Pasqal's Nasdaq Vote Is Tuesday. Its $250 Million Convertible Buys $312.5 Million of Principal.

by Vikram Desai · August 16, 2026

Funding & Deals Reporter, Frontier Tech Wire

Shareholders of Bleichroeder Acquisition Corp. II are scheduled to vote on Tuesday, Aug. 25, on the special purpose acquisition company's combination with Pasqal, the French developer of neutral-atom quantum computers. The Securities and Exchange Commission declared the transaction's registration statement on Form F-4 effective on Aug. 5, and the parties announced that clearance in a release dated Aug. 6. That release sets the record date at Aug. 4. It does not state a meeting time, a meeting format or a redemption deadline, and this article does not supply any of the three.

The listing mechanics change if the deal closes. Bleichroeder currently trades on Nasdaq as BBCQ; the combined company is expected to trade on Nasdaq as PSQL, per the Aug. 6 announcement and the parties' earlier May 26 release. No trading has occurred under the post-closing symbol, and nothing here should be read as describing any.

The valuation number attached to the deal needs its basis stated, because the basis is what makes it comparable to anything. The $2.0 billion is a pre-money equity value. The March 2026 investor presentation filed as an SEC exhibit puts it as Pasqal being acquired at a pre-money equity value of about $2.0 billion, and the companies' May 26 release repeats the $2.0 billion pre-money framing. That is not the enterprise value and not the post-money figure: the same March table carries a pro forma enterprise value of $1,981.0 million against a pro forma equity value of $2,591.7 million.

The financing piece is where the arithmetic repays attention. According to Bleichroeder's Form 8-K filed May 26, an amendment to the securities purchase agreement dated May 23 raised the subscription price by $50.0 million, to $250.0 million, to purchase $312,500,000 aggregate principal amount of senior unsecured convertible bonds. Divide the one by the other and the subscribers are paying 80 cents for each dollar of principal — a 20 percent discount to face. That percentage is arithmetic on the filing's own two numbers, not the filing's own label: neither the 8-K nor the press release furnished with it uses the phrase original issue discount. The 8-K also does not set out the bonds' coupon, maturity or conversion price.

The bonds carry equity alongside the principal. The form of terms and conditions of the investment warrants, filed as an exhibit in March, sets a strike price of USD 12.00, subject to adjustment, and provides for warrants to subscribe for shares equal to 125 percent of the number of shares into which the convertible bond is convertible on the issue date. Those are a separate instrument from the SPAC's existing public warrants.

The agreement being voted on has been amended three times. Amendment No. 1, dated May 23 and disclosed May 26, added Inflection Point Asset Management LLC and an accredited investor advised by Inflection Point as purchasers alongside the upsizing, leaving the original terms otherwise intact. Amendment No. 2 is dated June 25. Amendment No. 3, executed and disclosed July 22, revised the combined company's long-term incentive plan to provide for awards in the form of founder's warrants or free shares of up to 10 percent of the shares issued and outstanding immediately after closing, on a fully diluted and as-converted basis, with the parties agreeing to negotiate further terms including performance-based vesting.

The cash headline around this deal is easy to misread, and the March presentation's own sources-and-uses table is the reason. On the sources side it lists issuance of shares of $2,000.0 million, SPAC cash in trust of $288.8 million, Pasqal existing cash of $157.8 million and convertible financing of $200.0 million, totalling $2,646.7 million. On the uses side it lists rollover equity value of $2,000.0 million, cash to balance sheet of $610.7 million and estimated fees and expenses of $36.0 million. The cash-to-balance-sheet line is therefore not a measure of new money raised: $157.8 million of it is Pasqal's own cash, which the footnote dates to Feb. 28, 2026, and $36.0 million of estimated fees comes out before the balance is struck.

That structure explains why two different dollar figures circulate for the same transaction. The May 26 release describes the deal as delivering approximately $500 million of gross proceeds to Pasqal, assuming no redemptions. A cash-to-balance-sheet figure measures the combined company's opening balance, including money Pasqal already had; a gross-proceeds figure measures what the transaction brings in. The two are not in conflict, and the difference between them is largely Pasqal's own starting cash plus deal costs.

The March table is stale in two of its lines. It carries the convertible financing at $200.0 million, before the May upsizing to $250.0 million, and its trust figure predates several months of accretion and any redemptions. Updated figures were presented at Pasqal's analyst day on June 30 and furnished as an exhibit to a Bleichroeder Form 8-K that day; the numbers above are the March ones, which are the most recent this article verified inside the document itself rather than through a summary. Every total of this kind is stated on a no-redemption assumption, and redemptions are what move the trust line between now and the vote.

What the money is buying, on the company's own account, is an installed base and an early commercial one. The March presentation describes seven quantum processing units in operation with three more in production, more than 640 qubits sold to date, more than 40 clients and partners including IBM and NVIDIA, more than 275 employees globally including more than 70 PhDs, and 86 patents. It lists 2022 Nobel laureate Alain Aspect as a co-founder and chairman of the scientific advisory board.

The same presentation puts more than $80 million of booked and awarded business as of December 2025 — and its own wording specifies that the figure includes grants, which is a different composition from purely commercial contracts. Two qualifiers travel with that number and with the rest of the deck's operating figures. Pasqal is a French company whose underlying figures are euro-denominated while the deal is priced in dollars, and the presentation states a EUR/USD conversion rate of 1.1826 as of Feb. 28, 2026. And the presentation's own footnote says its last-twelve-months revenue figures are unaudited and based on management estimates. It is an investor presentation, not audited financial statements.

On leadership, the documents are consistent and current. Wasiq Bokhari is chief executive officer of Pasqal: that is the title the company uses in its Aug. 10, 2026 release, in the May 26, 2026 release furnished to the SEC, and in the March 2026 investor presentation, which also lists Loïc Henriet as chief technology officer. As of Aug. 10, 2026, that is the most recent primary-document confirmation available.

The most recent technical disclosure landed Aug. 10, when Pasqal said it had trapped individual atoms using laser light generated by a photonic integrated circuit, producing four optical traps through a single photonic chip holding four individual rubidium atoms inside a quantum processing unit, with atom lifetimes of approximately 27.5 seconds — comparable, the company says, to its existing bulk-optics systems. The work follows Pasqal's acquisition of Aeponyx less than 18 months earlier. The company frames it as evidence that integrated photonics is a viable building block for future neutral-atom processors, which is a statement about a research milestone rather than about a shipped product. Closing remains subject to the shareholder vote and the remaining conditions in the business combination agreement.