SQT is in active discussion with qualified U.S. SPAC sponsors and anchor PIPE investors for a proposed business combination of USD 175–250M gross raise, targeting listing on NYSE or Nasdaq. The materials below summarize the transaction, valuation framework, and use of proceeds. Full diligence materials available under NDA.
| Metric | Conservative | Base Case | Upside |
|---|---|---|---|
| Pre-Money Equity Value | $50M | $80M | $150M |
| SPAC Trust | $75M | $100M | $150M |
| PIPE Investment | $50M | $75M | $100M |
| Combined Raise (Gross) | $125M | $175M | $250M |
| Net Proceeds (Est.) | $100M | $150M | $220M |
| Pro-Forma Enterprise Value | ~$175M | ~$255M | ~$400M |
Net proceeds assume a 30% SPAC redemption scenario and approximately $25M of transaction and advisory expenses. Upside scenario pre-money is anchored to post-commercialization-milestone valuation. Illustrative only — subject to market conditions and definitive transaction documentation.
Demonstrated institutional PIPE syndication capability, ideally with committed lead-investor capacity of USD 25M+ and track record of closing deals in current-vintage market conditions.
Familiar with cross-border transaction structures, Swiss corporate law interaction with U.S. public company regimes, and deep-tech infrastructure business economics.
Trust size appropriate to the $125–250M combined raise — with redemption-backstop mechanics and minimum-cash-condition protections already contemplated in the structure.
Capital markets partner profile supporting long-term shareholder value creation beyond closing — including follow-on equity capacity for post-commercialization scale-up rounds.
Management and its advisors triangulate fair equity value across four independent methodologies — comparable companies, risk-adjusted DCF, real options on the D-Wave contract, and adjusted NAV. The resulting central range of $50–80M supports the base case pre-money.
| Methodology | Weight | Conservative | Central | Upside |
|---|---|---|---|---|
| Comparable Companies | 35% | ~$20M | ~$60M | ~$150M |
| Risk-Adjusted DCF | 30% | ~$15M | ~$30M | ~$50M |
| Real Options (D-Wave) | 25% | ~$20M | ~$45M | ~$80M |
| Net Asset Value · adjusted | Floor | ~$0M | ~$1M | ~$2M |
| Weighted Triangulation | 100% | $15M | $50–80M | $150M |
Anchored to Pasqal (Series B, 2024), IQM (Series A, 2022–2023), Alice & Bob (Series B, 2024), ORCA Computing, and Terra Quantum. Pre-revenue Series A quantum peers trade in $30–80M pre-money, with standout IP or anchor-customer profiles extending to $150M. SQT's executed D-Wave contract supports mid-to-upper-range positioning.
Applies 25% cost of equity across five scenarios: full success (10%), partial success (25%), minimal traction (25%), commercial failure (30%), insolvency (10%). Probability-weighted equity value ~$60M at maturity, discounted to $30M central with a range of $15–50M.
The D-Wave Agreement is economically equivalent to a 5-year compound call option on industrial quantum annealing commercialization. Black-Scholes-Merton with 60–80% volatility and $60–150M underlying asset value produces option values of $20M (conservative) to $80M (upside), central $45M.
Book NAV is negative; adjusted NAV including shell value and platform replacement cost yields ~$0–2M floor. The methodology confirms that essentially all positive fair value derives from the strategic asset position — the D-Wave contract and Portfolio CH platform — not historical operating performance.
Management's base case forecast. 2026–2027 is the commercialization phase — capability buildout, team hiring, first institutional pilots. 2028 is the EBITDA crossover inflection. 2029–2030 is the scale phase driven by multi-vertical traction.
| Metric · $M | 2026E | 2027E | 2028E | 2029E | 2030E |
|---|---|---|---|---|---|
| Revenue | 2 | 8 | 22 | 50 | 100 |
| YoY Growth | — | 300% | 175% | 127% | 100% |
| Gross Margin | ~55% | ~65% | ~72% | ~78% | ~80% |
| EBITDA | (10) | (5) | 2 | 15 | 40 |
| EBITDA Margin | n.m. | n.m. | ~9% | 30% | 40% |
| Capex | ~2 | ~3 | ~3 | ~4 | ~5 |
| Free Cash Flow | (12) | (8) | (1) | 11 | 35 |
Forward-looking. Projections reflect management's central estimates as of April 2026, anchored in the D-Wave Hosted System Agreement and current commercial pipeline. Not guarantees of future performance. Subject to risks described in the institutional memorandum.
Disciplined capital deployment sized against the 2026–2030 commercialization plan. Fully funds the €10M D-Wave obligation, reserves the €25M purchase option, and underwrites the commercial buildout through positive cash flow.
| Category | Allocation · $M | % of Net | Purpose |
|---|---|---|---|
| D-Wave Contract Obligations · 5yr | $55M | 37% | Full €10M commitment over 5-year term |
| D-Wave Purchase Option · €25M | $28M | 19% | Reserved for event-driven exercise ~2028–2029 |
| Platform Engineering & IP | $20M | 13% | Core engineering, proprietary IP, enterprise APIs |
| Commercial Buildout & Sales | $15M | 10% | Enterprise sales, institutional partnerships, pilots |
| Team Buildout · 25–50 FTE | $15M | 10% | Engineering, data science, commercial over 24 months |
| Public Company Operating Base | $10M | 7% | Finance, legal, compliance, audit, IR |
| Strategic Reserve | $7M | 5% | Contingency & opportunistic M&A |
Management is available for immediate engagement with qualified SPAC sponsors, lead PIPE investors, and their advisors. Indicative timeline assumes a constructive diligence process and customary transaction milestones.
Initial sponsor meetings. NDA execution. Preliminary financial data room access. Qualitative assessment of sponsor-company fit.
Commercial, technical, and legal due diligence. D-Wave contract review. Draft Letter of Intent. Indicative valuation alignment.
Business Combination Agreement negotiation. PIPE anchor commitments. Transaction support mechanics (NRA/FPA). SPAC trust structuring.
SEC registration statement filing. Analyst and investor roadshow. Shareholder proxy vote. PIPE closing.
De-SPAC closing. NYSE or Nasdaq listing. Post-closing execution kick-off.
This page does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. Any such offer or solicitation will be made only by means of definitive transaction documentation and a registration statement and/or proxy statement filed with the U.S. Securities and Exchange Commission or equivalent regulator and delivered to eligible recipients in accordance with applicable law. Forward-looking statements are subject to significant risks, uncertainties, and factors. Actual results may differ materially from those expressed or implied. No representation or warranty, express or implied, is made as to the accuracy or completeness of the information contained herein.