 of Pasqal's 2025 reported sales is being bought for $103.00.
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for Pasqal appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
What qualifies these figures
- The equity and cash figures above assume NOBODY REDEEMS — the filing's own assumption, and the most favourable one available to it. Public shareholders in this market frequently redeem most of a trust; at a higher rate both figures fall together and the enterprise value the multiples are struck on does not move.
- The announced headline of $2,000M and the filed pro-forma equity value of $2,643.7M are not the same number. Both are recorded as stated; we have not reconciled them for you.
All figures above are stated in EX-99.1 investor deck (425)0001213900-26-073692
"Pro Forma Valuation at Closing" table in the filed deck; $2,643.7M − $645.2M = $1,998.5M holds as printed. Pre-money is stated as "~$2.0 billion" in prose and as "$2,000.0 Pasqal Rollover Equity Value" in the Uses table on the same slide, so it is stored at 2000.0 from the table rather than from the approximation. SUPERSEDED FIGURES, kept on the record: the same table in 8-K 0001213900-26-061043 (2026-05-26) reads "Less: Cash (649.1) Pro Forma Enterprise Value $1,994.6" — the cash balance moved $649.1M → $645.2M between the two filings (the deck restates Pasqal's own cash from €124.7M at 30-Apr-2026 to €120.1M at 31-May-2026), carrying the EV from $1,994.6M to $1,998.5M. We publish the later filing. Redemption assumption, footnote (4): "Assuming no redemptions." Note the cash here is NOT all transaction cash: the Sources table counts "Pasqal Existing Cash(2) 139.8" alongside "SPAC Cash in Trust(1,4) 291.4" and "Convertible Financing(3) 250.0".
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Pasqal
from 8-KThe business actually being bought — described from SEC primary filings, with projections labelled as projections.
Pasqal builds neutral-atom quantum processing units (QPUs) and sells them outright to national labs and HPC centers, plus QPU-related services (cloud computing time, maintenance, R&D) and cryostat hardware. Unlike most de-SPAC quantum targets, Pasqal is NOT pre-revenue: it recorded audited FY2025 revenue of EUR 16.5 million (approximately USD 19.4 million per the F-4), up 369% from EUR 3.5 million in FY2024, driven by commissioning of QPUs under the GENCI and Forschungszentrum Juelich contracts. It remains deeply loss-making (FY2025 net loss EUR 92.4 million) and is being acquired at roughly 95.6x FY2025 EV/revenue.
Founded 2019.
A reported actual.
Pasqal — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 4 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Pasqal actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced below its listed peers
The deal values Pasqal at $2bn, or 103× the FY2025 actual revenue it actually reported. That is well below the 277.18× median its closest listed peers trade at — a cheap price on this measure. It is priced above 25% of them.
Pro-forma enterprise value as filed.
FY2025 — a reported actual.
103× FY2025 actual revenue. Put another way: $1 of its annual sales is being bought for $103.00.
$1 of their sales costs $277.18 on the open market. Median of 4 listed companies we judged a true comparable, which individually run from 63.18× to 586.39×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- QUCY, INFQ, QNT, HQ, SHAZ, SEQC, BGDE, WYFI have no revenue to divide by, so they are shown but left out of the peer median.
- ARQQ shown for context only — not close enough to move the median.
The 13 listed companies it is measured against, and why
- IONQ63.18× revenue
Listed pure-play quantum computing hardware maker selling systems and cloud access to government/HPC and enterprise customers; the F-4's own Newbridge comparable-company analysis uses IonQ with 2025 revenue of $108.6M and 90.9x EV/Revenue - same business model, larger scale bucket but the closest listed analogue.
- QBTS586.39× revenue
D-Wave Quantum sells quantum systems outright to national labs and offers cloud quantum access, the same hardware-sale-plus-services mix as Pasqal, at a comparable revenue scale; named explicitly in the F-4's comparable public company set.
- QUCYno revenue multiple
Direct comp: IT Services & Consulting (NEC); micro-cap ($10m); shares quantum, computing, related, and, the with the target's own description; forward EV/Sales 83.8x.
- RGTI441.51× revenue
Rigetti is a listed superconducting-qubit full-stack quantum hardware maker selling QPUs and cloud access at a single-digit-millions revenue base — the same 'sell the machine and the access to it' model as Pasqal's QPU and QPU-services sales, one scale bucket below.
- INFQno revenue multiple
Operational comp: Electronic Equipment & Parts (NEC) (Information Technology group); small-cap ($812m); shares quantum, atom, computing, neutral, builds, national with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- QUBT112.85× revenue
Quantum Computing Inc is a listed quantum hardware developer (photonic/thin-film lithium niobate) with minimal revenue and heavy losses, matching Pasqal's pre-scale hardware profile though at a smaller revenue base.
- ARQQ338.04× revenuecontext only — left out of the median
Arqit is quantum-adjacent but sells post-quantum encryption software as a subscription, not quantum hardware - different business model and different buyer, so not a true comparable for Pasqal's QPU-sales model.
- QNTno revenue multiple
Operational comp: IT Services & Consulting (NEC); shares quantum, computing, hardware, services, and, the with the target's own description; forward EV/Sales 556.5x.
- HQno revenue multiple
Operational comp: Software (NEC); shares quantum, hardware, processing, from, and, the with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SHAZno revenue multiple
Operational comp: IT Services & Consulting (NEC); micro-cap ($23m); shares hpc, computing, units, processing, cloud, services with the target's own description; forward EV/Sales 10.7x.
- SEQCno revenue multiple
Operational comp: IT Services & Consulting (NEC); shares quantum, computing, hardware, and, the with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BGDEno revenue multiple
Operational comp: IT Services & Consulting (NEC); micro-cap ($5m); shares hpc, computing, builds, processing, units, services with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- WYFIno revenue multiple
Operational comp: IT Services & Consulting (NEC); small-cap ($605m); shares hpc, computing, cloud, centers, units, processing with the target's own description; forward EV/Sales 8.2x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.