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.