Pasqal's First Results as a Listed Company Came With a Resale Prospectus for 286.7 Million Shares Against 212.3 Million Outstanding. The Filing Assumes a $7.80 Conversion Price, and the Stock Was Last Reported Below It

by Margaret Ashworth · September 25, 2026

Senior Analyst, Frontier Tech Wire

Pasqal Holding SA (Nasdaq: PSQL) reported its first results as a listed company on Sept. 24: revenue of €4.9 million for the six months to June 30, 2026, up 14% year on year, an operating loss of €59.2 million, and cash and cash equivalents of €110.8 million at the period end, rising to approximately €312.9 million as of Aug. 27 after the business combination with Bleichroeder Acquisition Corp. II closed. The same day, the company filed a supplement to a resale prospectus dated Sept. 18, covering up to 286,674,886 ordinary shares held by selling securityholders, against 212,293,691 ordinary shares outstanding per the prospectus's offering table. Read together, the filings describe a company with a year of funding in hand and a sellable overhang larger than its share count.

The operating numbers come from the Form 6-K furnished on Sept. 24. Revenue of €4,872 thousand against €4,286 thousand splits into QPU-related services of €3,944 thousand, up 34%, and cryostat sales of €927 thousand. Government grant income was €2,950 thousand, down from €3,544 thousand. Employee costs rose to €41,594 thousand from €15,353 thousand, and professional and other services to €19,553 thousand from €8,261 thousand. The company attributes €27.3 million of the increase to share-based payments, against €1.0 million a year earlier, and €10.2 million to one-time transaction expenses, grouping the two as €37.5 million inside the €59.2 million operating loss, against €19.8 million in the first half of 2025.

A €7,048 thousand gain on the fair value of financial liabilities pulled the loss for the period to €53,236 thousand, from €26,118 thousand. Net cash used in operating activities was €25,194 thousand, against €19,956 thousand, the figure to watch for burn, since most of the loss's increase is non-cash. Current borrowings fell from €105,164 thousand to €2,854 thousand after €68.3 million of 12% ORA bonds converted into 682,542 Series C shares on March 2.

The management discussion states that Pasqal 'believes that its cash and cash equivalents as of June 30, 2026 and the proceeds from the closing of the Business Combination and the March 2026 Financing will be sufficient to meet its working capital and capital expenditure needs for the next twelve months from the date of this Discussion and Analysis.' It gives no longer horizon. It also gives the composition of the closing proceeds: 'aggregate proceeds of $27.7 million from the trust account', and, substantially concurrently, $312.5 million aggregate principal amount of senior unsecured convertible bonds plus 32,552,083 warrants 'for an aggregate subscription price of $250.0 million'. The trust delivered $27.7 million against the $288.8 million the March investor presentation listed as SPAC cash in trust before redemptions. The convertible, not the SPAC, is where the money came from.

That convertible is why the resale prospectus registers more shares than exist. The Sept. 18 prospectus breaks its 286,674,886 shares into up to 162,974,246 held by former Legacy Pasqal shareholders, 9,583,333 founder shares, 7,750,000 shares underlying private placement warrants, 56,287,179 shares issuable on conversion of the bonds, and 50,080,128 shares issuable on exercise of the investment warrants. The bond and warrant lines are the ones that have grown: at closing the bonds were 'initially convertible into 26,041,667 Ordinary Shares at an initial conversion price of $12.00 per Ordinary Share', and the 32,552,083 investment warrants were 'exercisable at $12.00 per Ordinary Share'.

The prospectus explains the difference on its cover: the 56,287,179 figure assumes 'a conversion price of $7.80 per Ordinary Share and taking into account payment-in-kind interest accrued for a period of three years from the Closing Date', and the 50,080,128 figure assumes 'an exercise price of $7.80 per Ordinary Share'. The $7.80 comes from the bonds' terms and conditions, filed in template form ('Form of Terms and Conditions of the Senior Unsecured Convertible Bonds', with the issue size left blank) as an exhibit to a Bleichroeder Form 8-K in March. The bonds bear interest 'at a rate equal to 10%; provided, however, that if a payment in cash has not been made on a semi-annual payment date, payment on the next semi-annual Payment Date shall be in PIK at a rate of 12% payable and compounded annually'. The $12.00 conversion price is 'subject to adjustment', with a 'one-time downward adjustment of the Conversion Price equal to the VWAP of the 20-trading day period commencing six (6) months after the Issuance Date, subject to a price floor of USD$7.80 per share'.

The registration is therefore drawn on the assumption that the reset lands at its floor and no cash interest is paid for three years. Our arithmetic, so a reader can check it: 56,287,179 shares multiplied by $7.80 is about $439.0 million; $312.5 million compounded at 12% for three years is also about $439.0 million. That is how the prospectus reached its number. The VWAP adjustment can only move the conversion price down, never up.

The stock's position relative to that floor is stated in the filings. The Sept. 18 prospectus reports: 'On September 17, 2026, the last reported sales price of our Ordinary Shares on Nasdaq was $7.91 per share, and the last reported sales price of our Public Warrants on Nasdaq was $1.39 per warrant.' The Sept. 24 supplement updates that to a last reported sale of $7.47 per share and $1.35 per warrant on Sept. 23. Both are below the $11.50 strike of the public and private placement warrants and the $12.00 initial strike of the investment warrants; the Sept. 23 print is below the $7.80 floor. This article makes no forecast of where the VWAP window will land.

The overhang ratio is also our arithmetic, on two figures the prospectus states: 286,674,886 shares registered for resale divided by 212,293,691 outstanding is about 135%. The numerator includes 106,367,307 bond and investment-warrant shares that are issuable rather than issued, and 162,974,246 legacy shares already inside the 212,293,691. Registering shares does not mean they will be sold; the prospectus says 'Certain of our securityholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods', and describes those periods as ending at the earlier of 180 days after the Aug. 27 closing, the day after the closing price of the shares equals or exceeds $12.00 for any 20 trading days within a 30-trading-day period after closing, or a liquidation-type transaction, subject to exceptions. The company receives no proceeds from resales, only from warrants 'exercised for cash'.

One more line deserves a stated basis. Pasqal reports 'Booked and awarded business of €70.4 million as of June 30, 2026', footnoted as including 'grants, tax credit and multi-year customer contracts'. The March investor presentation put the figure at more than $80 million as of December 2025, in dollars, on its own definition; with no published bridge between the two, no growth rate is offered here.

Chief executive Wasiq Bokhari's framing is that 'Pasqal's capital-efficient business model enables us to pursue these technology and commercial objectives without the significant infrastructure investments required by many alternative quantum architectures.' Purchases of property, plant and equipment were €2,042 thousand in the half, down from €4,908 thousand, which supports the claim as far as capital expenditure goes. The €25.2 million operating outflow in six months is what the €312.9 million has to cover, and the sufficiency statement stops at twelve months.

Pasqal is a French neutral-atom company whose business combination closed on Aug. 27 and whose shares and public warrants trade on Nasdaq; this site covered the closing and the deal terms in August. Its results are reported under IFRS in euros while its listed securities and convertible are in dollars, so every ratio between the two carries an exchange-rate assumption the company has not published. Basic loss per share of €6.6 is calculated on a weighted average of 8,021,947 pre-combination shares, per the interim financial statements' Note 16, and is not comparable to any post-listing figure.

What is next is a sequence of dates the filings set without naming. The first semi-annual interest payment date will show whether Pasqal pays 10% in cash or lets 12% PIK accrue, as the prospectus assumes. The 20-trading-day VWAP window six months after issuance will set the conversion price, at or above $7.80. And the lock-up expiry, 180 days after the Aug. 27 closing unless the $12.00 trigger is met first, will determine when the locked-up legacy shares can be sold. The documents reviewed here set all three relative to the closing or issuance date rather than as calendar dates.