重大事件
外國發行人報告
6-K
2026-07-02
BTQ Technologies獲法國批准收購量子公司QPerfect 總代價逾2400萬歐元
AI 繁中摘要
BTQ Technologies(納斯達克:BTQ)宣佈已獲得法國外國直接投資(FDI)當局的監管批准,完成對總部位於斯特拉斯堡的法國量子計算公司 QPerfect SAS 的全資收購。此項收購在2026年7月1日的最終批准後正式生效。
根據交易條款,總收購代價包括:(a) 交割時支付的 18,592,242.83 歐元(其中約 202.4 萬歐元以現金支付,其餘 1,656.8 萬歐元以發行 2,195,929 股 BTQ 普通股支付);(b) 基於里程碑達成的額外 Earnout 代價,最高可達 5,672,680.72 歐元(其中約 44.1 萬歐元為現金,其餘以發行 693,450 股普通股支付)。此外,QPerfect 行政總裁 Philippe Blot 留任並獲發 198,808 個受限制股份單位。
法國政府批准附帶特定條件:QPerfect 須保留法國註冊辦事處、任命法國籍高管、維持研發活動並保護知識產權,以保障法國與歐洲的技術主權。BTQ 表示這些條件與其戰略目標高度一致。
收購重點整合三項核心技術:
- MIMIQ™:標杆級量子模擬器,支援 100+ 量子位元模擬,降低量子算法開發與安全測試門檻。
- Digital Twin:量子系統數碼孿生建模,協助在物理部署前模擬及優化系統性能。
- Quantum Logical Unit (QLU™):多層控制框架,推進可擴展、容錯量子系統開發。
BTQ 行政總裁 Olivier Roussy Newton 指出,此收購是公司建立可信賴量子技術的重要里程碑,有助於為國防、電訊、關鍵基礎設施等行業提供過渡到後量子密碼學所需的驗證與測試框架。QPerfect 行政總裁 Philippe Blot 強調,雙方合作正值量子技術關鍵時刻,並受益於法國與加拿大在量子科學領域的長期合作。
QPerfect 位於斯特拉斯堡歐洲量子科學中心(CESQ)的基地將成為 BTQ 在歐洲的研發樞紐,提供頂尖人才與研究網絡。QPerfect 近期發表的研究成果(如 Noise Tailoring 誤差緩解技術及相關原子損失量子糾錯解碼器)進一步印證其技術實力。
對投資者的潛在影響:收購加強 BTQ 的全棧量子技術佈局(硬件、中間件、後量子安全),有助於應對後量子密碼學過渡期的複雜挑戰。短期看,Earnout 代價及股份發行可能帶來攤薄,但長期有望透過整合模擬、控制與驗證能力,加速商業化進程,尤其在國防與電訊等高效能場景。投資者需留意監管條件、技術整合風險及量子行業整體發展不確定性。
展開英文正文
EX-99.1
2
ex991.htm
NEWS RELEASE DATED JULY 1, 2026
Exhibit 99.1
BTQ Technologies Receives
Final Approval for Full Acquisition of QPerfect, Advancing Its Mission of Building Trusted Quantum Technologies With World-Class Emulation,
Digital Twin, and Control Capabilities
This news release constitutes
a "designated news release" for the purposes of BTQ's prospectus supplement dated June 18, 2026, to its short form base shelf
prospectus dated April 29, 2025, as amended on September 22, 2025.
Acquisition adds QPerfect's
MIMIQ™ quantum emulator, Digital Twin capabilities, and Quantum Logical Unit to BTQ's expanding technology stack, advancing
its mission of Building Trusted Quantum Technologies.
VANCOUVER, BC, July 1, 2026 /CNW/ - BTQ Technologies
Corp. ("BTQ" or the "Company") (Nasdaq: BTQ) (CBOE CA: BTQ), a global quantum technology company
focused on securing mission-critical networks, is pleased to announce that it has received regulatory approval from the French Foreign
Direct Investment ("FDI") authorities for its previously announced acquisition (the "Acquisition") of
the remaining ordinary shares of QPerfect SAS ("QPerfect"), 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. Founded in 2023, the company is recognized with the i-Lab Grand Prix and is known for breakthrough work in quantum emulation,
bringing world-class quantum software, emulation, digital twin, and control capabilities for neutral atom platforms. QPerfect's technologies
are designed to help researchers, developers, and hardware manufacturers model, test, benchmark, and control quantum systems before and
during deployment on quantum hardware.
The total purchase price for the Acquisition is comprised
of (a) #eu#18,592,242.83 paid on closing (the "Closing Consideration"), which consisted of #eu#2,024,000.13 paid in cash
and #eu#16,568,242.70 paid by the issuance of 2,195,929 common shares in the capital of BTQ ("Common Shares"); and (b)
an earnout payment of up to #eu#5,672,680.72 (the "Earnout Consideration"), consisting of #eu#440,604.07 payable in cash
and #eu#5,232,076.65 payable by the issuance of 693,450 Common Shares, with all Common Shares being issued at a price of approximately
#eu#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.
Strategic Rationale
The Acquisition strengthens BTQ's ability to build
technologies for the transition from classical infrastructure toward trusted quantum systems. For BTQ, "Building Trusted Quantum
Technologies" means preparing modern network infrastructure to securely co-exist with quantum computers. This is achieved by protecting
modern systems from quantum-enabled threats, helping future networks remain secure, verifiable, and trusted throughout the quantum transition.
As organizations begin preparing for post-quantum
cryptography, complexities surrounding efficiency and implementation are becoming critical challenges for adoption. Quantum-safe cryptography
can introduce larger keys, heavier computational requirements, more complex handshakes, and new constraints for embedded systems, telecommunications
infrastructure, defense environments, and other performance-sensitive networks. BTQ believes the transition will require not only new
cryptographic standards, but also optimized hardware, software, simulation, and control layers that make quantum-secure systems practical
to deploy at scale.
By integrating QPerfect's technology and team, BTQ
adds three important capabilities to its expanding trusted quantum infrastructure stack:
•MIMIQ™, QPerfect's benchmark-leading quantum emulator, which
enables developers and researchers to design, test, and validate quantum algorithms in software before deploying them on quantum hardware.
Designed to outperform existing simulators and current quantum computers in targeted benchmark environments, MIMIQ™ has
demonstrated stable 100+ qubit simulations on standard computing infrastructure, helping lower the barrier to large-scale quantum algorithm
development, validation, and security testing.
•Digital Twin, QPerfect's system modeling capability, which is designed
to create software-based representations of quantum systems, helping researchers and hardware developers simulate, optimize, and better
understand quantum architectures and performance before physical deployment.
•Quantum Logical Unit, or QLU™, QPerfect's multi-layered
control framework, which is designed to support the development of scalable, fault-tolerant quantum systems.
Together, these capabilities are expected to support
practical validation and testing frameworks for quantum-ready infrastructure, including next-generation TLS handshakes, PQC migration
validation, quantum-safe secure communications, protocol resilience, interoperability testing, and hybrid quantum-classical network environments.
These use cases are particularly relevant for defense, telecommunications, critical infrastructure, and other sectors where secure communications
must be tested, validated, and hardened before deployment.
"Completing the acquisition of QPerfect is an
important milestone for BTQ," said Olivier Roussy Newton, CEO and Chairman of BTQ. "QPerfect brings world-class quantum
software, emulation, digital twin, and neutral atom expertise into our organization. These capabilities expand our technology stack and
advance our mission of Building Trusted Quantum technologies by helping organizations prepare for the software, modeling, validation,
and control layers required for future quantum systems."
"We built QPerfect to solve one of the hardest
problems in quantum computing - making quantum systems testable, reproducible, and deployable at scale," said Philippe Blot, CEO
of QPerfect. "BTQ shares that ambition, and brings the global infrastructure and security focus to help us go further, faster.
This partnership with BTQ comes at the right time for quantum technology and aligns perfectly with the long-standing collaboration between
France and Canada, recently strengthened by the joint statement on quantum sciences and technologies signed on May 29, on the sidelines
of the French-presided Digital G7. We are particularly pleased to continue developing QPerfect in France, on the campus of the European
Center for Quantum Sciences (CESQ)."
QPerfect's Strasbourg Hub Anchors BTQ's European
R&D
Through the Acquisition, BTQ will further anchor its
European quantum research and development activities in Strasbourg, France, within a growing academic, scientific, and industrial quantum
ecosystem.
QPerfect's location and network provide BTQ with access
to specialized talent, research partnerships, and technical expertise across quantum simulation, control systems, neutral atom computing,
and quantum design automation. The Company expects this European presence to support ongoing collaboration with universities, research
institutions, and industrial partners as BTQ continues to develop deployable trusted quantum technologies.
Research, Grants, and In-House Expertise
QPerfect has established strong research relationships
across the EU quantum ecosystem, including collaborations with universities, research institutions, and industrial partners in quantum
computing. These relationships provide QPerfect with access to specialized expertise across quantum simulation, neutral atom computing,
quantum design automation, and control systems, while supporting continued development of technologies for scalable quantum systems.
QPerfect's in-house expertise is also reflected in
recent research aligned with its emulation, Digital Twin, and QLU™ roadmap:
•Noise tailoring for error mitigation and diagnosing digital quantum computers
Direct link: https://arxiv.org/abs/2601.04830
This paper introduces Noise Tailoring, a method designed to modify the structure of two-qubit gate noise through statistical sampling.
In classical emulation, the authors report that Noise Tailoring combined with error mitigation can be up to five times more accurate than
error mitigation alone for realistic Pauli noise, while also proposing the method as a diagnostic tool for hardware development.
•Correlated Atom Loss as a Resource for Quantum Error Correction
Direct link: https://arxiv.org/abs/2603.24237
This paper is directly relevant to neutral-atom architectures and QPerfect's work in QLU™ and Digital Twin modeling.
It introduces a decoder that exploits correlated atom-loss structures in neutral-atom quantum processors, reporting up to an order-of-magnitude
reduction in logical error probability and an increase in the loss threshold from 3.2% to 4%.
Together, these grants, publications, and research
activities reinforce QPerfect's role as a research-driven quantum software company advancing the simulation, validation, and control layers
needed for scalable neutral-atom quantum systems.
About BTQ
BTQ Technologies Corp. (Nasdaq: BTQ | Cboe CA: BTQ)
is a quantum technology company focused on accelerating the transition from classical networks to the quantum internet. Backed by a broad
patent portfolio and deep technical expertise, BTQ is developing a full-stack, neutral-atom quantum computing platform spanning hardware,
middleware, and post-quantum security solutions for finance, telecommunications, logistics, life sciences, and defense.
Connect with BTQ: Website | LinkedIn | X/Twitter
About QPerfect
QPerfect is a French quantum computing company based
in Strasbourg, France, led by a team of scientists and engineers recognized for their pioneering work in neutral atom physics, quantum
optics, and quantum software engineering, and specializing in quantum computing and quantum design automation. Founded in 2023, the deeptech
company has received the i-Lab Grand Prix and provides powerful technology to enable researchers, developers, and manufacturers to realize
the full potential of quantum computers.
At the core of QPerfect's innovation is the Quantum
Logical Unit (QLU™), a multi-layered framework designed to accelerate quantum development. Its flagship product,
MIMIQ™, forms the first layer of the QLU™ and offers a cutting-edge platform that executes quantum
algorithms with unmatched speed, accuracy, and flexibility - surpassing existing simulators and current quantum computers. For more information,
please visit https://qperfect.io
ON BEHALF OF THE BOARD OF DIRECTORS
Olivier Roussy Newton
CEO, Chairman
Neither Cboe Canada nor its Regulation Services
Provider accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory
authority has approved or disapproved the information contained herein. This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities
Forward Looking Information
Certain statements herein contain forward-looking
statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information
include but are not limited to statements or information with respect to the business plans of the Company, including: the Earnout Consideration;
that the Earnout Consideration will be paid in accordance with the Purchase Agreement; the impact of the Acquisition on the Company and
its business; the Company's ability to execute on its business plans and strategy; the transition from classical infrastructure to Quantum
Ready systems; challenges to the adoption of post-quantum cryptography; preparations for post-quantum cryptography; the results of quantum-safe
cryptography; the requirements for post-quantum transition; the capabilities and expectations of MIMIQ™, Digital Twin and QLU™;
the Company's European quantum research and development activities; the impact of quantum computing; the Company's QCIM initiative. Forward-looking
statements or information often can be identified by the use of words such as "anticipate", "intend", "expect",
"plan" or "may" and the variations of these words are intended to identify forward-looking statements and information.
The Company has made numerous assumptions including among other things, assumptions about general business and economic conditions, the
development of post-quantum algorithms and quantum vulnerabilities, and the quantum computing industry generally. The foregoing list of
assumptions is not exhaustive.
Although management of the Company believes that
the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that
forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information are based on assumptions
and involve known and unknown risks which may cause actual results to be materially different from any future results, expressed or implied,
by such forward-looking statements or information. These factors include risks relating to: the Company's ability to continue as a going
concern; business and economic conditions in the post-quantum and encryption computing industries generally; the speculative nature of
the Company's research and development programs; the supply and demand for labour and technological post-quantum and encryption technology;
unanticipated events related to regulatory and licensing matters and environmental matters; the availability of financing for the Company;
business and economic conditions in the post-quantum and encryption computing industries generally; the speculative nature of the Company's
research and development programs; the supply and demand for labour and technological post-quantum and encryption technology; unanticipated
events related to regulatory and licensing matters and environmental matters; changes in general economic conditions or conditions in
the financial markets; changes in laws (including regulations respecting blockchains); risks relating to the completion of the proposed
acquisition of QPerfect and the integration thereof; risks that QCIM, QSSN, Bitcoin Quantum, or other products may not achieve commercialization
on the timelines anticipated or at all; risks that pilot programs and early- stage commercial deployments may not convert to revenue-generating
contracts; risks relating to competition in the post-quantum cryptography and quantum computing industries; risks relating to the Company's
dependence on key partnerships in South Korea and other jurisdictions; risks relating to changes in regulatory frameworks for digital
assets, stablecoins, and post-quantum cryptographic standards; risks that the Bitcoin Quantum mainnet launch may not occur on the anticipated
timeline or achieve the expected network adoption; changes in market conditions; the value of the Company's intangible assets, completing
proof of concept studies; protecting intangible assets rights; timing and availability of external financing on acceptable terms or at
all; the possibility that future results will not be consistent with the Company's expectations; increases in costs; and other risk factors
as detailed from time to time. The forward-looking information and forward-looking statements contained in this news release are made
as of the date of this news release, and the Company does not undertake to update any forward-looking information or forward-looking statements,
except in accordance with applicable securities laws. Other factors which could materially affect such forward-looking statements are
described in the risk factors in the Company's most recent annual management's discussion and analysis and annual information form, the
Company's most recent quarterly management's discussion and analysis, and the Company's other filings with securities regulators which
are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
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%CIK: 0001821866
For further information: For further information: E: [email protected];
Bill Mitoulas, Investor Relations, T: +1.416.479.9547, E: [email protected]
CO: BTQ Technologies Corp.
CNW 07:30e 01-JUL-26