Bleichroeder to Merge with Pasqal in $2B Deal, Secures $200M Convertible Financing with Deep Discount

summarizeSummary

Bleichroeder Acquisition Corp. II has entered into a definitive agreement to merge with quantum computing firm Pasqal, valuing Pasqal at $2.0 billion pre-money, and secured a highly dilutive $200 million convertible financing package.

check_boxKey Events · M&A and Partnerships · BBCQ

• Definitive Business Combination Agreement Signed

  Bleichroeder Acquisition Corp. II entered into a definitive Agreement and Plan of Merger with Pasqal Holding SAS, a quantum computing leader. The transaction values Pasqal at $2.0 billion pre-money.

• Highly Dilutive Convertible Financing Secured

  A $200 million private placement investment was secured, involving the purchase of $250 million aggregate principal amount of senior unsecured convertible bonds and warrants, reflecting a 20% original issue discount.

• Aggressive Convertible Bond Terms

  The convertible bonds carry a 10.0% cash interest rate (12% PIK if not paid in cash) and an initial conversion price of $12.00, subject to a potential downward adjustment to $7.80 based on VWAP six months post-closing.

• Sponsor Waives Anti-Dilution Rights

  Bleichroeder's sponsor agreed to vote in favor of the business combination, not redeem shares, and waived anti-dilution protections, converting their Class B shares into New Pasqal Shares on a one-to-one basis.

auto_awesomeAnalysis · BBCQ · Real Estate & Construction

This filing details the definitive business combination agreement for Bleichroeder Acquisition Corp. II to merge with quantum computing leader Pasqal, valuing Pasqal at $2.0 billion pre-money. While the merger is a significant step for the SPAC in securing a target, the accompanying $200 million convertible financing package is highly dilutive. The financing involves $250 million in senior unsecured convertible bonds and warrants, sold at a 20% original issue discount, carrying a high interest rate (10% cash, 12% PIK). Critically, the convertible bonds include a potential conversion price reset to as low as $7.80, representing a substantial discount to the current stock price. These aggressive financing terms suggest a challenging capital raise environment for Pasqal and could exert considerable downward pressure on the combined company's stock post-merger. The transaction is subject to shareholder and regulatory approvals, and a minimum cash condition of $150 million.