The massive pro forma loss and highly dilutive capital structure (320.9M fully diluted shares vs 212.3M basic) create significant overhang. Monitor for any near-term conversion of the convertible bonds or exercise of warrants, which would further pressure the stock. The VWAP reset mechanism on the conversion price could also trigger further dilution if the stock trades below $12.00.
Price Chart
Executive Summary
Pasqal Holding SA (PSQL) filed its 20-F annual report, detailing the completion of its de-SPAC business combination with Bleichroeder Acquisition Corp. II on August 27, 2026. The filing reveals a pro forma net loss of €412.2 million for the year ended December 31, 2025, driven by a €165.5 million day-one loss from the issuance of $312.5 million in convertible bonds and associated warrants, and a €115.6 million listing expense. The company raised significant capital through the de-SPAC and a concurrent PIPE, but the massive reported losses and complex capital structure with significant dilution potential present a bearish outlook for common shareholders.
Key Facts
- Pro forma net loss for FY2025 was €412.2 million, including a €165.5 million day-one loss on convertible bonds and warrants and a €115.6 million listing expense.
- The company issued $312.5 million in senior unsecured convertible bonds (10% cash/12% PIK interest) and 32.6 million investment warrants at a $12.00 strike price, with a 20% original issue discount.
- Legacy Pasqal shareholders own 94% of the 212.3 million pro forma shares outstanding, with public SPAC shareholders owning only 1%.
- On a fully diluted basis, there are 320.9 million potential shares, including 26 million from convertible bonds, 32.6 million from investment warrants, and 17.3 million from public/private warrants.
- The conversion price of $12.00 is subject to a one-time VWAP reset to a floor of $7.80, and further anti-dilution adjustments for dilutive issuances below the strike price.
- Legacy Pasqal had revenue of €16.5 million for FY2025, with an operating loss of €50.5 million before pro forma adjustments.
- The company's cash and cash equivalents on a pro forma basis were €343.8 million as of December 31, 2025.
- The business combination was accounted for as a capital reorganization with Legacy Pasqal as the accounting acquirer.
Financial Impact
Pro forma net loss of €412.2 million for FY2025, driven by non-cash charges of €165.5 million (day-one loss on convertible bonds/warrants) and €115.6 million (listing expense). Revenue was €16.5 million.
Risk Factors
- Massive day-one accounting loss of €165.5 million from convertible bond/warrant issuance signals unfavorable terms for common equity.
- Fully diluted share count of 320.9 million represents 51% potential dilution from basic shares of 212.3 million.
- High-interest convertible debt (10-12%) and low revenue base (€16.5M) create significant financial leverage risk.
- VWAP reset mechanism could lower conversion price to $7.80 floor, increasing potential dilution.
- SPAC public shareholders retained only 1% of pro forma equity, indicating limited public float and potential volatility.
Market Snapshot
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 20-F Filing (Primary) | 0001213900-26-096761 |
| Document: ea030376501ex2-4.htm | 0001213900-26-096761 |
| Document: ea030376501ex2-3.htm | 0001213900-26-096761 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 16, 2026 11d ago | SC 13G | $5.67 | awaiting T+20 | — | $5.65 (−0.35%) |
Oct 7, 2026 20d ago | SC 13G | $7.18 | awaiting T+20 | — | $5.65 (−21.31%) |
Oct 7, 2026 20d ago | SC 13G | $7.18 | awaiting T+20 | — | $5.65 (−21.31%) |
Oct 7, 2026 20d ago | EFFECT | $7.26 | awaiting T+20 | — | $5.65 (−22.18%) |
Sep 28, 2026 29d ago | 6-K | $6.70 $5.35 | ▼ −20.15% | ▼ −20.12% | $5.65 (−15.67%) |
Sep 24, 2026 4w ago | 6-K | $7.34 $5.65 | ▲ +23.02% | ▲ +22.60% | $5.65 (+23.02%) |
Sep 24, 2026 4w ago | Press Release | $7.34 $5.65 | ▼ −23.02% | ▼ −22.60% | $5.65 (−23.02%) |
Sep 21, 2026 5w ago | EFFECT | $7.31 $5.93 | ▼ −18.88% | ▼ −17.97% | $5.65 (−22.71%) |
Sep 17, 2026 5w ago | Press Release | $7.91 $5.88 | ▼ −25.66% | ▼ −26.87% | $5.65 (−28.57%) |
Sep 2, 2026 7w ago | 20-F | $9.75 $6.05 | ▲ +37.95% | ▲ +36.76% | $5.65 (+42.05%) |
US Market Status
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