BTQ Technologies Receives Approval for QPerfect Acquisition at €18.59 Million
BTQ Technologies announced that it has received regulatory approval from the French Foreign Direct Investment, or FDI, authorities for its previously announced acquisition of the remaining ordinary shares of QPerfect SAS, a French quantum computing company based in Strasbourg, France, specializing in quantum software, emulation, digital twin capabilities, and control systems. The FDI clearance has been delivered subject to precise and detailed commitments imposed by the French Ministry for the Economy and Finance. In particular, these conditions require the maintenance of QPerfect's registered office in France, the appointment of a French corporate officer, the continuity of R&D activities, and the protection of intellectual property. These commitments reflect the will to preserve QPerfect's technological assets and strategic know-how in a sector that is critical to the technological sovereignty of France and Europe, and closely align with the objectives of BTQ. QPerfect is led by a team of scientists and engineers who have spent years advancing the frontier of neutral atom physics, quantum optics, quantum software engineering, and quantum system design. The total purchase price for the Acquisition is comprised of EUR 18,592,242.83 paid on closing, which consisted of EUR 2,024,000.13 paid in cash and EUR 16,568,242.70 paid by the issuance of 2,195,929 common shares in the capital of BTQ and an earnout payment of up to EUR 5,672,680.72 consisting of EUR 440,604.07 payable in cash and EUR 5,232,076.65 payable by the issuance of 693,450 Common Shares, with all Common Shares being issued at a price of approximately EUR 7.54 per share based upon the applicable trading price as at the time the Acquisition was agreed upon. The Earnout Consideration is dependent on the achievement of certain milestones. In connection with the Acquisition, the Company also issued 198,808 restricted share units to Philippe Blot, the CEO of QPerfect, who is continuing on in his role with QPerfect.
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- Acquisition Details: BTQ acquires QPerfect for a total price of €18.6 million, comprising €2.02 million in cash and €16.56 million in 2,195,929 common shares, along with an earnout of up to €5.67 million, reflecting BTQ's strong commitment to the quantum technology sector.
- Technological Integration: The acquisition integrates QPerfect's MIMIQ™ quantum emulator, Digital Twin capabilities, and Quantum Logical Unit into BTQ's technology stack, enhancing its competitive edge in quantum computing and network security, facilitating the development and deployment of future quantum systems.
- R&D Commitments: The regulatory approval from the French Ministry of Economy and Finance includes conditions such as maintaining QPerfect's registered office and R&D activities in France, ensuring the protection of its technological assets and strategic know-how, highlighting France's emphasis on technological sovereignty in quantum technology.
- Market Outlook: By solidifying its European quantum R&D base through this acquisition, BTQ is expected to foster collaborations with universities and research institutions, advancing the commercialization of quantum technologies to meet future demands for quantum-safe communications.
- Acquisition Details: BTQ acquires QPerfect for a total price of €18.6 million, comprising €2.024 million in cash and the issuance of 2.195 million common shares, which is expected to enhance BTQ's market position in quantum technology.
- Regulatory Approval: BTQ has received regulatory approval from French FDI authorities, subject to commitments including maintaining QPerfect's registered office in France and ensuring ongoing R&D activities, which safeguard technological assets.
- Technology Integration: The acquisition allows BTQ to integrate QPerfect's MIMIQ™ quantum emulator and Digital Twin technology, enhancing its capabilities in quantum-safe communications and post-quantum cryptography, thereby promoting the security and verifiability of future networks.
- European R&D Hub: QPerfect's Strasbourg hub will provide BTQ access to specialized talent and research collaborations, further solidifying its quantum R&D activities in Europe and supporting the scalability of quantum technologies.
- Strategic Advisor Appointment: BTQ Technologies has appointed Brandt Pasco as U.S. Strategic Advisor for Post-Quantum Cryptography and Security, aiming to enhance engagement with U.S. government, public sector, and strategic industry partners, thereby increasing the company's influence in the quantum security domain.
- Policy Context Reinforcement: This appointment coincides with the White House issuing two executive orders aimed at accelerating U.S. leadership in quantum computing and post-quantum cryptography, highlighting BTQ's growing importance in national security and infrastructure.
- Technology and Market Alignment: Pasco's extensive experience in both government and private sectors, particularly in defense and national security, will assist BTQ in establishing critical public-private partnerships during the commercialization of quantum technologies, enhancing the company's positioning in the rapidly evolving quantum market.
- Future Growth Potential: BTQ is focused on developing a full-stack quantum computing platform, and with Pasco's expertise, the company is expected to accelerate its market penetration across various sectors, including finance, telecommunications, and defense, further solidifying its leadership in quantum technology.
- Strategic Advisor Appointment: BTQ Technologies has appointed Brandt Pasco as U.S. Strategic Advisor for Post-Quantum Cryptography and Security, aiming to enhance engagement with U.S. government, public sector, and strategic industry partners, thereby increasing the company's influence in the quantum security domain.
- Policy Context Reinforcement: This appointment coincides with the White House issuing two executive orders aimed at accelerating U.S. leadership in quantum computing and post-quantum cryptography, which BTQ will leverage to promote the market application of its quantum technologies.
- Technical and Market Alignment: Pasco brings over 20 years of experience in both government and private sectors, particularly in defense and national security, which will provide crucial support for BTQ in the commercialization of quantum technologies and national security planning.
- Future Growth Potential: BTQ's quantum technologies are transitioning from research to deployment, and Pasco's involvement will help the company establish key public-private partnerships in the rapidly evolving quantum market, driving long-term growth.
- Equity Financing Initiative: BTQ Technologies has announced an at-the-market equity program to raise up to C$150 million, aimed at enhancing liquidity and improving financial health, which is expected to provide funding flexibility for future operations and acquisitions.
- Sales Agreement Details: The program will be executed under a sales agreement with Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co., with sales conducted on Cboe Canada and Nasdaq, ensuring compliance with relevant securities regulations.
- Planned Use of Proceeds: The net proceeds from the equity program are intended for working capital, further strengthening the balance sheet and enhancing the company's competitive position in the quantum technology sector.
- Market Sales Flexibility: Although there is no minimum fundraising requirement, BTQ can determine sale prices based on market conditions, with the volume and timing of sales entirely at the company's discretion to ensure transactions occur under optimal conditions.
- Equity Financing Program: BTQ Technologies has announced an at-the-market equity program to raise up to C$150 million, aimed at enhancing liquidity and financial flexibility to support future operations and potential acquisitions.
- Sales Agreement Details: The program will be executed under a sales agreement with Cantor Fitzgerald Canada Corporation and Cantor Fitzgerald & Co., with sales conducted on Cboe Canada and Nasdaq, ensuring the company can sell shares under favorable market conditions.
- Use of Proceeds: The net proceeds from this program are intended for working capital purposes, aimed at improving the health of the balance sheet and providing support for the company's long-term growth.
- Market Risk Advisory: While the company has set a financing target, there is no guarantee of selling a specific number of shares, and sale prices will fluctuate based on market conditions, indicating that the financing outcome may fall short of expectations.







